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HomeMy WebLinkAboutOPEX CORPORATION (4) N-2026-204 AUG 1 12026 AGREEMENT WITH OPEX CORPORATION TO PROVIDE SERVICE AND MAINTENANCE OF AUTOMATED MAIL OPENING MACHINES �.ZUb 61;L4dPi��� THIS AGREEMENT is made and entered into on this 30t1'day of July,2026 by and between OPEX Corporation, ("Vendor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a Vendor having special skill and knowledge in the field of service and maintenance of automated snail opening machines. B. Vendor represents that Vendor is able and willing to provide such services to the City. C. In undertaking the perfon-nance of this Agreement, Vendor represents that it is knowledgeable in its field and that any services performed by Vendor under this Agreement will be performed in compliance with such standards as may reasonably be expected from an established Vendor in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terns and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Vendor shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. a. Service Limitations. Vendor's obligations to provide maintenance services under this Agreement are expressly limited by Section 7.1 of Exhibit A. In the event of any conflict between this Agreement and Section 7.1 of Exhibit A regarding the scope, limitations, exclusions, conditions, or suspension of maintenance services, Section 7.1 of Exhibit A shall control. 2. COMPENSATION a. City agrees to pay, and Vendor agrees to accept as total payment for its services for City, the rates and charges identified in Compensation - Exhibit B. The total amount to be expended during the terns of this Agreement shall not exceed $11,000, b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Vendor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Vendor agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to Page 1 of 15 #2201758v4 deposit payments directly into Vendor's account(s) with financial institutions. Payment need not be inade for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on September 18, 2026 and continue for an initial one- year term ("Initial Term") with the option for the City to grant up to a two (2) one (1) year extensions ("Extensions"), exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Vendor shall, during the entire term of this Agreement, be construed to be an independent Vendor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Vendor performs the services which are the subject matter of this Agreement; however,the services to be provided by Vendor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Vendor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. WARRANTY; WARRANTY LIMITATION. Vendor warrants that all work required to be performed hereunder shall conforin to the descriptions contained in this Agreement and will be performed in a professional manner according to generally accepted industry standards. THE FOREGOING EXPRESS WARRANTY IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE AND THERE ARE NO WARRANTIES WHICH ARE NOT CONTAINED IN TIIIS AGREEMENT. 6. INSURANCE Insurance requirements are attached hereto as Exhibit C. 7. INDEMNIFICATION Vendor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,employees, contractors, special counsel, and representatives from liability: (1)for personal injury,damages,just compensation,restitution,judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Vendor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages,just compensation,restitution,judicial or equitable relief Page 2 of 15 #2201758v4 is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages,just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify,hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City,regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution,judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding.Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 7.1 Defense of Claim. In the event of any such claim set forth in Section 7 above,Vendor party shall be notified promptly of any such claims, suits or proceedings in writing, and shall have full and complete authority, information and assistance for the defense of such claim; provided, however, Vendor shall have no authority to enter into any settlement or compromise on behalf of the City without the prior written consent of the City, which consent shall not be unreasonably withheld. In all events,the City shall have the right to participate in the defense of any proceedings with counsel of its own choosing, at its expense. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Vendor will (i) indemnify, hold harmless and defend the City, at Vendor's expense, from and against any claim brought against the City alleging that any portion of the Equipment infringes a European Union, Canadian or United States patent, copyright, trademark, or other intellectual property right, of any third party; and (ii) hold the City harmless from and against all costs and damages finally awarded, provided that Vendor is given prompt written notice of such claim and is given information, reasonable assistance, and sole authority to defend or settle the claim. 8.1. Infringement Defense. In the defense or settlement of a claim pursuant to Paragraph 8 above, Vendor may; (i) obtain for the City the right to continue using the Equipment; (ii)replace or modify the Equipment so that it becomes non-infringing; or (iii) if remedies (i) and (ii) are not reasonably available, grant the City a depreciated refund pro-rata based upon a sixty (60) month life,measured from the original installation date of the Equipment. 8.2. Infringement Indemnification Limitations. Vendor shall not have any liability if the alleged infringement is based upon the use or sale of the Equipment in combination with other products or devices not furnished or approved by Vendor. VENDOR DISCLAIMS ALL OTHER LIABILITY FOR PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, INCLUDING ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND THE RIGHTS STATED HEREIN ARE THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY. 9. GENERAL LIMITATIONS. In no event shall either party be liable to the other,whether in an action in negligence, contract or tort or based on a warranty or otherwise, for loss of profits, Page 3 of 15 #2241758v4 revenue,or loss or inaccuracy of data, or any indirect, incidental,punitive, special or consequential damages incurred by the other party or any third party, even if the party has been advised of the possibility of such damages, Further, except to the extent that liability arises from: (i) a breach by either party of its confidentiality obligations in.Section 10.3;or(ii)instances of either Party's gross negligence or willful misconduct;each party's liability for damages under this Agreement,whether in an action in negligence, contract or tort or based on a warranty, shall not exceed the annual fees payable for the Maintenance Service, 10. RECORDS Vendor shall keep records and invoices in connection with the work to be performed under this Agreement. Vendor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Vendor under this Agreement. All such records and invoices shall be clearly identifiable. Vendor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. PROPRIETARY TECHNOLOGY AND DIAGNOSTICS; CONFIDENTIALITY 11.1 Technology. Vendor holds intellectual property rights in the Equipment, which includes the Equipment's computer operating system, software components and mechanical components (collectively"Technology"). No licenses, either express or implied, under any patents are granted by Vendor to the City hereunder, except as expressly stated herein. The City agrees that it shall not copy, remove, use (except for operation of the Equipment in accordance with the Published Specifications), or disclose Technology to any third party. 11.2 Diagnostics.In providing Maintenance Service,Vendor utilizes certain software diagnostics ("Diagnostics"). Vendor holds intellectual property rights in the Diagnostics, and the Diagnostics are for Vendor's exclusive use. Except with the express written consent of Vendor,Customer shall not use, copy,remove, or alter the Diagnostics. It is understood and agreed by Customer that upon termination of this Agreement, Customer shall either: (i) Return the Diagnostics to Vendor at Vendor's expense; or (ii) Purchase, according to Vendor's then-current rates, a non-exclusive, non-transferable and personal limited license to use the Diagnostics. 11.3 Confidential Information. During the term of this Agreement, either party may have access to or receive information which due to the nature of such information is reasonably understood to be confidential and/or proprietary. Each party agrees that it shall not use or disclose such information except in the performance of this Agreerent, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information"shall include all nonpublic information. Confidential information includes not only written information,but also information transferred orally,visually, electronically, or by other means. Confidential information disclosed to either party by any Page 4of15 42201758v4 subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the receiving party disclosed in a publicly available source; (c) is in rightful possession of the receiving party without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the receiving party without reference to information disclosed by the disclosing party. 12. CONFLICT OF INTEREST CLAUSE a. Vendor covenants that it presently has no interests and shall not have interests, direct or indirect,which would conflict in any manner with performance of services specified under this Agreement. b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City's Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Vendor or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any Ca1PERS retiree as authorized by City Council resolution d. The Vendor must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Vendor warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Vendor hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. e. Vendor covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported(in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b) and (c) above. 