Loading...
HomeMy WebLinkAboutAGMT - Flock Group Inc (Camera and Database Access for Automated License Plate Reader Cameras) DocuSign Envelope ID:283FDA70-BC99-4D7D-84FA-86EA6984E5FF ORDER FORM Customer Seal Beach PD Initial Term:60 Months Legal Entity Name:City of Seal Beach Renewal Term: 12 Months Accounts Payable Email hgrav ii,scalbeachc t ov Payment Terms:Net 30 Address:21 1 8th Street Seal Beach,California 90740 Billing Frequency:Annual-First Year at Signing_ RetentionPeriod:30 Days Hardware and Software Products Annual recurring amounts over subscription term Flock Safety Platform S3,000.00 Flock Safety LPR Product% Flock Safety Falcon 1t- Included I Included Professional Services and One Time Purchases One Time Fees Subtotal Year I:S3,000. 00 Annual Recurring Subtotal: $3,000.00 Estimat ed Tax:SO 0 0 Contrac Total:S1 5,000.00 Tares shown above are provided us an estimate.Actual tares are the responsibility oldie('uwomer.This Agreement will automatically renew for up to three successive renewal terms of one year (each,a 'Renewal Term")unless either Porte gives the other Party notice of-non-renewal at least thirty(30)days prior to the end of rile then-current term. Billing Schedule Year 1 At Contr act $3,000.00 Signi ng DocuSign Envelope ID:283FDA70-BC99-4D7D-84FA-86EA6984E5FF Annual Recurring after Year I S3,000.00 Contract Total S 15,000 00 •Tax not included Product and Services Description An infrastructure-free license plate reader The Term shall commence upon first installation F camera that utilizes Vehicle Fingerprint® and validation of Flock Hardware to technology to capture vehicular attributes. c k S of et y F al e 0 n Installation on existing One-time Professional Services engagement.Includes site&safety assessment,camera setup&testing, infrastructure and shipping&handling in accordance with the Flock Safety Advanced Implementation Service Brief. Professional Services- One-time Professional Services engagement.Includes site and safety assessment,camera setup and testing, Standard Implementation and shipping and handling in accordance with the Flock Safety Standard Implementation Service Brief. Fee Professional One-time Professional Services engagement.Includes site&safety assessment,camera setup&testing, Services- and shipping&handling in accordance with the Flock Safety Advanced Implementation Service Brief. Advanced Implementation Fee FlockOS Features & Description By executing this Order Form,Customer represents and warrants that it has read and agrees all of the terms and conditions contained in the Terms of Service attached hereto and incorporated by DocuSign Envelope ID:283FDA70-BC99-4D7D-84FA-86EA6984E5FF reference herein. The Parties have executed this Agreement as of the dates set forth below. FLOCK GROUP,INC. Customer: City of Seal Beach "--OocuSignetl 6y. • ,J ft + 41 arle(11/4M By: �AMAYrc tsw� By: 11. Mark Smith . Name: Name: 1 ( i .-Tyyjraynil iitic. i ' 1 Title: ate: Date: I Nicholas R. Ghirelli City Attorney PO Number: DocuSign Envelope ID:283FDA70-BC99-4D7D-84FA-86EA6984E5FF TERMS AND CONDITIONS 1. DEFINITIONS Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross-referenced in this Section 1. 1.1 "Anonymized Data" means Customer Data permanently stripped of identifying details and any potential personally identifiable information, by commercially available standards which irreversibly alters data in such a way that a data subject(i.e., individual person or entity) can no longer be identified directly or indirectly, and is thereby rendered "anonymized data" as defined in ISO 25237:2017, Sections 3.2 and 3.3. 1.2 "Authorized End User(s)" means any individual employees, agents, or contractors of Customer accessing or using the Services, under the rights granted to Customer pursuant to this Agreement. 1.3 "Customer Data" means the data, media and content provided or made accessible to Flock by Customer through the Services. For the avoidance of doubt, the Customer Data will include the Footage. 1.4. "Customer Hardware" means the third-party camera owned or provided by Customer and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Services. 1.5 "Embedded Software" means the Flock proprietary software and/or firmware integrated with or installed on the Flock Hardware or Customer Hardware. 1.6 "Flock Hardware" means the Flock device(s), which may include the pole, cameras, clamps, solar panel, installation components, and any other Flock owned physical elements that interact with the Embedded Software and the Web Interface, to provide the Flock Services as specifically set forth in the applicable product addenda. 1.7 "Flock/P' means the Services, the Embedded Software, and any intellectual property or proprietary information therein or otherwise provided to Customer and/or its Authorized End Users. Flock IP does not include Footage (as defined below). DocuSign Envelope ID:283FDA70-BC99-4D7D-84FA-86EA6984E5FF 1.8 "Flock Network End User(s)" means any user of the Flock Services that Customer authorizes access to or receives data from, pursuant to the licenses granted herein. 1.9 "Flock Services" or Services"means the provision of Flock's software and hardware situational awareness solution, via the Web Interface, for automatic license plate detection, alerts, audio detection, searching image records, video and sharing Footage. 1.10 "Footage" means still images, video, audio and other data captured by the Flock Hardware or Customer Hardware in the course of and provided via the Flock Services. 1.11 ` iotlist(s)" means a digital file containing alphanumeric license plate related information pertaining to vehicles of interest, which may include stolen vehicles, stolen vehicle license plates, vehicles owned or associated with wanted or missing person(s), vehicles suspected of being involved with criminal or terrorist activities, and other legitimate matters of concern to law enforcement. Hotlist also includes, but is not limited to, national data (i.e., NCIC) for similar categories, license plates associated with AMBER Alerts or Missing PersonsNulnerable Adult Alerts and includes manually entered license plate information associated with crimes that have occurred in any local jurisdiction. 1.12 "Installation Services" means the services provided by Flock for installation of Flock Services and Flock Hardware. 1.13 "Permitted Purpose" means any legitimate law enforcement purpose, including but not limited to the awareness, prevention, and prosecution of crime, investigations, prevention of commercial harm, to the extent permitted by law. 1.14 "Retention Period' means the time period that the Customer Data is stored within the cloud storage, as specified in the product addenda. 1.15 "Vehicle FingerprintTM" means the unique vehicular attributes captured through Services such as: type, make, color, state registration, missing/covered plates, bumper stickers, decals, roof racks, and bike racks. 1.16 "Web Interface" means the website(s) or application(s) through which Customer and its Authorized End Users can access the Services. 1.17 "Applicable Laws"means Title 1.81 of Part 4 of Division 3 of the California Civil Code, including Section 1798.90.5, et seq., and the California Consumer Privacy Act, Section 1798.100, et seq., Government Code Section 7284, et seq., and any and all other applicable local, State and federal laws and regulations. DocuSign Envelope ID:283FDA70.BC99-4D7D-84FA-86EA6984E5FF 2. SERVICES AND SUPPORT 2.1 Provision of Access. Flock hereby grants to Customer a non-exclusive, nontransferable right to access the features and functions of the Flock Services via the Web Interface during the Term, solely for the Authorized End Users. The Footage will be available for Authorized End Users to access and download via the Web Interface the longer of: the Retention Period, period required by Customer's records retention requirements, or State law including California Government Code Section 34090, et seq., or any period set forth in a notice of litigation hold as provided herein. Authorized End Users will be required to sign up for an account and select a password and username ("User ID"). If requested by Customer, Flock will require and provide 2-step verification for any access by any user of the Services. Customer shall be responsible for all acts and omissions of Authorized End Users, and any act or omission by an Authorized End User which, including any acts or omissions of authorized End user which would constitute a breach of this agreement if undertaken by Customer. Customer shall undertake reasonable efforts to make all Authorized End Users aware of all applicable provisions of this Agreement and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Flock Services, (such as using a third party to host the Web Interface for cloud storage or a cell phone provider for wireless cellular coverage), provided any such third parties with access to Customer Data, maintain confidentiality of Customer Data. 2.2 Embedded Software License. Flock grants Customer a limited, non- exclusive, non-transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as it pertains to Flock Services, solely as necessary for Customer to use the Flock Services. 2.3 Support Services. Flock shall monitor the Flock Services, and any applicable device health, in order to improve performance and functionality. Flock will use commercially reasonable efforts to respond to requests for support within forty- eight (48) hours of becoming aware of a malfunction in the Flock Services or Flock Hardware. Flock will provide Customer with reasonable technical and on- site support and maintenance services in-person, via phone or by email at supportt flocksafetv.com (such services collectively referred to as 'Support Services"). 