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HomeMy WebLinkAboutC-5503 - Off-Site Storage of Media - Police DepartmentSERVICE AGREEMENT WITH CORODATA MEDIA STORAGE INC. FOR OFF -SITE STORAGE OF MEDIA THIS SERVICE AGREEMENT ("Agreement") is made and entered into as of this 5th day of June, 2013 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation andcharter city ("City"), and CORODATA MEDIA STORAGE INC., a California corporation ("Contractor"), whose address is 12370 Kerran Street, Poway, California 92064, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State. of California and the Charter of City. B. City desires to engage Contractor to provide off -site storage and related services of backup tapes, CD's, DVD's and other media ("Project"). C. Contractor possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Contractor, has reviewed the previous experience and evaluated the expertise of Contractor, and desires to retain Contractor to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on June 4, 2023 unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Contractor shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or 'Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Contractor shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Contractor to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Contractor shall not be responsible for delays due to causes beyond Contractor's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed, 3.3 Contractor shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Contractor's control. 3.4 For all time periods not specifically set forth herein, Contractor shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or main. 4. COMPENSATION TO CONTRACTOR 4.1 City shall pay Contractor for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Contractor's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subcontractor fees, shall not exceed Thirty Five Thousand Dollars and 00/100 ($35,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Contractor shall submit monthly invoices to City describing the Work performed the preceding month. Contractor's bills shall include a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Contractor no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Contractor only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. 4.4 Contractor shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Corodata Media Storage Inc. Page 2 Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Contractor has designated Joe Catone, Media Storage Operations Manager, to be its Project Manager. Contractor shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without prior written notice provided to City. City's approval shall not be required with respect to the removal or assignment of non -key personnel. 5.2 Contractor, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Contractor warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Police Department. City's Police Computer Systems Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Contractor in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Contractor, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Contractor's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a mariner commensurate with the highest professional standards in Contractors industry. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by a reasonably prudent firm performing similar work under similar circumstances. 8.2 All Services shall be performed by qualified and experienced personnel. who are not employed by City. By delivery of completed Work, Contractor certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and the highest professional standard. Corodata Media Storage Inc. Page 3 8.3 Contractor represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Contractor to practice its profession. Contractor shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 Contractor shall not be responsible for delay, nor shall Contractor be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Contractor's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS & LIMITATION OF LIABILITY 9.1 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the indemnified Parties from any Claim to the extent arising from the negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor, 9.3 Contractor shall not be liable for any special, indirect, incidental, punitive, consequential or similar types of damages, including, without limitation, lost profits, loss of use, notification to third parties under state and/or federal law and/or reconstruction, repair, replacement or restoration, regardless of the form of the claim and regardless of whether any such damages were foreseeable, 9.4 Stored material is not insured by Contractor against loss or injury, however caused, City is advised to insure such material and to schedule Contractor Corodata Media Storage Inc. Page 4 location(s) in its own insurance policies at declared values. City should also evaluate its various liability policies for defense against loss of or unauthorized access to third -party data and/or materials. City shall cause its insurers to waive any right of subrogation against Contractor. 9.5 City understands and acknowledges that normal deterioration and aging of all record media occurs with time. All media items stored with Contractor must be encrypted and Corodata shall not be liable for any claims or liabilities that could have been prevented had such items been encrypted. 