13. NON-DISCRIMINATION Vendor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic Page 5 of 15 #2241758v4 information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Vendor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Vendor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Vendor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Vendor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Vendor, Vendor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Vendors retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Vendor shall be entitled to receive and the City shall pay Vendor compensation for all services performed by Vendor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director niay require Vendor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Vendor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. WAIVER Page 6 of 15 42201758v4 All rights and remedies conferred under this Agreement or by any other instrument or law shall be cumulative and may be exercised singularly or concurrently. No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Failure or delay by either party to enforce any contract term herein shall not be deemed a waiver of future enforcement of that or any other term. 18. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES - Vendor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals,waivers,and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa.Ana and all other governmental agencies. Vendor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. SEVERABILITY In the event any one or more of the provisions contained herein shall for any reason be held to be unenforceable in any respect under the law of any state or of the United States of America, such unenforceability shall not affect any other provision of this Agreement, but this Agreement shall then be construed as if such unenforceable provision or provisions had not been contained herein. 21. FORCE MAJEURE Neither Vendor nor Customer shall be held responsible for any delay or failure in performance of this Agreement caused by fires, strikes,embargoes,government requirements, acts of God or public enemy or other similar causes beyond their reasonable control. 22. ORDER OF PRECEDENCE Unless otherwise provided herein or agreed to in a signed writing, documents will apply in the following descending order of precedence; (i) main body of this Agreement; (ii) Exhibits "A" Page 7of15 42201758v4 and "B"; and (it) all other transaction documents. 23. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or nailed by first class or certified mail,postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section,to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. BOX 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Finance & Management Services Agency City of Santa Ana 20 Civic Center Plaza(M-15) P.O. Box 1988 Santa Ana, California 92702 To Vendor: OPEX Corporation Attn: Winnie Chow 305 Commerce Drive Moorestown,NJ 08057 Fax: 856 727-1955 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. #2201758v4 Page S of 15 24. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY O SANTA A Jenni r L. all Alvaro Nunez C` City Manager APPROVED AS TO FORM: SONIA R. CARVALHO VENDOR: City Attorney By. Joraf an T. Martinez . Joanne Sungbin Park Assistant City Attorney Senior Counsel RECOMMENDED FOR APPROVAL: Alexander Trinidad Executive Director Finance &Management Services Agency Page 9 of 15 #2201758v4 EXHIBIT A SCOPE OF SERVICES 1 BASIC TERMS 1.1 Equipment Covered. The machines specifically identified by serial number on Exhibit " B" shall be covered by this Agreement (collectively " Equipment"). Vendor shall furnish " Maintenance Service" (as defined in Paragraph 2. 1 below) on Equipment at Customer's various Equipment " Sites" (as defined in Paragraph 2. 2 below). Upon mutual agreement between the parties, and pursuant to the terms herein, Equipment may be added or deleted from the Exhibit " B" from time to time. All Maintenance Service shall be provided in consideration for the payment of Vendor's maintenance charges set forth herein,plus all sales and use taxes and such other governmental charges as may be imposed on the provision of goods and services hereunder. Service rates for the Initial Term and Renewal Terms of this Agreement are detailed within Exhibit" B". 1.2 Reserved 1.3 Equipment Not Previously Covered. Any machine which Customer seeks to add to this Agreement that has not been continuously covered by a maintenance agreement with Vendor since the expiration of its warranty period, shall be subject to inspection by Vendor. After such inspection, if Vendor, in its sole discretion, determines that the machine is not operating in conformity with the "Published Specifications as defined in Paragraph 1. 4 below), the machine shall be restored to good operating condition at Customer's expense, subject to Vendor's then current rates, as a condition of adding the machine to Exhibit " B". 1.4 Routine Cleaning. The day-to- day routine cleaning and minor adjustments on the Equipment, as described in both Vendor's equipment operating manuals and other supplementary material ("Published Specifications") which may be furnished by Vendor to Customer from time to time, shall be performed by Customer. Vendor will notify Customer in writing if the Customer fails to perform routine cleaning on the Equipment. 2 MAINTENANCE SERVICE 2.1 Maintenance Service, Generally. Maintenance Service is defined as all labor and replacement parts necessitated by normal wear and tear from operation of the Equipment in accordance with Vendor's Published Specifications, in order to maintain the Equipment in good operating condition("Maintenance Service"). 2.2 Definition of Customer's Equipment Site(s). "Site" is defined as the one (1) floor within Customer's premises specified in Exhibit "B". Equipment moved to a different Site is subject to the limitations described in Paragraph 7.1.10 below. 2.3 Service Calls. Preventive Maintenance Service calls are those periodic calls initiated by Vendor to keep the Equipment operating in accordance with Vendor's Published Specifications ("PM's"). Demand Maintenance Service calls are those calls initiated by #2201758v4 Customer to request that Vendor repair Equipment that is malfunctioning or not operating in accordance with the Published Specifications ("Demand Calls"). (A PM may be performed in conjunction with a Demand Call placed by Customer, depending upon, and at the discretion of, Vendor's service technician), The minimmn number of PM' s and maximum number of Demand Calls for each piece of Equipment are outlined in the chart below. A83600/ A83690/ Machine Models A87200Y 1501EM MPE MPS Omation/EV Mail Type 72/51/60150 A81$0 Falcon/ &Eagle 5,0/7.5 30/40 2 0812251082200 Matrix Falcon Red Demand I unitd unitd I unitd I unitd I unitd I unitd I unitd unitd Unitd Preventative 12 12 6 12 12Al2 4 Maintenane 4 2 Demand Calls in excess of the maximum maybe billed at Vendor's then current rates. Additionally, if Vendor, in its sole discretion, determines that the number of"unlimited" calls becomes unreasonable, Vendor reserves the right to charge for excessive Demand Calls after providing written notice to Customer. 2.4 Field Service Reports. Vendor shall furnish a summary of the Maintenance Service provided to the Customer upon completion of each Maintenance Service call ("Field Service Report"), The Field Service Report shall contain the following information; (1)date and time of arrival; (2) specific identification of Equipment serviced; (3) time of Maintenance Service; (4) description of the malfunction(if any); and (5) list of parts replaced. 2.5 Response Tithes. For Eagle, System 150, IEM, MPS 30140, Mail Matrix, and MPE 5.017.5 Equipment (collectively "Capital Equipment), Vendor shall exert all reasonable efforts to respond to Demand Calls within two (2) hours after such call is received by Vendor, during the designated "Coverage Hours" (as defined in Paragraph 3.3 below). For all other Equipment, Vendor shall exert all reasonable efforts to respond to Demand Call requests within four (4) hours after such call is received by Vendor, during the designated Coverage Hours. 2.6 On-Site Coverage. For a Site with Eagle or System 150 and IEM Equipment, Maintenance Service may be provided on an"On-Site" basis, defined as Maintenance Service provided by a service technician physically located at, and solely dedicated to, the Site. On-Site coverage availability will be determined at the sole discretion of Vendor, and shall be subject to Vendor's then current rates. 2.7 Parts. Only new standard parts or Vendor certified parts (excluding consumable items [e.g., paper, toner, filter, etc.] which shall be purchased separately by Customer, at its sole cost) shall be used in providing Maintenance Service. Title to all replacement parts provided during the course of providing Maintenance Service pursuant to this Agreement will pass to Customer upon installation. 3 GENERAL TERMS #2201758v4 3.1 Standard Maintenance Charge. Vendor's standard maintenance charge provides for Maintenance Service to Equipment covered during any mutually agreed upon Coverage Hours, subject to the terms and conditions set forth in Paragraph 3.3 below ("Standard Maintenance Charge"). 3.2 Equipment Usage Charge. Actual Equipment usage shall be measured by Vendor every three (3) months or thirteen (13) weeks ("Quarterly Basis"). Any particular piece of Equipment which processes envelopes in excess of the volumes specified below shall be subject to an additional charge("Additional Usage Charge"). Additional Usage Charges shall be calculated on half-shift increments; and shall be invoiced based upon 25% of Vendor's Standard Maintenance Charge. To the extent that the number of envelopes processed by a particular piece of Equipment exceeds the numbers set forth below on a Quarterly Basis, an Additional Usage Charge shall apply: EQUIPMENT ENVELOPES PER QUARTER Ea le 6,500,000 System 150 4,550,000 IEM 4,550,000 MPS 30 11,375,000 MPS 40 16,380,000 MPE 5.0 1,820,000 AS 1801DS12251DS2200 2,275,000 AS36001AS36901AS72001F'alcon NIA* Models 50151/60/72 NIA* Mail Matrix NIA* I.Q.Sorts NIA* Omation Equipment N/A* *NOTE: In the event that Equipment usage is extraordinary, Vendor, in its sole discretion, reserves the right to establish an Additional Usage Charge for this Equipment after providing Customer written notice. 