2.4 Upgrades to Platform. Flock may make any upgrades to system or platform that it deems necessary or useful to (i) maintain or enhance the quality or delivery of Flock's products or services to its customers, the competitive strength of, or market for, Flock's products or services such platform or system's cost efficiency or performance, or (ii) to comply with applicable law. Parties understand and Flock agrees that such upgrades are necessary from time to time and will not diminish the quality of the Services or materially change any terms or conditions within this Agreement. DocuSign Envelope ID:283FDA70-BC99-4D7D-84FA-86EA6984E5FF 2.5 Service Interruption. Services may be interrupted in the event that: (a) Flock's provision of the Services to Customer or any Authorized End User is prohibited by applicable law; (b) any third-party services required in order to provide the Services are interrupted; (c) if Flock reasonably believe Services are being used for malicious, unlawful, or otherwise unauthorized use; (d) there is a threat or attack on any of the Flock IP by a third party; or (e) scheduled or emergency maintenance ("Service Interruption"). Flock will make commercially reasonable efforts to provide written notice of any Service Interruption to Customer, to provide updates, and to resume providing access to Flock Services as soon as reasonably possible after the event giving rise to the Service Interruption is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized End User may incur as a result of an unforeseeable Service Interruption. To the extent that the Service Interruption is not caused by Customer's direct actions or by the actions of parties under the Customer's direction, the time will be tolled by the duration of the Service Interruption (for any continuous suspension lasting at least one full day). For example, in the event of a Service Interruption lasting five (5) continuous days, Customer will receive a credit for five (5) free days at the end of the Term. 2.6 Service Suspension. Flock may temporarily suspend Customer's and any Authorized End User's access to any portion or all of the Flock IP or Flock Service if(a) there is a threat or attack on any of the Flock IP by Customer; (b) Customer's or any Authorized End User's use of the Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of Flock; (c) Customer or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Customer has violated any term of this provision, including, but not limited to, utilizing Flock Services for anything other than the Permitted Purpose; or (e) any unauthorized access to Flock Services through Customer's account ("Service Suspension"). Customer shall not be entitled to any remedy for the Service Suspension period, including any reimbursement, tolling, or credit, unless the suspension occurred at no fault of Customer. If the Service Suspension was not caused by Customer, the Term will be tolled by the duration of the Service Suspension. 2.7 Hazardous Conditions. Flock Services do not contemplate hazardous materials, or other hazardous conditions, including, without limit, asbestos, lead, toxic or flammable substances. In the event any such hazardous materials are discovered in the designated locations in which Flock is to perform services under this Agreement, Flock shall have the right to cease work immediately. 3. CUSTOMER OBLIGATIONS 3.1 Customer Obligations. Flock will assist Customer Authorized End Users in the creation of a User ID. Authorized End Users agree to provide Flock with DocuSign Envelope ID:283FDA70-BC99-4D7D-84FA-86EA6984E5FF accurate, complete, and updated registration information. Authorized End Users may not select as their User ID, a name that they do not have the right to use, or any other name with the intent of impersonation. Customer and Authorized End Users may not transfer their account to anyone else without prior written permission of Flock. Authorized End Users shall not share their account username or password information and must protect the security of the username and password. Unless otherwise stated and defined in this Agreement, Customer shall not designate Authorized End Users for persons who are not officers, employees, or agents of Customer. Authorized End Users shall only use Customer-issued email addresses for the creation of their User ID. Customer is responsible for any Authorized End User activity associated with its account. Customer shall ensure that Customer provides Flock with up to date contact information at all times during the Term of this agreement. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Flock Services. Customer shall (at its own expense) provide Flock with reasonable access and use of Customer facilities and Customer personnel in order to enable Flock to perform the Services (such obligations of Customer are collectively defined as `Customer Obligations"). 3.2 Customer Representations and Warranties. Customer represents, covenants, and warrants that Customer shall use Flock Services only in compliance with this Agreement and all Applicable Laws and regulations, including but not limited to any laws relating to the recording or sharing of data, video, photo, or audio content. 4. DATA USE AND LICENSING 4.1 Customer Data. As between Flock and Customer, all right, title and interest in the Customer Data, belong to and are retained solely by Customer. For the term of this Agreement, Customer hereby grants to Flock a limited, non- exclusive, royalty-free, irrevocable, worldwide license to use the Customer Data solely for the purpose of performing all acts as may be necessary for Flock to lawfully provide the Flock Services to Customer. Flock does not own and shall not sell Customer Data. Notwithstanding any other provision herein, Flock shall: (a) keep and maintain Customer Data and Customer Generated Data (collectively, "Data", sometimes in this Section 4) in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Agreement and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose the Data solely and exclusively for the purpose of providing the Services, such use and disclosure being in accordance with this Agreement, and Applicable Laws; (c) allow access to the Data only to Customer, Authorized End Users, and those employees or agents of Flock who are directly involved with and responsible for providing the Services, and/or third parties bound in writing to maintain confidentiality of the Data; and, (d) not use, sell, rent, transfer, DocuSign Envelope ID:283FDA70-BC99-4D7D-84FA-86EA6984E5FF distribute, or otherwise disclose or make available any of the Data for Flock's own purposes or for the benefit of anyone other than Customer without Customer's prior written consent, or as otherwise provided herein. 4.2 Customer Generated Data. Flock may provide Customer with the opportunity to post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available, messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, or other information or materials produced by Customer (`Customer Generated Data"). Customer shall retain whatever legally cognizable right, title, and interest in Customer Generated Data. Customer understands and acknowledges that Flock has no obligation to monitor or enforce Customer's intellectual property rights of Customer Generated Data. For the term of this Agreement, Customer grants Flock a non- exclusive, irrevocable, worldwide, royalty-free, license to use the Customer Generated Data for the purpose of providing Flock Services. Flock does not own and shall not sell, share or disseminate Customer Generated Data, except as expressly authorized herein.. 4.3 Anonymized Data. Flock shall have the right to collect, analyze, and anonymize Customer Data and Customer Generated Data to the extent such anonymization renders the data non-identifiable to create Anonymized Data, as defined herein, to use and perform the Services and related systems and technologies, including the training of machine learning algorithms. Customer hereby grants Flock a non-exclusive, worldwide, perpetual, royalty-free right to use and distribute such Anonymized Data to improve and enhance the Services and for other development, diagnostic and corrective purposes, and other Flock offerings. Parties understand that the aforementioned license is required for continuity of Services. Flock does not own and shall not sell Anonymized Data. 4.4 Security of Customer Data. In storing, handling, transmitting, and/or accessing Customer Data and Customer Generated Data, Flock shall incorporate a comprehensive set of data security protocols comprising a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that comply with Applicable Laws, to protect Data at rest, Data in use, and Data in transit, and that, at minimum: (i) control access to Data; (ii) include regular audits, including threat assessments, to evaluate susceptibility to unauthorized access; (iii) provide regular maintenance and updating to ensure current cyber threats are identified and proactive defensive measures are undertaken; (iv) meet all current rules, regulations, policies, and standards of the Criminal Justice Information Services, Division of the Federal Bureau of Investigation (CJIS), including ensuring that persons having access to Data are free of criminal history or any other security threat that would otherwise disqualify any such person from accessing confidential criminal justice DocuSign Envelope ID:283FDA70-13C99-4D7D-84FA-86EA6984E5FF information under current rules, regulations, policies, and standards of the CJIS; and (v) provide for the physical and environmental protection of all Data. In the event of any act, error or omission, negligence, misconduct, or breach that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of Data , or the physical, technical, administrative, or organizational safeguards put in place by Flock that relate to the protection of the security, confidentiality, or integrity of that Data, Flock shall, as applicable: (a) notify Customer as soon as practicable or as required by Applicable Laws, but no later than forty-eight (48) hours of becoming aware of such occurrence; (b) cooperate with Customer in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with Applicable Laws; (c) in the case of personally identifiable information, provide all notifications to individuals required by Applicable Laws; (d) perform or take any other actions required to comply with Applicable Law as a result of the occurrence; and (e) provide to Customer a detailed plan within ten (10) calendar days of the occurrence describing the measures Flock will undertake to prevent a future occurrence. To the maximum extent permitted by law, Flock shall indemnify, defend and pay reasonable attorneys 'fees and costs, and hold Customer and Customer's elected officials, officers, employees, and agents free and harmless, with respect to any and all claims and liabilities to the extent arising out of, related to, or incurred in connection with any unauthorized access to or theft of Data, including any and all related bank charges in the case of identity theft, to the extent arising out of the negligence or willful misconduct of Flock or any of its agents ; provided, however, that Flock's liability for "cyber theft" shall not exceed the limits of Flock's cyber liability policy required herein. All cloud based storage shall comply with ISO/IEC 27001 - 27018, as applicable, or successor standards thereto, and shall be provided solely within the continental United States and on computing and data storage devices residing therein, and all such locations shall be disclosed to Customer promptly upon request. Customer shall have full and complete access to, and ability to download, any Data 24 hours per day, 7 days per week, except during authorized periods of maintenance by Flock or during a Service Suspension not due to the fault of Customer. Customer may at any time, provide Flock with a written "notice of litigation hold", therein requiring Flock to isolate and maintain any Customer Data that Flock has access to and that becomes relevant to any criminal or civil action or discovery process involving Customer. 