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HomeMy WebLinkAbout23I185 - AMS.NET. INC.CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Signatures: Insurance: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 6.13.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Installation of network cabling AMS.NET Inc. Thomas Vasconi tvasconi@ams.net Install network cabling at Library for Wifi access points to support public internet terminals. $4,328.13 8/18/23-8/31/23 No Diana Monaghan: dmonaghan@ams.net Robert Tocci: rtocci@ams.net Information Technology Larry Klingaman N/A 23I185 Yes Yes Yes Yes N/A No Insurance and Business License 8/15/23 Kendall Bradley DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 Revised 4.13.23 Page 1 of 19 CONTRACT SERVICES AGREEMENT 23I185 INSTALLATION OF NETWORK CABLING THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on August 16, 2023, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and AMS.NET INC., a Delaware corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. City requires the services of a licensed and qualified firm to install network cabling at the Palm Springs Public Library, 300 S. Sunrise Way, Palm Springs, CA 92262, (“Project”). B. Contractor has submitted to City a proposal to provide install network cabling at the Palm Springs Public Library, to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the “Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 Revised 4.13.23 Page 2 of 19 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $4,328.13. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice. 3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 Revised 4.13.23 Page 3 of 19 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A.” Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of two weeks, commencing on August 18, 2023, and ending on August 31, 2023, unless extended by mutual written agreement of the Parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 Revised 4.13.23 Page 4 of 19 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Thomas Vasconi, Account Manager. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 Revised 4.13.23 Page 5 of 19 without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Thomas Vasconi Account Manager 5.6 California Labor Code Requirements. A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 Revised 4.13.23 Page 6 of 19 including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 Revised 4.13.23 Page 7 of 19 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 Revised 4.13.23 Page 8 of 19 9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non- discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 Revised 4.13.23 Page 9 of 19 writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: AMS.NET Inc. Attention: Thoms Vasconi 502 Commerce Way Livermore, CA 94551 11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 Revised 4.13.23 Page 10 of 19 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 11.10 Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section. [SIGNATURES ON NEXT PAGE] DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 Revised 4.13.23 Page 11 of 19 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND AMS.NET INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _______________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: N/A Item No. N/A APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 8/21/2023 8/21/2023 8/22/2023 Revised 4.13.23 Page 12 of 19 EXHIBIT “A” SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 Revised 4.13.23 Page 13 of 19 The Contractor will install Access Point Cabling at the Palm Springs Public Library, 300 S. Sunrise Way, Palm Springs, CA 92262 as detailed on Quote #Q-00073088. Contractor must schedule work with the City. DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 Revised 4.13.23 Page 14 of 19 DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 Revised 4.13.23 Page 15 of 19 EXHIBIT “B” INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 Revised 4.13.23 Page 16 of 19 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: _________ required ___X____ is not required; 4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 Revised 4.13.23 Page 17 of 19 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above-described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 Revised 4.13.23 Page 18 of 19 D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability. DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 Revised 4.13.23 Page 19 of 19 EXHIBIT “C” EXECUTIVE ORDER N-6-22 CERTIFICATION Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect. Executive Order N-6-22 also requires that any contractor that: (1) currently has a contract with the City of Palm Springs funded through grant funds provided by the State of California; and/or (2) submits a bid or proposal or otherwise proposes to or enter into or renew a contract with the City of Palm Springs with State of California grant funds, certify that the person is not the target of any economic sanctions against Russia and Russian entities and individuals. The contractor hereby certifies, SUBJECT TO PENALTY FOR PERJURY, that a) the contractor is not a target of any economic sanctions against Russian and Russian entities and individuals