3.3 Maintenance Service Coverage Hours, Generally, All Equipment located at a particular Site must be maintained during the same Maintenance Service schedule ("Coverage Hours"). Coverage Hours shall be governed by the terms and conditions set forth below. 3.3.1 Coverage Hours for a Site with an Eagle or System 150. For a Site with an Eagle or System 150, Coverage hours shall be one (1) consecutive five (5) day per week period, eight 8) consecutive hours per day, excluding "Vendor Holidays" (as defined in Paragraph 3.5 below). Customer shall designate the Coverage Hours, which shall be the same each day, and for all Equipment located at the particular Site. Upon thirty (30) days written notice, Customer may shift the eight (8) consecutive Coverage Hours. 3.3.2 Coverage Hours for a Site without an Eagle or System 150. For a Site without an Eagle or System 150,Coverage Hours shall be 7:00 am to 3:00 pm(Site local time), #220t758v4 Monday through Friday, excluding Vendor Holidays. 3.4 Altering Coverage Hours. Customer shall be able to increase,decrease or shift,the Coverage Hours for a Site. However, in no event, may the Coverage Hours be decreased to ,less than forty (40) hours per week. 3.4.1 Increasing Coverage Hours. Upon thirty (30) days written notice, Customer may increase the Coverage Hours for a particular Site. Any increase in the Coverage Hours shall be subject to Vendor personnel availability and subject to Vendor's then current rates based upon half shift increments. 3.4.2 Decreasing Coverage Hours. Upon sixty (60) days written notice, Customer may decrease the Coverage Hours for a particular Site. This 60- day notice period applies to any decrease in Maintenance Service, including removing Equipment or Equipment options, reducing the number of covered shifts, or total termination of Maintenance Service for a Site. The notice period shall begin to run from the date on which Vendor receives the written notification. Upon receipt of the 60-day notice, Customer will be provided a credit for any unused Maintenance Service towards future Equipment or Maintenance Service, calculated from the data of the expiration of the sixty (60) day period. 3.4.3 Shifting Coverage Hours.Upon thirty(30) days written notice, Customer may shift the Coverage Hours for a particular Site. Any shift in the Coverage Hours shall be subject to Vendor personnel availability and subject to Vendor's then current rates. 3.5 Vendor Holidays.Vendor observes the following holidays ("Vendor Holidays"):New Year's Day; Good Friday; Memorial Day; Independence Day;Labor Day; Thanksgiving Day;Friday after Thanksgiving; Christmas Eve; and Christmas Day. Upon thirty(30) days written notice, Customer may obtain Maintenance Service coverage on Vendor Holidays. Vendor Holiday coverage shall be subject to Vendor personnel availability and subject to Vendor's then current rates. When one of the above designated Vendor Holidays is on a Saturday or Sunday, the Vendor Holiday will be observed on the date observed by the federal government and/or by Vendor. Vendor reserves the right to modify the holiday list upon providing at least ninety (90) calendar days' advance written notice to Customer. 3.6 "Weekend" Coverage. Upon thirty (30) days written notice, Customer may obtain Maintenance Service coverage on the two days per week not covered pursuant to either Paragraph 3.3.1 or Paragraph 3.3.2 above, whichever is applicable ("Weekend Coverage"). Weekend coverage shall be subject to Vendor personnel availability and subject to Vendor's then current rates. 3.7 Invoicing. Vendor shall invoice Customer annually in advance for the Standard Maintenance Charge. Any additional service charges (e.g., machine restoration pursuant to Paragraph 1.3, Weekend Coverage, etc.) shall be invoiced quarterly in arrears. Terms of payment are net forty-five (45) days from date the invoice is issued. Late payments shall bear interest at the lesser of(i)2%per month or (ii) the highest permissible rate by law, payable monthly. #2201758v4 4 Reserved 5 Reserved 6 Reserved 7 LIMITATIONS 7.1 Maintenance Service Limitations,Notwithstanding anything herein to the contrary,Vendor shall have no obligation hereunder to provide Maintenance Service to Equipment which has deteriorated to such an extent that it cannot, in the reasonable discretion of Vendor, be maintained and needs to be replaced. Vendor shall provide written notice of any such deterioration. Vendor's obligations to provide Maintenance Service shall also terminate if Customer: 7.1.1 Fails to provide Vendor with sufficient access to the Equipment, subject to Customer's reasonable Site policies and procedures; T 1.2 Negligently stores, handles, operates or alters the Equipment, or uses the Equipment for purposes other than those set forth in the Published Specifications; 7.1.3 Continues to fail to provide routine cleaning after being provided notice by Vendor pursuant to Paragraph 1.3 above; 7.1.4 Fails to continually provide a suitable environment with all facilities and power as prescribed in the Published Specifications; 7.1.5 Uses or operates the Equipment beyond its intended design parameters; 7.1.6 Damages the Equipment through its use in conjunction with machinery or software not covered by this Agreement; 7.1.7 Performs work, or allows a third party to work, on the Equipment, which is not authorized by Vendor; 7.1.8 Alters or modifies in any way, the safety mechanisms, without the written consent of Vendor; 7.1.9 Operates the Equipment with envelopes or enclosures other than those ,specified in the Published Specifications; or 7.1.10 Customer's relocating Equipment to a Site other than that defined in this Agreement;provided,however,that should Vendor and Customer agree to continue Maintenance Service on Equipment moved to another Site, Customer's Equipment shall be subject to inspection by Vendor, at Vendor's published rates and terms then in effect for such service, prior to Vendor resuming Maintenance Service on Customer's Equipment. EXHIBIT B #22017580 COMPENSATION Fee Proposal including hourly rates if applicable Customer Name: City of Santa Ana The Equipment covered by this Agreement is located at the following Site(s): 20 Civic Center Plaza--Room M14 Santa Ana, CA 92701 The Equipment covered by this Agreement includes the machines described below: a) Machine Description: Model 72 Serial Number(s): 19701 Payment Option: Annual in Advance On-Call Coverage Period: Monday through Friday, 7 AM to 3 PM, site local time, excluding OPEX holidays Term(Billing Period) Extended Price (Annual On-Call Maintenance& License Fees Total September 18, 2026—September 17, 2027 $3,400.00 September 18, 2027-- September 17, 2028 $3,570.00 September 18, 2028— September 17, 2029 $3,820.00 Preventative Maintenance: The service contract on the Model 72 includes 12 preventative maintenance visits per year. Unlimited Demand Calls: If a call is placed on the machine, a technician will exert all reasonable efforts to respond to the equipment site within four(4)hours from the time we receive your service call, during our standard hours of on-call coverage. #2201758v4 EXHIBIT C INSURANCE REQUIREMENTS Vendor shall procure and maintain for the duration of the agreement, the following insurance coverages: MINIMUM SCOPE AND LIMIT OF INSURANCE Vendor shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as: • Commercial General Liability(CGL): Insurance Services Office Form CG 00 01 covering CGL on an"occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. • Workers' Compensation (WC): as required by the State of California, with statutory limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, per employee, per policy for bodily injury or disease. This requirement can be waived if Vendor has no employees. Vendor attests that its workers' compensation coverage extends to all persons who will be working with the City under the agreed scope of services. * Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with combined single limits of$1,000,000. In the event the Permittee does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance, provided that such policy is endorsed for business use and provides coverage with a minimum limit of$1,000,000.Required policy limits can be met with primary and lunbrella/excess insurance policies. If Vendor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Vendor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Vendor including materials,parts, equipment, and personnel furnished in connection with such work or operations. 2. CGL, AL and WC policies: Insurance company(ies) agrees to waive all rights of subrogation/recovery against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Vendor for City. i#2241758v4 3. All required insurance policies: For any claims related to this contract, Vendor's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Vendor's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits,non-renewed by the carrier, or materially changed except after thirty(30)days prior written notice has been given to City. Ten(10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Alejandra Gutierrez, (Treasury), 20 Civic Center Plaza, M-15, Santa Ana, CA 92701. The name and event of location should be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. City may require Vendor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Lest rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage Vendor shall furnish City with original Certificates of.Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Vendor's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Sub-contractors Vendor shall require and verify that all sub-vendors maintain insurance meeting all the requirements stated herein, and Vendor shall ensure that City is an additional insured on insurance required from.sub-vendors. Special Risks or Circumstances City reserves the right to modify these requirements,including limits,based on the nature of the risk,prior experience, insurer, coverage, or other special circumstances. #2201758v4 ©a CERTIFICATE OF LIABILITY INSURANCE DAT10/312025 Y) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Graham Company, PHONE James H.Banner FAX a Marsh&McLennan Agency, LLC company c No Ext:215-567-6300 Atc Na:215-525-0234 30 S 15th Street, 20th Floor DDRE ASS: BONNER UNIT@grahameo.com Philadelphia PA 19102 INSURERS AFFORDING COVERAGE NAIL# INSURER A:Liberty Insurance Corporation 42404 INSURED OPEX000-01. INSURER B:Travelers P&C Co of America 25674 OPEX Corporation 305 Commerce Drive ANSURERC:LM Insurance Corporation 33600 Moorestown, NJ 08057 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:493986193 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. INSR TYPE OF INSURANCE AD➢L SUBR POLICY POLICY NUMBER MMIDDY EFF tiiIMfYYYY LIMITS L R A X COMMERCIAL GENERAL LIABILITY Y Y TB5-Z51-290099-075 10/1/2025 10/1/2026 EACH OCCURRENCE $1.000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES Ea occurrence $700,000 MED EXP tAny one person) $5,000 PERSONAL&ADV INJURY $1,000.000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 32,000,000 POLICY[�]jEC'- LOC PRODUCTS-COMPIOP AGG $2,000,000 OTHER: $ C AUTOMOBILE LIABILITY Y AS5-Z51-290099-035 10/112025 101112026 01,)M1,INED SINGLE LIMIT $1,000,000 E acident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY{Per accidenkl $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident X Phys Dmg PD Deductible $1,000 A X UMBRELLA LIAR X OCCUR TH7 Z51-290099-085 10/112025 1011/2026 EACH OCCURRENCE $10,000,000 EXCESS LIAR CLAIMS-MADE AGGREGATE $10,000,000 DED RETENTION$ $ c WORKERS COMPENSATION Y WC5-Z51-290099-015 101112025 10/112026 X PER OER" AND EMPLOYERS'LIABILITY YIN ANYPROPRIETORIPARTNERIEXECUTIvE ❑ NIA E.L.EACH ACCIDENT $1,000.000 OFFICERIMEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 B Professional Liability ZpL-61 N57784-25-13 1011/2025 1 D1112026 Per ClaimlAgg. $5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS!VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Santa Ana, its City Council,officers,officials,employees,agents,and volunteers are Additional Insureds on a primary and non-contributory basis on the above General Liability and Auto Liability policies if required by written contract. Prior to loss,and if required by written contract, a Waiver of Subrogation is provided in favor of the Additional Insureds on the above General Liability and Workers Compensation policies for work performed under contract if permissible by state law. 30 Days Advance Written Notice of Cancellation(10 Days for Non-Payment of Premium)is provided to the Certificate Holder. CERTIFICATE HOLDER APPROVED CANCELLATION 6y Tu Tram Ngtayen at 9l:f 0 am,Oct 03,2025 - SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Attention: FMSA—Treasury& Customer Service 7 20 Civic Center Plaza, M-13 A4THORIZEDRF-PRESENTATIVE Santa Ana CA 92701 / Digitally signed �'��,�-j Tu Tran by T.Tran � qRRR I Nguyen 11:iU:57.07'00' ®1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: AS5-Z51-290099-035 COMWIRCIAL AUTO CA20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement, This endorsement identifies person(s) or organization{s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name Of Person(s)Or Organlzation(s); 'Any person or organization whose you have agreed in writing to add as an additional insured, but only to (coverage and minimum limits of insurance required by the written agreement, and in no event to exceed either ;the scope of coverage or the limits of insurance provided in this policy. jinformation required to complete this Schedule, if not shown ataoye, will be shown in the Declarations Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph Al. of Section It - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I - Covered Autos Coverages of the Auto Dealers Coverage Form, CA 20 481q 13 0 Insurance Services Office, Inc., 2011 Page 1 of 1 503 Policy Number AS5-Z51-290099-035 Issued by Liberty insurance Corp. THIS ENDORSE VENT CHANGES THE:POLICY. PLEASE READ IT CAREFULLY. AUTO ENHANCEI ENT ENDORSEMENT This endorsement modifies insurance provided under the following; 8USINESS AUTO COVERAGE FORM I. Newly Acquired or Formed Organizations II. Employees as Insureds III. Lessor -Additional Insured and Loss Payee IV. Supplementary Payments- Increased Limits V. Fellow Employee Coverage VI. Personal Property of Others VII. Additional Transportation Expense and Cost to recover Stolen Auto VIII. Airbag Coverage I%. Tapes, Records and Discs Coverage X. Physical Darnage Deductible- Single Deductible Xl. Physical Damage Deductible -Glass X1I Physical Damage Deductible „ 'Vehicle Tracking System XIII, Duties in Event of Accident, Claim. Suit or Loss XIV. Unintentional Failure to Disclose Hazards XV, Worldwide Liability Coverage -Hired and Nonowned Autos XVI. Hired Auto Physical Damage XVII, Auto Medical Payments Coverage Increased Limits XVIII, Drive Other Car Coverage- Broadened Coverage for Designated Individuals XIX. Rental Reimbursement Coverage XX. Notice of Cancellation or Nonaenewal XXI. Loan/Lease Layoff Coverage XXtI. Limited Mexico Coverage XXIII. Waiver of Subrogation I. NEWLY ACQUIRED OR FORMED ORGANIZATIONS Throughout this policy, the words you and your also refer to any organization you newly acquire or form, other than a partnership or joint venture. and over which you maintain ownership of more than 50 percent interest. provided: A. There is no similar insurance available to that organization, B. Unless you notify.us to add coverago to your policy, the coverage undor this provision is afforded only until. 1. The 90th day after you acquire or farm the organization;or Z The end of the policy period, whichever is earlier: and C. The coverage does riot apply to an "accident" which occurred befo:ro you acquired or formed the organization, AC 84 07 0713 m 2013 Liberty Mutual Insurance. All rights reserved, page 1 of 11 Includes copyrighted material of Insurance Services Office. Inc., Frith its permission. 458 IL EMPLOYEES AS INSUREDS Paragraph A.1. Who Is An Insured of SECTION 11-LIABILITY COVERAGE is amended to add: Your "employee" is an 'insured" while using with your permission a covered 'auto' you do not own, hire or borrow in your business or your personal affairs. II:. LESSOR -ADDITIONAL INSURED AND LOSS PAYEE A. Any "leased auto' will be considered an "auto' you own and not an "auto- you hire or borrow The coverages provided under this section apply to any "leased auto" until the expiration date of this policy or until the lessor or his or her agent takes possession of the 'leased auto" whichever occurs first. 13. For any "leased auto" that is a covered "auto" under SECTION II- LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured provision is changed to include as an "insured" the lessor of the "leased auto". However. the lessor is air "+rnsured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: 1. You. 2. Any of your"employees" or agents: or 3. Any person, except the lessor or any "employee" or agent of the lessor, operating a "leased auto' with the permission of any of the above. C, Loss Payee Clause 1. We will pay. as interests may appear, you and the lessor of the "leased auto" for `loss" to the covered "leased auto"_ 2. The insurance coves the interest of the lessor of the "leased auto" unless the "loss- results from fraudulent acts or omissions on your part. 3. If we make any payment to the lessor of a 'leased auto", we will obtain his or her rights against any other party. D. Cancellation 1. If we cancel the policy" we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition, 2. If you cancel the policy, we will mad nonce to the lessor. 3. Cancellation ends this agreement. E. The lessor is not liable for payment of your premiums. F. For purposes of this endorsement, the following definitions apply: "Leased auto" means an "auto" which you lease for a period of six months or longer for use in your business. including any "temporary substitute" of such`leased auto". AC 84 07 0713 (0 2013 Liberty Mutua( Insurance. All rights reserved. Page 2 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 459 "Temporary substAute" means an "auto" that is furnished as a subsaute for a covered "auto" whert the covered"auto"is out of service because of Asbreakdown, repair, servicing, "loss" or destruction. IV. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS Subparagraphs. A.2,a.(2) and A.2.a.(4) of SECTION 11- LIABILITY COVERAGE,are deleted and replaced by the following: (2) Up to $3,000 for the cost of bail bonds (including bonds for related traffic low violabord.$) required because of an "accident"we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including the actual loss of earnings up to $500 a day because of time off from work. V. FELLOW EMPLOY5E COVERAGE A, Exclusion B.S. of SECTION 11 - LIABILITY COVERAGE does not apply. B. For the purpose of Fellow EMployee Coverage only, Paragraph 13.5. of BUSINESS AUTO CONDITIONS is changed as follows: This Fellow Employee Coverage is excess over any other collectible insurance. VI P iRSONAL PROPERTY OF OTHERS Exclusion 6. in SECTION It- LIABILITY COVEPAGE for a covered "auto"is amended to add: This exclusion does not apply to "property damage" or "covered pollution ✓cost or expense" involving "personal property" of your "employees" or others while such property is carried by the covered "auto". The Limit of Insurance for this coverage is $5,000 per "accident". Payrnrent tinder this coverage does not increase the Limit of insurance. For the purpose of this section of this endorsement, "personal property* is defined as any property that is not used in the individual's trade or business or held for the production or collection of income. VII. ADDITIONAL TRANSPORTATION EXPENSE AND COST TO RECOVER STOLEN AUTO A. Paragraph AA a. of SECTION III-PHYSICAL DAMAGE COVERAGE is amended as follows: The amount we will flay is increased to $50 per day and to a maximum 1imA of$1,000, B, Paragraph AA a. of SECTION III -PHYSICAL DAMAGE COVERAGE is amended to add the fallowing: If your business is shown in the Declarations as something other than an auto de.aiership, we will also pay up to $1,000 for reasonable and necessary costs incurred by you to return a stolen covered "auto" from the place where it is recovered to its usual garaging location. VIII.AIRBAG COVERAGE Exclusion 15 3.a, in SECTION III- PHYSICAL DAMAGE COVERAGE is amended to add, This exclusion does not apply to the accidental discharge of an airbag. AC 84 07 07 13 Q 2013 Liberty Mutual 'Insurances.All rights reserved, Page 3 of 11 includes copyrighted material of Insurance Services Office, Inc.. with As permission. 460 IX. TAPES, RECORDS AND DISCS COVERAGE Exclusion 13.