2000 - Complete Paperless Solutions, LLC - Document Scanning ServicesPROFESSIONAL SERVICES AGREEMENT
DOCUMENT SCANNING SERVICES
COMPLETE PAPERLESS SOLUTIONS, LLC (CPS)
1. PARTIES AND DATE.
This Agreement is made and entered into this this 14th day of May, 2024 (Effective
Date) by and between the City of Rosemead, a municipal organization organized under
the laws of the State of California with its principal place of business at 8838 E. Valley
Blvd., Rosemead, California 91770 ("City") and Complete Paperless Solutions, LLC
(CPS), a limited liability company with its principal place of business at 5130 E. La Palma
Avenue, Suite 206, Anaheim, CA 92807 ("Contractor"). City and Contractor are
sometimes individually referred to herein as 'Party" and collectively as "Parties."
2. RECITALS.
2.1 Contractor.
Contractor desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this
Agreement. Contractor is a qualified scanning service firm to provide document imaging,
indexing, and quality control services. Documents may also include maps, drawings, and
all other media types available for storing information.
2.2 Project.
City desires to engage Contractor to render professional on and offsite document
scanning services for the Building and Safety Division, Finance Department, and Human
Resources Division ("Services") as set forth in this Agreement.
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3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services: Contractor promises and agrees to
furnish to the City all labor, materials, tools, equipment, services necessary to fully and
adequately supply the professional planning and environmental consulting services
necessary for the Project, herein referred to a "Services". The Services are more
particularly described in Exhibit A attached hereto and incorporated herein by reference.
All Services shall be subject to, and performed in accordance with, this Agreement, the
exhibits attached hereto and incorporated herein by reference, and all applicable local,
state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be for a six-month period
from the effective date shown above, with a six-month extension at the sole and absolute
discretion of the City, unless earlier terminated as provided herein. Contractor shall
complete the Services within the term of this Agreement and shall meet any other
established schedules and deadlines.
3.2 Responsibilities of Contractor.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Contractor or under its supervision. Contractor will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Contractor on an independent contractor
basis and not as an employee. Contractor retains the right to perform similar or different
services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Contractor shall also not be
employees of City and shall at all times be under Contractor's exclusive direction and
control. Contractor shall pay all wages, salaries, and other amounts due such personnel
in connection with their performance of Services under this Agreement and as required
by law. Contractor shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to: social security taxes, income tax
withholding, unemployment insurance, disability insurance, and workers' compensation
insurance.
3.2.2 Schedule of Services: Contractor shall perform the Services
expeditiously, within the term of this Agreement. Contractor represents that it has the
professional and technical personnel required to perform the Services in conformance
with such conditions. In order to facilitate Contractor's conformance with the Schedule,
City shall respond to Contractor's submittals in a timely manner. Upon request of City,
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Contractor shall provide a more detailed schedule of anticipated performance to meet the
Schedule of Services.
3.2.3 Conformance to Applicable Requirements: All work prepared by
Contractor shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel: Contractor has represented to City
that certain key personnel will perform and coordinate the Services under this Agreement.
Should one or more of such personnel become unavailable, Contractor may substitute
other personnel of at least equal competence upon written approval of City. In the event
that City and Contractor cannot agree as to the substitution of key personnel, City shall
be entitled to terminate this Agreement. As discussed below, any personnel who fail or
refuse to perform the Services in a manner acceptable to the City, or who are determined
by the City to be uncooperative, incompetent, a threat to the adequate or timely
completion of the Project or a threat to the safety of persons or property, shall be promptly
removed from the Project by the Contractor at the request of the City.
3.2.5 City's Representative: The City hereby designates the City Manager,
or his or her designee, to act as its representative for the performance of this Agreement
("City's Representative"). City's Representative shall have the power to act on behalf of
the City for all purposes under this Agreement. Contractor shall not accept direction or
orders from any person other than the City's Representative or his or her designee.
3.2.6 Contractor's Representative: Contractor hereby designates Claude
Schott, or his/her designee, to act as its representative for the performance of this
Agreement ("Contractor's Representative"). Contractor's Representative shall have full
authority to represent and act on behalf of the Contractor for all purposes under this
Agreement. The Contractor's Representative shall supervise and direct the Services,
using his/her professional skill and attention, and shall be responsible for all means,
methods, techniques, sequences and procedures and for the satisfactory coordination of
all portions of the Services under this Agreement.
3.2.7 Coordination of Services: Contractor agrees to work closely with City
staff on the performance of Services and shall be available to City's staff, contractors and
other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees: Contractor shall
perform all Services under this Agreement in a skillful and competent manner, consistent
with the standards generally recognized as being employed by professionals in the same
discipline in the State of California. Contractor represents and maintains that it is skilled
in the professional calling necessary to perform the Services. Contractor represents that
all employees and subcontractors shall have sufficient skill and experience to perform the
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Services assigned to them. Finally, Contractor represents that it, its employees and
subcontractors have all licenses, permits, qualifications and approvals of whatever nature
that are legally required to provide its Services, including a City business License, and
that such licenses and approvals shall be maintained throughout the term of this
Agreement. As provided for in the indemnification provisions of this Agreement,
Contractor shall perform, at its own cost and expense and without reimbursement from
the City, any services necessary to correct errors or omissions which are caused by the
Contractor's failure to comply with the standard of care provided for herein.
3.2.9 Laws and Regulations: Contractor shall keep itself fully informed of
and in compliance with applicable local state and federal laws, rules and regulations in
any manner affecting the performance of the Project or the Services, including all
Cal/OSHA requirements, and shall give all notices required of it by law. Contractor shall
be liable for all violations of such laws and regulations in connection with Services. If the
Contractor performs any work knowing it to be contrary to such laws, rules and regulations
and without giving written notice to the City, Contractor shall be solely responsible for all
costs arising therefrom. Contractor shall indemnify and hold City, its officials, directors,
officers, employees and agents free and harmless, pursuant to the indemnification
provisions of this Agreement, from any liability to the extent found to be arising out of any
failure to comply with such laws, rules or regulations.
3.2.10 Insurance: Contractor shall maintain prior to the beginning of and for
the duration of this Agreement insurance coverage as specified in Exhibit B attached to
and part of this agreement.
3.2.11 Safety: Contractor shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Contractor
shall at all times be in compliance with all applicable local, state and federal laws, rules
and regulations, and shall exercise all necessary precautions for the safety of its
employees appropriate to the nature of the work and the conditions under which the work
is to be performed. Safety precautions as applicable shall include, but shall not be limited
to: (A) adequate life protection and life saving equipment and procedures; (B) instructions
in accident prevention for all employees and subcontractors, such as safe walkways,
scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing
apparel as are necessary or lawfully required to prevent accidents or injuries; and (C)
adequate facilities for the proper inspection and maintenance of all safety measures.