as discussed in Executive Order N-6-22 and b) the person signing below is duly authorized to legally bind the Contractor. This certification is made under the laws of the State of California. Signature: Printed Name: Title: Firm Name: Date: DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 Diana Monaghan AMS.NET, Inc. Vice President 8/21/2023 CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$173.00 ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE LICENSEE TO OPERATE OR MAINTAIN A BUSINESS IN VIOLATION OF ANY OTHER LAW OR ORDINANCE. THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY NOR OF THE APPLICANT'S QUALIFICATIONS. Business Name:AMS.NET, Inc. DBA: Owner:AMS.NET, Inc. Mailing Address:502 Commerce Way Livermore, CA 94551 License Number:CBL-001996-2023 Expiration Date:08/31/2024 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:502 Commerce Way, Livernore, CA 94551 Business Description:Contractor - Electrical TO BE POSTED IN A CONSPICUOUS PLACE DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 8/15/2023 Marsh &McLennan Agency LLC Marsh &McLennan Ins Agency LLC 1340 Treat Blvd #250 Walnut Creek CA 94597 Felicia McAroy 925-482-9337 925 482-9390 Felicia.McAroy@MarshMMA.com License#:0H18131 Atlantic Specialty Insurance Company 27154 AMSNEINC Republic Indemnity Company of America 22179AMS.NET,INC 502 Commerce Way Livermore CA 94551-7812 279540568 A X 1,000,000 X 1,000,000 10,000 1,000,000 2,000,000 X Y N 7110086830017 8/24/2022 8/24/2023 2,000,000 A 1,000,000 X X X X Comp/Coll :$1,000 Ded. Y N 7110086830017 8/24/2022 8/24/2023 A X X 5,000,000N71100868300178/24/2022 8/24/2023 5,000,000 B X Y Y 16099220 2/1/2023 2/1/2024 1,000,000 1,000,000 1,000,000 A Data Breach & Professional Liability N N 7600104480004 8/24/2022 8/24/2023 $2,000,000 Occ. $10,000 Deductible $4,000,000 Agg. The City of Palm Springs,its officials,employees,and agents are included as Additional Insured (General Liability and Auto Liability),per the attached. Insurance is primary and non-contributory.Workers Compensation Waiver of Subrogation applies per the attached. City of Palm Springs 3200 E.Tahquitz Canyon Way, Palm Springs CA 92262 DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 5 Copyright 2018, Policy Number: COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BROAD FORM AUTOMOBILE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement extends certain coverages. The following listing and the headers in this endorsement are only for convenience. Provisions in this endorsement might be modified by other endorsements. Read the entire policy carefully to determine rights, duties and what is and is not covered. AA..Drive Other Car Coverage – Executive Officers and Certain Individuals BB..Section II – Covered Autos Liability Coverage 1.Additional Insured – Written Contract, Agreement, Permit or Authorization 2.Broadened Named Insured 3.Employees as Insureds (Including Employee Hired Autos and Fellow Employee Coverage) 4.Newly Acquired or Formed Organizations 5.Supplementary Payments – Bail Bonds and Loss of Earnings CC..Section III – Physical Damage Coverage 1.Hired Auto Physical Damage Coverage 2.Towing – Any Covered Autos 3.Transportation Expenses Increased 4.Loss of Use Expenses Increased 5.Other Coverage Extensions a.Airbag Discharge b.Auto Theft Reward c.Loan/Lease Gap Coverage d.Rental Reimbursement 6.Diminution in Value 7.Communications Equipment 8.Deductible Waived For Glass Repair DD..Section IV – Business Auto Conditions 1.Duties in Event of Accident, Claim, Suit or Loss 2.Waiver of Subrogation When Required by Written Contract or Agreement EE..Section V – Definitions 1.Bodily Injury – Includes Mental Anguish 2.Executive Officer AA.. Drive Other Car Coverage – Executive Officers and Certain Individuals 1.The following is added to Section I – Covered Autos: Drive Other Car Coverage a.For Covered Autos Liability Coverage and Physical Damage Coverage, “autos” in the care, custody or control of an “insured” described in Paragraph 2. below, which you do not own, hire, lease or borrow, are covered “autos”. But this does not include any “auto”: (1)Owned by any “insured” described in Paragraph 2. below, or any member of their household, including any “auto” that is owned but not insured; (2)Used by an “insured” described in Paragraph 2. below while working in the business of selling, servicing, repairing or parking autos; or (3)Insured or covered under another policy. b.If Medical Payments, Uninsured/Underinsured Motorist, Personal Injury Protection or other compulsory coverages required by the governing jurisdiction are provided by this policy, then an “insured” described in Paragraph 2. below, and their family members residing in the same household, are “insureds” while: (1)Occupying as a passenger; or (2)A pedestrian when struck by; any “auto” you do not own, hire, lease or borrow, except an “auto” owned by an “insured” described in Paragraph 2. below or members of their household, or an “auto” insured or covered under any other policy. INSURED INSURED: POLICY#: POLICY PERIOD: TO: AMS.NET,INC 08/24/202308/24/20227110086830017 DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 5 Copyright 2018, 2.With respect to Drive Other Car Coverage only, Paragraph A.1. Who is an Insured of Section II – Liability Coverage is amended to include as an “insured” the following: If you are designated in the Declarations as: a.An individual, you and your spouse. b.A partnership, your partners and their spouses. c.An organization other than an individual or a partnership, your “executive officers” and their spouses. 