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following: a. Tapes, records, discs or other similar audio, visual or data electronic devices designed for use wth audio, visual or data electronic equipment except when the tapes, records, discs or other similar audio. visual or data electronic devices: (1) Are your property or that of a family member-, and (2) Are in a covered "auto" at the time of "loss'. The most we will pay for"loss" is $200. No Physical Damage Coverage deductible applies to this coverage X PHYSICAL DAMAGE DEDUCTIBLE - SINGLE DEDUCTIBLE Paragraph D in SECTION Ill , PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following. D Deductible For each covered ':auto", our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Declarations Any Comprehensive Coverage deductible shown in the [declarations does not apply to 'loss' caused by fire or lightning. When two or more covered "autos" sustain "loss" in the same collision. the total of all the "loss" for all the involved covered 'autos" will be reduced by a single deductible, which will be the largest of all the deductibles applying to alf such covered "autos". XI. PHYSICAL DAMAGE DEDUCTIBLE - GLASS Paragraph D. in SCTION Ili - PHYSICAL DAMAGE COVERAGE is amended to add: No deductible applies to 'Iris"to glass rf you elect to patch or repair It rather than replace it. XII. PHYSICAL DAMAGE DEDUC I-IBLE -VEHICLE TRACKING SYSTEM Paragraph D. in SECTION Ill - PHYSICAL DAMAGE COVERAGE is amended to add: Any Comprehensive Coverage Deductible shown in the Declarations will be reduced by 50% for any "loss' caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global positioning device and that device was the method of recovery of the vehicle. XIT DUTIES IN EVENT OF ACCIDENT. CLAIM, SJIT OR LOSS Subparagraphs A.<.a_ and A.2.b. of SECTION IV- BUSINESS AUTO CONDITIONS are changed to: a. In the event of"accident". claim. "suit" or "loss', your insurance manager or any other person you designate must notify us as soon as reasonably possible of such 'accident', claim. "suit' or 'loss". Such notice roust include: (1) How, when and where the "accident' or 'loss' occurred: AC 84 07 07 13 QZ)2013 Liberty Mutual Insurance. All rights reserved. Page 4 of 11 Includes copyrighted material of Insurance Services Office, Inc.. with its permission. 461 (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. Knowledge of an 'accident", claim, "suit" or "loss" by your agent, servant or "employee" shall not be considered knowledge by you unless you, your insurance manager or any other person you designate has received notice of the "accident", claim, "suit" or "loss'from your agent, servant or"employee". b Additionally,you and any other involved "insured" must: (1) Assume no obligation, make no payment or incur no expense without our consent, except at the "insured's" own cost. (2) Immediately send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or "suit". (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit". (4) Authorize us to obtain medical records or other pertinent information. (5) Submit to examination, at our expense, by physicians of our choice, as often as we reasonably require. XIV UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. in SEC I ION IV - BUSINESS AUTO CONDITIONS is amended to add the following; Any unintentional failure to disclose all exposures or hazards existing as of the effective date of the Business Auto Coverage Form or at any time during the policy period will not invalidate or adversely affect the coverage for such exposure or hazard. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery XV. WORLDWIDE LIABILITY COVERAGE - HIRED AND NONOWNED AUTOS Condition 8.7. in SECTION N - BUSINESS AUTO CONDITIONS is amended to include the following: For "accidents" resulting from the use or operation of covered "autos" you do not own, the coverage territory means all parts of the world subject to the following provisions: a. If claim is made or "suit" is brought against an `insured" outside of the United States of America, its territories and possessions, Puerto Rico and Canada, we shall have the right, but not the duty to investgate, negotiate, and settle or defend such claim or 'suit If we do not exercise that right, the 'insured" shall have the duty to investigate, negotiate, and settle or defend the claim or "suit" and we will reimburse the "insured" for the expenses reasonably incurred in connection with the investigation, settlement or defense. Reimbursement will be paid in the currency of the United States of America at the rate of exchange prevailing on the date of reimbursement. The "insured" shall provide us with such information we shall reasonably request regarding such claim or "suit"and its investigation, negotiation, and settlement or defense. The "insured" shall not agree to any settlement of the claim or "suit' without our consent. We shall not unreasonably withhold consent, AC 84 07 07 13 �:)2013 Liberty Mutual Insurance. All rights reserved. Page 5 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 462 b. We are not licensed to write insurance outside of the United States of America, its territories or possessions. Puerto Rico and Canada. We will not furnish certificates of insurance or other evidence of insurance you may need for the purpose of complying with the laws of other countries relating to auto insurance. Failure to comply with the auto insurance taws of other countries may result in fines or penalties. This insurance does not apply to such fines or penalties. XVI. HIRED AUTO PHYSICAL DAMAGE If no deductibles are shown in the Declarations for Physical Damage Coverage for Hired or Borrowed Autos. the following will apply: A. We will pay for "loss" under Comprehensive and Collision coverages to a covered 'auto" of the private passenger type hired without an operator for use in your business: 1. The most we will pay For coverage affcrded by this endorsement+s the lesser of: a. The actual cost to repair or replace such covered "auto" with other property of like kind and quality: or b. The actual cash value of such covered "auto"at the time of the "loss". 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 the betterment. B. For each covered "auto". our obligation to pay for, repair, return or replace the covered "auto" will be reduced by any deductible shown in the Declarations that applies to private passenger `autos` that you own. If no applicable deductible is shown in the Declarations, the deductible will be $250. If the Declarations show other deductibles for Physical Damage Coverages for Hired or Borrowed Autos, this Section XVI of this endorsement does not apply. C. Paragraph A.4,b. of SECTION III- PHYSICAL DAMAGE COVERAGE is replaced by. b. Loss of Use Expenses For Hired Auto Physical Damage provided by this endorsement, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a primate passenger vehicle rented or hired without a driver, under a written rental contract or agreement. We all pay for loss of use expenses caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered `auto": (2) Specified Causes of Loss only 6 the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered 'auto': or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto'. AC 84 07 07 13 ®2013 Liberty Mutual insurance. All rights reserved. Page 6 of 11 includes copyrighted material of Insurance Services Office, Inc., with its permission. 463 However,the most we will pay under:this coverage is$30 per day, subject to a maximum of$900. XVII, AUTO MEDICAL PAYMENTS COVERAGE - INCREASED LIMITS For any covered "loss", the Limit of Insurance for Auto Medical Payments will be double the limit shown in the Declarations if the "insured' was wearing a seat belt at the time of the "accident". This is the maximum amount we wilt pay for all covered medical expenses, regardless of the number of covered "autos" "insureds" premiums paid, claims made, or vehicles involved in the "accident". If no limit of insurance for Auto Medical Payments is shown on the Declarations, this paragraph Section XVII of this ondorsement does not apply. XVIII, DRIVE OTHER CAR COVERAGE- BROADENED COVERAGE FOR DESIGNATED INDIVIDUALS A, This endorsement amends only those coverages indicated with an "X" in the Drive lather Car section of the Schedule to this endorsement, 13,SECTION II u LIABILITY COVERAGE is amended as fellows: 1. Any "auto"you don't own, hire or borrow is a covered "auto" for Liability Coverage while being used by any individual named in the Drive Other Car section of the Schedule to this endorsement: or by his or her spouse while a resident of the same household except: a. Any"auto" owned by that individual or by any :member of his or her household. or b. Any "auto" used by that individual or his or her spouse while working in a business of selling. servicing, repairing or parking "autos". 2. The following is added to Who Is An Insured: Any individual named in the Drive Other Car section of the Schedule to this endorsement and his or her spouse, while a resident of the same household. are "insureds" while using any covered "auto" described in Paragraph:13.1. of this endorserne:nt. C, Auto Medical payments, Uninsured Motorist, and Underinsured Motorist Coverages are amended as follows; The following is added to Who Is An Insured Any individual earned in the Drive Other Car section of the Schedule to this endorsement and his or her "family mernbers" are "insured" while "occupying," or while a pedestrian when struck by any "auto" you donl own except: Any "auto"owned by that individual or by any'family member". D.SECTION Ill- PHYSICAL DAMAGE COVERAGE is changed as follows: Any private passenger type "auto' you don`t own, hire or borrow is a covered "auto" while in the. care, custody or control of any individual named in the Drive Other Car section of the Schedule to this endorsement or his or her spouse while a resident of the same household except: 1. Any "auto"owned by that individual or by any member of his or her household, or AC 84 07 07 13 Q 2013 Liberty Mutual Insurance. All rights reserved. Page 7 of 11 Includes copyrighted material of insurance Services Office. Inc,, with its permission, 464 2. Any "auto" used by that individual or his or her spouse while working an a business of selling, servicing, repairing or parking"autos". E. For purposes of this endorsement, SECTION V- DEFINITIONS is amended to add the following: 'Family member" means a person related to the individual named in the Drive Other Car section of the Schedule to this endorsement by blood, marriage or adoption who is a resident of the individual's household, including a ward or foster child. XIX. RENTAL. REIMBURSEMENT COVERAGE A. For any owned covered "auto" for which Collision and Comprehensive Coverages are provided, we will pay for rental reimbursement expenses incurred by you for the rental of an "auto" because of a covered physical damage "loss" to an owned covered auto". Such payment applies in addition to the otherwise applicable arnount of physical damage coverage you have on a covered "auto". No deductibles apply to this coverage. E. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending with the earlier of the return or repair of the covered "auto", or the exhaustion of the coverage limit. C. our payment is limled to the lesser of the fotlowing amounts: 1. Necessary and actual expenses incurred; or 2. $30 per day with a maximum of$900 in any one period. D. This coverage does not.apply; 1. While there are spare or reserve "autos" available to you for your operations; or 2, 1 coverage is provided by another endorsement attached to this policy. E. If a covered "loss" results from the total theft of a covered "auto" of the private passenger type. we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under Paragraph A.4. Coverage Extensions of sECTION III-- PHYSICAL DAMAGE COVERAGE of the Business Auto Coverage Form or Section VII of this endorsement, XX. NOTICE OF CANCELLATION OR NONRENEWAL A. Paragraph A.2. of the COMMON POLICY CONDITIONS is changed to. 2. We may cancel or non-renew this policy by mailing wr"itton notice of cancellation or non-renewal to the Named Insured, and to any name(s) and address(es) shown in the Cancellation and Nori-renewal Schedule: a. For reasons of non-payment,the greater of. (1) 10 days; or (2) The number of days specified in any other Cancellation Condition attached to this policy; or b. For reasons other than non-payment, the greater of; AC 84 07 07 13 0 2013 Liberty Mutual Insurance.All rights reserved. Page a of 11 Includes copyrighted material of Insurance Services Office. Inc., with its permission. 465 (1) 60 days; (2) The number of days shown in the Cancellation and Non-renewal Schedule; or (3) The number of days specified in any other Cancellation Condition attached to this policy, prior to the effective date of the cancellation or non- renewal-B. All other terms of Paragraph A. of the COMMON POLICY CONDITIONS, and any amendments thereto. remain in full force and effect. XXI. I OANJLEASE PAYOFF COVERAGE The following is added to Paragraph C. Limn of Insurance of SECTION III-PHYSICAL DAMAGE COVERAGE. In the event of a total "loss" to a covered "auto" of the private passenger type shown in the schedule or declarations for which Collision and Comprehensive Coverage apply, we will pay any unpaid amount due on the lease or loan for that covered "auto", less; 1. The amount paid under the PHYSICAL DAMAGE COVERAGE SECTION of the policy: and 2. Any: a. Overdue lease/loan payments at the time of the "loss"; b. Financial penalties imposed under a Feast for excessive use, abnormal wear and tear or high mileage; c. Securky 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 lows nr leases. This coverage is limited to a maximum of$1500 for each covered "auto". XXIi. LIMITED MEXICO COVERAGE -._-- ._._.._ - WARN IN G AUTO ACCIDENTS IN MEXICO ARE SUBJECT TO THE LAWS OF MEXICO ONLY- NOT THE LAWS OF THE UNITED STATES OF AMERICA. THE REPUBLIC OF MEXICO CONSIDERS ANY AUTO ACCIDENT A' CRIMINAL OFFENSE AS WELL AS A CIVIL MATTER. IN SOME CASES THE COVEIAGE PROVIDED UNDER THIS EfVDORSEWENT MAY NOT HE RECOGNIZED SY THE i EXICAN AUTHORITIES AND WE MAY NOT BE ALLOWED TO IMPLEMENT THIS COVERAGE AT ALL IN MEXICO. YOU SHOULD CONSIDER PURCHASING AUTO COVERAGE FROM A LICENSED MEXICAN INSURANCE COMPANY BF-PORE DRIVING INTO MEXICO. THIS ENDORSEMENT DOES NOT APPLY TO ACCIDENTS OR LOSSES WHICH OCCUR BEYOND 25 MILES FROM THE BOUNDARY Ot- THE UNITED STATES OF AMERICA, � AC 84 DT 07 13 C)2013 Liberty Mutual Insurance.All rights reserved. page 9 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 466 A. Coverage 1. Paragraph 6.7. of SECTION IV - BUSINESS AUTO CONDITIONS is amended by the addition of the following: The coverage ternary is extended to include Mexico but only if all of the Following criteria are met: a. The "accidents"or "loss" occurs within.25 miles of the United States border: and b. While on a trip into Mexico for 10 days or less. 2. For coverage provided by this section of the endorsement, Paragraph D.5. Other Insurance in SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following; The insurance provided by this endorsement will be excess over any other collectible insurance. D. Physical Damage Coverage is amended by the addition of the following, If a 'loss" to a covered "auW occurs in Mexico, we will pray for such "loss" m the United States. If the covered "auto" must be repaired in Mexico in order to be driven, we will not pay more than the actual cash value of such"lass'at the nearest United States point where the repairs can be made. C. .Additional Exclusions The following addhional exclusions are added This insurance does not apply. t, If the covered"auto' is not principally garaged and principally used in.the United States. 2. To any °insured'who is not a resident of the United States. XXIII. WANED OF SUBROGATION Paragraph A.$. in SECTION IV - BUSINESS AUTO CONDITIONS does not apply to any person or organization where the Named Insured has agreed, by written contract exoctrted prior to the date of "accident",to waive rights of recovery against such person or organization. AC 84 07 pry 13 0 2013 Liberty Mutual Insurance.All rights reserved. Page 10 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 467 Schedule Premium Liability Included Physical Damage Included Total Premium Included V. Fellow Employee Schedule of Employees. Executive Officers, Managers, Supervisors., and other key employees of comparable position, XV111. Drive Other Car L.IAS NV WM Ulm CUIVIf' COL,L, Name of Individual Not Applicable XX.Notice of Cancellation or Nonrenewal Name and Address Number of Days 60 This endorsement applies in all states except: FL, NI, KS. NY, VA AC 84 07 0713 0 2013 Liberty Mutual Insurance. All rights reserved. Page 11 of 11 includes copyrighted material of Insurance Services Office, Inc., with its permission, 468 Policy Number I TB5—Z51-290099-075 Issued by The First Liberty Insurance Corp. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY ADDITIONAL INSURED ENHANCEMENT FOR MANUFACTURERS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Index of modified items: Item 1. Blanket Additional Insured Where Required By Written Agreenwnt Lessors of Leased Equipment Managers or Lessors of Premises Mortgagees,Assignees or Receivers Grantor of Franchise Vendors Any Person or Organization Item 2. Blanket Additional Insured—Grantor Of Permits Item 3. Other Insurance Amendment Item 1. Blanket Additional Insured Where Required By Written Agreement Paragraph 2. of Section 11—Who Is An Insured is amended to add the following: Additional Insured by Written Agreement The following are insureds under the policy when you have agreed in a written agreement to provide them coverage as additional insureds under your policy: 1. Lessors of Leased Equipment: The person(s) or organization(s) from whom you lease equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). This insurance does not apply to any"occurrence" which takes place after the equipment lease expires. 2. Managers or Lessors of Premises: Any manager(s) or lessor(s) of premises leased to you in which the written lease agreement obligates you to procure additional insured coverage. The coverage afforded to the additional insured is limited to liability in connection with the ownership, maintenance or use of the premises leased to you and caused, in whole or in part, by some negligent act(s) or omission(s) of you, your "employees", your agents or your subcontractors. There is no coverage for the additional insured for liability arising out of the sole negligence of the additional insured or those acting on behalf of the additional insured, except as provided below. If the written agreement obligates you to procure additional insured coverage for the additional insured's sole negligence, then the coverage for the additional insured shall conform to the agreement, but only if the applicable law would allow you to indemnify the additional insured for liability arising out of the additional insured's sole negligence. LC 20 61 01 17 (D 2016 Liberty Mutual Insurance Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 50 This insurance does not apply to: a. Any"occurrence"which takes place after you cease to be a tenant in that premises or to lease that land; b. Structural alterations, new construction or demolition operations performed by or on behalf of that manager or lessor; or c. Any premises for which coverage is excluded by endorsement. 3. Mortgagees, Assignees or Receivers; Any person(s) or organization(s) with respect to their liability as mortgagee, assignee or receiver and arising out of your ownership, maintenance or use of the premises. This insurance does not apply to,structural alterations, new construction and dernolition operations performer) by or on behalf of such person(s)or organization(s). 4. Grantor of Franchise: Any person(s) or organization(s) but only with respect to their liability as grantor of a franchise to you. 5. Vendors: Any person(s) or organization(s) that distributes or sells "your products" in the regular course of their business, hereafter referred to as vendors, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: a. The insurance afforded the vendor does not apply to; (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement, This exclusion does not apply to the liability for damages that the vendor would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) 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 (8) 'Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained in Paragraphs (4)or(b) above;or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. b. This insurance does not apply to any insured, person or organization, from whom you have acquired such products,or any ingredient, part or container,entering into, accompanying or containing such products. LC 20 61 0117 ©2016 Liberty Mutual Insurance Page 2 of 4 Includes copyrighted material of Insurance Services Office,Inc„with its permission. 