3.3 Fees and Payments.
3.3.1 Compensation: Contractor shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement and shall not
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exceed One Hundred Forty -Five Thousand, Six Hundred Sixty -Two Dollars
($145,662.00) and in accordance with Contractor's proposal dated March 25, 2024.
Contractor's proposal is hereby incorporated and found in Exhibit "A". Extra Work may be
authorized in writing, as described below, and will be compensated at the rates and
manner set forth in this Agreement.
3.3.2 Payment of Compensation: Contractor shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by
Contractor. The statement shall describe the amount of Services and supplies provided
since the initial commencement date, or since the start of the subsequent billing periods,
as appropriate, through the date of the statement. City shall, within 30 days of receiving
such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses: Contractor shall not be reimbursed for
any expenses unless authorized in writing by City.
3.3.4 Extra Work: At any time during the term of this Agreement, City may
request that Contractor perform Extra Work. As used herein, "Extra Work" means any
work which is determined by City to be necessary for the proper completion of the Project,
but which the parties did not reasonably anticipate would be necessary at the execution
of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work
without written authorization from City's Representative.
3.3.5 Prevailing Wages: Contractor is aware of the requirements of
California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code
of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require
the payment of prevailing wage rates and the performance of other requirements on
"public works" and "maintenance" project, as defined by the Prevailing Wage Laws, and
if the total compensation is $1,000 or more, Contractor agrees to fully comply with such
Prevailing Wage Laws to the extent they are applicable to Contractor. City shall provide
Contractor with a copy of the prevailing rates of per diem wages in effect at the
commencement of this Agreement. Contractor shall make copies of the prevailing rates
of per diem wages for each craft; classification or type of worker needed to execute the
Services available to interested parties upon request and shall post copies at the
Contractor's principal place of business and at the project site. Contractor shall defend,
indemnify and hold the City, its elected officials, officers, employees and agents free and
harmless from any claim or liability arising out of any failure or alleged failure to comply
with the Prevailing Wage Laws.
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3.4 Accounting Records.
3.4.1 Maintenance and Inspection: Contractor shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement.
All such records shall be clearly identifiable. Contractor shall allow a representative of
City during normal business hours to examine, audit, and make transcripts or copies of
such records and any other documents created pursuant to this Agreement. Contractor
shall allow inspection of all work, data, documents, proceedings, and activities related to
the Agreement for a period of three (3) years from the date of final payment under this
Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination: City may, by written notice to
Contractor, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Contractor of such termination, and specifying the
effective date thereof, at least seven (7) days before the effective date of such termination.
Upon termination, Contractor shall be compensated only for those services which have
been performed prior to termination and Contractor shall be entitled to no further
compensation. Contractor may not terminate this Agreement except for cause.
3.5.1.2 Effect of Termination: If this Agreement is terminated
as provided herein, and after receipt of payment noted above, City may require Contractor
to provide all finished or unfinished Documents/ Data and other information of any kind
prepared by Contractor in connection with the performance of Services under this
Agreement. Contractor shall be required to provide such document and other information
within fifteen (15) days of the request.
3.5.1.3 Additional Services: In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms and
in such manner as it may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices: All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
CONTRACTOR:
Complete Paperless Solutions, LLC
5130 E. La Palma Avenue, Suite 206
Anaheim, CA 92807
Attn: Claude Schott
Email: cschott@cps247.com
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CITY:
City of Rosemead
8838 Valley Boulevard
Rosemead, CA 91770
Attn: Lily Valenzuela, Deputy Director of Community Development
Such notice shall be deemed made when personally delivered or when mailed, forty- eight
(48) hours by certified mail or deposit in the U.S. Mail, first-class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed adequate
notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property: This
Agreement creates a non-exclusive and perpetual license for City to copy, use, modify,
reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or
works of authorship fixed in any tangible medium of expression, including but not limited
to, physical drawings or data magnetically or otherwise recorded on computer diskettes,
which are prepared or caused to be prepared by Contractor under this Agreement
("Documents & Data"). Contractor shall require all subcontractors to agree in writing that
City is granted a non-exclusive and perpetual license for any Documents & Data the
subcontractor prepares under this Agreement. Contractor represents and warrants that
Contractor has the legal right to license any and all Documents & Data. Contractor makes
no such representation and warranty in regard to Documents & Data which were prepared
by design professionals other than Contractor or provided to Contractor by the City.
The Documents & Data are intended for use solely with respect to the project for which
they were prepared. Any reuse or modification by City shall be at City's sole risk.
3.5.3.2 Confidentiality: All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data,
written information, and other Documents and Data either created by or provided to
Contractor in connection with the performance of this Agreement shall be held confidential
by Contractor. Such materials shall not, without the prior written consent of City, be used
by Contractor for any purposes other than the performance of the Services. Nor shall
such materials be disclosed to any person or entity not connected with the performance
of the Services or the Project. Nothing furnished to Contractor which is otherwise known
to Contractor or is generally known, or has become known, to the related industry, nor
anything required to be disclosed by operation of law, shall be deemed confidential.
Contractor shall not use City's name or insignia, photographs of the Project, or any
publicity pertaining to the Services or the Project in any magazine, trade paper,
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newspaper, television or radio production or other similar medium without the prior written
consent of City.
3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate
with one another, and shall take any additional acts or sign any additional documents as
may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees: If either party commences an action against
the other party, either legal, administrative or otherwise, arising out of or in connection
with this Agreement, the prevailing party in such litigation shall be entitled to have and
recover from the losing party reasonable attorney's fees and all costs of such action as
part of prevailing party's total damages as determined by court of competent jurisdiction
or as agreed upon by the parties in settlement.