9.6 All limitations of liability in Section 9 apply to the entire Agreement and relationship between Contractor and City, regardless of whether any action is brought in tort, contract or other theory of liability. 10. INDEPENDENT CONTRACTOR it is understood that City retains Contractor on an independent contractor basis and Contractor is not an agent or employee of City. The manner and means of conducting the Work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. Nothing in this Agreement shall be deemed to constitute approval for Contractor or any of Contractor's employees or agents, to be the agents or employees of City. Contractor shall have the responsibility for and control over the means of performing the Work, provided that Contractor is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Contractor as to the details of the performance of the Work or to exercise a measure of control over Contractor shall mean only that Contractor shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Contractor agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed, City agrees to cooperate with the Contractor on the Project. 12. CITY POLICY Contractor shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. Corodata Media Storage Inc. Page 5 13. PROGRESS Contractor is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City, except that Contractor shall be entitled to assign this Agreement upon written notice to City to a successor to all or substantially all of the assets or stock of Contractor.. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Contractor shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create arty contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17, OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents"), prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Contractor shall, at Contractor's expense, provide such Documents to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Contractor pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects Corodata Media Storage Inc. Page 6 and any use of incomplete Documents without specific written authorization from Contractor will be at City's sole risk and without liability to Contractor. Further, any and all liability arising out of changes made to Contractor's deliverables under this Agreement by City or persons other than Contractor is waived against Contractor, and City assumes full responsibility for such changes unless City has given Contractor prior notice and has received from Contractor written consent for such changes. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Contractor shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Contractor's Documents provided under this Agreement. 20. RECORDS Contractor shall keep records and invoices in connection with the Services to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Contractor shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 21, WITHHOLDINGS City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue Work as a result of such withholding,. Contractor shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City eamed on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. data Media Storage Inc. Page 7 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Contractor which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Contractor, the additional design, construction and/or restoration expense shall be bome by Contractor. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement, 23. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other Contractors in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Contractor or its employees may be subject to the provisions of the Califomia Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest 24.2 If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 25. NOTICES 25,1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: John Veale Police Department City of Newport Beach 870 Santa Barbara Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices,. demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Corodata Media Storage Inc. Page 8 Attn: Marshall Commons Corodata Media Storage Inc. 450 Charcot Ave San Jose, CA 95131 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Contractor shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Contractor's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Contractor in writing as unsettled at the time of its final request for payment. Contractor and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Contractor shall be required to file any claim Contractor may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.) 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of fourteen(14) calendar days, or if more than fourteen(14) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within fourteen (14) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than thirty (30) calendar days' prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor for Services satisfactorily performed and costs incurred up to the effective date of termination for which Contractor has not been previously paid. On the effective date of termination, Contractor shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference Into this Agreement. 28.2 Compliance with all Laws. Contractor shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all govemmental rodata Media Storage Inc. Pag entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Contractor shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, a.nd all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attomey. 