51 6. Any Person or Organization other Than a Joint Venture: Any person(s) or organization(s) (other than a joint venture of which you are a member) for whom you are obligated to procure additional insured coverage, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your act(s)or omission(s)or the act(s)or omissions)of those acting on your behalf: a. In the performance of your ongoing operations;or b. In connection with premises owned by or rented to you. This insurance does not apply to: a. Any person(s) or organization(s) more specifically covered in Paragraphs 1 through 5 above; b. Any construction, renovation, demolition or installation operations performed by or on behalf of you, or those operating on your behalf; or c. Any persons) or organization(s) whose profession, business or occupation is that of an architect, surveyor or engineer with respect to liability arising out of the rendering of, or failure to render, any professional architectural. engineering or surveying services, including: (1) The preparing, approving or failing to prepare or approve, maps, drawings, opinions, reports, surveys, field orders, change orders, designs and specifications, or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "Property damage", or the offense which caused the "personal and advertising injury'. involved the rendering of or failure to render any professional services by or on behalf of you, or those operating on your behalf. The insurance afforded to any person(s) or organization(s) as an insured under this Item 1: 1, Applies to the extent permitted by lam 2. Applies only to the scope of coverage and the minimum limits of insurance required by the written agreement, but in no event exceeds either the scope of coverage or the limits of insurance provided by this policy; 3. Does not apply to any person(s) or organization(s) for any "bodily injury", "property damage" or "personal and advertising injury" if any other additional insured endorsement attached to this policy applies to such person(s) or organization(s)with regard to the"bodily injury', "property damage" or "personal and advertising injury": 4. Applies only if the "bodily injury" or "property damage" occurs. or the offense giving rise to the "personal and advertising injury" is committed, subsequent t4 the execution of the written agreement; and S. Applies only if the written agreement is in effect at the time the"bodily injury" or "property damage" occurs, or at the time the offense giving rise to the"personal and advertising injury" is committed. Item 2. Blanket Additional Insured--Grantor Of Permits Paragraph 2.of Section II -Who Is An Insured is amended to add the following: Any state, municipality or political subdivision that has issued you a permit in connection with any operations performed by you or on your behalf, or in connection with premises you own, rent or control, and to which this insurance applies, but only to the extent that you are required to provide additional insured status to the state, municipality or political subdivision as a condition of receiving and maintaining the permit. Such state, municipality or political subdivision that has issued you a permit is an insured only with respect to their liability as grantor of such permit to you. LC 20 61 01 17 x`2016 Liberty Mutual Insurance Page 3 of 4 Includes copyrighted material of Insurance Services Office. Inc.,with its permission. 52 However, with respect to the state, municipality or political subdivision: 1. Coverage will be no broader than required; and 2. Limits of insurance will not exceed the minimum limits of insurance required as a condition for receiving or maintaining the hermit; but neither the scope of coverage nor the limits of insurance will exceed those provided by this policy. This insurance does not apply to: 1. "Bodily injury', "property damage" or "personal and advertising injury' arising out of operations performed for the state, municipality or political subdivision; 2. Any "bodily injury" or "property damage" included within the "products-completed operations hazard", except when required by written agreement initiated prior to loss; or 3. "Bodily injury', "property damage" or "personal and advertising injury", unless negligently caused, in whale or in part, by you or those acting on your behalf, Item 3. Other Insurance Amendment If you are obligated under a 4witten agreement to provide liability insurance on a primary, excess, contingent, or any other basis for any person(s) or organization(s) that qualifies as an additional insured on this policy, this policy will apply solely on the basis required by such written agreement and Paragraph 4. Other Insurance of Section IV— Commercial General Liability Conditions will not apply, Where the applicable written agreement does not specify on what basis the liability insurance will apply, the provisions of Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions will apply. However, this insurance is excess over any other insurance available to the additional insured for which it is also covered as an additional insured by attachment of an endorsement to another policy providing coverage for the same"occurrence",claim or"suit". LC 20 61 01 17 2016 Liberty Mutual Insurance Page 4 of 4 Includes copyrighted material of Insurance Services Office. Inc.,with its permission. 53 Policy Number TB5-Z51-290099-075 Issued by LIBERTY INSURANCE CORPORATION THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY ENHANCEMENT FOR MANUFACTURERS This endorsement modifies insurance provided under the Following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Index of modified items: Item 1. Reasonable Force Item 2. Non-Owned Watercraft Extension Item 3. Damage To Premises Rented To You--Expanded Coverage Item 4. Bodily Injury To Co-Employees Item 5. Health Care Professionals As Insureds Item 6. Knowledge Of Occurrence Or Offense Item 7. Notice Of Occurrence Or Offense Item 8. Unintentional Failure To Disclose Item 9. Bodily Injury Redefined Item 10. Supplementary Payments--Increased Limits Item 11. Aircraft With Chartered Crew Item 12. Property In Your Care,Custody Or Control Item 13. Mobile Equipment Redefined Item 14. Newly Formed Or Acquired Entities Item 15. Waiver Of Right Of Recovery By Written Contract Or Agreement Item 1, Reasonable Force Exclusion a. of Section I-Coverage A-Bodily Injury And Property Damage Liability Is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or"property damage"expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily Injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Item 2. Non-Owned Watercraft Extension Paragraph (2) of Exclusion g. of Section I -Coverage A--Bodily Injury And Property Damage Liability is replaced by the following: (2) A watercraft you do not own that Is: (a) Less than 55 feet long; and (b) Not being used to carry persons or property for a charge; Item 3. Damage To Premises Rented To You-Expanded Coverage A. The final paragraph of 2. Exclusions of Section I-Coverage A--Bodily Injury And Property Damage Liability is replaced by the following: LC 04 46 01 17 0 2016 Liberty Mutual Insurance Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc,,with its permission. 50 Exclusions c.through n.do not apply to damage by tire, lightning or explosion or subsequent damages resulting from such fire, lightning or explosion including water damage to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III— Limits Of Insurance, E. Paragraph 6. of Section III —Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of"property damage"to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion or subsequent damages resulting from such fire, lightning or explosion including water damage to premises while rented to you or temporarily occupied by you with permission of the owner. The Damage To Premises Rented To You Limit is the greater of: a. $300,000;or b. The Damage To Premises Rented To You Limit shown an the Declarations. C. Paragraph 9.a. of the definition of"Insured contract"in Section V—Definitions is replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion or subsequent damages resulting from such fire, lightning or explosion including water damage to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; D. The paragraph Immediately following Paragraph (6) of Exclusion j. of Section I — Coverage A-- Bodily Injury And Property Damage Liability is replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning or explosion or subsequent damages resulting from such fire, lightning or explosion including water damage)to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section Ill—Limits of Insurance. Item 4. Bodily Injury To Co-Employees A. Paragraph 2. of Section II —Who Is An Insured is amended to include: Each of the following is also an insured: Your "employees" (other than either your "executive officers" (if you are an organization other than a partnership,joint venture or limited liability company) or your managers(if you are a limited liability company)) or"volunteer workers" are insureds while in the course of their employment or while performing duties related to the conduct of your business with respect to"bodily injury": (1) To you; (2) To your partners or members (if you are a partnership or joint venture); (3) To your members(if you are a limited liability company); or (4) To a co-"employee" or "volunteer worker" while that co-"employee" or "volunteer worker" is either in the course of his or her employment by you or while performing duties related to the conduct of your business (including participation in any recreational activities sponsored by you). Paragraph 2.a.(1)(a)of Section 11—Who Is An Insured does not apply to "bodily injury"for which insurance is provided by this paragraph. LC 04 46 0117 Q 2016 Liberty Mutual Insurance Page 2 of 6 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 51 B. The insurance provided by this Item 4,for"bodily injury"to a co-"employee"or"volunteer worker"will not apply if the injured co-"employee's" or "volunteer worker's" sole remedy for such injury is provided under a workers' compensation law or any similar law. C. Other Insurance The insurance provided by this Item 4. is excess over any other valid and collectible insurance available to the insured,whether primary,excess,contingent or on any other basis. Item 5. Wealth Care Professionals As Insureds A. Paragraph 2.a.