3.5.6 Indemnity and Defense.
a. Indemnity and Defense
To the fullest extent permitted by law, Contractor shall indemnify and hold harmless
Agency and any and all of its officials, employees and agents ("Indemnified Parties") from
and against any and all losses, liabilities, damages, costs and expenses, including legal
counsel's fees and costs, to the extent caused by the negligent or wrongful act, error or
omission of Contractor, its officers, agents, employees or subcontractors (or any agency
or individual that Contractor shall bear the legal liability thereof) in the performance of
services under this agreement. Contractor's duty to indemnify and hold harmless Agency
shall not extend to the Agency's sole or active negligence.
b. Duty to Defend
In the event the Agency, its officers, employees, agents and/or volunteers are made a
party to any action, lawsuit, or other adversarial proceeding arising from the performance
of the services encompassed by this agreement, and upon demand by Agency,
Contractor shall defend the Agency at Contractor's cost or at Agency's option, to
reimburse Agency for its costs of defense, including reasonable attorney's fees and costs
incurred in the defense of such matters to the extent the matters arise from, relate to or
are caused by Contractor's negligent acts, errors or omissions. Payment by Agency is not
a condition precedent to enforcement of this provision. In the event of any dispute
between Contractor and Agency, as to whether liability arises from the sole or active
negligence of the Agency or its officers, employees, or agents, Contractor will be
obligated to pay for Agency's defense until such time as a final judgment has been
entered adjudicating the Agency as solely or actively negligent. In no event shall the cost
to defend charged to the design professional exceed the design professional's
proportionate percentage of fault.
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3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed
by both parties.
3.5.8 Governing Law: This Agreement shall be governed by the laws of the State
of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence: Time is of the essence for each and every provision of
this Agreement. However, neither Party will be liable or responsible for delays to the
extent due to matters beyond the reasonable control of such Party.
3.5.10 City's Right to Employ Other Contractors: City reserves right to employ
other contractors in connection with this Project.
3.5.11 Successors and Assigns: This Agreement shall be binding on the
successors and assigns of the parties.
3.5.12 Assignment or Transfer: Contractor shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions: Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement
shall be construed simply, according to its fair meaning, and not strictly for or against any
Party. Any term referencing time, days or period for performance shall be deemed
calendar days and not work days. All references to Contractor include all personnel,
employees, agents, and subcontractors of Contractor, except as otherwise specified in
this Agreement. All references to City include its elected officials, officers, employees,
agents, and volunteers except as otherwise specified in this Agreement. The captions of
the various articles and paragraphs are for convenience and ease of reference only, and
do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.5.14 Amendment; Modification: No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party
any contractual rights by custom, estoppel, or otherwise.
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3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries
of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.5.18 Prohibited Interests: Contractor maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working
solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that
it has not paid nor has it agreed to pay any company or person, other than a bona fide
employee working solely for Contractor, any fee, commission, percentage, brokerage fee,
gift or other consideration contingent upon or resulting from the award or making of this
Agreement. Contractor further agrees to file, or shall cause its employees or
subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as
required under state law in the performance of the Services. For breach or violation of
this warranty, City shall have the right to rescind this Agreement without liability. For the
term of this Agreement, no member, officer or employee of City, during the term of his or
her service with City, shall have any direct interest in this Agreement, or obtain any
present or anticipated material benefit arising therefrom.
3.5.19 Equal Opportunity Employment: Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all
activities related to initial employment, upgrading, demotion, transfer, recruitment or
recruitment advertising, layoff or termination. Contractor shall also comply with all relevant
provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other
related programs or guidelines currently in effect or hereinafter enacted.
3.5.20 Labor Certification: By its signature hereunder, Contractor certifies that it is
aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement: Contractor has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement.
Each Party warrants that the individuals who have signed this Agreement have the legal
power, right, and authority to make this Agreement and bind each respective Party.
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3.5.22 Counterparts: This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required: Contractor shall not subcontract any portion of the
work required by this Agreement, except as expressly stated herein, without prior written
approval of City. Subcontracts, if any, shall contain a provision making them subject to all
provisions stipulated in this Agreement.
[Signatures on next Page]
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CITY OF ROSEMEAD
Ben Ki Manager at�
Attest:
2
rricka Hernandez, City Clerk ate
Approved as to Form:
2
Rachel Richman Date
City Attorney
COMPLETE PAPERLESS
SOLUTIONS, LLC
0
Name: Claude Schott
Title: CFO
[If Corporation, TWO SIGNATURES,
President OR Vice President AND
Secretary, AND CORPORATE SEAL
OF CONTRACTOR REQUIRED]
M
Name:
Title:
Complete Paperless Solutions, LLC
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EXHIBIT A
CONTRACTOR'S PROPOSAL AND FEE SCHEDULE
tai'
CE E A D BY: Complete Paperless Solutions (CPS)
P d.a' l In 1 I",ou 1ai.v r a
3/25/2024
Scanning Services Proposal
Laserfiche
nremierPrtmer
SOlotion
Provide!
Awards
i r-ov� r
c-c¢c s:ravc
Laser f iche'
Complete Paperless Solutions, LLC
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CPSps Complete Vaperless
5okrrions
?JY _. _ .._ ... L-Ifilrz
5130E. la Palma Avenue, Suite 206
Anaheim, CA 92807
te4: 866361-2425 fax: 714-716-8215
www.cos247.cbmi
DESCRIPTION AND APPROACH
CPS understands the importance of selecting a qualdy flan to manage and execute the process of scanning
historic records which may include maps, drawings, and all other media types available for scoring
inforrnaton. With CPS being the experts in taserfiche Document Management, many municipalities and
government organaations have turned to us to handle their document scanning needs as they have tried to
make it by with other vendors who could not perform to the expectations. We understand the attention
expected by municipalities to produce quality images, on demand, 100% open communication and making
sure every step of the project is going exactly as planned. Everything mentioned in the Scope of Work is
within the capabilities of CPS along with the power of knowing you have the #1 Laserfiche provider
handling your job and there will not be any confusion on ingestion/upload into taserfiche.
Scanning Conversion Services Process
Secure Document Conversion Facility— Enabled with only the highest security and technology available,
you can be assured your data wiiI be safe and secure from the moment your data leaves your location, until
we safely mum your data after the job has been completed.
Record Transfer Preparation — All boxes will have a Tamper Security Seal to ensure privacy immediately
upon pickup. AN boxes will be inventoried by folder and series within each box, provide a barcode label,
and finalize the box count prior to departing.
Document Control and Manifest Creation — We use a specialized application to not orgy track all records,
but we have a very stringent methodology policy we adhere to internally as well making sure all procedures
are followed every step of the way. Tracking reports are generated to include all of the information
pertaining to the job. The use of tamperproof seals provides an extra Layer of security to keep your data
safe.
Secure Record Transfer Service — All pickups antl deliveries will be performed by at least 2 staff which have
gone through a background Neck as well. In order to keep the chain of custody, delivery and pickup
.._ge 2 of 5
CPS I .�...__.
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scenarios will not make arc, extra stops while transit with a clients data. If any issue arises in transport, a
secondary team is on standby to assist right away.