28.8 Severability. If any term or portion of this Agreement is held to be invalid,. illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys` fees. Page 10 28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Comdata Media Storage Inc. Page IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY A-7,Q�Rff7OFFICE Date: '' ��(( In Akrfon 'C. Harp City Attorney ATTEST: ��11 Date: 0.)✓•/ By: Leilani I. Brown City Clerk IA E. u C CITY OF NEWPORT BEACH, a California municipal corporation Date: '- -2/p - By: Jay ns Chief of Police CONTRACTOR: Corodata Media Storage Inc., a California corporation Date: By: Joe n Media Storage Operatiorls Manager Date: By: en Hall Director of Operations [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Corodata Media Storage Inc. Page 12 EXHIBIT A SCOPE OF SERVICES Contractor will perform weekly pick ups of the back up tapes for the Newport Beach Police Department. These will be stored in Contractor's Climate Controlled Vault located in Poway, California. In addition, Contractor will archive containers for the Police Department in the same vault. Contractor will respond to additional requests by the Police Department for deliveries, pick-ups and archiving as needed per Exhibit B rates. Corodata Media Storage Inc. Page A-1 EXHIBIT B SCHEDULE OF BILLING RATES Corodata Media Forage Inc. Page B-1 ncorodata Records Management, Inc. SCHEDULE 4 DATA STORAGE, INC. Base AdmWF Additional. Services Not Included In Packages mmr Fes Storage Rates Tape CD/DVD Rotation / Media Container Storage .& Usage (up to .88 cube)* Media Container Storage. and Usage - (.87 cube to 1.2 cube) Small Client Owned Cordainer (up to.5 cube) Medium Client Owned Container (.5to 1.2: cube) Large Client: Owned Container (1,2 to 2.0 cube) 0.35 /month 130 /month 8.00 /month 10.00 /month, &50/month 11.50/month 15.50 /month Tape Transportation Containers (Includes storage,usage and library services) Tape Transportation Container (up to.33LTO / OLTcapsoiy per, container) 15.00 /month Library Services Tape Movement (loot tape ar slot tape) 0.45 nape LTO Tape Reliability Check 1.00 /per scan Rotation Container Movement (auk or re -shelve container) 2.50 /dnr Tape Transportation Container (pull or re -shelve) Included Above Trip Charges Scheduled or Next Day 4 Hour Rush 2 Hour Rush 1 Hour: Rush Emergency Service (after hours or immediate dbpatch) Software & Computer Options Tapetrack Cite Tapouack Tapemasler Tapered( SyndaonBatbn Tapered( :CherJ poled Barcode Scanner (via USB cable) Other Services and Material Reports Trtoptc Bar:odes Barcode Tapes L brary Service Library Projects Hard 0rWe Container Storage & Usage 20.00 /trip 40,00 Arip 75.00 /trip 120.00 /Uip 250.00 /trip 0.00 /month 50.00 /month 50.00 /month 50.00 /month 15:00 /month 50.00leach 0.80 /each 0.75/each 50.00 /hour per quote •5,10,.20 capacity LTO / 0L1.sized containers are awnaete. Isewkes for which a;RRae rat* is not listed wnt be offered ate negotiated rate. the rat to epptyan energycharge la tart invoice. E]corodata Records Management, Inc. SCHEDULE A DATA STORAGE, INC. Base AdminiFacilMrfechnolocw Fee -40.00 /north Select One Package Below Container Packages Weekly Service - includes 5 scheduled kips and 10 rotation container movements per month 66.00 /month Rotation / Media Container Storage & Usage (up to .66 cube • min. 4 containers)' 8.00 ea/month Tape Slotting Packages - Small Volume _ Weekly Service (1 to 5 tapes) • Includes 5 scheduled trips and 50 tape movements per month Tape Transportation Container Storage, Usage and Movements' 15,00 ea/month Tape Slotting Packages - Medium Volume _ Weekly Service (6 to 19 tapes) - Includes 5 scheduled trips and 100 tape movements per montl 108.00 /month Tape Transportation Container Storage, Usage and Movements' 15.00 ea/month Tape Slotting Packages - Large Volume Weekly Service (11 to 20 tapes) - Includes 5 scheduled trips and 200 tape movements per mor 138.00 /month Tape Transportation Container Storage, Usage and Movements* 15,00 ea/month 'S, 10, 20 capacity LTD 1 DLT sized are avtillable Nola: Additional services for Mich a spedik rate le not anted Wil be offeredat negotiated rate, Coe.O-Van reserves the right lo apply an enrol' charge t0 each Invoice, 3a E-icorodata Records Management, Inc. aCHEDU E A DATA STORAGE, INC. Base Admin/Fadllly/Technology Fee 40.00 /month Select One Package Below Container Packages _ Daily Service • Includes 23 scheduled trips and 46 rotation container movements per month Rotation/Media Container Storage & Usage (up to .66 cube - min. 4 containers)' 213.00 /month 8.00 ea/month Tape Slotting Packages • Small Volume _ Daily Service (1 to 5 tapes) - Includes 23 scheduled trips and 230 tape movements per month Tape Transportation Container Storage, Usage and Movements' 15.00 ea/month Tape Slotting Packages • Medium Volume _ Daily Service (6 to 10 tapes) - Includes 23 scheduled trips and 460 Tape Transportation Container Storage, Usage and ants per mo 415.00 /month 15.00 ealmonth Tape Slotting Packages • Large Volume Daily Service (11 to 20 tapes) -includes 23 scheduled trips and 920 tape movements per month 553.00 /month Tape Transportation Container Storage, tisane and Movement? 16.00 eaknonth '5, 10, 20 capacity LTQ I DLT sized centiliters ant available. Note: Additional aeccas for ankh h a spedltc rate is notPsted will be orrated at a negotiated rate. Cm-0-Van reserves are Spat toapply an anergy charge to each Invoice. 