1 SECOND AMENDMENT TO THE COMPLETE PAPERLESS SOLUTIONS
MAINTENANCE AND SUPPORT AGREEMENT
This Second Amendment to the Complete Paperless Solutions Maintenance and Support Agreement ("Second Amendment") is made between Complete Paperless Solutions, LLC a California limited liability company ("CPS" or “Consultant”) and the City of Redondo Beach, a chartered municipal corporation (“City”).
RECITALS
WHEREAS, on September 19, 2023, CPS and the City entered into the Complete Paperless Solutions Maintenance and Support Agreement (the “Agreement”), for the period of October 1, 2023, to September 30, 2026;
WHEREAS, the Agreement includes Exhibit “E”, which outlines the Pricing Proposal and Quotes for the Services to be provided by CPS;
WHEREAS, on May 21, 2024, CPS and the City entered into the First Amendment to the Agreement to incorporate additional quotes for Services and hardware to be provided by CPS, which are attached and incorporated by reference as "Attachment 1 to Exhibit E"; and WHEREAS, CPS and the City also desire to further amend the Agreement to include additional Services and hardware.
NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, and intending to be legally bound, the parties hereby agree to make the following amendments to the Agreement:
1. AMENDMENT TO EXHIBIT “E”: Exhibit “E” of the Agreement is hereby amended to include an additional quote for Services and hardware to be provided by CPS. This additional quote is attached hereto and incorporated herein by reference as "Attachment 2 to Exhibit E".
2. NO OTHER AMENDMENTS. Except as expressly stated herein, the Agreement shall remain unchanged and in full force and effect. The Agreement, First Amendment, and this Second Amendment constitute the entire agreement between the parties and supersede any previous oral or written agreement with respect to the subject matter hereof. In the event of any inconsistency between the terms of the Agreement, First Amendment, and this Second Amendment, the terms of this Second Amendment shall prevail.
SIGNATURES FOLLOW ON NEXT PAGE
2 IN WITNESS WHEREOF, the parties have executed this Second Amendment in Redondo Beach, California, as of this 18th day of February, 2025.
AUTHORIZED SIGNATURES
Complete Paperless Solutions, LLC City of Redondo Beach, a California limited liability company a chartered municipal corporation _________________________________ _________________________________ Signature Signature
Claude Schott James A. Light______________________
Name Name
Chief Financial Officer Mayor_____________________________ Title Title
APPROVED:
__________________________________
Diane Strickfaden, Risk Manager
ATTEST:
__________________________________
Eleanor Manzano, City Clerk
APPROVED AS TO FORM:
__________________________________
Michael W. Webb, City Attorney
3 ATTACHMENT 2 TO EXHIBIT “E”
See the attached quote.
ESTIMATE
Complete Paperless Solutions,
LLC
5130 E La Palma Av. Ste 206
Anaheim, CA 92807
[email protected]
+1 (866) 661-2425
Bill to
City of Redondo Beach
401 Diamond Street
Redondo Beach, CA 90277 USA
Ship to
City of Redondo Beach
401 Diamond Street
Redondo Beach, CA 90277 USA
Estimate details
Estimate no.: 2796
Estimate date: 01/28/2025
Expiration date: 02/27/2025
# Date Product or service SKU Description Qty Rate Amount
1. JSENF3B Business Users - Subscription 20 $716.7535 $14,335.07
2. JSPARB Participant Users - Subscription 20 $96.7395 $1,934.79 Total $16,269.86
Expiry
date
02/27/2025
Accepted date Accepted by
05/31/2024
Robert Harris Insurance Agency, Inc.