Storage Center when Receiving— Our procedure is to have all boxes coming in to be counted andverified 2
times. Utilizing Barcodes and our 2 -person process ensures quality as soon as client data arrives. Any
damage or discrepancies will be reported immediately and addressed immediately.
Chain of Custody Verification — Once the data is received, another check is clone on all seals of the boxes.
Once security seals are removed, we Verify contents again. H at any time any security issues happen to
arise, clients will be notified immediately.
Audit Tracking & Quality Control Reporting— Every employee is mandated to enter all quality control,
monitoring, and progress into our tracking system. Reporting is constantly being dare to ensure job is on
track
Document Preparation — Scanning sample boxes are an effective way to find out certain details of the
specific job. These samples will determine the most accurate and effluent method to prepare the folder to
be scanned. All staff will be trained in job specifics and details and are assigned one single box at a time.
Items prepared prior to scanning including removing paperclips/stables, unfolding, utilizing copier
technology to maximize scan quality, combine small documents and attached images, and anything we arc
not 1017% clear on, we will place on the side and address with the client to ensure accuracy. ff required, we
are able to reassemble all data just as we picked it up with the exclusion of staples and paper clips.
Quality Assurance Document preparation Verification —Our data sheets are updated in real time and d
any problem is found, the document is sent back for reprocessing. The tracking report is updated once
again, and the corrected data moves on to the next stage.
Scanning High Resolution Digital Imaging— Onty the best technology available is used to provide the best
outcome of a quality image. Scanning staff will be monitoring each image to ensure image is scanned
correctly and no pages are double fed. The utilizamon of Kofax VRS Software allows for additional cleaning
to be done such as de -speckle, de -skew, image rotation, background suppression, edge enhancement, gay
tone fihering, blank page removal, and much more if need be.
Quality Assurance Image Quality— One of the most important parts of this process is having a human
being review documents for accuracy and not solely rely on software and technology. Image quality is
checked at multiple levels to ensure all images are acceptable and do not need to be reprocessed.
Indexing Verification —Staff are trained to manually index one image at a time per box to ensure accuracy
every sup of the way. Protocols and additional software is in place to make sure indexing errors do not
occur such as misspelling or double keying entries.
CPS
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Quality Assurance Indexing—Taking this process to the next level, we will compare the indexed data with
the re -keyed data. tt any mismatches are found, they are sent back and reprocessed until it is matched.
Data validation is performed utilizing character mix, date ranges, quantity ranges, including database
lookups as well.
rile Transfer and Upload—Once documents are ready for transfer/upload, data will be transferred to a file
server with your encrypted data. From there instant access is available via VPN to search your dam to view
images and indexes, along with being able to start internal quality control as well. If encrypted hard drive is
preferred, this exists as an alternative as well.
Return and Delivery of Completed Job — Ona all files have been reviewed and cleared for approval, data
will be repacked, and setunty labels placed once again. Delivery procedures are fol loved exactly how our
pick-up procedure is, which is listed above with the focus on reliability and security.
CPS
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COST PROPOSAL
?ased of cur estimated volumes determined, below is a lin ofthe pncing
we are
able to offer -
Document Scanning
Department/Task
Volume
Price per
TotY
unit
FINANCE - ONSITE
220A 00
50.152
$93ASDA0
Letter sae8x11-B&W find. indexing
NB - oNSIrE
11DA00
$aga
527,950A0
$12AOOA0
Letter sae Bzll -88W-incl. indexing
$126p20.00
Community Development -OFFSITE
Letter sat up to 11x17 - 88W end. indexing
400.000
50.055
522.000.00
targe format - BBW -ircl. indexing
47A 00
50.66
S3141120-00heavy
preparation and Indexing for Permits
400,OOD
0.03
Lasertidre Ingestion: 5450.00 per upload into the repository.
Pick up and delivery: $100.00 per trip.
No boxes and boxing provided.
No manifest provided.
Pricing is for the 3 departments - all or nothing deal.
Page 5 of 5
cps l r...
$12AOOA0
ESTIMATED TOTAL
$126p20.00
Complete Paperless Solutions, LLC
Page 18 of 23
EXHIBIT B
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of the Work, Contractor will
maintain insurance in conformance with the requirements set forth below. Contractor will
use existing coverage to comply with these requirements. If that existing coverage does
not meet the requirements set forth here, Contractor agrees to amend, supplement or
endorse the existing coverage to do so. Contractor acknowledges that the insurance
coverage and policy limits set forth in this section constitute the minimum amount of
coverage required. Any insurance proceeds available to City in excess of the limits and
coverage required in this agreement and which is applicable to a given loss, will be
available to City.
Contractor shall provide the following types and amounts of insurance:
Commercial General Liability Insurance. Contractor shall maintain commercial
general liability insurance with coverage at least as broad as Insurance Services Office
form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000
general aggregate, for bodily injury, personal injury, and property damage. The policy
must include contractual liability that has not been amended. Any endorsement restricting
standard ISO "insured contract" language will not be accepted.
Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including
symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event
to be less that $1,000,000 per accident. If Contractor owns no vehicles, this requirement
may be satisfied by a non -owned auto endorsement to the general liability policy
described above. If Contractor or Contractor's employees will use personal autos in any
way on this project, Contractor shall provide evidence of personal auto liability coverage
for each such person.
Workers Compensation on a state -approved policy form providing statutory
benefits as required by law with employer's liability limits no less than $1,000,000 per
accident or disease.
Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit
requirements, shall provide coverage at least as broad as specified for the underlying
coverages. Any such coverage provided under an umbrella liability policy shall include a
drop down provision providing primary coverage above a maximum $25,000 self-insured
retention for liability not covered by primary but covered by the umbrella. Coverage shall
be provided on a "pay on behalf basis, with defense costs payable in addition to policy
limits. Policy shall contain a provision obligating insurer at the time insured's liability is
Complete Paperless Solutions, LLC
Page 19 of 23
determined, not requiring actual payment by the insured first. There shall be no cross -
liability exclusion precluding coverage for claims or suits by one insured against another.
Coverage shall be applicable to City for injury to employees of Contractor, subcontractors
or others involved in the Work. The scope of coverage provided is subject to approval of
City following receipt of proof of insurance as required herein. Limits are subject to review
but in no event less than $1 Million per occurrence.
Professional Liability or Errors and Omissions Insurance as appropriate shall be
written on a policy form coverage specifically designed to protect against acts, errors or
omissions of the contractor and "Covered Professional Services" as designated in the
policy must include work performed under this agreement. The policy limit shall be no
less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of
the insured and must include a provision establishing the insurer's duty to defend the
Named Insured. The policy retroactive date shall be on or before the effective date of this
agreement.