3a EXHIBIT C INSURANCE REQUIREMENTS 1. Provision of Insurance. Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. Coverage Requirements, A. Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents,. employees and volunteers. B. General Liability Insurance. Contractor shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, one million dollars ($1,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. C. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to beperformed under this Agreement, including coverage for any owned, hired, non -owned or rented Corodata Media Storage Inc. Page C-1 vehicles, in an amount not Tess than one million dollars ($1,000,000) combined single limit each accident. 4. Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subcontractors. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as additional insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers` compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor sixty (60) calendar days advance written notice of such change. If such change results in additional cost to Contractor, City and Contractor shall renegotiate Contractor's compensation. Corodata Media Storage Inc. Page C-2 C, Enforcement of Agreement Provisions, Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. 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. E. Self -insured Retentions. Any self -insured retentions must be declared to and approved by City. City reserves the right to require that self -insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. E. City Remedies for Non -Compliance. If Contractor or any subcontractor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Contractor's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand. G. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. Contractor's Insurance. Contractor shall 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 Work. Corodata Media Storage Inc. Page C- AR ©" CERTIFICATE OF LIABILITY INSURANCE 0 DATE 1:220"") 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 poticy(les) must 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 Barney & Barney LLC CA insurance Lic: 0003950 9171 Towne Centre Drive, Suite 500 San Diego, CA 92122 858.457-3414 CONTACTJoyce Flores ('AECC.Ne Efdt. (s58) 587-75 46 1 No1. {858) 210-3932 Ep EMAIL joyce.tlor s®bameyandt>amey.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC a INSURER A : Safety National Casualty Corporation 15105 INSURED Comdata Records Management, Inc. 12375 Kerran Street Poway, CA 92064 Client 4 52723 INSURER B : INSURER C : INSURERD: INSURERS: INSURER F : COVERAGES CERTIFICATE NUMBER: 738230 MST NUMBER: 30602 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IR,SmR TYPE OF INSURANCE „INSE R POLICY NUMBER (MMIUDCD POLICY EXP (M ND ) uMlTs GENERAL _ LIABILITY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S DAMAGE TO RENTED PREMISES (Ea occurrence) S CLAIMS -MADE OCCUR MED EXP (Any one person) S PERSONAL 8 ADV INJURY S GENERAL AGGREGATE S GEM. AGGREGATE LIMIT APPLIES PER- —1 POLICY n JECOT- n LOC PRODUCTS-COMPIOP AGG $ $ AUTOMOBILE — - LIABILITY ANY AUTO AAUTOOWNED _ AUSTOEDDULED NON -OWNED AUTOS COMBINED SINGLE LIMIT $ BODILY INJURY (Per person) S BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) S $ UMBRELLA UAB EXCESS UAB OCCUR CLAIMS -MADE EACH OCCURRENCE S AGGREGATE S DED RETENTION S S A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERMEMBER EXCLUDED? (Mandatory In NH) It yes, desatbe under DESCRIPTION OF OPERATIONS below N!A x ... LSM4043167 • 12/112013 12(12014 X WC STATU- TORY LIMITS OTH- ER E.L. EACH ACCIDENT $ i000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS !LOCATIONS 1 VEHICLES (Attach ACORD tot, Additional Remarks Schedule K moro space Is required) Waiver of Subrogation applies. CERTIFICATE HOLDER CANCELLATION City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Joyce,7lores Subject ACORD 26 (2010105) @ 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD INSURED: Corodata Records Management, Inc. COMPANY: Safety National Casualty Corporation POLICY #: LSM4043167 POLICY PERIOD: 12/1/2013 EFFECTIVE DATE: TO 12/1/2014 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0313 (Ed. 4-84) 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 anyone not named in the Schedule. Schedule Where a waiver of our right to recover from others is required by written contract, such additionaf entities shall be considered automatically scheduled by the company. • 1983 National Council on Compensation Insurance. AccoRL1 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) 2/21/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. HOLDER. THIS BY THE POLICIES AUTHORIZED IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy()es) must 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 Champion Risk & Insurance Services, L.P. 12250 El Camino Real Suite 375 Lic# OH18156 San Diego CA 92130 CONTACT NAME: PHONE FAX arc. No. Eat1:i356-369-7900 (Arc, Nok7604962816 _ ADDREssflowe@championrisk.net INSURER(S) AFFORDING COVERAGE NAIC X INSURERA American Automobile R1849 INSURED COROD-1 CORODATA CORPORATION 12375 Kerran St. Poway CA 92064 INSURER B : INSURERC: INSURER D : INSURER E : INSURER F : CERTIFICATE NUMBER: 1 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IP LTR TYPE OF INSURANCE AN IL VO POLICY NUMBER IMM POLICYF (lPOLICY YI LIMITS A GENERALI.JABILJTY X COMMERCIAL GENERAL LIABILITY MZG80948822 3/112013 3/1/2014 EACH OCCURRENCE S1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) S100,000 CLAIMS -MADE n OCCUR MED EXP (Any one