3. Limit of Insurance and Deductible The most we will pay for Drive Other Car Coverage is the single highest Limit of Insurance for the applicable coverage for an “auto” you own. The Deductible for Drive Other Car Coverage is the largest Deductible for the applicable coverage for an “auto” you own. 4. Other Insurance Regardless of the existence of other insurance or Paragraph B.5. Other Insurance of Section IV – Business Auto Conditions, Drive Other Car Coverage is primary. BB.. Section II – Covered Autos Liability Coverage 1. Additional Insured – Written Contract, Agreement, Permit or Authorization Paragraph A.1. Who is an Insured of Section II – Covered Autos Liability Coverage is amended to include as an additional “insured” any person or organization with whom you have agreed in a written contract, agreement, permit or authorization to provide insurance such as is afforded under this Coverage Form but only with respect to liability for “bodily injury” or “property damage” caused in whole or in part by your maintenance, operation or use of a covered “auto”. But this insurance does not apply: a.Unless the written contract or agreement has been executed or the permit or authorization has been issued prior to the “accident” that caused the “bodily injury” or “property damage”; b.To any person or organization included as an “insured” under any other provisions of this policy, including this or any other endorsement; c.To the independent acts or omissions of such person or organization; or d.To any lessor of “autos” when their contract or agreement with you for such leased “auto” ends or the lessor or its agent takes possession of the “auto”. 2. Broadened Named Insured Paragraph A.1. Who is an Insured of Section II – Covered Autos Liability Coverage is amended to include as a Named Insured any legally incorporated entity in which you maintain ownership of more than 50 percent of the voting stock on or after the effective date of this endorsement, but only if there is no other similar insurance available to that organization. This insurance does not apply to any organization that is an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Employees as Insureds (Including Employee Hired Autos and Fellow Employee Coverage) a.Paragraph A.1. Who is an Insured of Section II – Covered Autos Liability Coverage is amended to include as an “insured” your “employee” while: (1)Using a covered “auto” you do not own, hire or borrow in your business or your personal affairs. (2)Operating an “auto” hired or rented under a contract or agreement in that “employee’s” name, with your permission, while performing duties related to the conduct of your business. b.Exclusion B.5. Fellow Employee of Section II – Covered Autos Liability is deleted. c.The following is added to B.5.b of Section IV – Business Auto Conditions: Any covered “auto” hired or rented without a driver by your “employee” under a contract or agreement in that “employee’s” name, with your permission, while performing duties related to the conduct of your business is also deemed to be a covered “auto” you own. DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 5 Copyright 2018, 4. Newly Acquired or Formed Organizations Paragraph A.1. Who is an Insured of Section II – Covered Autos Liability Coverage is amended to include as an “insured” any organization you newly acquire or form, other than a partnership or joint venture, and over which you maintain ownership or majority interest, if there is no other similar insurance available to that organization. But: (1)Coverage under this provision is afforded only until the end of the policy period; and (2)Coverage does not apply to “bodily injury” or “property damage” caused by an “accident” that occurred before you acquired or formed the organization. 5. Supplementary Payments – Bail Bonds and Loss of Earnings In Paragraph A.2.a. Supplementary Payments of Section II – Covered Autos Liability, the following replaces Paragraphs (2) and (4): (2)Up to $3,500 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4)All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. CC.. Section III – Physical Damage Coverage 1. Hired Auto Physical Damage Coverage a.If hired “autos” are covered “autos” under Section II – Covered Autos Liability Coverage and this policy provides Comprehensive, Specified Causes of Loss Coverage or Collison Coverage for any “auto” you own, a hired “auto” will be deemed a covered “auto” for Physical Damage Coverage subject to the provisions in Paragraph b. below. b.For Hired Physical Damage Coverage provided by paragraph a. above: (1)The most we will pay for “loss” to any hired “auto” is the lesser of: (a)$75,000 for “autos” of the private passenger type and $50,000 for all other “autos”; (b)The actual cash value of the damaged or stolen property as of the time of the “loss”; or (c)The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2)The Deductible is the largest Deductible for the applicable coverage for an “auto” you own. (3)This insurance is excess over any other valid and collectible insurance, whether such insurance is primary, excess, contingent or on any other basis. 