Acceptable insurers: All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of
insurance or is on the List of Approved Surplus Line Insurers in the State of California,
with an assigned policyholders' Rating of A- (orhigher) and Financial Size Category Class
VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless
otherwise approved by the Agency's Risk Manager.
General conditions pertaining to provision of insurance coverage by Contractor.
Contractor and City agree to the following with respect to insurance provided by
Contractor:
1. Contractor agrees to have its insurer endorse the third -party general liability
coverage required herein to include as additional insureds City, its officials,
employees and agents, using standard ISO endorsement No. CG 2010 (or
otherwise consistent with the insurer's endorsement). Contractor also
agrees to require all contractors, and subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Contractor, or Contractor's employees, or agents, from waiving the
right of subrogation prior to a loss. Contractor agrees to waive subrogation
rights against City regardless of the applicability of any insurance proceeds,
and to require all contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contractor and available or
applicable to this agreement are intended to apply to the full extent of the
policies. Nothing contained in this Agreement or any other agreement
Complete Paperless Solutions, LLC
Page 20 of 23
relating to the City or its operations limits the application of such insurance
coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include any limiting endorsement of any kind that has
not been first submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that would serve
to eliminate so-called "third party action over" claims, including any
exclusion for bodily injury to an employee of the insured or of any contractor
or subcontractor.
6. All coverage types and limits required are subject to approval, modification
and additional requirements by the City, as the need arises. Contractor shall
not make any reductions in scope of coverage (e.g. elimination of
contractual liability or reduction of discovery period} that may affect City's
protection without City's prior written consent.
7. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all of the coverages required and an
additional insured endorsement to Contractor's general liability policy, shall
be delivered to City at or prior to the execution of this Agreement. In the
event such proof of any insurance is not delivered as required, or in the
event such insurance is canceled at any time and no replacement coverage
is provided, City has the right, but not the duty, to obtain any insurance it
deems necessary to protect its interests under this or any other agreement
and to pay the premium. Any premium so paid by City shall be charged to
and promptly paid by Contractor or deducted from sums due Contractor, at
City option.
8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City
of any cancellation of coverage. A ten (10) day notice to City shall apply to
nonpayment of premiums. Contractor agrees to require its insurer to modify
such certificates to delete any exculpatory wording stating that failure of the
insurer to mail written notice of cancellation imposes no obligation, or that
any party will "endeavor" (as opposed to being required) to comply with the
requirements of the certificate.
9. It is acknowledged by the parties of this agreement that all insurance
coverage (except Professional Liability and Workers' Compensation)
required to be provided by Contractor or any subcontractor, is intended to
Complete Paperless Solutions, LLC
Page 21 of 23
apply first and on a primary, noncontributing basis in relation to any other
insurance or self-insurance available to City.
10. Contractor agrees to ensure that subcontractors, and any other party
involved with the project who is brought onto or involved in the project by
Contractor, provide the same minimum insurance coverage required of
Contractor. Contractor agrees to monitor and review all such coverage and
assumes all responsibility for ensuring that such coverage is provided in
conformity with the requirements of this section. Contractor agrees that
upon request, all agreements with subcontractors and others engaged in
the project will be submitted to City for review.
11. Contractor agrees not to self -insure or to use any self-insured retentions or
deductibles on any portion of the insurance required herein and further
agrees that it will not allow any contractor, subcontractor, Architect,
Engineer or other entity or person in any way involved in the performance
of work on the project contemplated by this agreement to self -insure its
obligations to City. If Contractor's existing coverage includes a deductible
or self-insured retention, the deductible or self-insured retention must be
declared to the City. At that time the City shall review options with the
Contractor, which may include reduction or elimination of the deductible or
self-insured retention, substitution of other coverage, or other solutions.
12. The City reserves the right at any time during the term of the contract to
change the amounts and types of insurance required by giving the
Contractor ninety (90) days advance written notice of such change. If such
change results in substantial additional cost to the Contractor, the City will
negotiate additional compensation proportional to the increased benefit to
City.
13. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking
any steps that can be deemed to be in furtherance of or towards
performance of this Agreement.
14. Contractor acknowledges and agrees that any actual or alleged failure on
the part of City to inform Contractor of non-compliance with any insurance
requirement in no way imposes any additional obligations on City nor does
it waive any rights hereunder in this or any other regard.
15. Contractor will renew the required coverage annually as long as City, or its
employees or agents face an exposure from operations of any type
Complete Paperless Solutions, LLC
Page 22 of 23
pursuant to this agreement. This obligation applies whether or not the
agreement is canceled or terminated for any reason. Termination of this
obligation is not effective until City executes a written statement to that
effect.
16. Contractor shall provide proof that policies of insurance required herein
expiring during the term of this Agreement have been renewed or replaced
with other policies providing at least the same coverage. Proof that such
coverage has been ordered shall be submitted prior to expiration. A
coverage binder or letter from Contractor's insurance agent to this effect is
acceptable. A certificate of insurance and/or additional insured
endorsement as required in these specifications applicable to the renewing
or new coverage must be provided to City within five days of the expiration
of the coverages.
17. The provisions of any workers' compensation or similar act will not limit the
obligations of Contractor under this agreement. Contractor expressly
agrees not to use any statutory immunity defenses under such laws with
respect to City, its employees, officials and agents.
18. Requirements of specific coverage features, or limits contained in this
section are not intended as limitations on coverage, limits or other
requirements nor as a waiver of any coverage normally provided by any
given policy. Specific reference to a given coverage feature is for purposes
of clarification only as it pertains to a given issue, and is not intended by any
party or insured to be limiting or all inclusive.
19. These insurance requirements are intended to be separate and distinct from
any other provision in this agreement and are intended by the parties here
to be interpreted as such.
20. The requirements in this Section supersede all other sections and
provisions of this Agreement to the extent that any other section or provision
conflicts with or impairs the provisions of this Section.
21. Contractor agrees to be responsible for ensuring that no contract used by
any party involved in any way with the project reserves the right to charge
City or Contractor for the cost of additional insurance coverage required by
this agreement. Any such provisions are to be deleted with reference to City.
It is not the intent of City to reimburse any third party for the cost of
complying with these requirements. There shall be no recourse against City
for payment of premiums or other amounts with respect thereto.
Complete Paperless Solutions, LLC
Page 23 of 23
Contractor agrees to provide immediate notice to City of any claim or loss against
Contractor arising out of the work performed under this agreement. City assumes no
obligation or liability by such notice but has the right (but not the duty) to monitor the
handling of any such claim or claims if they are likely to involve City.