5. CONFIDENTIALITY; DISCLOSURES DocuSign Envelope ID:283FDA70-BC99-4D7D-84FA-86EA6984E5FF 5.1 Confidentiality. To the extent required by any applicable public records requests, each Party (the "Receiving Party') understands that the other Party (the "Disclosing Party') has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information includes non-public information provided by the Disclosing Party to the Receiving Party regarding features, functionality, and performance of this Agreement. For avoidance of doubt, all Customer Data and Customer Generated Data is Proprietary Information. The Receiving Party agrees: (i) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the Party takes with its own proprietary information, but in no event less than commercially reasonable precautions, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, subpoena, or the California Public Records Act, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order or other compelled disclosure. At the termination of this Agreement, all Proprietary Information will be returned to the Disclosing Party, destroyed or erased (if recorded on an erasable storage medium), together with any copies thereof, when no longer needed for the purposes above, or upon request from the Disclosing Party, and in any case upon termination of the Agreement. Notwithstanding any termination, all confidentiality obligations as to Proprietary Information that is asserted to be a trade secret shall continue in perpetuity or until such information is no longer trade secret. 5.2 Usage Restrictions on Flock IP. Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and Customer acknowledges that it neither owns nor acquires any additional rights in and to the Flock IP not expressly granted by this Agreement. Customer further acknowledges that Flock retains the right to use the Flock IP for any purpose in Flock's sole discretion. Customer and Authorized End Users shall not: (i) copy or duplicate any of the Flock IP; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any software component of any of the Flock IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Flock IP; (iii) attempt to modify, alter, tamper with or repair any of the Flock IP, or attempt to create any derivative product from any of the foregoing; (iv) interfere or attempt to interfere in any manner with the DocuSign Envelope ID:283FDA70-BC99-4D7D-84FA-86EA6984E5FF functionality or proper working of any of the Flock IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within the Flock Services or Flock IP; (vi) use the Flock Services for anything other than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent, or otherwise transfer, convey, pledge as security, or otherwise encumber, Customer's rights. There are no implied rights. 5.3 Disclosure of Footage. Subject to and during the Retention Period, and in compliance with all Applicable Laws, Flock may access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to comply with a court order, subpoena, Applicable Laws, or to enforce this Agreement, or detect, prevent or otherwise address an actual security breach, crime, or emergency situations where there is an actual threat to public health or safety. 6. PAYMENT OF FEES 6.1 Billing and Payment of Fees. Customer shall pay the fees set forth in the applicable Order Form based on the billing structure and payment terms as indicated in the Order Form. If Customer believes that Flock has billed Customer incorrectly, Customer shall use reasonable efforts to contact Flock no later than thirty (30) days after the closing date on the first invoice in which the error or problem appeared to receive an adjustment or credit. Customer acknowledges and agrees that a failure to utilize reasonable efforts to contact Flock within this period will serve as a waiver of any claim. If any undisputed fee is more than thirty (30) days overdue, Flock may, without limiting its other rights and remedies, suspend delivery of its service until such undisputed invoice is paid in full. Flock shall provide at least thirty (30) days 'prior written notice to Customer of the payment delinquency before exercising any suspension right. Notwithstanding any other provision herein, Customer shall have no obligation to pay for Installation Services until complete and accepted by Customer in writing. 6.2 Notice of Changes to Fees. Flock reserves the right to change the fees for subsequent Renewal Terms by providing sixty (60) days 'notice (which may be sent by email) prior to the end of the Initial Term or Renewal Term (as applicable). 6.3 Late Fees. If payment is not issued to Flock by the due date of the invoice, an interest penalty of 1.0% of any unpaid amount may be added for each month or fraction thereafter, until final payment is made. 6.4 Taxes. Customer is responsible for all taxes, levies, or duties, excluding only taxes based on Flock's net income, imposed by taxing authorities associated with the order. If Flock has the legal obligation to pay or collect taxes, including DocuSign Envelope ID:283FDA70-BC99-4D7D-84FA-86EA6984E5FF amount subsequently assessed by a taxing authority, for which Customer is responsible, the appropriate amount shall be invoice to and paid by Customer unless Customer provides Flock a legally sufficient tax exemption certificate and Flock shall not charge Customer any taxes from which it is exempt. If any deduction or withholding is required by law, Customer shall notify Flock and shall pay Flock any additional amounts necessary to ensure that the net amount that Flock receives, after any deduction and withholding, equals the amount Flock would have received if no deduction or withholding had been required. 7. TERM AND TERMINATION 7.1 Term. The initial term of this Agreement shall be for sixty (60) months, unless sooner terminated as provided herein (the "Term"). Following the Term, and notwithstanding any provision of the Order Form, this Agreement will automatically renew for up to three (3) successive renewal terms of one year (each, a "Renewal Term") unless either Party gives the other Party notice of non-renewal at least thirty (30) days prior to the end of the then-current term. 7.2 Termination. Upon termination or expiration of this Agreement, Flock will remove any applicable Flock Hardware at a commercially reasonable time period. In the event of any material breach of this Agreement, the non-breaching Party may terminate this Agreement prior to the end of the Term by giving thirty (30) days prior written notice to the breaching Party; provided, however, that this Agreement will not terminate if the breaching Party has cured the breach prior to the expiration of such thirty (30) day period ("Cure Period"). Either Party may terminate this Agreement (i) upon the institution by or against the other Party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other Party's making an assignment for the benefit of creditors, or (iii) upon the other Party's dissolution or ceasing to do business. In the event of a material breach by Flock, and Flock is unable to cure within the Cure Period, Flock will refund Customer a pro-rata portion of the pre-paid fees for Services not received due to such termination. 7.3 Survival. The following Sections will survive termination: 1, 3, 4, 5, 6, 7, 8.3, 8.4, 9, 10.1 and 11.6. 8. REMEDY FOR DEFECT; WARRANTY AND DISCLAIMER 8.1 Manufacturer Defect. Upon a malfunction or failure of Flock Hardware or Embedded Software to perform as represented by Flock or as described in any applicable documentation (a `Defect'), Customer shall use reasonable efforts to notify Flock's technical support team. In the event of a Defect, Flock shall make a commercially reasonable attempt to repair or replace the defective Flock Hardware at no additional cost to the Customer. Flock reserves the right, in its sole discretion, to repair or replace such Defect, provided that Flock shall conduct inspection or testing within a commercially reasonable time, but no longer than seven (7) business days after Customer gives notice to Flock. DocuSign Envelope ID:283FDA70-BC99-4D7D-84FA-86EA6984E5FF 8.2 Replacements. In the event that Flock Hardware is lost, stolen, or damaged, Customer may request a replacement of Flock Hardware at a fee according to the reinstall fee schedule (https://www.flocksafety.com/reinstall- fee-schedule). In the event that Customer chooses not to replace lost, damaged, or stolen Flock Hardware, Customer understands and agrees that (1) Flock Services will be materially affected, and (2)that Flock shall have no liability to Customer regarding such affected Flock Services, nor shall Customer receive a refund for the lost, damaged, or stolen Flock Hardware. 8.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Flock or by third-party providers, or because of other causes beyond Flock's reasonable control, but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. 8.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 8.1 ABOVE IS CUSTOMER'S SOLE REMEDY, AND FLOCK'S SOLE LIABILITY, WITH RESPECT TO DEFECTS. FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THIS DISCLAIMER ONLY APPLIES TO THE EXTENT ALLOWED BY THE STATE OF CALIFORNIA. 8.5 Insurance. Flock will maintain commercial general, auto, and cyber liability and worker compensation policies, in such form and with such limits, as set forth Exhibit A attached hereto. 8.6 Force Majeure. Parties hereto are not responsible or liable for any delays or failures in performance from any cause beyond their control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, pandemics (including the spread of variants), issues of national security, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, supply chain shortages of equipment or supplies, financial institution crisis, weather conditions or acts of hackers, internet service providers or any other third party acts or omissions not caused by a party hereto. Notwithstanding the foregoing, nothing herein shall require Customer to pay for any period during which the Services were unavailable as a result of any force majeure. A party claiming force majeure shall provide prompt written notice DocuSign Envelope ID:283FDA70-BC99-4D7D-84FA-86EA6984E5FF thereof to the other party together with an estimated time when the nonperforming party's performance will re-commence. 9. LIMITATION OF LIABILITY; INDEMNITY 9.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, FLOCK, ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR LOSS OF REVENUE, BUSINESS OR BUSINESS INTERRUPTION; (B) INCOMPLETE, CORRUPT, OR INACCURATE DATA; (C) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (D) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (E) FOR ANY MATTER BEYOND FLOCK'S ACTUAL KNOWLEDGE OR REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE BY CUSTOMER TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT OR OMISSION THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY OF SECTION ONLY APPLIES TO THE EXTENT ALLOWED BY THE STATE OF CALIFORNIA. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY (I) IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) TO ANY INDEMNIFICATION OBLIGATIONS. 9.2 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions of its own employees, officers, or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable for the torts of its own officers, agents, or employees. 9.3 Flock Indemnity. Flock shall indemnify and hold harmless Customer, its agents and employees, from liability of any kind, including claims, stop notices, costs (including defense) and expenses, on account of: (i) any alleged or actual infringement of any intellectual property or proprietary right, including any copyrighted material, patented or unpatented invention, articles, device or appliance manufactured or used in the performance of this Agreement, or related to the Flock Services; or (ii) any damage, injury, or death ofany person, or damage to property, caused by, related to or arising out of installation of Flock DocuSign Envelope ID:283FDA70-BC99-4D7D-84FA-86EA6984E5FF Hardware by Flock or any of its employees, contractors, or agents, except for where such damage or injury was caused solely by the negligence of the Customer or its agents, officers or employees. Should Customer or any Authorized End User be prevented from using the Flock Services or any of the Flock Hardware as a result of any such infringement claim or violation, at Flock's expense, Flock shall (i) obtain all rights for Customer and Authorized End Users to utilize the Services and/or Flock Hardware; (ii) provide alternate services or hardware providing substantially the same functionality; or (iii) refund all amounts prepaid to Flock, remove all Flock Hardware, and restore each Flock Hardware site to its original condition, reasonable wear and tear excepted. 10. INSTALLATION SERVICES AND OBLIGATIONS 10.1 Ownership of Hardware. Flock Hardware is owned and shall remain the exclusive property of Flock. Title to any Flock Hardware shall not pass to Customer upon execution of this Agreement, except as otherwise specifically set forth in this Agreement. Except as otherwise expressly stated in this Agreement, Customer is not permitted to remove, reposition, re-install, tamper with, alter, adjust or otherwise take possession or control of Flock Hardware, unless otherwise necessary in order to protect the public health or safety, or to safeguard Flock Hardware until retrieval by Flock. Customer agrees and understands that in the event Customer is found to engage in any of the foregoing restricted actions, all warranties herein shall be null and void, and this Agreement shall be subject to immediate termination for material breach by Customer. Customer shall not perform any acts which would interfere with the retention of title of the Flock Hardware by Flock. Should Customer default on any payment of the Flock Services for not less than sixty (60) days after service of a written demand for payment, Flock may remove Flock Hardware at Flock's discretion and Flock shall restore all Customer property to substantially its original condition, wear and tear excepted. Such removal, if made by Flock, shall not be deemed a waiver of Flock's rights to any damages Flock may sustain as a result of Customer's default and Flock shall have the right to enforce any other legal remedy or right. 10.2 Deployment Plan. Flock shall advise Customer on the location and positioning of the Flock Hardware for optimal product functionality, as conditions and locations allow. Flock will collaborate with Customer to design the strategic geographic mapping of the location(s) and implementation of Flock Hardware to create a deployment plan ("Deployment Plan"). In the event that Flock determines that Flock Hardware will not achieve optimal functionality at a designated location, Flock shall have final discretion to veto a specific location and will provide alternative options to Customer. Customer may also reject any location proposed by Flock, without penalty. Customer hereby grants Flock a right of entry in and onto Customer's property to perform Installation Services, pursuant to an agreed-upon written schedule and during normal business hours. Notwithstanding any other DocuSign Envelope ID:283FDA70-BC99-4D7D-84FA-86EA6984E5FF provision herein, Customer's obligation to commence payment of subscription fees shall not commence unless and until Installation Services are complete and accepted in writing by Customer 10.3 Changes to Deployment Plan. After installation of Flock Hardware, any subsequent requested changes to the Deployment Plan, including, but not limited to, relocating, re-positioning, adjusting of the mounting, removing foliage, replacement, changes to heights of poles will incur a fee according to the reinstall fee schedule located at (https://www.flocksafety.com/reinstall-fee- schedule), unless any such changes are necessary to comply with any law or regulation, or to minimize any risk to the public health or safety, and not due to any acts, omissions or requests of Customer. Customer will receive prior notice and confirm approval of any such fees. 10.4 Customer Installation Obligations. Customer is responsible for any applicable supplementary cost as described in the Customer Implementation Guide ("Customer Obligations"), provided to and acknowledged in writing by Customer. Customer represents and warrants that it has, or shall lawfully obtain, all necessary right title and authority and hereby authorizes Flock to install the Flock Hardware at the designated locations and to make any necessary inspections or maintenance in connection with such installation. 10.5 Flock's Obligations. Installation of any Flock Hardware shall be installed in a professional manner within a commercially reasonable time from the Effective Date of this Agreement, and in compliance with All Applicable Laws including, but not limited to, the current California Building Code and California Electrical Code. Upon termination or expiration of this Agreement, the Flock Hardware shall be removed and Flock shall restore the location to its original condition, ordinary wear and tear excepted. Flock will continue to monitor the performance of Flock Hardware for the length of the remainder of theTerm, if any. Flock may use a subcontractor or third party to perform certain obligations under this Agreement, provided that Flock's use of such subcontractor or third party shall not release Flock from any duty or liability to fulfill Flock's obligations under this Agreement. 11. MISCELLANEOUS 11.1 Compliance with Laws. Parties shall comply with all Applicable Laws, policies and ordinances and their associated record retention schedules, including responding to any subpoena request(s). Furthermore, the Installation Services constitute "public works" as defined in California Labor Code Section 1720. As to any and all work performed by Flock constituting public works, Flock shall comply with all California Labor Code requirements set forth in Exhibit "B" attached hereto DocuSign Envelope ID:283FDA70-BC99-407D-84FA-86EA6984E5FF 11.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. 11.3 Assignment. This Agreement is not assignable, transferable or sublicensable by either Party, without prior consent. Notwithstanding the foregoing, either Party may assign this Agreement, without the other Party's consent, (i) to any parent, subsidiary, or affiliate entity, or (ii) to any purchaser of all or substantially all of such Party's assets or to any successor by way of merger, consolidation or similar transaction. 11.4 Entire Agreement. This Agreement, together with the Order Form(s), the reinstall fee schedule (https://www.flocksafetv.com/reinstall-fee-schedule). and attached Exhibits, each of which are incorporated by reference herein, are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous or contemporaneous negotiations, discussions or agreements, whether written and oral , communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. None of Customer's purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such conflicting terms are expressly rejected. Any agreed upon purchase order is subject to these terms. Customer shall not be bound by the terms of any "click-through" end user license or similar online agreement or terms and conditions unless provided to and approved in writing in advance by Customer. In the event of any conflict of terms found in this Agreement or any other terms and conditions, the terms of this Agreement shall prevail. Customer agrees that Customer's purchase is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written comments made by Flock with respect to future functionality or feature. 11.5 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Parties do not have any authority of any kind to bind each other in any respect whatsoever. Flock shall at all times be and act as an independent contractor to Customer. 11.6 Governing Law; Venue. This Agreement shall be governed by the laws of the State of California The Parties hereto agree that venue shall be in the Superior Court of the County of Orange, California, or the United States District Court, Central District, State of California. The Parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement. 11.7 Special Terms. Flock may offer certain special terms which are indicated in the proposal and will become part of this Agreement, upon Customer's prior DocuSign Envelope ID:283FDA70-BC99-4D7D-84FA-86EA6984E5FF written consent and the mutual execution by authorized representatives ("Special Terms"). To the extent that any terms of this Agreement are inconsistent or conflict with the Special Terms, the Special Terms shall control. 11.8 Publicity. Provided Customers consent is first obtained, Flock may reference and use Customer's name and trademarks and disclose the nature of the Services in business and development and marketing efforts. 11.9 Feedback. If Customer or Authorized End User provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder, Customer or Authorized End User hereby assigns to Flock all right, title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing. 11.10 Export. Customer may not remove or export from the United States or allow the export or re-export of the Flock IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign Customer or authority. As defined in Federal Acquisition Regulation ("FAR"), section 2.101, the Services, the Flock Hardware and Documentation are "commercial items" and according to the Department of Defense Federal Acquisition Regulation ("DFAR") section 252.2277014(a)(1) and are deemed to be "commercial computer software" and "commercial computer software documentation." Flock is compliant with FAR Section 889 and does not contract or do business with, use any equipment, system, or service that uses the enumerated banned Chinese telecommunication companies, equipment or services as a substantial or essential component of any system, or as critical technology as part of any Flock system. Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 11.11 Headings. The headings are merely for organization and should not be construed as adding meaning to the Agreement or interpreting the associated sections. 11.12 Authority. Each of the below signers of this Agreement represent that they understand this Agreement and have the authority to sign on behalf of and bind the Parties they are representing. DocuSign Envelope ID:283FDA70-BC99-4D7D-84FA-86EA6984E5FF 11.13 Conflict. In the event there is a conflict between this Agreement and any applicable statement of work, or Customer purchase order, this Agreement controls unless explicitly stated otherwise. 11.14 Morality. In the event either party hereto or its agents become the subject of an indictment, contempt, scandal, crime of moral turpitude or similar event that would negatively impact or tarnish the other party's reputation, the innocent party shall have the option to terminate this Agreement upon prior written notice to the other. 11.15 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. All notices will be provided to the email or mailing address listed in the Order Form. 11.16 Non-Appropriation. Notwithstanding any other provision of this Agreement, all obligations of the Customer under this Agreement which require the expenditure of funds are conditioned on the availability of funds appropriated for that purpose. Customer shall have the right to terminate this Agreement for non appropriation with thirty (30) days written notice without penalty or other cost. These Terms and Conditions are subject to change. DocuSign Envelope ID:283FDA70-BC99-4D7D-84FA-86EA6984E5FF EXHIBIT A INSURANCE 1. General Requirements. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to City that Consultant has secured all insurance required under this Section. 1.Minimum Scope and Limits of Insurance. Consultant shall, at its sole cost and expense, procure, maintain and keep in full force and effect for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement, as follows: 17.2.1. Commercial General Liability Insurance: Consultant shall maintain limits no less than $2,000,000 per occurrence for bodily injury, death, personal injury and property damage; and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents, servants, and other persons necessary or incidental to its operation are insureds. 17.2.2. Automobile Liability Insurance: Consultant shall maintain limits no less than $1,000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto). 17.2.3. Workers 'Compensation Insurance in the amount required by law; and Employer's Liability Insurance: with limits of at least $1,000,000 per accident and in the aggregate for bodily injury or disease. 17.2.4. Professional Liability (or Errors and Omissions Liability) Insurance: Consultant shall maintain professional liability (or errors and omissions liability) insurance that covers the Services to be performed in connection with this Agreement, with limits minimum limits no less than $1,000,000 per claim/aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. If a "claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years. DocuSign Envelope ID:283FDA70-BC99-4D7D-84FA-86EA6984E5FF 1.Acceptabilitv of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to City. 1.Additional Insureds. 17.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work. 17.4.2. For automobile liability insurance, City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 17.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies. 1.Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by City to state: (i) coverage shall not be suspended, voided, reduced or canceled except after 30 days (or ten days for nonpayment) prior written notice by certified mail, return receipt requested, has been given to City; (ii) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials; 1.Primary and Non-Contributing. Coverage shall be primary insurance as respects City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; 1.Separation of Insureds. Each insurance policy shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City, its elected and appointed officials, officers, DocuSign Envelope ID:283FDA70-BC99-4D7D-84FA-86EA6984E5FF employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials. 1.Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions shall be declared to and approved by City. Consultant guarantees that, at the option of City, either: (i) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials; or(ii) Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 1.Waiver of Subrogation. Each insurance policy required by this Agreement shall expressly waive the insurer's right of subrogation against City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials. Consultant hereby waives its own right of recovery and all rights of subrogation against City; and shall require similar express written waivers from any subcontractor. 1.Enforcement of Agreement Provisions (Non-Estoppel). Consultant acknowledges and agrees that any actual or alleged failure on City's part to inform Consultant of non-compliance with any insurance requirement does not impose additional obligations on City, nor does it waive any rights hereunder. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Consultant's policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement prior to the end of the Term by giving thirty (30) days prior written notice to the Flock; provided, however, that this Agreement will not terminate if the breaching Party has cured the breach prior to the expiration of such thirty (30) day period ("Cure Period"). Or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant's expense, the premium thereon. Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant. 1.Evidence of Insurance. Prior to the performance of Services under this Agreement, Consultant shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall DocuSign Envelope ID:283FDA70-BC99-4D7D-84FA-86EA6984E5FF maintain current endorsements on file with City's Risk Manager. All certificates and endorsements shall be received and approved by City before work commences. City also reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultant shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages. 1.Insurance Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. 1.Broader Coverage/Higher Limits. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Consultant under this Agreement. Consultant may also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services. If Consultant maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. 1.Subcontractor Insurance Requirements/Pass-Through Clause. Consultant shall require each of its subconsultants and/or subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section. Consultant agrees to monitor and review all such coverages and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section. Consultant agrees to submit all agreements with consultants, subcontractors, and others engaged in the Services upon City's request. 1.Timely Notice of Claims. Contractor shall give City prompt and timely notice of demands or claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. EXHIBIT B CALIFORNIA LABOR CODE COMPLIANCE 1. Flock ("Contractor" herein) acknowledges that this contract is subject to the provisions of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works and the awarding public DocuSign Envelope ID:283FDA70-BC99-4D7D-84FA-86EA6984E5FF agency ("City"), and agrees to be bound by all the provisions thereof as though set forth in full herein. 2. This is a public work and requires the payment of prevailing wages for the work or craft in which the worker is employed for any public work done under the contract by Contractor or by any subcontractor pursuant to Section 1771 of the Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of workman needed to execute this contract from the Director of the Department of Industrial Relations. These rates are on file with the City Clerk or may be obtained at http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm Contractor shall post a copy of such wage rates at the job site and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of Sections 1775, 1776, 1777.5, 1777.6, and 1813 of the Labor Code. Pursuant to the provisions of 1775 of the Labor Code, Contractor shall forfeit to the City, as a penalty, not more than $200.00 for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, paid less than the stipulated prevailing rates for any work done under this contract, by him or by any subcontractor under him, in violation of the provisions of this Agreement. 2. In accordance with Labor Code Sections 1725.5 and 1771.1, and except for projects involving construction, alteration, demolition, installation, or repair work of$25,000 or less, or maintenance work of$15,000 or less, no contractor or subcontractor shall be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any public work contract unless currently registered and qualified to perform public work pursuant to Section 1725.5 [with limited exceptions for bid purposes, only, pursuant to Labor Code Section 1771.1(a)]. 3. Pursuant to Labor Code Section 1776, Contractor shall maintain and make available an accurate record showing the name of each worker and hours worked each day and each week by each worker employed by Contractor performing services covered by this Agreement. Contractor and its subcontractors shall furnish electronic certified payroll records to the Labor Commissioner in accordance with Labor Code Section 1771.4. The project is subject to compliance monitoring and enforcement by the Department of Industrial DocuSign Envelope ID:283FDA70-BC99-4D7D-84FA-86EA6984E5FF Relations. The Contractor is responsible for compliance with Section 1776 by itself and all of its subcontractors. The Contractor shall post job site notices, as prescribed by regulation. 4. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. The Contractor shall be responsible for compliance with these Sections for all apprenticeable occupations. Before commencing Work on this Project, the Contractor shall provide the City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) Days after concluding Work, Contractor and each of its Subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Contract. 