2. Towing – Any Covered Autos The following replaces Paragraph A.2. Towing of Section III – Physical Damage Coverage: We will pay up to $100 for towing and, if labor is performed at the place of disablement, labor costs incurred each time a covered “auto” is disabled if a premium charge for towing and labor is shown in the Schedule or the Declarations. 3. Transportation Expenses Increased In Paragraph A.4.a. Transportation Expenses of Section III – Physical Damage Coverage, the amounts we will pay amounts we will pay for temporary transportation expenses incurred by you because of the total theft of a covered “auto” of the private passenger type are increased to $75 per day, to a maximum of $2,250. 4. Loss of Use Expenses Increased The following replaces the last paragraph in Paragraph A.4.b. Loss Of Use Expenses of Section III – Physical Damage Coverage: However, the most we will pay for any expenses for loss of use is $1,000. 5. Other Coverage Extensions If you have Physical Damage Coverage, the following are added to Paragraph A.4. Coverage Extensions of Section III – Physical Damage Coverage: DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 5 Copyright 2018, a. Airbag Discharge We will pay to reset or replace a covered “auto’s” airbag that accidentally discharges without the “auto” being involved in an “accident” if the airbag is not covered under a manufacturer’s warranty and you did not intentionally cause the discharge. No Deductible applies to this Coverage Extension. b. Auto Theft Reward If you have Comprehensive or Specified Cause of Loss Coverage, we will pay a reward up to $2,000 for information leading to the arrest and conviction of anyone stealing a covered “auto”. But we will not pay a reward to you, any family members or “employees” or any public officials while performing their duties. c. Loan/Lease Gap Coverage If a covered “auto” is subject to a long-term loan or lease that requires, in writing, that the lender or lessor be an additional “insured”, and you are legally obligated for the remaining balance on the loan or lease, we will pay the difference between the actual cash value of the “auto” at the time of “loss” and the remaining balance on your loan or lease. But we will not pay for: (1)Any amount paid under the policy’s Physical Damage Coverage; or (2)Any amounts for abnormal or excess wear and tear, additional or high mileage charges, carry-over balances from previous loans or leases, extended warranties or insurance purchased with the loan or lease, lease termination fees, taxes, overdue payments, unreturned security deposits or any penalties, interest or charges resulting from overdue payments. d. Rental Reimbursement We will pay for expenses to rent an “auto” of the private passenger type because of “loss” to a covered “auto” of the private passenger type. But: (1)We will only pay expenses incurred during the policy period at the time of the “loss” and ending, regardless of the policy period, six days after the “loss”. (2)The most we will pay is the lesser of: (a)Reasonable and necessary expenses actually incurred; or (b)$50 per day. (3)This coverage does not apply if a spare or reserve “auto” is available to you. (4)If “loss” is because of the total theft of a covered “auto”, we will pay only those amounts that are not already covered under Transportation Expenses. No Deductible applies to this Coverage Extension. 6. Diminution in Value The following is added to Exclusion B.6. of Section III – Physical Damage Coverage: This exclusion does not apply to “diminution in value” of a covered “auto” of the private passenger type used in the conduct of the “insured’s” business that is leased, rented, hired or borrowed without a driver for a period of 30 days or less. But the most we will pay for such “diminution in value” is the lesser of: a.20 percent of the actual cash value of the “auto” as of the time of the “loss”; or b.$7,500. 7. Communications Equipment The following is added to Paragraph B. Exclusions of Section III – Physical Damage Coverage: Exclusions 4.c. and 4.d. do not apply to communications equipment, including its antenna and other accessories, that is permanently installed in, and not removable from, a covered “auto” and designed for use as a: a.Citizen’s band radio; b.Two-way mobile radio or telephone; DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 5 Copyright 2018, c.Scanning monitor receiver; or d.GPS navigation system. No Deductible applies to “loss” to such communications equipment. But the most we will pay for all such communications equipment is $5,000 for any one “loss”. 