A� o® CERTIFICATE OF LIABILITY INSURANCE
DATE(MM/05/31/20242024 )
THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
Robert Harris Insurance Agency, Inc.
Lic. #0216736
3150 Bristol St., Suite 200
Costa Mesa CA 92626
CONTACT Arlene Rhodes
NAME:
AHXO.Nro Em. (714) 619-4480 1FAXNo: (714) 619-4481
E-MAIL arlene@rehards.com
ADDRESS:
INSURER(S) AFFORDING COVERAGE NAIL 1
INSURERA: Travelers Casualty Insurance Co of America 19046
INSURED
Complete Paperless Solutions LLC
5130 E La Palma Ave
Ste 206
Anaheim CA 92807-2078
INSURERS: The Travelers Property Casualty Co Of America 25674
INSURER C: Hartford Casualty Ins. Co. 29424
INSURER D: Lloyds of London
INSURER E: Houston Casualty Company
INSURER F:
rnvcd&eec CFRTICIceTP NUMRFR- 24-25 Master Cert REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAYBE 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.
ILTq
TYPE OFINSURANCE
I
ACCORDANCE WITH THE POLICY PROVISIONS.
POLICY NUMBER
POLICY EFF
ICY EXP
MMIDD/YYYY
LIMITS
Rosemead CA 91770
COMMERCIAL GENERAL LIABILITY
EACH OCCURRENCE $ 21000,000
CIAIMS-MADE FxI OCCUR
DANA NTED 300,000
PREMISES Ea oacunence $
MED EXP (Any oneperson) $ 5,000
PERSONAL&ADV INJURY s 2,000,000
A
Y
Y
68088847614
06/23/2024
06/23/2025
GEN-LAGGREGATE LIMITAPPLIES PER.
GENERALAGGREGATE $ 4,000,000
PRODUCTS - COMPIOPAGG $ 4,000,000
X POLICY D PEO, E-1 LOC
$
OTHER:
I
AUTOMOBILE LIABILITY
CEOs e81
. daD1SINGLE LIMIT $ 1,000,000
BODILY INJURY (Per penin)) $
ANYAUTO
BODILY INJURY (Per amidend S
WNED SCHEDULED
AUTOS ONLY AUTOS
HIRED X NON -OWNED
AUTOS ONLY AUTOS ONLY
IA
Y
BAOY748983
06/23/2024
06/23/2025
PeOrecFciUervHDAMAGE $
$
X
UMBRELLA UAB
X
OCCUR
EACH OCCURRENCE $ 1,000,000
AGGREGATE $ 1,000.000
B
EXCESS LIAB
CLAIMS -MADE
CUPOY937051
06/23/2024
06/23/2025
DEC I I RETENTION $
$
1
C
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY YIN
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICERIMEMBER EXCLUDED?
(Mandatory in NH)
NIA
Y
72WECZX9262
06/23/2024
06/23/2025
X1 STATUTE I EORH
1000000
E. L. EACH ACCIDENT $ ,,
E. L. DISEASE - EA EMPLOYEE $ 1,000,000
E. L. DISEASE -POLICY LIMIT $ 1,000,000
If yes desmbe under
DESCRIPTION OF OPERATIONS below
Each Claim Aggregate $2,000,000
D
Errors and Omissions
Claims Made Policy
ESM1039973728
06/23/2024
06/23/2025
Each Claim Deductible $10,000
DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, Addhional Remarks Schedula, may Ira attached if more space is re9uired)
Certificate holder 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.
f.ANCFI I ATIAN
V 1988-2015 AUUKU UVKYVKAIIVIa. All ngnls reserved.
ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
City of Rosemead
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
8838 E. Valley Blvd
Rosemead CA 91770
V 1988-2015 AUUKU UVKYVKAIIVIa. All ngnls reserved.
ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD
AGENCY CUSTOMER ID:
LOC #:
AC40 p® ADDITIONAL REMARKS SCHEDULE
III
Page _ of
AGENCY
Robert Harris Insurance Agency, Inc.
NAMED INSURED
Complete Paperless Solutions LLC
POLICY NUMBER
CARRIER
NAIC CODE
EFFECTIVE DATE: 06/23/2024
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,
FORM NUMBER: 25 FORM TITLE: 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
rights reserved.
The ACORD name and logo are registered marks of ACORD
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF OUR RIGHT TO RECOVER FROM
OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: 72 WEC ZX9262 Endorsement Number:
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
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
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S)
Policy Number: 72 WEC ZX9262 Endorsement Number:
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.
Form WC 99 03 94 Printed in U.S.A.
Process Date: 05/14/23
tW'
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.
0 2011. The Hartford
Policy Expiration Date: 06/23/24
Policy #BA-OY748983
COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET ADDITIONAL INSURED - PRIMARY AND
NON-CONTRIBUTORY WITH OTHER INSURANCE
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
PROVISIONS
The following is added to Paragraph A.1.c., Who
Is An Insured, of SECTION II — 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.S., Other
Insurance of SECTION IV — BUSINESS AUTO
CONDITIONS:
Regardless of the provisions of paragraph a. and
paragraph d. of this part S. 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.
CA T4 74 02 16 m 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
Policy #BA-OY748983
COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET ADDITIONAL INSURED
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
The following is added to Paragraph c. in A.1., Who
Is An Insured, of SECTION 11 — 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".
CA T4 37 02 16 ® 2016 The Travelers Indemnity Company. All rights reserved . Page 1 of 1
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
Policy #BA-OY748983
COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AUTO COVERAGE PLUS ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
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
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
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:
CA T4 20 02 15 ® 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 3
Includes copyrighted material of Insurance services Office, Inc. with its permission.
COMMERCIAL AUTO
E.
F.
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.
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.
TRAILERS — INCREASED LOAD CAPACITY
The following replaces Paragraph C.I. 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.
HIRED AUTO PHYSICAL DAMAGE
The following is added to Paragraph AA., 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.
1. 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.
Page 2 of 3 O 2015 The Travelers Indemnity Company. All rights reserved. CA T4 20 02 15
Includes copyrighted material of Insurance services Office, Inc. with its permission.
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
COMMERCIAL AUTO
(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.
CA T4 20 02 15 ® 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 3
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
Policy #BA-OY748983
COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET WAIVER OF SUBROGATION
This endorsement modifies insurance provided under the following:
AUTO DEALERS COVERAGE FORM
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
The following replaces Paragraph A.5., Transfer of required of you by a written contract executed
Rights Of Recovery Against Others To Us, of the prior to any "accident" or "loss", provided that the
CONDITIONS Section: "accident" or "loss" arises out of the operations
S. Transfer Of Rights Of Recovery Against Oth- contemplated by such contract. The waiver ap-
ers To Us plies only to the person or organization desig-
We waive any right of recovery we may have nated in such contract.
against any person or organization to the extent
CA T3 40 02 15 ® 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 1
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
0 V fV Policy a ESM1039973728
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 t (SECTION F only).