(1)(d)of Section II-Who Is An Insured is replaced by the following: (d) Arising out of his or her providing or failing to provide professional health care services. However, any "employee"or"volunteer worker"of the Tamed Insured who is acting as a Good Samaritan in response to a public or medical emergency or who is a "designated health care provider"is an insured with respect to "bodily injury"and"personal and advertising injury"that: (1) Arises out of the providing of or failure to provide professional health care services; and (ii) Occurs in the course of and within the scope of such "employee's"or"volunteer workers"employment by the Named Insured. B. With respect to"employees"and"volunteer workers" providing professional health care services,the following exclusions are added to Paragraph 2. Exclusions of Section I •- Coverage A -- Bodily Injury And Property Damage Liability and Paragraph 2. Exclusions of Section I - Coverage B -- Personal And Advertising Injury Liability: This insurance does not apply to: (1) Liability assumed under an "insured contract" or any other contract or agreement; (2) Liability arising out of the providing of professional health care services in violation of law; (3) Liability arising out of the providing of any professional health care services while in any degree under the influence of intoxicants or narcotics; (4) Liability arising out of any dishonest,fraudulent, malicious or knowingly wrongful act or failure to act; or (5) Punitive or exemplary damages,fines or penalties. C. The following definition is added to Section V-Definitions: "Designated health care provider" means any"employee" or "volunteer worker" of the Named Insured whose duties include providing professional health dare services, including but not limited to doctors, nurses, emergency medical technicians or designated first aid personnel. D. Otherinsurance The insurance provided by this Item 5. is excess over any other valid and collectible insurance available to the insured,whether primary, excess, contingent or on any other basis. Item 6, Knowledge Of Occurrence Or Offense Knowledge of an"occurrence"or offense by your agent,servant or"employee"will not in Itself constitute knowledge by you unless your"executive officer" or"employee" designated by you to notify us of an "occurrence"or offense has knowledge of the"occurrence"or offense. Lc 04 46 01 17 0 2016 Liberty Mutual Insurance Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 52 Item 7. Notice Of Occurrence Or Offense For purposes of Paragraph 2.a. of Section IV — Commercial General Liability Conditions, you refers to your "executive officer"or"employee"that you have designated to give us notice. Item 8. Unintentional Failure To Disclose Unintentional failure of the named Insured to disclose all hazards existing at the inception of this policy shall not be a basis for denial of any coverage afforded by this policy. However, you must report such an error or omission to us as soon as practicable after its discovery. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non- renewal. Item 9. Bodily Injury Redefined The definition of"bodily injury" in Section V— Definitions is replaced by the following: "Bodily injury" means: a. Bodily Injury, sickness or disease sustained by a person, Including death resulting from any of these at any time; and b. Mental anguish, shock or humiliation arising out of Injury as defined in Paragraph a. above. Mental anguish means any type of mental or emotional Illness or distress. Item 10. Supplementary Payments—increased Limits Paragraphs 1.b. and 1.d. of Section I — Supplementary Payments — Coverages A And B are replaced by the following: b. Up to $3,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Bodily Injury Liability Coverage applies. We do not have to furnish these bands. d. Alt reasonable expenses incurred by the insured at our request to assist in the investigation or defense of the claim or"suit", including actual loss of earnings up to$500 a day because of time off from work. Item 11. Aircraft With Chartered Crew The following is added to Exclusion g. of Section I--Coverage A—Bodily Injury And Property Damage Liability: This exclusion does not apply to an aircraft that you do not own that is: (a) Chartered with a pilot by any insured; and (b) Not being used to carry any person or property for a charge collected or received by the insured. Item 12. Property In Your Cars,Custody Or Control A. Paragraphs (3) and(4)of Exclusion j. of Section I—Coverage A—Bodily injury And Property Damage Liability are deleted. B. Additional Exclusion Coverage provided by this endorsement does not apply to"property damage"to property while in transit. C. Limits of Insurance LC 04 46 01 17 ®2016 liberty Mutual Insurance Page 4 of 6 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 53 Subject to Paragraphs 2., 3„ and 5. of Section III — Limits Of Insurance, the most we will pay for insurance provided by Paragraph A. above is: $10,Q00 Each Occurrence Limit $75,000 Aggregate Limit The Each Occurrence Limit for this coverage applies to all damages as a result of any one "occurrence" regardless of the number of persons or organizations who sustain damage because of that "occurrence", The Aggregate Limit is the most we will pay for the sum of all damages under this Item 12. D. Other Insurance This insurance does not apply to any portion of a loss for which the insured has available any other valid and collectible insurance,whether primary, excess, contingent, or on any other basis, unless such other insurance was specifically purchased by the insured to apply in excess of this policy. Item 13. Mobile Equipment Redefined The definition of"mobile equipment" in Section V-- Definitions is amended to include self-propelled vehicles with permanently attached equipment less than 1000 pounds gross vehicle weight that are primarily designed for: (1) Snow removal; (2) Road maintenance, but not construction or resurfacing; or (3) Street cleaning. Item 14. Newly Formed Or Acquired Entities A. Paragraph 3.of Section II—Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form,other than a partnership or joint venture, and over which you maintain majority ownership or majority interest,will qualify as a Named Insured if there is no other similar insurance available to that organization. However; a. Coverage under this provision is afforded only until: (1) The 180th day after you acquire or form the organization; (2) Separate coverage is purchased for the organization; or (3) The end of the policy period whichever is earlier; b. Section I --Coverage A—Bodily Injury And Property Damage Liability does not apply to"bodily Injury" or"property damage"that occurred before you acquired or formed the organization; and c. Section I — Coverage B -- Personal And Adverlising Injury Liability does not apply to "personal and advertising injury"arising out of an offense committed before you acquired or formed the organization. B. The insurance afforded to any organization as a Named Insured under this Item 14. does not apply if a Broad Form Named Insured endorsement attached to this policy applies to that organization. Lc 04 46 0117 ®2016 Liberty Mutual Insurance Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 54 item 15, Waiver Of Right Of Recovery By Written Contract Or Agreement The following is added to Paragraph 8. Transfer Of nights Of Recovery Against Others To Us of Section IV -- Commercial General Liability Conditions: We waive any right of recovery because of payments we make under this policy for injury or damage arising out of your ongoing operations or"your work"included in the "products-completed operations hazard"that we may have against any person or organization with whom you have agreed in a written contract or agreement to waive your rights of recovery but only if the"bodily injury"or"property damage"occurs,or offense giving rise to"personal and advertising injury"is committed subsequent to the execution of the written contract or agreement. LC 04 46 0117 Q 2016 Liberty Mutual Insurance Page 6 of 6 Includes copyrighted material of Insurance Services Office, Inc,,with its permission. 55 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. This endorsement is not applicable in AK, KY, NH and NJ. The waiver does not apply to any right to recover payments which the Minnesota Workers compensation Reinsurance Association may have or pursue under M.S. 79.36. Schedule Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation.However,for purposes of work performed by the employer in Missouri,this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. Where required by contract or written agreement prior to loss and allowed by law. In the states of AL, AZ,AR, CO, DE, DC, CA, ID, IL, IN, KS, ME, MI. MN, MS, MO, MT, NV, NM, OK, PA, RI, SC, SD,VT and VW the premium charge is 0% of the total manual premium subject to a minimum premium of$0 per policy. In the states of CT, FL, IA, MD, NE and OR,the premium charge is 1% of the total manual premium, subject to a minimum premium of$250 per policy. In the state of HI,the premium charge is $250 and determined as follows: The premium charge for this endorsement is 1%of the total manual premium, subject to a minimum premium of$250 per policy. In the state of LA, the premium charge is 2% of the total standard premium, subject to a minimum premium of$250 per policy. In the state of MA,the premium charge is 1% of the total manual premium. In the state of NC,the premium charge is 2% of the total manual premium, subject to a minimum premium of$100 per policy. In the states of NY&TN, the premium charge is 2%of the tota[manual premium, subject to a minimum premium of$250 per policy. WC 00 0313 0 1983 National Council on Compensation Insurance. Page 1 of 2 Ed.04/01/1984 61 In the state of VA,the premium charge is 5%of the total manual premium, subject to a minimum premium of$250 per policy. In the state of WI, the premium charge is 2% of the total manual premium, subject to a minimum premium of$50 per policy. Issued by LM Insurance Carpora tion 2 7243 For attachment to Policy No,WC5-Z51-290099-015 Effective Gate 10/1/2025 Issued is Opex Corporation WC 00 03 13 01983 National Council on Compensation Insurance, Page 2 of 2 Ed. 04/01/1984 62