8. Deductible Waived For Glass Repair The following is added to Paragraph D. Deductible of Section III – Physical Damage Coverage: No Deductible applies if glass that is damaged is repaired rather than replaced. DD.. Section IV – Business Auto Conditions 1. Duties in the Event of Accident, Claim, Suit or Loss The following is added to Paragraph A.2. Duties in the Event of Accident, Claim, Suit or Loss of Section IV – Business Auto Conditions: The requirements that you must notify us of an “accident”, claim, “suit” or “loss”, or send us documents concerning a claim or “suit”, apply only if the “accident”, claim, “suit” or “loss” is known to: (1)You, if you are an individual; (2)A partner, if you are a partnership; (3)An “executive officer” or insurance or risk manager, if you are a corporation; or (4)A manager, if you are a limited liability company. The requirement that you must notify us as soon as practicable of an “accident”, claim, “suit” or “loss” does not apply if you report the “accident”, claim, “suit” or “loss” to your workers’ compensation insurer and the “accident”, claim, “suit” or “loss” later develops into a liability claim for which coverage is provided by this policy. But as soon as you become aware that an “accident”, claim, “suit” or “loss” is a liability claim rather than a workers’ compensation claim, you must comply with all parts of Paragraph A.2. Duties in the Event of Accident, Claim, Suit or Loss of Section IV – Business Auto Conditions. 2. Waiver of Subrogation When Required by Written Contract or Agreement The following is added to Paragraph A.5. Transfer of Rights of Recovery Against Others to Us of Section IV – Business Auto Conditions: We will waive any right of recovery against any person or organization because of payments we make for “bodily injury” or “property damage” arising out of the ownership, maintenance or use of a covered “auto” when you have assumed liability for such “bodily injury” or “property damage” under an “insured contract”, but only if the “insured contract” is executed before the “accident” or “loss” occurs. EE.. Section V – Definitions 1. Bodily Injury – Includes Mental Anguish The following is added to Paragraph C. of Section V – Definitions: “Bodily injury” includes mental anguish resulting from bodily injury, sickness, or disease sustained by a person at any time. 2. Executive Officer The following is added to Section V – Definitions: “Executive officer” means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 9 Copyright 2017, BROAD FORM GENERAL LIABILITY ENDORSEMENT – TECHNOLOGY COMPANIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement extends certain coverages. The following listing and the headers in this endorsement are only for convenience. Provisions in this endorsement might be modified by other endorsements. Read the entire policy carefully to determine rights, duties and what is and is not covered. A.Section I – Coverages 1.Expected or Intended Injury (Property Damage) 2.Non-Owned Aircraft and Watercraft Under 55 Feet 3.Broadened Property Damage – Rented Premises, Borrowed Equipment and Use of Elevators 4.Personal and Advertising Injury Exclusions a.Insureds in Media and Internet Type Businesses b.Electronic Chatrooms or Bulletin Boards 5.Medical Payments – Increased Limits and Time Period 6.Product Recall Expense Coverage 7.Supplementary Payments – Cost of Bail Bonds and Loss of Earnings B.Section II – Who is an Insured 1.Broadened Named Insured 2.Additional Insured – Broad Form Vendor 3.Additional Insured – Written Contract, Agreement, Permit or Authorization 4.Incidental Malpractice by Employed Physicians, Nurses, EMTs and Paramedics 5.User of Covered Watercraft 6.Newly Acquired or Formed Organizations C.Section III – Limits of Insurance – Aggregate Limit Per Location D.Section IV – Commercial General Liability Conditions 1.Duties in Event of Occurrence, Offense, Claim or Suit 2.Waiver of Subrogation When Required by Written Contract or Agreement E.Section V – Definitions 1.Bodily Injury – Includes Mental Anguish 2.Coverage Territory – Worldwide 3.Mobile Equipment – Self-Propelled Snow Removal, Road Maintenance and Street Cleaning Equipment Less than 1,000 Pounds Gross Vehicle Weight A.Section I – Coverages 1.Expected or Intended Injury (Property Damage) The following is added to Exclusion 2.a. Expected Or Intended Injury of Section I – Coverages – Coverage A – Bodily Injury and Property Damage Liability : This exclusion does not apply to “property damage” resulting from the use of reasonable force to protect persons or property. 2.Non-Owned Aircraft and Watercraft Under 55 Feet a.The following is added to Exclusion 2.g. Aircraft, Auto or Watercraft of Section I – Coverages – Coverage A – Bodily Injury and Property Damage Liability: This exclusion does not apply to an aircraft that is: (a)Hired, chartered or loaned with a paid crew; and (b)Not owned by any insured. b.The following replaces Exclusion 2.g.(2)(a) of Section I – Coverages – Coverage A – Bodily Injury and Property Damage Liability: (a)Less than 55 feet long; and INSURED THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY INSURED: POLICY#:POLICY PERIOD: TO: AMS.NET,INC 7110086830017 08/24/2022 08/24/2023 DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 9 Copyright 2017, c.The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV – Commercial General Liability Conditions : This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for aircraft or watercraft not owned by any insured, whether such insurance is primary, excess, contingent or on any other basis. 