6. Contractor agrees to comply with the provisions of California Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty- five dollars ($25) for each worker employed in the execution of the contract by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the California Labor Code. 7. California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. By executing this Agreement and In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers 'compensation or to undertake self- insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." A`ORQ® DATE(MM/DD YYYY) CERTIFICATE OF LIABILITY INSURANCE 06/24/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MARSH RISK 8 INSURANCE SERVICES NAME: - - FOUR EMBARCADERO CENTER,SUITE 1100 PHONE FAX CALIFORNIA LICENSE NO.0437153 E-MAIL EMS (A/C,N SAN FRANCISCO,CA 94111 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# CN134017657—GAUWE-23-24 _ INSURER A: Travelers Property Casualty Company of America 25674 INSURED INSURER B: The Charter Oak Fire Insurance Company 25615 Flock Group Inc D Y DBA Flock Safety INSURER C: 1170 Howell Mill Rd NW Atlanta,GA 30318 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: SEA-004023254-00 REVISION NUMBER: 0 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTRINSR ADDL TYPE OF INSURANCE IINSD S WVD POLICY NUMBER (MUBR M/DDY/YYYY) (MM/DD//YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X H-630-9W194831-TIL-23 08/23/2023 08/23/2024 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $ 1,000,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY X JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY X 810-6T343696-23-13-G 08/23/2023 08/23/2024 COMBINED SINGLE LIMIT $ 1000000 — (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) A X UMBRELLA LIAB X OCCUR X CUP-6T386924-23-13 08/23/2023 08/23/2024 EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED X I RETENTION$ 10.000 $ A WORKERS COMPENSATION UB-6T346569-23-13-G 08/23/2023 08/23/2024 PER OTH- AND EMPLOYERS'LIABILITY Y/N X STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? N N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Errors&Omissions(SIR:$50,000) ZPL-91N55329-23-13 08/23/2023 08/23/2024 E&O Limit 5,000,000 A Cyber(SIR:$50,000) ZPL-91N55329-23-13 08/23/2023 08/23/2024 Cyber Aggregate Limit 5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION City of Seal Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Seal Beach Police Department THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 211 8th Street ACCORDANCE WITH THE POLICY PROVISIONS. Seal Beach,CA 90740 AUTHORIZED REPRESENTATIVE of Marsh Risk&Insurance Services ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN134017657 LOC#: San Francisco ACL ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH RISK&INSURANCE SERVICES Flock Group Inc DBA Flock Safety POLICY NUMBER 1170 Howell Mill Rd NW Atlanta,GA 30318 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Carrier will provide notice of cancellation or nonrenewal per below if required by a written contract. Cancellation For Other Than Nonpayment:Number of Days Notice:30 days Cancellation For Nonpayment:Number of Days Notice:10 days (Nonrenewal):Number of Days Notice:10 days ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD TRAVELERS J WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 00 03 13 (00) - 001 POLICY NUMBER: UB-6T346569-23-I3-G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 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.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. DATE OF ISSUE: 08-24-23 ST ASSIGN: PAGE 1 OF 1 COMMERCIAL GENERAL LIABILITY waive our right of recovery against such person or 2. Paragraph f.(1) of the definition of "insured organization, but only for payments we make contract" in the DEFINITIONS Section is because of: deleted. a. "Bodily injury" or "property damage" that O. DAMAGE TO PREMISES RENTED TO YOU occurs; or The following replaces the definition of "premises b. "Personal and advertising injury" caused by damage" in the DEFINITIONS Section: an offense that is committed; "Premises damage" means "property damage" to: subsequent to the execution of the contract or a. Any premises while rented to you or agreement. N. CONTRACTUAL LIABILITY—RAILROADS temporarily occupied by you with permission of the owner: or 1. The following replaces Paragraph c. of the b. The contents of any premises while such definition of "insured contract" in the premises is rented to you, if you rent such DEFINITIONS Section: premises for a period of seven or fewer c. Any easement or license agreement; consecutive days. CG D4 17 02 19 ©2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 5 Includes copyrighted material of Insurance Services Office.Inc.with its permission. COMMERCIAL GENERAL LIABILITY liability as mortgagee. assignee, successor or construction, erection or removal of any of the receiver for "bodily injury", "property damage" or following for which that governmental entity has "personal and advertising injury"that: issued such permit or authorization: advertising a. Is "bodily injury or "property damage" that signs, awnings, canopies, cellar entrances, coal occurs, or is "personal and advertising injury holes, driveways, manholes, marquees, hoist caused by an offense that is committed, away openings, sidewalk vaults, elevators. street subsequent to the signing of that contract or banners or decorations. agreement: and K. BLANKET ADDITIONAL INSURED — b. Arises out of the ownership, maintenance or GOVERNMENTAL ENTITIES — PERMITS OR use of the premises for which that mortgagee, AUTHORIZATIONS RELATING TO OPER- assignee, successor or receiver is required ATIONS under that contract or agreement to be The following is added to SECTION II — WHO IS included as an additional insured on this AN INSURED: Coverage Part. Any governmental entity that has issued a permit The insurance provided to such mortgagee, or authorization with respect to operations assignee, successor or receiver is subject to the performed by you or on your behalf and that you following provisions: are required by any ordinance, law, building code a. The limits of insurance provided to such or written contract or agreement to include as an mortgagee, assignee, successor or receiver additional insured on this Coverage Part is an will be the minimum limits that you agreed to insured, but only with respect to liability for "bodily provide in the written contract or agreement, injury", "property damage" or "personal and or the limits shown in the Declarations, advertising injury" arising out of such operations. whichever are less. The insurance provided to such governmental b. The insurance provided to such person or entity does not apply to: organization does not apply to: a. Any "bodily injury", "property damage" or (1) Any "bodily injury" or "property damage" "personal and advertising injury" arising out of that occurs, or any "personal and operations performed for the governmental advertising injury" caused by an offense entity; or that is committed, after such contract or b. Any "bodily injury" or "property damage" agreement is no longer in effect: or included in the "products-completed (2) Any "bodily injury", "property damage" or operations hazard". "personal and advertising injury" arising L. MEDICAL PAYMENTS—INCREASED LIMIT out of any structural alterations, new The following replaces Paragraph 7. of SECTION construction or demolition operations III —LIMITS OF INSURANCE: performed by or on behalf of such mortgagee, assignee, successor or 7. Subject to Paragraph 5. above, the Medical receiver. Expense Limit is the most we will pay under J. BLANKET ADDITIONAL INSURED — Coverage C for all medical expenses GOVERNMENTAL ENTITIES — PERMITS OR because of "bodily injury" sustained by any AUTHORIZATIONS RELATING TO PREMISES one person, and will be the higher of: The following is added to SECTION II — WHO IS a. $10,000; or AN INSURED: b. The amount shown in the Declarations of Any governmental entity that has issued a permit this Coverage Part for Medical Expense Limit. or authorization with respect to premises owned or occupied by, or rented or loaned to. you and M. BLANKET WAIVER OF SUBROGATION that you are required by any ordinance, law, The following is added to Paragraph 8.. Transfer building code or written contract or agreement to Of Rights Of Recovery Against Others To Us, include as an additional insured on this Coverage of SECTION IV — COMMERCIAL GENERAL Part is an insured, but only with respect to liability LIABILITY CONDITIONS: for "bodily injury", "property damage" or "personal If the insured has agreed in a contract or and advertising injury" arising out of the agreement to waive that insured's right of existence, ownership, use, maintenance, repair, recovery against any person or organization, we Page 4 of 5 0 2017 The Travelers Indemnity Company. All rights reserved. CG D4 17 02 19 Includes copyrighted material of Insurance Services Office.Inc.with its permission. COMMERCIAL GENERAL LIABILITY agreement applies or the acts or omissions of performed at such vendor's premises in any person or organization performing such connection with the sale of "your operations on your behalf. products": or The limits of insurance provided to such insured (6) "Your products" that, after distribution or will be the minimum limits that you agreed to sale by you, have been labeled or provide in the written contract or agreement, or relabeled or used as a container, part or the limits shown in the Declarations, whichever ingredient of any other thing or substance are less. by or on behalf of such vendor. G. BLANKET ADDITIONAL INSURED — BROAD Coverage under this provision does not apply to: FORM VENDORS The following is added to SECTION II — WHO IS a. Any person or organization from whom you have acquired "your products", or any AN INSURED: ingredient, part or container entering into. Any person or organization that is a vendor and accompanying or containing such products: that you have agreed in a written contract or or agreement to include as an additional insured on b. Any vendor for which coverage as an this Coverage Part is an insured, but only with additional insured specifically is scheduled by respect to liability for "bodily injury" or "property endorsement. damage" that: a. Occurs subsequent to the signing of that H. BLANKET ADDITIONAL INSURED — contract or agreement: and CONTROLLING INTEREST b. Arises out of "your products" that are 1. The following is added to SECTION II —WHO distributed or sold in the regular course of IS AN INSURED: such vendor's business. Any person or organization that has financial The insurance provided to such vendor is subject control of you is an insured with respect to to the following provisions: liability for "bodily injury", "property damage" or"personal and advertising injury" that arises a. The limits of insurance provided to such out of: vendor will be the minimum limits that you a. Such financial control: or agreed to provide in the written contract or agreement, or the limits shown in the b. Such person's or organization's Declarations, whichever are less. ownership, maintenance or use of premises leased to or