person) S10.000 PERSONAL 8 ADV INJURY S1,000,000 GENERAL AGGREGATE S2,000.000 GENT. AGGREGATE LIMIT APPLIES PER: 7 POLICY n !pa n LOC PRODUCTS - COMP/OP AGG $2,000,000 S A AUTOMOBILE X X LIABILITY ANY AUTO AUTOLL S OWNED HIRED AUTOS X SCOESDULED AUT NON-OWNED r MZG80949381 �� 6/1/2013 3/1/2014 (Ea EINCU UM accident)INULC II $1,000,000 BODILY INJURY (Per person) S BODILY INJURY (Per accident) S (Per deYntDAMAGE S S UMBRELLA LIAR EXCESS UAB ^ OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE S DED RETENTION S S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETORIPARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A AC STATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT S E.L. DISEASE - EA EMPLOYEE S E.L. DISEASE - POLICY LIMIT S DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES (Attach ACORD 101, Addhiona( Romarke Schedule, It more space Is required) CERTIFICATE HOLDER IS AN ADDITIONAL INSURED UNDER THE GENERAL LIABILITY PER ATTACHED CG7158 ENDORSEMENT. PRIMARY/ NON-CONTRIBUTORY WORDING APPLIES UNDER THE GENERAL LIABILITY PER ATTACHED CG7158 ENDORSEMENT. GENERAL LIABILITY WAIVER OF SUBROGATION APPLIES PER ATTACHED CG7158. CERTIFICATE HOLDER CANCELLATION City of Newport Beach 100 Civic Center Drive Newport Beach CA 92660 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2010/05) @ 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and Togo are registered marks of ACORD MultiCoverf - CG 71 58 12 07 Policy Amendment(s) Commercial General Liability Coverage Fonn Your Commercial General Liability Coverage Forst is revised as follows: I. Broadened Named Insured A. SECTION 11 - WHO 1S AN INSURED. item 3.. is deleted and replaced by the follow- ing: 3. Any organization that you own at the inception of this policy, or needy acquire or form during the policy period. and over which you maintain during the pol- icy period majority ownership or major- ity interest. will qualify as a Named Insured if: a. There is no other similar insurance available to that organization; and b. The first Named Insured shown in the Declarations has the responsi- bility of placing insurance for That organization; and c. That organization is incorporated or organized under the laws of the United States of America. However: (I) Coverage under this provision 3 is afforded only until the next occur- ring annual anniversary of the be- ginning of the policy period shown in the Declarations. or the end of the policy period. whichever is earlier; and (2) C'ovcragc A does not apply to bodily injury or property damage that oc- curred before you acquired or formed the organization; and (3) Coverage 13 does not apply to per- sonal and advertising injury arising out of an offense committed before you acquired or formed the organ- izat ion. B. SECTION 11 - WHO IS AN INSURED. the last paragraph. is deleted and replaced by the following: No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture. or limited liability company that is not shown as a Named In- sured in the Declarations. However, this does not apply to a limited liability company that meets all of the conditions in Section 11 - Who Is An Insured. item 3.. above. 2. Additional insured SECTION 11 - WHO IS AN INSURED. sub- section 2.c., is added as follows: c. Any person or organization is included as an additional insured, but only to the extent such person or organization is held liable liar bodily injury. property damage or personal and advertising injury caused by your acts or omissions. With respect to the insurance af- iirrded to such insured. all of the Bellowing additional provisions apply: (I) You and such person or organization have agreed in a written insured contract that such person or organization be added as an additional insured under this policy; (2) The bodily injury. property damage or personal and advertising injury for which said person or organization is held liable occurs subsequent to the execution of such insured contract; This Form must be attached to Change Endorsement when issued idler the policy is written. One of the Fireman's Fund Insurance Companies® as manned in the policy Mcc.. Prc.idcni CG7158 12-07S Copyright 2007, Fireman's Fund Insurance Company. Novato. CA. All rights reserved. Includes Copyrighted material of Insurance ServicesOffice. Inc.. with its permission. Page I of 7 (3) The must we will pay is the lesser of either the Limits of Insurance shown in the Declarations or the limits of insur- ance required by the insured contract; (4) Such person or organization is an insured only with respect to: (a) Their ownership. maintenance. or use of that part of the premises. or land. owned by. rented to. or teased to you, except such person or or- ganization is not an insured with re- spect to structural alterations. new construction or demolition oper- ations performed by or on behalf of such person or organization; (b) Your ongoing operations performed for that insured; (c) Their financial control of you. ex- cept such person or organization is not an insured with respect to struc- tural alterations, new construction or demolition operations performed by or on behalf of such person or organization; - (d) The maintenance, operation or use by you of equipment leased to you by such person or organization; (c) Operations performed by you or on your behal f and for which a state or political subdivision has issued a permit, provided such operations are not performed for such state or pol- itical sulxiivision, and are not in- cluded within the products -completed operations hazard; (5) This insurance dues not apply to bodily injury, property damage, personal and advertising injury. occurrence or offense: (a) Which takes place at a particular premises after you cease to be a tenant of that premises; (b) Which takes place after all work. in- cluding materials, parts or equip- ment burnished in connection with such work to be perl'ornied by or on behalf of the additional insured at the site or the covered operations. has been completed; (c) Which takes place alter that portion of your work out of which the injury or damage arises has been put to its intended use by any other person or organization other than another contractor or subcontractor engaged in performing operations for a prin- cipal as pan of the same project; (d) Which takes place after the expira- tion of any equipment lease to which (4)(d) above applies; (6) With respect to architects. engineers or surveyors. coverage does not apply to bodily injury: property damage or per- sonal and advertising injury arising out of the rendering or failure 10 render any professional services by or for you. in- cluding: (a) The preparing, approving. or (tiling to prepare or approve. maps. shop drawings. opinions, reports. surveys. field orders, change orders. or draw- ings and specifications; (b) Supervisory. inspection. architec- tural. or engineering services. However. if an Additional Insured endorsement is attached to this policy that specifically names a person or organization as an insured. then this subsection 2.e. does not apply to such person or organization. 3. Additional Insured - Vendors CG715812.07S Copyright 2007. Fireman's Fund Insurance Company. Novato. CA. Al rights reserved. Includes copyrighted material of Insurance ServicesOffice. Inc.. with its permission. Unless the products -completed operations hazard is excluded from this policy, SECTION 11 - WHO IS AN INSURED. item 2.11 is added as follows: t: Any vendor of yours is included as an addi- tional insured. but only with respect to bodily injury or property damage caused by your products which are distributed or sold in the regular course of the vendor's business. sub- ject to the following additional exclusions: (I) The insurance aiTorded the vendor sloes nut apply to: Page 2 of 7 (a) Bodily injury or propertydamage for which the vendor is obligated to pay damages by reason of the assump- tion of liability in a contract or agreement. This exclusion dues not apply to liability for damages that the vendor would have in the ab- sence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, unless unpacked solely fibr the purpose of inspection. dem- onstration. testing, or the substi- tution of parts under instructions from the manufacturer. and then re- packaged in the original container; (e) Any failure to make such in- spections. adjustments, tests or ser- vicing as the vendor has agreed to make or normally undertakes to make in the usual course of busi- ness. in connection with the distrib- ution or sale or the products; (1) Demonstration. installation, servic- ing or repair operations. except such operations peri rrmed by the vendor in full compliance with the man- ufacturer's written instructions at the vendor's premises in connection with the sale of the product; (g) Products which. after distribution or sale by you, have been labeled or relabeled or used as a container. part or ingredient of any other thing or substance by or for the vendor; or (h) Bodily injury or property damage arising out of the liability of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. (2) This insurance does not apply to any in- sured person or organization from whom you have acquired such products or any ingredient. pan or container. entering into. accompanying or containing such products. However. if an Additional insured - Vendors endorsement is attached to this policy that specifically names a person or organization as an insured. then this subsection 2.f. does not apply to that person or organization. 4. Additional insured - Limited Primary and Non- contributory Provision The loflow•ing is added as a second paragraph to Section IV Conditions, Condition 4. Other Insur- ance. following paragraph b,(2): However. if you have added any person. organiza- tion or vendor of yours as an additional insured to this policy by way of this MultiCover fi endorse- ment and have agreed in a written insured contract that this insurance is primary and non-contribu- tcrry with otter insurance available to that addi- tional insured. this insurance is primary and we will not seek contribution from such additional insureds other insurance. This provision does not apply to other insurance to which such additional insured has been addal as an additional insured. 5. Waiver of Subrogation CG7158 12-07S Copyright 2007. Fireman's Fund insurance Company. Novato. CA. Alt rights reserved. includes copyrighted material of Insurance Servicesoftice. Inc., with its permission. SEC`f1ON 1V - COMMERCIAL GENERAL LIABILITY CONDITIONS. item 8.. is deleted and replaced by the following: 8. Transfer of Rights of Recovery Against Oth- ers to Us and Blanket Waiver of Subrogation a. If the insured has rights to recover all or part of any payment we have made under this Coverage Pan, those rights are transferred to us. The insured must do nothing after the loss to impair those rights. At our request. the insured will bring suit or transfer those rights to us and help us enforce them. b. If required by a written insured contract executed prior to the occurrence or of- fense, we waive any right of recovery we may have against any person or organ- ization named in such insured contract, because of payments we make for injury or damage arising out of your operations or your wort: for that person or organ- ization. Page 3 of 7 6. Cancellation - 120 Days Common Policy Conditions endorsement 1L0017. A. Cancellation. item 2.b. is deleted and replaced by the following: b. 120 days before the effective date of cancella- tion if we cancel for any other reason. 