Lic. #0216736
3150 Bristol St., Suite 200
Costa Mesa CA 92626
Arlene Rhodes
(714) 619-4480 (714) 619-4481
[email protected]
Complete Paperless Solutions LLC
5130 E La Palma Ave
Ste 206
Anaheim CA 92807-2078
Travelers Casualty Insurance Co of America 19046
The Travelers Property Casualty Co of America 25674
Hartford Casualty Ins. Co. 29424
Lloyds of London
Houston Casualty Company
24-25 Master Cert
A Y 6808B847614 06/23/2024 06/23/2025
2,000,000
300,000
5,000
2,000,000
4,000,000
4,000,000
A BA0Y748983 06/23/2024 06/23/2025
1,000,000
B CUP0Y937051 06/23/2024 06/23/2025
1,000,000
1,000,000
C Y 72WECZX9262 06/23/2024 06/23/2025 1,000,000
1,000,000
1,000,000
D
Errors and Omissions
Claims Made Policy ESM1039973728 06/23/2024 06/23/2025
Each Claim Aggregate $2,000,000
Each Claim Deductible $10,000
Certificate holder is named as an additional insured as their interest may appear but only if by written contract with the named insured prior to an occurrence and subject to all policy terms and conditions.
City of Redondo Beach Department of Engineering and Building 415 Diamond Street
Redondo Beach CA 90277
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:
CONTACT
(A/C, No): FAX
E-MAIL
ADDRESS:
PRODUCER
(A/C, No, Ext): PHONE
INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$ PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOS ONLY AUTOS
NON-OWNED
OWNED SCHEDULED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH- STATUTEPER
(MM/DD/YYYY) LIMITS POLICY EXP (MM/DD/YYYY) POLICY EFF LTR TYPE OF INSURANCE POLICY NUMBER INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $
AGGREGATE $
$
OCCUR
CLAIMS-MADE
DED RETENTION $
PRODUCTS - COMP/OP AGG $
GENERAL AGGREGATE $
PERSONAL & ADV INJURY $
MED EXP (Any one person) $
EACH OCCURRENCE $
DAMAGE TO RENTED
PREMISES (Ea occurrence) $
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PROJECT LOC
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
Robert Harris Insurance Agency, Inc. Complete Paperless Solutions LLC 25 Certificate of Liability Insurance: Notes
Carrier E- Cyber Liability - Houston Casualty Company - Policy # H23NGP214957-02 Limit $2,000,000 - Effective 06/23/2024 to 6/23/2025 06/23/2024
ACORD 101 (2008/01)
The ACORD name and logo are registered marks of ACORD
© 2008 ACORD CORPORATION. All rights reserved.
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE:
ADDITIONAL REMARKS
ADDITIONAL REMARKS SCHEDULE Page of
AGENCY CUSTOMER ID:
LOC #:
AGENCY
CARRIER NAIC CODE
POLICY NUMBER
NAMED INSURED
EFFECTIVE DATE:
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Countersigned by
Authorized Representative
Form WC 04 03 06 (1) Printed in U.S.A.
Process Date: 05/14/23 Policy Expiration Date: 06/23/24
WAIVER OF OUR RIGHT TO RECOVER FROM
OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: 72 WEC ZX9262 Endorsement Number:
Effective Date: 06/23/24 Effective hour is the same as stated on the Information Page of the policy.
Named Insured and Address: COMPLETE PAPERLESS SOLUTIONS LLC 5130 E LA PALMA AVE STE 206
ANAHEIM CA 92807
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.
The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration.
SCHEDULE
Person or Organization Job Description
Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Form WC 99 03 94 Printed in U.S.A.
Process Date: 05/14/23 Policy Expiration Date: 06/23/24 © 2011, The Hartford
NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S)
Policy Number: 72 WEC ZX9262 Endorsement Number:
Effective Date: 06/23/24 Effective hour is the same as stated on the Information Page of the policy.
Named Insured and Address: COMPLETE PAPERLESS SOLUTIONS LLC 5130 E LA PALMA AVE STE 206
ANAHEIM CA 92807
This policy is subject to the following additional
Conditions:
A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such
cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the
certificate holder(s) with mailing addresses on file
with the agent of record or the Company.
B. If this policy is cancelled by the Company for
non-payment of premium, or by the insured, notice
of such cancellation will be provided within ten (10)
days of the cancellation effective date to the
certificate holder(s) with mailing addresses on file
with the agent of record or the Company.
If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient
proof of notice.
Any notification rights provided by this endorsement
apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy’s term.
Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation
becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or
representatives.
COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET ADDITIONAL INSURED – PRIMARY AND
NON-CONTRIBUTORY WITH OTHER INSURANCE
© 2016 The Travelers Indemnity Company. All rights reserved.