3.Broadened Property Damage – Rented Premises, Borrowed Equipment and Use of Elevators a.The following is added to Exclusion 2.j. Damage To Property of Section I – Coverages – Coverage A – Bodily Injury and Property Damage Liability : Paragraph (1) of this exclusion does not apply to “property damage” to real property you rent or temporarily occupy with permission of the owner. Paragraph (4) of this exclusion does not apply to “property damage” to equipment you borrow while at a job site if the equipment is not being used by anyone to perform work or operations at the time of loss. Paragraphs (3), (4) and (6) of this exclusion do not apply to “property damage” arising out of the use of elevators at premises you own, rent, lease or occupy. b.The following replaces Paragraph 6. of Section III – Limits Of Insurance: 6.Subject to Paragraph 5. above, the Damage to Premises Rented to You Limit shown in the Declarations is the most we will pay under Coverage A for damages because of “property damage” to any one premises while rented to you or occupied by you with permission of the owner. If a Damage to Premises Rented to You Limit is not shown in the Declarations, that Limit will be $500,000. c.The following is added to Paragraph b.(1) of Paragraph 4. Other Insurance of Section IV – Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for real property you rent or temporarily occupy with the permission of the owner, borrowed equipment or use of elevators, whether such insurance is primary, excess, contingent or on any other basis. 4.Personal and Advertising Injury Exclusions a.Insureds in Media and Internet Type Businesses The following replaces Exclusion 2.j. Insureds In Media And Internet Type Businesses of Section I – Coverages – Coverage B – Personal and Advertising Injury Liability: “Personal and advertising injury” committed by an insured whose business is: (1)Advertising, broadcasting, publishing or telecasting; or (2)Designing or determining content of web sites for others. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "personal and advertising injury" under the Definitions section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising for you, is not by itself considered the business of advertising, broadcasting, publishing or telecasting. b.Electronic Chatrooms or Bulletin Boards The following replaces Exclusion 2.k. Electronic Chatrooms Or Bulletin Boards of Section I – Coverages – Coverage B – Personal and Advertising Injury Liability: "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns or maintains for others. 5.Medical Payments – Increased Limits and Time Period The following provisions are modified only if Coverage C is not otherwise excluded by the provisions of this Coverage Part or any endorsement. a.The following replaces Paragraph a.(3)(b) in Paragraph 1. Insuring Agreement of Section I – Coverage C – Medical Payments: (b)The expenses are incurred and reported to us within three years of the date of the accident; and DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 9 Copyright 2017, b.The following is added to Paragraph 7. of Section III – Limits Of Insurance: The Medical Expenses Limit for Coverage C is the greater of $15,000 per person or the amount shown in the Declarations. 6.Product Recall Expense Coverage a.The following is added to Section I – Coverages: Product Recall Expense Schedule Product Recall Aggregate Limit $ 50,000 Each Product Recall Limit $ 25,000 Each Product Recall Deductible $1,000 The limits and deductible in this Schedule apply to Product Recall Expense Coverage unless other amounts are shown in the Declarations. PRODUCT RECALL EXPENSE COVERAGE We will pay “product recall expense” incurred by you or on your behalf for a “covered recall” to which this insurance applies. This insurance applies to “product recall expense” for a “covered recall” that takes place in the “coverage territory” and during the policy period. The amount we will pay for “product recall expense” is limited as described in Section III – Limits Of Insurance. We will only pay the amount of “product recall expense” in excess of the Each Product Recall Deductible shown in the Schedule above. You must pay the Each Product Recall Deductible for each “covered recall” that is initiated. b.The following is added to Section III – Limits Of Insurance: The Product Recall Aggregate Limit shown in the Schedule above is the most we will pay for the sum of all “product recall expense” incurred for all “covered recalls” initiated during the policy period. Subject to the Product Recall Aggregate Limit, the Each Product Recall Limit shown in the Schedule above is the most we will pay for all “product recall expenses” arising out of any one “covered recall” for the same defect or deficiency. c.The following is added Section IV – Commercial General Liability Conditions: Duties In The Event Of “Covered Recall” 1.You must report a “covered recall” to us as soon as practicable and no later than 30 days after you discover or are made aware of such recall. 