7. Liberalization SECi'ION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS . the following is ad- ded as an additional Condition: Liberalization If we adopt a change in our forms or rules which would broaden the coverage provided by any form that is a par of this policy without an extra premium charge. the broader coverage will apply to this policy. This extension is effective upon the approval of such broader coverage in your stale. 8. Fire, Explosion, Sprinkler Leakage, or Lightning Legal Liability Coverage A. SECTION 1 - COVERAGES. COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY. 2. Exclusions, the last paragraph. is deleted and replaced by the following: Exclusions c. through n. do not apply to damage by fire, explosion. sprinkler Icakagc. or lightning to premises while: I. Rented to you; 2. -Temporarily occupied by you with the permission of the owner; or 3. Managed by you under a written agree- ment with the owner. A separate limit of insurance applies to this coverage as described in Section Ill - LIMITS OF INSURANCE. B. SECTION 111 - LIMITS OF INSURANCE. item 6.. is deleted and replaced by the follow- ing: 6. Subject to 5. above. the Damage to Premises Rented To You Limit shown CG7158 12.07S Copyright 2007. Fireman s Fund Insurance Company. Novato. CA. All rights reserved. Includes copyrighted material of Insurance ServicesOffice. Inc.. with its permission. in the Declarations. for property damage to any one premises while rented to you; or in the case of damage by lire. explo- sion. sprinkler leakage. or lightning while rented to you. temporarily occupied by you with the permission of the owner, or managed by you under a written agreement with the owner. is the greater of a. S 1.000.000 Any One Premises; or b. The Damage To Premises Rented To You Limit shown in the Decla- rations. C. SECTION IV - COMMERCIAL GEN- ERAL LIABILITY CONDITIONS, 4. Other Insurance, h. Excess insurance. (1)(a). items (i) and (iii), are deleted and replaced by the following: (i) That is Fire. Explosion. Sprinkler Leak- age. or Lightning insurance for premises while rented to you. temporarily occu- pied by you with permission of the owner. or managed by you. under a writ- ten agreement with the owner; (iii) That is insurance purchased by you to cover your liability as a tenant for property damage to premises rented to you. temporarily occupied by you with the permission of the owner. or managed by you under a written agreement with the owner; or D. SECTION V - DEFINITIONS, 9. Insured Contract item a., is deleted and replaced by the following: (a) A contract for a lease of premises. However. that portion of the contract for a lease of premises that indemnities any person or organization for damage by fire. explosion. sprinkler leakage. or lightning to premises while rented to you. temporarily occupied by you with per- mission of the owner. or managed by you tinder a written agreement with the owner. is not an insured contract; Page 4 of 7 9. Damage to Invitees' Automobiles from Falling 'frees or 'free Limbs - Limited Coverage This coverage applies to direct physical damage to automobiles owned by invitees subject to all of the following: 1. Provided such damage originates from trees on premises owned. managed, leased or rented by an insured; 2. Coverage applies only to invitees of an in- sured or an insured's tenant; 3. Such damage is directly caused by wind -dri- ven falling trees or tree limbs; 4. The most we will pay for any one loss is the lowest of: a. the actual cash value of the dainagcxl au- tomobile as of the time of the loss; or h. the cost of repairing the damaged auto- mobile; or c. the cost of replacing the damaged auto- mobile with another automobile of like kind and quality. Regardless of the number of occurrences, losses or claims, this coverage is subject to a limit of $25.000 in any one policy period; 5. This coverage is not subject to the General Liability General Aggregate Limit: and 6. We will make payments under this coverage without regard to fault. 10. Non -Owned or Chartered Watercraft SECTION 1 - COVERAGES. COVERAGE A BODILY INJURY AND PROPERTY DAM- AGE LIABILITY, 2. Exclusions. item g. Aircraft. Auto. or Watercraft, item (2). is deleted and re- placed by the following: (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used for public transportation or as a common carrier; I I. Chartered Aircraft SECTION I - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAM- AGE LIABILITY. 2. Exclusions, g. Aircraft. Auto Or Watercraft, item (6), is added as follows: (6) An aircraft in which you have no ownership interest and that you have chartered with crew. 12. Coverage Territory - Broadened SECTION V - DEFINITIONS, item 4.a.. is de- Icted and replaced by the following: a. The United States of America (including its territories and possessions), Puerto Rico, Canada. Bermuda. the Bahamas. The Cayman Islands. and the British Virgin Islands; 13. Personal and Advertising Injury - Contractual Unless personal and advertising injury is excluded from this policy the following applies: SECTION 1 - COVERAGES. COVERAGE B. 2. Exclusions. item e., is deleted. 