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
CA T4 74 02 16 Page 1 of 1
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
PROVISIONS
1. The following is added to Paragraph A.1.c., Who
Is An Insured, of SECTION ll – COVERED
AUTOS LIABILITY COVERAGE:
This includes any person or organization who you
are required under a written contract or
agreement between you and that person or
organization, that is signed by you before the
"bodily injury" or "property damage" occurs and
that is in effect during the policy period, to name
as an additional insured for Covered Autos
Liability Coverage, but only for damages to which
this insurance applies and only to the extent of
that person's or organization's liability for the
conduct of another "insured".
2. The following is added to Paragraph B.5., Other
Insurance of SECTION IV – BUSINESS AUTO
CONDITIONS:
Regardless of the provisions of paragraph a. and
paragraph d. of this part 5. Other Insurance, this
insurance is primary to and non-contributory with
applicable other insurance under which an
additional insured person or organization is the
first named insured when the written contract or
agreement between you and that person or
organization, that is signed by you before the
"bodily injury" or "property damage" occurs and
that is in effect during the policy period, requires
this insurance to be primary and non-contributory.
1PMJDZ#":
COMMERCIAL AUTO
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
CA T4 37 02 16
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET ADDITIONAL INSURED
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
The following is added to Paragraph c. in A.1., Who
Is An Insured, of SECTION II – COVERED AUTOS
LIABILITY COVERAGE in the BUSINESS AUTO
COVERAGE FORM and Paragraph e. in A.1., Who Is
An Insured, of SECTION II – COVERED AUTOS
LIABILITY COVERAGE in the MOTOR CARRIER
COVERAGE FORM, whichever Coverage Form is
part of your policy:
This includes any person or organization who you are
required under a written contract or agreement
between you and that person or organization, that is
signed by you before the "bodily injury" or "property
damage" occurs and that is in effect during the policy
period, to name as an additional insured for Covered
Autos Liability Coverage, but only for damages to
which this insurance applies and only to the extent of
that person's or organization's liability for the conduct of another "insured".
© 2016 The Travelers Indemnity Company. All rights reserved . 1PMJDZ#":
COMMERCIAL AUTO
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
CA T4 20 02 15
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AUTO COVERAGE PLUS ENDORSEMENT
© 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission.
GENERAL DESCRIPTION OF COVERAGE – This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. 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. BLANKET ADDITIONAL INSURED
B. EMPLOYEE HIRED AUTO
C. EMPLOYEES AS INSURED
D. SUPPLEMENTARY PAYMENTS – INCREASED
LIMITS
E. TRAILERS – INCREASED LOAD CAPACITY
F. HIRED AUTO PHYSICAL DAMAGE
G. PHYSICAL DAMAGE – TRANSPORTATION
EXPENSES – INCREASED LIMIT
A. BLANKET ADDITIONAL INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II – COVERED AUTOS
LIABILITY COVERAGE:
Any person or organization who is required under
a written contract or agreement between you and
that person or organization, that is signed and
executed by you before the "bodily injury" or
"property damage" occurs and that is in effect
during the policy period, to be named as an additional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which
this insurance applies and only to the extent that
person or organization qualifies as an "insured"
under the Who Is An Insured provision contained
in Section II.
B. EMPLOYEE HIRED AUTO
1. The following is added to Paragraph A.1.,
Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE:
An "employee" of yours is an "insured" while
operating a covered "auto" hired or rented
under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of
your business.
2. The following replaces Paragraph b. in B.5.,
Other Insurance, of SECTION IV – BUSINESS AUTO CONDITIONS:
b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own:
(1) Any covered "auto" you lease, hire,
rent or borrow; and
(2) Any covered "auto" hired or rented by
your "employee" under a contract in
an "employee's" name, with your
permission, while performing duties
related to the conduct of your business.
However, any "auto" that is leased, hired,
rented or borrowed with a driver is not a
covered "auto".