occupied by you. b. The insurance provided to such vendor does not apply to: The insurance provided to such person or organization does not apply to structural (1) Any express warranty not authorized by alterations, new construction or demolition you or any distribution or sale for a operations performed by or on behalf of such purpose not authorized by you; person or organization. (2) Any change in "your products" made by 2. The following is added to Paragraph 4. of such vendor: SECTION II —WHO IS AN INSURED: (3) Repackaging, unless unpacked solely for This paragraph does not apply to any the purpose of inspection, demonstration, premises owner, manager or lessor that has testing, or the substitution of parts under financial control of you. instructions from the manufacturer, and I. BLANKET ADDITIONAL INSURED — then repackaged in the original container; MORTGAGEES, ASSIGNEES, SUCCESSORS (4) Any failure to make such inspections, OR RECEIVERS adjustments, tests or servicing as The following is added to SECTION II — WHO IS vendors agree to perform or normally AN INSURED: undertake to perform in the regular course of business, in connection with the Any person or organization that is a mortgagee, distribution or sale of"your products": assignee, successor or receiver and that you have agreed in a written contract or agreement to (5) Demonstration, installation, servicing or include as an additional insured on this Coverage repair operations, except such operations Part is an insured, but only with respect to its CG D4 17 02 19 ©2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 5 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY No such subsidiary is an insured for"bodily injury' organization in writing to us within or "property damage" that occurred, or "personal 180 days after you acquire or form it: and advertising injury" caused by an offense b. Coverage A does not apply to "bodily committed: injury" or"property damage" that occurred a. Before you maintained an ownership interest before you acquired or formed the of more than 50% i n such subsidiary; or organization: and b. After the date, if any, during the policy period c. Coverage B does not apply to "personal that you no longer maintain an ownership and advertising injury" arising out of an interest of more than 50% in such subsidiary. offense committed before you acquired or For purposes of Paragraph 1. of Section II —Who formed the organization. Is An Insured, each such subsidiary will be For the purposes of Paragraph 1. of Section II deemed to be designated in the Declarations as: —Who Is An Insured, each such organization a. A limited liability company; will be deemed to be designated in the Declarations as: b. An organization other than a partnership, joint venture or limited liability company; or a. A limited liability company; C. A trust; b. An organization, other than a partnership, joint venture or limited liability company; as indicated in its name or the documents that or govern its structure. c. A trust; C. WHO IS AN INSURED — EMPLOYEES — as indicated in its name or the documents SUPERVISORY POSITIONS that govern its structure. The following is added to Paragraph 2.a.(1) of E. WHO IS AN INSURED — LIABILITY FOR SECTION II—WHO IS AN INSURED: CONDUCT OF UNNAMED PARTNERSHIPS OR Paragraphs (1)(a). (b) and (c) above do not apply JOINT VENTURES to "bodily injury" to a co-"employee" while in the The following replaces the last paragraph of course of the co-"employee's" employment by you SECTION II—WHO IS AN INSURED: arising out of work by any of your "employees" No person or organization is an insured with who hold a supervisory position. respect to the conduct of any current or past D. WHO IS AN INSURED — NEWLY ACQUIRED partnership or joint venture that is not shown as a OR FORMED LIMITED LIABILITY COMPANIES Named Insured in the Declarations. This The following replaces Paragraph 3. of SECTION paragraph does not apply to any such partnership 11—WHO IS AN INSURED: or joint venture that otherwise qualifies as an insured under Section II—Who Is An Insured. 3. Any organization you newly acquire or form, F. BLANKET ADDITIONAL INSURED— PERSONS other than a partnership or joint venture, and OR ORGANIZATIONS FOR YOUR ONGOING of which you are the sole owner or in which OPERATIONS AS REQUIRED BY WRITTEN you maintain an ownership interest of more CONTRACT OR AGREEMENT than 50%. will qualify as a Named Insured if there is no other similar insurance available to The following is added to SECTION II — WHO IS that organization. However: AN INSURED: a. Coverage under this provision is afforded Any person or organization that is not otherwise only: an insured under this Coverage Part and that you (1) Until the 180th day after you acquire have agreed in a written contract or agreement to or form the organization or the end of include as an additional insured on this Coverage the policy period, whichever is earlier. Part is an insured, but only with respect to liability if you do not report such organization for"bodily injury" or"property damage" that: in writing to us within 180 days after a. Occurs subsequent to the signing of that you acquire or form it; or contract or agreement; and (2) Until the end of the policy period, b. Is caused, in whole or in part. by your acts or when that date is later than 180 days omissions in the performance of your ongoing after you acquire or form such operations to which that contract or organization, if you report such Page 2 of 5 ©2017 The Travelers Indemnity Company. All rights reserved. CG D4 17 02 19 Includes copyrighted material of Insurance Services Office.Inc.with its permission. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR TECHNOLOGY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Non-Owned Watercraft—75 Feet Long Or Less I. Blanket Additional Insured— Mortgagees. B. Who Is An Insured —Unnamed Subsidiaries Assignees, Successors Or Receivers C. Who Is An Insured—Employees—Supervisory J. Blanket Additional Insured—Governmental Positions Entities—Permits Or Authorizations Relating To D. Who Is An Insured—Newly Acquired Or Formed Premises Limited Liability Companies K. Blanket Additional Insured—Governmental E. Who Is An Insured—Liability For Conduct Of Entities—Permits Or Authorizations Relating To Unnamed Partnerships Or Joint Ventures Operations F. Blanket Additional Insured—Persons Or L. Medical Payments —Increased Limit Organizations For Your Ongoing Operations As M. Blanket Waiver Of Subrogation Required By Written Contract Or Agreement G. Blanket Additional Insured—Broad Form Vendors N. Contractual Liability—Railroads H. Blanket Additional Insured—Controlling Interest O. Damage To Premises Rented To You PROVISIONS A. NON-OWNED WATERCRAFT—75 FEET LONG is responsible for the use of a watercraft OR LESS that you do not own that is: 1. The following replaces Paragraph (2) of (1) 75 feet long or less; and Exclusion g., Aircraft, Auto Or Watercraft, (2) Not being used to carry any person or in Paragraph 2. of SECTION I — property for a charge. COVERAGES — COVERAGE A — BODILY B. WHO IS AN INSURED — UNNAMED INJURY AND PROPERTY DAMAGE SUBSIDIARIES LIABILITY: The following is added to SECTION II — WHO IS (2) A watercraft you do not own that is: AN INSURED: (a) 75 feet long or less; and Any of your subsidiaries, other than a partnership (b) Not being used to carry any person or or joint venture, that is not shown as a Named Insured in the Declarations is a Named Insured if: property for a charge; a. You are the sole owner of, or maintain an 2. The following replaces Paragraph 2.e. of ownership interest of more than 50% in, such SECTION II—WHO IS AN INSURED: subsidiary on the first day of the policy period; e. Any person or organization that, with your and express or implied consent, either uses or b. Such subsidiary is not an insured under similar other insurance. CG D4 17 02 19 �J 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 5 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (1) The additional insured is a Named Condition and supersedes any provision to the Insured under such other insurance; and contrary: PrimaryAnd NoncontributoryInsurance (2) You have agreed in writing in a contract or agreement that this insurance would This insurance is primary to and will not seek be primary and would not seek contribution from any other insurance available contribution from any other insurance to an additional insured under your policy available to the additional insured. provided that: CG 20 01 12 19 C Insurance Services Office, Inc., 2018 Page 1 of 1 COMMERCIAL GENERAL LIABILITY (a) Immediately record the specifics of the (4) Tender the defense and indemnity of any claim or"suit" and the date received: and claim or "suit" to any provider of other (b) Notify us as soon as practicable and see insurance which would cover such additional to it that we receive written notice of the insured for a loss we cover. However, this claim or"suit" as soon as practicable. condition does not affect whether the insurance provided to such additional (3) Immediately send us copies of all legal insured is primary to other insurance papers received in connection with the claim available to such additional insured which or "suit", cooperate with us in the covers that person or organization as a investigation or settlement of the claim or named insured as described in Paragraph 4.. defense against the "suit", and otherwise Other Insurance, of Section IV —Commercial comply with all policy conditions. General Liability Conditions. Page 2 of 2 c 2018 The Travelers Indemnity Company.All rights reserved. CG D2 46 04 19 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (Includes Products-Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS (1) Any "bodily injury", "property damage" or The following is added to SECTION II — WHO IS AN "personal injury" arising out of the providing. INSURED: or failure to provide, any professional Any person or organization that you agree in a architectural, engineering or surveying written contract or agreement to include as an services, including: additional insured on this Coverage Part is an (a) The preparing, approving, or failing to insured, but only: prepare or approve, maps, shop a. With respect to liability for "bodily injury" or drawings. opinions, reports, surveys, "property damage" that occurs, or for "personal field orders or change orders, or the injury" caused by an offense that is committed, preparing, approving, or failing to subsequent to the signing of that contract or prepare or approve, drawings and agreement and while that part of the contract or specifications; and agreement is in effect; and b. If, and onlyto the extent that, such injury or (b) Supervisory, inspection, architectural or 1 ry engineering activities. damage is caused by acts or omissions of you or your subcontractor in the performance of "your (2) Any "bodily injury" or "property damage" work" to which the written contract or agreement caused by "your work" and included in the applies. Such person or organization does not "products-completed operations hazard" qualify as an additional insured with respect to unless the written contract or agreement the independent acts or omissions of such specifically requires you to provide such person or organization. coverage for that additional insured during The insurance provided to such additional insured is the policy period. subject to the following provisions: c. The additional insured must comply with the a. If the Limits of Insurance of this Coverage Part following duties: shown in the Declarations exceed the minimum limits required by the written contract or (1) Give us written notice as soon as practicable agreement. the insurance provided to the of an "occurrence" or an offense which may additional insured will be limited to such result in a claim. To the extent possible, such minimum required limits. For the purposes of notice should include: determining whether this limitation applies, the (a) How, when and where the "occurrence" minimum limits required by the written contract or or offense took place; agreement will be considered to include the minimum limits of any Umbrella or Excess (b) The names and addresses of any injured liability coverage required for the additional persons and witnesses; and insured by that written contract or agreement. (c) The nature and location of any injury or This provision will not increase the limits of damage arising out of the "occurrence" insurance described in Section III — Limits Of or offense. Insurance. b. The insurance provided to such additional (2) If a claim is made or "suit" is brought against insured does not apply to: the additional insured: CG D2 46 04 19 m 2018 The Travelers Indemnity Company.All rights reserved. Page 1 of 2 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.5.. Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV — BUSINESS AUTO Is An Insured, of SECTION II — COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part 5. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Covered Autos organization. that is signed by you before the Liability Coverage, but only for damages to which "bodily injury" or "property damage" occurs and this insurance applies and only to the extent of that is in effect during the policy period, requires that person's or organization's liability for the this insurance to be primary and non-contributory. conduct of another"insured". CA T4 74 02 16 c 2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL AUTO such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV—BUSINESS AUTO CONDITIONS: Page 4 of 4 C 2015 The Travelers Indemnity Compa ny.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO You agree to maintain all required or (2) In or on your covered "auto". compulsory insurance in any such coun- This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered "auto". local law. Your failure to comply with compulsory insurance requirements will No deductibles apply to this Personal Property not invalidate the coverage afforded by coverage. this policy, but we will only be liable to the K. AIRBAGS same extent we would have been liable The following is added to Paragraph B.3.. Exclu- had you complied with the compulsory in- sions, of SECTION III — PHYSICAL DAMAGE surance requirements. COVERAGE: (d) It is understood that we are not an admit- Exclusion 3.a. does not apply to "loss" to one or ted or authorized insurer outside the more airbags in a covered "auto" you own that in- United States of America, its territories flate due to a cause other than a cause of "loss" and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and A.1.c., but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that "auto" is a covered "auto" for Compre- for compliance in any way with the laws hensive Coverage under this policy; of other countries relating to insurance. b. The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE—GLASS ranty; and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated. ble, of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of $1,000 for any COVERAGE: one "loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced. The following is added to Paragraph A.2.a., of H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF SECTION IV—BUSINESS AUTO CONDITIONS: USE—INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Para- tive prompt notice of the "accident" or "loss" ap- graph A.4.b.. Loss Of Use Expenses, of SEC- plies only when the "accident" or "loss" is known TION III—PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a) You (if you are an individual): for loss of use is $65 per day, to a maximum of (b) A partner (if you are a partnership); $750 for any one "accident". I. PHYSICAL DAMAGE — TRANSPORTATION (c) member (if you are a limited liability corn- !. pany): EXPENSES—INCREASED LIMIT (d) An executive officer, director or insurance The following replaces the first sentence in Para- manager (if you are a corporation or other or- graph A.4.a., Transportation Expenses, of ganization): or SECTION III — PHYSICAL DAMAGE COVER- (e) Any "employee" authorized by you to give no- AGE: tice of the "accident" or"loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in The following replaces Paragraph A.5., Transfer curred by you because of the total theft of a coy- Of Rights Of Recovery Against Others To Us. ered "auto" of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS : The following is added to Paragraph A.4., Cover- 5. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex- tent required of you by a written contract We will pay up to $400 for "loss" to wearing ap- signed and executed prior to any "accident" parel and other personal property which is: or "loss", provided that the "accident" or "loss" (1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL AUTO permission, while performing duties (a) With respect to any claim made or "suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions However, any "auto" that is leased, hired, of the United States of America. Puerto rented or borrowed with a driver is not a Rico and Canada: covered "auto". (i) You must arrange to defend the "in- D. EMPLOYEES AS INSURED sured" against, and investigate or set- tle any such claim or "suit" and keep The following is added to Paragraph Al., Who Is us advised of all proceedings and ac- An Insured, of SECTION II — COVERED AUTOS tions. LIABILITY COVERAGE: Any "employee" of yours is an "insured" while us- (ii) Neither you nor any other involved ing a covered "auto" you don't own, hire or borrow "insured" will make any settlement without our consent. in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS — INCREASED (iii)We may, at our discretion, participate LIMITS in defending the "insured" against, or in the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "suit". of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: (iv)We will reimburse the "insured" for sums that the "insured" legally must (2) Up to $3.000 for cost of bail bonds (in- pay as damages because of "bodily cluding bonds for related traffic law viola- injury" or "property damage" to which tions) required because of an "accident" this insurance applies, that the "in- we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para- 2. The following replaces Paragraph A.2.a.(4), graph C., Limits Of Insurance, of of SECTION II — COVERED AUTOS LIABIL- SECTION II — COVERED AUTOS ITY COVERAGE: LIABILITY COVERAGE. (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for "insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day be- with our consent for your investiga- cause of time off from work. tion of such claims and your defense of the "insured" against any such F. HIRED AUTO — LIMITED WORLDWIDE COV- "suit", but only up to and included ERAGE—INDEMNITY BASIS within the limit described in Para- The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph B.7.. Policy Period, Coverage Territory. SECTION II — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to make such payments ends when we (5) Anywhere in the world, except any country or have used up the applicable limit of jurisdiction while any trade sanction, em- insurance in payments for damages, bargo, or similar regulation imposed by the settlements or defense expenses. United States of America applies to and pro- hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Coy- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured" whether primary, excess, "auto" that you lease, hire. rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less (c) This insurance is not a substitute for re- and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your "employees". country outside the United States, its ter- partners (if you are a partnership), members ritories and possessions. Puerto Rico and (if you are a limited liability company) or Canada. members of their households. Page 2 of 4 ©2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION 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. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF B. BLANKET ADDITIONAL INSURED USE—INCREASED LIMIT C. EMPLOYEE HIRED AUTO I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE COV- LOSS ERAGE—INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that The following is added to Paragraph A.1., Who Is person or organization qualifies as an "insured" An Insured, of SECTION II— COVERED AUTOS under the Who Is An Insured provision contained in Section II. LIABILITY COVERAGE: Any organization you newly acquire or form dur- ingC. EMPLOYEE HIRED AUTO the policy period over which you maintain 1. The following is added to Paragraph A.1., 50% or more ownership interest and that is not Who Is An Insured, of SECTION II — COV- separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: Coverage under this provision is afforded only un- An "employee" of yours is an "insured" while til the 180th day after you acquire or form the or- operating an "auto" hired or rented under a ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is earlier. name, with your permission, while performing duties related to the conduct of your busi- B. BLANKET ADDITIONAL INSURED ness. The following is added to Paragraph c. in A.1.. 2. The following replaces Paragraph b. in B.5.. Who Is An Insured, of SECTION II — COVERED Other Insurance, of SECTION IV — BUSI- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and ered "autos"you own: executed by you before the "bodily injury" or (1) Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow; and during the policy period, to be named as an addi- (2) Any covered "auto" hired or rented by tional insured is an "insured" for Covered Autos your "employee" under a contract in Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office. Inc.with its permission.