14. Fellow Employee Coverage SECTION 11 - WHO IS AN INSURED. 2.a.. item (I) is deleted and replaced by the fallowing: (I) Personal and advertising injury: However, subsections (a). (b). (c) and (d) of item (I) remain unchanged. 15. Bodily Injury Definition - Broadened SECTION V - DEFINITIONS. 3. Bodily Injury is deleted and replaced by the following: Bodily injury means bodily injury. sickness or dis- ease sustained by a person including death or mental anguish resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease. 16. Expected or Intended Injury - Amendment to Ex- clusion CG7158 12-07S Copyright 2007. Fireman's Fund Insurance Company. Novato. CA. All rights reserved. Includes copyrighted material of Insurance Services0ffice. Inc.. with its permission. SECTION 1. Coverage A Bodily Injury and Pro- perty Damage Liability. 2. EXCLUSIONS, a. Ex- pected or Intended Injury. is deleted and replaced by the following: Page 5 of 7 a. Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or prop- erty. 17. Unintentional Failure to Disclose Hazards SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS. item 6. Representa- tions. the following is added: d. If you unintentionally fail to disclose any ha- zards existing at the inception date of this policy, we will not deny coverage under this Coverage Form because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. 18. Supplementary Payments - Increased Limits SECTION 1 - COVERAGES. SUPPLEMEN- TARY PAYMENTS - COVERAGES A AND 13, items l b. and I .d.. arc deleted and replaced by the following: b. The cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the in- sured at our request to assist us in the inves- tigation or defense of the claim or suit. including substantiated loss of comings up to 5500 a day because of time oli from work. 19. Duties in the Event or an Occurrence, Offense, Claim or Suit - Amended SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS. item 2.a. is deleted and replaced by the following: (I) You must sec to it that we or any licensed agent of ours are notified of a General Liability occurrence or offense which may re- sult in a claim as soon as practicable Mier it becomes known to: (a) You. if you are an individual; (b) Your partner or member. if you are a partnership or joint venture; (c) Your member. it' you arc a limited liabil- ity company: (d) Your executive officer if you are an or- ganization other than a partnership. joint venture or limited liability company; or (e) Your authorized representative or insur- ance manager. Knowledge of an occurrence or offense by persons other than those listed above does not imply that those listed above also have such knowledge. (2) To the extent possible. notice should include: (a) How, when and where the occurrence or offense took place; (b) The names and addresses of any injured persons and witnesses; and (c) The nature and location of any injury or damage arising out of the occurrence or offense. 20. Non Employment Discrimination Liability Unless personal and advertising injury is excluded from this policy the following applies: CG7158 12-075 Copyright 2007. Fireman's Fund Insurance Company. Novato. CA. All rights reserved. Includes copyrighted material of Insurance ServicesOffice. Inc.. with its permission. A. SECTION V - DEFINITIONS. 14. Personal and advertising injury: item h. is added as fol- lows: h. Discrimination. B. SECTION V - DEFINITIONS. item 23. is added as (bllows: 23. Discrimination means the unlawful treat- ment of a person or class of persons be- cause of their specific race, color. religion. gender. age. or national origin in com- parison to one or more persons who are not members of the specified class. C. SECTION 1 - COVERAGES. COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY. 2. Exclusions. the following are added: Page 6 or 7 cl- Discrimination directly or indirectly re- lated to the past employment, employ- ment or prospective employment of any person or class of persons by any insured; r. Discrimination directly or indirectly re- lated to the sale, rental. tease or sublease or prospective sale, rental. lease or sub- lease of any dwelling or permanent lodg- ing by or at the direction of any insured; s. Discrimination, if insurance thereof is prohibited by law; or t. Fines. penalties. specific performance. or injunctions levied or imposed by a gov- ernmental entity. governmental code. law. or statute because of discrimination 21. Medical Payments Unless COVERAGE C MEDICAL PAY- MENTS, or the products -completed operations hazard has been excluded from this policy the fol- lowing applies: CG7158 12-07S Copyright 2007. Fireman's Fund Insurance Company. Novato. CA. At rights reserved. Includes copyrighted material of Insurance ServicesOffice. Inc.. with its permission. A. SECTION 1 - COVERACGES, COVERAGE C' MEDICAL PAYMENT'S. 2. Exclusions. item f , is deleted and replaced by the follow- ing: f. Products -Completed Operations Hazard Included within the products -completed operations hazard. However. this exclu- sion does not apply to expenses for den- tal services. B. Section 1 - COVERAGES. MEDICAL PAYMENTS. chide item 3. as follows: 3. Limit of insurance COVERAGE C' is amended to in- The- Medical Expense Limit of Insurance shall be the greater of: a. S20.000 Any One Person; or b. The amount shown in the Declara- tions. Page 7 of 7