C. EMPLOYEES AS INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II – COVERED AUTOS
LIABILITY COVERAGE:
H. AUDIO, VISUAL AND DATA ELECTRONIC
EQUIPMENT – INCREASED LIMIT
I. WAIVER OF DEDUCTIBLE – GLASS
J. PERSONAL PROPERTY
K. AIRBAGS
L. AUTO LOAN LEASE GAP
M. BLANKET WAIVER OF SUBROGATION
1PMJDZ#":
BLANKET ADDITIONAL INSURED
BLANKET ADDITIONAL INSURED
COMMERCIAL AUTO
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs.
D. SUPPLEMENTARY PAYMENTS – INCREASED
LIMITS
1. The following replaces Paragraph A.2.a.(2) of
SECTION II – COVERED AUTOS LIABILITY
COVERAGE:
(2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish
these bonds.
2. The following replaces Paragraph A.2.a.(4) of
SECTION II – COVERED AUTOS LIABILITY
COVERAGE:
(4) All reasonable expenses incurred by the
"insured" at our request, including actual
loss of earnings up to $500 a day because of time off from work.
E. TRAILERS – INCREASED LOAD CAPACITY
The following replaces Paragraph C.1. of SECTION I – COVERED AUTOS:
1. "Trailers" with a load capacity of 3,000
pounds or less designed primarily for travel
on public roads.
F. HIRED AUTO PHYSICAL DAMAGE
The following is added to Paragraph A.4., Coverage Extensions, of SECTION III – PHYSICAL DAMAGE COVERAGE:
Hired Auto Physical Damage Coverage
If hired "autos" are covered "autos" for Covered
Autos Liability Coverage but not covered "autos"
for Physical Damage Coverage, and this policy
also provides Physical Damage Coverage for an
owned "auto", then the Physical Damage Coverage is extended to "autos" that you hire, rent or borrow subject to the following:
(1) The most we will pay for "loss" to any one
"auto" that you hire, rent or borrow is the
lesser of:
(a) $50,000;
(b) The actual cash value of the damaged or
stolen property as of the time of the
"loss"; or
(c) The cost of repairing or replacing the
damaged or stolen property with other
property of like kind and quality.
(2) An adjustment for depreciation and physical
condition will be made in determining actual
cash value in the event of a total "loss".
(3) If a repair or replacement results in better
than like kind or quality, we will not pay for the
amount of betterment.
(4) A deductible equal to the highest Physical
Damage deductible applicable to any owned
covered "auto".
(5) This Coverage Extension does not apply to:
(a) Any "auto" that is hired, rented or borrowed with a driver; or (b) Any "auto" that is hired, rented or borrowed from your "employee".
G. PHYSICAL DAMAGE – TRANSPORTATION
EXPENSES – INCREASED LIMIT
The following replaces the first sentence in Paragraph A.4.a., Transportation Expenses, of SECTION III – PHYSICAL DAMAGE COVERAGE:
We will pay up to $50 per day to a maximum of
$1,500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type.
H. AUDIO, VISUAL AND DATA ELECTRONIC
EQUIPMENT – INCREASED LIMIT
Paragraph C.1.b. of SECTION III – PHYSICAL
DAMAGE COVERAGE is deleted.
I. WAIVER OF DEDUCTIBLE – GLASS
The following is added to Paragraph D., Deductible, of SECTION III – PHYSICAL DAMAGE COVERAGE:
No deductible for a covered "auto" will apply to
glass damage if the glass is repaired rather than
replaced.
J. PERSONAL PROPERTY
The following is added to Paragraph A.4., Coverage Extensions, of SECTION III – PHYSICAL DAMAGE COVERAGE:
Personal Property Coverage
We will pay up to $400 for "loss" to wearing apparel and other personal property which is:
(1) Owned by an "insured"; and
(2) In or on your covered "auto".
This coverage only applies in the event of a total
theft of your covered "auto".
No deductibles apply to Personal Property coverage.
COMMERCIAL AUTO
CA T4 20 02 15 © 2015 The Travelers Indemnity Company. All rights reserved.
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
K. AIRBAGS
The following is added to Paragraph B.3., Exclusions, of SECTION III – PHYSICAL DAMAGE COVERAGE:
Exclusion 3.a. does not apply to "loss" to one or
more airbags in a covered "auto" you own that inflate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but
only:
a. If that "auto" is a covered "auto" for Comprehensive Coverage under this policy; b. The airbags are not covered under any warranty; and c. The airbags were not intentionally inflated.