62. Vacant premises
in respect of INSURING CLAUSES 4 and S, 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 anyway 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.
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 Policyyou 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).
49 C f V Policyr ESM1039973728
2. Additional insureds
We will indemnify any third parry as an additional insured under this Policy, but only in respect of sums which they
become legally obliged to pay (including liabilityfor 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 againstyou will be treated by us as if theywere a third partyand 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 managerswith your calculation of the financial loss including.
a. how the loss has been calculated and what assumptions have been made; and
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. C f C Policy # ESM1039973728
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 uswhose decision will be final and binding.
Once an independent expert has been appointed, their calculation of any financial loss sustained byyou will be final
and binding.
5. Cancellation
This Policy maybe canceled with 30 days written notice by eitheryou 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.
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. C f V Policy x ESM1039973728
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 polity 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 Policywhich 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 1 only) and the employee has failed to meet these requirements then this Policy will only
Technology JUS) v33
I cfc
Polity x FSM1039973728
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 Policyto include the acquired entity as a subsidiary.
If you acquire an entity during the period of the policywhose annual revenue exceeds 20% of the company's annual
revenue, as stated in its most recent financial statements, cover is automatically extended underthis Policyto include
the acquired entity as a subsidiaryfor 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 In. 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.
. - - Technologv (US; v3.1
. CfC Policy* ESM1039973728
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
CFC Undei Li IT Pa is A:d h.r as . ,i
, _ 1999-2019 CC Undervvfltulg Lt JI w 0 its, h Tee hnato3Y (US)
>'3.1
qC f C Policy # ESM1039973728
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.
POLICY # 68086847614
COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY,
XTEND ENDORSEMENT FOR TECHNOLOGY
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any
injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or
limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to
the extent that coverage is excluded or limited by such an endorsement. The following listing is a general
coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to
determine rights. duties. and what is and is not covered.
A. Non -Owned Watercraft — 75 Feet Long Or Less
B. Who Is An Insured — Unnamed Subsidiaries
C. Who Is An Insured — Employees — Supervisory
Positions
D. Who Is An Insured — Newly Acquired Or Formed
Limited Liability Companies
E. Who Is An Insured — Liability For Conduct Of
Unnamed Partnerships Or Joint Ventures
F. Blanket Additional Insured — Persons Or
Organizations For Your Ongoing Operations As
Required By Written Contract Or Agreement
G. Blanket Additional Insured — Broad Form Vendors
H. Blanket Additional Insured — Controlling Interest
PROVISIONS
A. NON -OWNED WATER CRAFT — 75 FEET LONG
OR LESS
1. The following replaces Paragraph (2) of
Exclusion 9., Aircraft, Auto Or Watercraft,
in Paragraph 2. of SECTION 1 —
COVERAGES — COVERAGE A — BODILY
INJURY AND PROPERTY DAMAGE
LIABILITY:
(2) A watercraft you do not own that is:
(a) 75 feet long or less; and
(b) Not being used to carry any person or
property for a charge;
2. The following replaces Paragraph 2.e. of
SECTION II — WHO IS AN INSURED:
I. Blanket Additional Insured — Mortgagees,
Assignees, Successors Or Receivers
J. Blanket Additional Insured — Governmental
Entities — Permits Or Authorizations Relating To
Premises
K. Blanket Additional Insured — Governmental
Entities — Permits Or Authorizations Relating To
Operations
L.. Medical Payments — Increased Limit
M. Blanket Waiver Of Subrogation
N. Contractual Liability — Railroads
0. Damage To Premises Rented To You
is responsible for the use of a watercraft
that you do not own that is:
(1) 75 feet long or less; and
(2) Not being used to carry any person or
property for a charge.
B. WHO IS AN INSURED — UNNAMED
SUBSIDIARIES
The following is added to SECTION II — WHO IS
AN INSURED:
Any of your subsidiaries, other than a partnership
or joint venture, that is not shown as a Named
Insured in the Declarations is a Named Insured if:
a. You are the sole owner of, or maintain an
ownership interest of more than 50% in, such
subsidiary on the first day of the policy period;
and
e. Any person or organization that, with your
express or implied consent, either uses or b. Such subsidiary is not an insured under
similar other insurance.
CG D417 02 19 0 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 5
Includes copyrighted material of Insuranoe Services Off". Inc. with its permission.
COMMERCIAL GENERAL LIABILITY
No such subsidiary is an insured for "bodily injury"
or "property damage" that occurred, or "personal
and advertising injury' caused by an offense
committed:
a. Before you maintained an ownership interest
of more than 50% in such subsidiary; or
b. After the date, if any, during the policy period
that you no longer maintain an ownership
interest of more than 50% in such subsidiary.
For purposes of Paragraph 1. of Section II — Who
Is An Insured, each such subsidiary will be
deemed to be designated in the Declarations as:
a. A limited liability company;
b. An organization other than a partnership, joint
venture or limited liability company; or
c. A trust:
as indicated in its name or the documents that
govern its structure.
C. WHO IS AN INSURED — EMPLOYEES —
SUPERVISORY POSITIONS
The following is added to Paragraph 2.a.(1) of
SECTIO N It — WHO IS AN INSURED:
Paragraphs (1)(a), (b) and (c) above do not apply
to 'bodily injury" to a co -"employee" while in the
course of the co "employee's" employment by you
arising out of work by any of your "employees"
who hold a supervisory position.
D. WHO IS AN INSURED — NEWLY ACQUIRED
OR FOR MED LIMITED LAISILITY COMPANIES
The following replaces Paragraph 3, of SECTION
II — WHO IS AN INSURED:
3. Any organization you newly acquire or form,
other than a partnership or joint venture, and
of which you are the sole owner or in which
you maintain an ownership interest of more
than 50%, will qualify as a Named Insured if
there is no other similar insurance available to
that organization. However:
a. Coverage under this provision is afforded
only:
(1) Until the 180th day after you acquire
or form the organization or the end of
the policy period, whichever is earlier,
if you do not report such organization
in writing to us within 180 days after
you acquire or form d; or
organization in writing to us within
180 days after you acquire or form it:
b. Coverage A does not apply to "bodily
injury' or "property damage" that occurred
before you acquired or formed the
organization; and
c. Coverage B does not apply to "personal
and advertising injury' arising out of an
offense committed before you acquired or
formed the organization.