We will pay up to a maximum of $1,000 for any
one "loss".
L. AUTO LOAN LEASE GAP
The following is added to Paragraph A.4., Coverage Extensions, of SECTION III – PHYSICAL DAMAGE COVERAGE:
Auto Loan Lease Gap Coverage for Private
Passenger Type Vehicles
In the event of a total "loss" to a covered "auto" of
the private passenger type shown in the Schedule
or Declarations for which Physical Damage Coverage is provided, we will pay any unpaid amount due on the lease or loan for such covered "auto"
less the following:
(1) The amount paid under the Physical Damage
Coverage Section of the policy for that "auto";
and
(2) Any:
(a) Overdue lease or loan payments at the
time of the "loss";
(b) Financial penalties imposed under a
lease for excessive use, abnormal wear
and tear or high mileage;
(c) Security deposits not returned by the lessor;
(d) Costs for extended warranties, Credit Life
Insurance, Health, Accident or Disability
Insurance purchased with the loan or
lease; and
(e) Carry-over balances from previous loans
or leases.
M. BLANKET WAIVER OF SUBROGATION
The following replaces Paragraph A.5., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV – BUSINESS AUTO CONDITIONS:
5. Transfer Of Rights Of Recovery Against
Others To Us
We waive any right of recovery we may have
against any person or organization to the extent required of you by a written contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract.
BLANKET WAIVER OF SUBROGATION
COMMERCIAL AUTO
This endorsement modifies insurance provided under the following:
AUTO DEALERS COVERAGE FORM
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
CA T3 40 02 15
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET WAIVER OF SUBROGATION
© 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission.
The following replaces Paragraph A.5., Transfer of
Rights Of Recovery Against Others To Us, of the
CONDITIONS Section:
5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have
against any person or organization to the extent
required of you by a written contract executed
prior to any "accident" or "loss", provided that the
"accident" or "loss" arises out of the operations
contemplated by such contract. The waiver applies only to the person or organization designated in such contract. 1PMJDZ#":
26 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2019 CFC Underwriting Ltd, All Rights Reserved Technology (US) v3.1 c. any other law, regulation or statute relating to unsolicited communication, distribution, sending or transmitting of any communication via telephone or any other electronic or telecommunications device.
However, this Exclusion will not apply to INSURING CLAUSE 1 (SECTION F only).
62. Vacant premises
in respect of INSURING CLAUSES 4 and 5, resulting from premises left vacant for more than 60 consecutive days.
63. War
arising directly or indirectly out of:
a. war, invasion, acts of foreign enemies, hostilities or warlike operations (whether war is declared or not), civil war, rebellion, insurrection, civil commotion assuming the proportions of or mounting to an uprising, military or usurped power; or
b. any action taken in controlling, preventing, suppressing or in any way relating to a. above.
64. Website content accessibility
arising directly or indirectly out of the actual or alleged violation of any laws, regulations or guidelines relating to the accessibility of your website content.
65. Willful or dishonest acts of senior executive officers arising directly or indirectly out of any willful, criminal, malicious or dishonest act, error or omission by a senior executive officer as determined by final adjudication, arbitral tribunal or written admission.
CONDITIONS
1. What you must do in the event of a claim or cyber incident If any senior executive officer becomes aware of any incident which may reasonably be expected to give rise to a claim under this Policy you must:
a. notify the claims managers (in respect of cyber incidents, a telephone call to our cyber incident response line will constitute notification) as soon as is reasonably practicable and follow their directions. However, in respect of INSURING CLAUSES 1 (SECTIONS A, B, C, D, E, G and H only) and 3 (SECTION G only) this notification must be made no later than the end of any applicable extended reporting period; and b. not admit liability for or settle or make or promise any payment or incur any costs and expenses without our prior written agreement (which will not be unreasonably withheld).
If you discover a cyber event you may only incur costs without our prior written consent within the first 72 hours following the discovery and any third party costs incurred must be with a company forming part of the approved claims panel providers. All other costs may only be incurred with the prior written consent of the claims managers (which will not be unreasonably withheld).
1PMJDZ&4.
27 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2019 CFC Underwriting Ltd, All Rights Reserved Technology (US) v3.1
2. Additional insureds
We will indemnify any third party as an additional insured under this Policy, but only in respect of sums which they become legally obliged to pay (including liability for claimants' costs and expenses) as a result of a claim arising solely out of an act committed by you, provided that:
a. you contracted in writing to indemnify the third party for the claim prior to it first being made against them; and
b. had the claim been made against you, then you would be entitled to indemnity under this Policy.
Before we indemnify any additional insured they must:
a. prove to us that the claim arose solely out of an act committed by you; and b. fully comply with CONDITION 1 as if they were you.
Where we indemnify a third party as an additional insured under this Policy, this Policy will be primary and noncontributory to the third party's own insurance, but only if you and the third party have entered into a contract that contains a provision requiring this.
Where a third party is treated as an additional insured as a result of this Condition, any claim made by that third party against you will be treated by us as if they were a third party and not as an insured.
3. Agreement to pay claims (duty to defend)
We have the right and duty to take control of and conduct in your name the investigation, settlement or defense of any claim. We will not have any duty to pay costs and expenses for any part of a claim that is not covered by this Policy.
You may ask the claims managers to consider appointing your own lawyer to defend the claim on your behalf and the claims managers may grant your request if they consider your lawyer is suitably qualified by experience, taking into account the subject matter of the claim, and the cost to provide a defense.
We will endeavor to settle any claim through negotiation, mediation or some other form of alternative dispute resolution and will pay on your behalf the amount we agree with the claimant. If we cannot settle using these means, we will pay the amount which you are found liable to pay either in court or through arbitration proceedings, subject to the limit of liability.
We will not settle any claim without your consent. If you refuse to provide your consent to a settlement recommended by us and elect to continue legal proceedings in connection with the claim, any further costs and expenses incurred will be paid by you and us on a proportional basis, with 50% payable by us and 50% payable by you. As a consequence of your refusal, our liability for the claim, excluding costs and expenses, will not be more than the amount for which the claim could have been settled.
4. Calculation of business interruption losses
In respect of INSURING CLAUSES 2 (SECTION G only) and 5, in the event of a claim for any financial loss sustained by you, you must provide the claims managers with your calculation of the financial loss including. a. how the loss has been calculated and what assumptions have been made; and 1PMJDZ&4.
28 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2019 CFC Underwriting Ltd, All Rights Reserved Technology (US) v3.1 b. supporting documents including account statements, sales projections and invoices.
If we are unable to agree with your calculation of the financial loss, we will appoint an independent expert agreed between you and us which will be paid for by us. If an independent expert cannot be agreed upon, one will be appointed by an arbitrator mutually agreed between you and us whose decision will be final and binding.
Once an independent expert has been appointed, their calculation of any financial loss sustained by you will be final and binding.
5. Cancellation
This Policy may be canceled with 30 days written notice by either you or us.
If you give us notice of cancellation, the return premium will be in proportion to the number of days that the Policy is in effect. However, if you have made a claim under this Policy there will be no return premium.
If we give you notice of cancellation, the return premium will be in proportion to the number of days that the Policy is in effect.
We also reserve the right of cancellation in the event that any amount due to us by you remains unpaid more than 60 days beyond the inception date. If we exercise this right of cancellation it will take effect from 14 days after the date the written notice of cancellation is issued.
The Policy Administration Fee will be deemed fully earned upon inception of the Policy.
6. Continuous cover
If you have neglected, through error or oversight only, to report an incident discovered by you that might give rise to a claim under this Policy during the period of a previous renewal of this Policy issued to you by us, then provided that you have maintained uninterrupted insurance of the same type with us since the expiry of that earlier Policy, we will permit the matter to be reported under this Policy and we will indemnify you, provided that:
a. the indemnity will be subject to the applicable limit of liability of the earlier Policy under which the matter should have been reported or the limit of liability, whichever is the lower; b. we may reduce the indemnity entitlement by the monetary equivalent of any prejudice which has been suffered as a result of the delayed notification; and
c. the indemnity will be subject to all of the terms and conditions of this Policy, other than a. above.