For the purposes of Paragraph 1. of Section II
— Who Is An Insured, each such organization
will be deemed to be designated in the
Declarations as:
a. A limited liability company;
b. An organization, other than a partnership,
joint venture or limited liability company;
or
c. A trust;
as indicated in its name or the documents
that govern its structure.
E. WHO IS AN INSURED — L.AIBILTY FOR
CONDUCT OF UNNAMED PARTNERSHIP SO R
JOINT VENTURES
The following replaces the last paragraph of
SECTION It — WHO IS AN INSURED:
No person or organization is an insured with
respect to the conduct of any current or 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 otherwise qualifies as an
insured under Section 11— Who Is An Insured.
F. BLANKET ADDITIONAL INSURED — PERSONS
OR ORGANIZATIONS FOR YOUR ONGOING
OPERATIONS AS REQUIRED BY WRITTEN
CONTRACT OR AGREEMENT
The following is added to SECTION II — WHO IS
AN INSURED:
Any person or organization that is not otherwise
an insured under this Coverage Part 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 liability
for "bodily injury' or "property damage" that:
a. Occurs subsequent to the signing of that
contract or agreement; and
(2) Until the end of the policy period, b. Is caused, in whole or In part, by your acts or
when that date is later than 180 days
after you acquire or form such omissions in the performance of your ongoing
organization. 0 you report such operations to which that contract or
Page 2 of 5 02017 The Travelers Indemnity Company. At rights reserved. CG D4 17 02 19
Includes copyrighted material of Insurance Services OKice. Inc. with Its permission.
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
DORM 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 liability for "bodily 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 will be the mirrmum 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
(b) Now products" that, after distribution or
sale by you, have been labeled or
relabeled or used as a container, part or
ingredient of any other thing or substance
by or 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 followirig is added to SECTION It — 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 injury" that arises
out of:
a. Such financial control; or
b. Such person's or organization's
ownership, maintenance or use of
premises [eased to or occupied by you.
The insurance provided to such person or
organization does not appy 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 11— 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 If — 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
Pan is an insured, but only with respect to its
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inehdes cWriphted matenq of INwance Sovioes pulps. Inc. with its permission.
COMMERCIAL GENERAL LIABILITY
liability as mortgagee, assignee, successor or
receiver for "bodily injury", "property damage" or
"personal and advertising injury" that:
a. Is "bodily injury" or "property damage" that
occurs, or is "personal and advertising injury"
caused by an offense that is committed,
subsequent to the signing of that contract or
agreement; and K.
b. Arises out of the ownership, maintenance or
use of the premises for which that mortgagee,
assignee, successor or receiver is required
under that contract or agreement to be
included as an additional insured on this
Coverage Part.
The insurance provided to such mortgagee,
assignee, successor or receiver is subject to the
following provisions:
a. The limits of insurance provided to such
mortgagee, assignee, successor or receiver
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.
b. The insurance provided to such person or
organization does not apply to:
(1) Any "bodily injury" or "property damage"
that occurs, or any "personal and
advertising injury" caused by an offense
that is committed, after such contract or
agreement is no longer in effect; or
(2) Any "bodily injury", "property damage" or
"personal and advertising injury" arising
out of any structural alterations, new
construction or demolition operations
performed by or on behalf of such
mortgagee, assignee, successor or
receiver,
J. BLANKET ADDITIONAL INSURED —
GOVERNMENTAL ENTITIES — PERMITS OR
AUTHORIZATIONS RELATING TO PREMISES
The following is added to SECTION 11— WHO IS
AN INSURED:
Any governmental entity that has issued a permit
or authorization with respect to premises owned
or occupied by, or rented or loaned to, you and
that you are required by any ordinance, law,
building code or written contract or agreement to
include as an additional insured on this Coverage
Part is an insured, but only with respect to liability
for "bodily injury". "property damage" or "personal
and advertising injury" arising out of the
existence. ownership, use, maintenance, repair,
construction, erection or removal of any of the
following for which that governmental entity has
issued such permit or authorization: advertising
signs, awnings, canopies, cellar entrances, coal
holes, driveways, manholes, marquees, hoist
away openings, sidewalk vaults, elevators, street
banners or decorations.
BLANKET ADDITIONAL INSURED —
GOVERNMENTAL ENTITIES — PERMITS OR
AUTHORIZATIONS RELATING TO OPER-
ATIONS
The following is added to SECTION 11 — WHO IS
AN INSURED:
Any governmental entity that has issued a permit
or authorization with respect to operations
performed by you or on your behalf and that you
are required by any ordinance, law, building code
or written contract or agreement to include as an
additional insured on this Coverage Part is an
insured, but only with respect to liability for "bodily
injury". "property damage" or "personal and
advertising injury" arising out of such operations.
The insurance provided to such governmental
entity does not apply to:
a. Any "bodily injury", "property damage" or
"personal and advertising injury" arising out of
operations performed for the governmental
entity; or
b. Any "bodily injury" or "property damage"
included in the "products -completed
operations hazard".
L. MEDICAL PAYMENTS — INCREASED LIMIT
The following replaces Paragraph 7. of SECTION
111 — LIMITS OF INSURANCE:
7. Subject to Paragraph 5. above, the Medical
Expense Limit is the most we will pay under
Coverage C for all medical expenses because
of "bodily injury" sustained by any one
person, and will be the higher of:
a. $10.000; or
b. The amount shown in the Declarations of
this Coverage Part for Medical Expense
Limit.
M. BLANKET WAIVER OF SUBROGATION
The following is added to Paragraph 8., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION N — COMMERCIAL GENERAL
LIABILITY CONDITIONS:
If the insured has agreed in a contract or
agreement to waive that insured's right of
recovery against any person or organization, we
Page 4 of S ® 2017 The Travelers Indemnity Company. All rights reserved. CG D4 17 02 19
Includes copyrighted material of Insurance Services (Mice, Inc. with its permission
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 folkwring replaces Paragraph c. of the
definition of "insured contract" in the
DEFINITIONS Section:
C. Any easement or license agreement;
COMMERCIAL GENERAL LIABILITY
2. Paragraph L(1) of the definition of "insured
contract" in the DEFINITIONS Section is
deleted.
O. DAMAGE TO PREMISES RENTED 70 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 arty 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 02017 The Trawlers hrdemnilyCempesy. Au rphle reserved. Page 5 of 5
Includes copyrighted material of Insurance Services Wee, Inc with b pennssion,