7. Cross liability and severability
In respect of INSURING CLAUSE 3 only, where there is more than one entity insured under this Policy, and subject to the limit of liability, any claim made by one insured entity against another insured entity will be treated as if they are a third party and knowledge possessed by one insured entity will not be imputed to any other insured entity.
8. Establishing loss of contents
If you make a claim under this Policy for loss of contents, you must reasonably establish how and when the incident took place. This may include confirmation that the incident was reported to the appropriate law enforcement authorities and details of any investigation they undertook.
Cancellation
This Policy may be canceled with 30 days written notice by either you or us. 1PMJDZ&4.
29 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2019 CFC Underwriting Ltd, All Rights Reserved Technology (US) v3.1
9. Extended reporting period
In respect of INSURING CLAUSES 1 (SECTIONS A, B, C, D, E, G and H only) and 3 (SECTION G only), an extended reporting period of 60 days following the expiry date will be automatically granted at no additional premium. This extended reporting period will cover, subject to all other terms, conditions and exclusions of this Policy, claims first made against you during the period of the policy and reported to us during this extended reporting period.
No claim will be accepted by us in this 60 day extended reporting period if you are entitled to indemnity under any other insurance, or would be entitled to indemnity under such insurance if its limit of liability was not exhausted.
10. Optional extended reporting period
In respect of INSURING CLAUSES 1 (SECTIONS A, B, C, D, E, G and H only) and 3 (SECTION G only), if we or you decline to renew or cancel this Policy then you will have the right to have issued an endorsement providing an optional extended reporting period for the duration stated in the Declarations page which will be effective from the cancellation or non-renewal date. This optional extended reporting period will cover claims first made against you and reported to us during this optional extended reporting period but only in respect of any claim arising out of any act, error or omission committed prior to the date of cancellation or non-renewal and subject to all others terms, conditions and exclusions of this Policy.
If you would like to purchase the optional extended reporting period you must notify us and pay us the optional extended reporting period premium stated in the Declarations page within 30 days of cancellation or non-renewal.
The right to the optional extended reporting period will not be available to you where cancellation or non-renewal by us is due to non-payment of the premium or your failure to pay any amounts in excess of the applicable limit of liability or within the amount of the applicable deductible as is required by this Policy in the payment of claims.
At the renewal of this Policy, our quotation of different premium, deductible, limits of liability or changes in policy language will not constitute non-renewal by us.
11. Fraudulent claims
If it is determined by final adjudication, arbitral tribunal or written admission by you, that you notified us of any claim knowing it to be false or fraudulent in any way, we will have no responsibility to pay that claim, we may recover from you any sums paid in respect of that claim and we reserve the right to terminate this Policy from the date of the fraudulent act. If we exercise this right we will not be liable to return any premium to you. However, this will not affect any claim under this Policy which has been previously notified to us.
12. Innocent non-disclosure
We will not seek to avoid the Policy or reject any claim on the grounds of non-disclosure or misrepresentation except where the non-disclosure or misrepresentation was reckless or deliberate.
13. Maintenance of employee automobile liability insurance It is a condition precedent to indemnity under INSURING CLAUSE 3 (SECTIONS H and I only) that all employees who operate an automobile in the course of your business activities will maintain in full force and effect for the period of the policy primary automobile liability insurance in an amount equal to, or greater than, the minimum primary automobile liability limits required in the state of registration of the automobile. If you make a claim under INSURING CLAUSE 3 (SECTIONS H and I only) and the employee has failed to meet these requirements then this Policy will only 1PMJDZ&4.
30 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2019 CFC Underwriting Ltd, All Rights Reserved Technology (US) v3.1 respond to provide excess coverage as though the requirements had been met, whereby you agree to pay all sums within and up to the required minimum limit.
14. Mergers and acquisitions
If you acquire an entity during the period of the policy whose annual revenue does not exceed 20% of the company's annual revenue, as stated in its most recent financial statements, cover is automatically extended under this Policy to include the acquired entity as a subsidiary.
If you acquire an entity during the period of the policy whose annual revenue exceeds 20% of the company's annual revenue, as stated in its most recent financial statements, cover is automatically extended under this Policy to include the acquired entity as a subsidiary for a period of 45 days.
We will consider providing cover for the acquired entity after the period of 45 days if:
a. you give us full details of the entity within 45 days of its acquisition; and b. you accept any amendment to the terms and conditions of this Policy or agree to pay any additional premium required by us.
In the event you do not comply with a. or b. above, cover will automatically terminate for the entity 45 days after the date of its acquisition.
Cover for any acquired entity is only provided under this Policy for any act, error or omission committed on or after the date of its acquisition.
No cover will be automatically provided under this Policy for any acquired entity:
a. whose business activities are materially different from your business activities; b. that has been the subject of any lawsuit, disciplinary action or regulatory investigation in the 3 year period prior to its acquisition; or
c. that has experienced a cyber event in the 3 year period prior to its acquisition, if the cyber event cost more than the highest deductible of this Policy.
If during the period of the policy you consolidate, merge with or are acquired by another entity then all coverage under this Policy will terminate at the date of the consolidation, merger or acquisition unless we have issued an endorsement extending coverage, and you have agreed to any additional premium and terms of coverage required by us.
15. Our rights of recovery
If we make any payment under this Policy then you must maintain all of your rights of recovery in respect of this payment against any third party and make these available to us where possible.
We will not exercise any rights of recovery against employees or the estates, heirs, legal representatives or assigns of any employee in the event of their death, incapacity, insolvency or bankruptcy unless this is in respect of any fraudulent or dishonest acts or omissions as proven by final adjudication, arbitral tribunal or written admission by you.
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31 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2019 CFC Underwriting Ltd, All Rights Reserved Technology (US) v3.1 Any recoveries will be applied in proportion to the amounts paid by you and us in relation to the claim under this Policy.
16. Prior subsidiaries
Should an entity cease to be a subsidiary after the inception date, cover in respect of the entity will continue as if it was still a subsidiary during the period of the policy, but only in respect of an act, error, omission or event occurring prior to the date that it ceased to be a subsidiary.
17. Process for paying privacy breach notification costs Any privacy breach notification transmitted by you or on your behalf must be done with our prior written consent.
We will ensure that notification is compliant with any legal or regulatory requirements and contractual obligations.
No offer must be made for financial incentives, gifts, coupons, credits or services unless with our prior written consent which will only be provided if the offer is commensurate with the risk of harm.
We will not be liable for any portion of the costs you incur under INSURING CLAUSE 2 (SECTION B only) that exceed the costs that you would have incurred had you gained our prior written consent. In the absence of our prior written consent we will only be liable to pay you the equivalent cost of a notification made using the most cost effective means permissible under the governing law.
18. Waiver of subrogation
Notwithstanding CONDITION 15, we agree to waive our rights of recovery against any third party if, prior to the claim or incident which you reasonably expected to give rise to a claim, you entered into a contract that contains a provision requiring you to do this.
19. Choice of law and service of suit
In the event of a dispute between you and us regarding this Policy, the dispute will be governed by the laws of the State of the United States of America shown as the choice of law stated in the Declarations page. We agree, at your request, to submit to the jurisdiction of a court of competent jurisdiction within the United States of America.
Nothing in this Condition constitutes or should be understood to constitute a waiver of our rights to commence an action in any court of competent jurisdiction in the United States of America, to move an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States of America or the laws of any State of the United States of America.
It is further agreed that service of process in such suit may be made upon the law firm stated in the Declarations page and that in any suit instituted against us, we will abide by the final decision of such court or of any appellate court in the event of an appeal. The law firm stated in the Declarations page is authorized and directed to accept service of process on our behalf in any such suit and, at your request, to give a written undertaking to you that they will enter a general appearance on our behalf in the event such suit is instituted.
Additionally, in accordance with the statute of any state, territory or district of the United States which makes such a provision, we hereby designate the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as our true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by you arising out of this Policy. The law Waiver of subrogation
we agree to waive our rights of recovery against any third party if, 1PMJDZ&4.
32 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2019 CFC Underwriting Ltd, All Rights Reserved Technology (US) v3.1 firm stated in the Declarations page is hereby designated as the firm to whom the above mentioned officer is authorized to mail such process or a copy thereof.
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