2.No insured will, except at that insured’s own cost, voluntarily m ake a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3.You must see to it that the following are done as soon as practicable after an actual or anticipated “covered recall” that may result in “product recall expense”: (a)Give us notice of any discovery or notification that “your product” must be withdrawn or recalled, including a description of “your product” and the reason for the withdrawal or recall; (b)Cease any further release, shipment, consignment or any other method of distribution of such product, as well as any similar products, until it has been determined that all such products are free from defects that could result in “product recall expense”; (c)As often as may be reasonably required, permit us to: (1)Inspect “your product” and take damaged and undamaged samples of “your products” for inspection, testing and analysis; and (2)Examine and make copies from your books and records; (d)Within 60 days of our request and providing you the necessary forms, send us a signed, sworn proof of loss containing the information we request to settle the claim; and DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 9 Copyright 2017, (e)Permit us to examine any insured under oath, while not in the presence of any other insured, at such times as may reasonably be required, about any matter relating to this insurance or your claim, including an insured's books and records. An insured’s answers to the examination must be signed. d.The following are added to Section V – Definitions: “Covered recall” means a recall of “your product” made necessary because the insured or a government entity has determined that a known or suspected defect, deficiency, inadequacy or dangerous condition in “your product” has resulted in, or will result in, “bodily injury” or “property damage”. “Product recall expense”: a.Means the following necessary and reasonable extra expenses incurred by you or on your behalf exclusively for the purpose of recalling “your product”: (1)Expenses for communications, including broadcast announcements or printed “advertisements” and associated stationery, envelopes and postage; (2)Expenses for shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3)Expenses for overtime paid to your regular non-salaried “employees”; (4)Expenses for hiring “temporary workers”; (5)Expenses incurred by “employees”, including transportation and accommodations; (6)Expenses to rent additional warehouse or storage space; or (7)Expenses for proper disposal of “your product” if the disposal is necessary to avoid “bodily injury” or “property damage” and is other than regularly used to discard, trash or dispose of “your product”. b.Does not include the following: (1)Damages, fines or penalties; (2)Defense expenses; (3)The cost of regaining your market share, goodwill, revenue or profit; or (4)Any expenses resulting from: (a)Failure of any product to accomplish its intended purpose; (b)Breach of warranties of fitness, quality, durability or performance; (c)Loss of customer approval, or any cost incurred to regain customer approval; (d)Redistribution or replacement of “your product” that was recalled with like products or substitutes; (e)The insured’s caprice or whim; (f)A condition any insured knew, or had reason to know, of at the inception of this insurance that was likely to cause loss; or (g)Recall of “your products” that have no known or suspected defect solely because a known or suspected defect in another of “your products” has been found. 7.Supplementary Payments – Cost of Bail Bonds and Loss of Earnings The following replaces Paragraphs 1.b. and 1.d. of Supplementary Payments – Coverages A and B in Section I – Coverages: b.Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $250 a day because of time off from work. DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 9 Copyright 2017, B.Section II – Who is an Insured 1.Broadened Named Insured Section II – Who Is An Insured is amended to include as a Named Insured any legally incorporated entity in which you maintain ownership of more than 50 percent of the voting stock on the effective date of this endorsement, but only if there is no other similar insurance available to that organization. This insurance does not apply to any organization that is an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 2.Additional Insured – Broad Form Vendor a.Section II – Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as “vendor”) with whom you have agreed in a written contract or agreement to provide insurance, but only with respect to “bodily injury” or “property damage” arising out of “your products” that are distributed or sold in the regular course of the vendor’s business. But none of these vendors are an additional insured: (1)If the “products-completed operations hazard” is excluded under the Coverage Part or by endorsement; (2)If the vendor is a person or organization from whom you have acquired the products, or any ingredient, part or container entering into, accompanying or containing those products; (3)For “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 unless that the vendor would have otherwise been liable for such “bodily injury” or “property damage” in the absence of that contract or agreement; or (4)For “bodily injury” or “property damage” caused by or arising out of: (a)Any express warranty not authorized by you; (b)Any physical or chemical change in the product made intentionally by the vendor; (c)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; (d)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; (e)Operations to demonstrate, install, service or repair, except those operations performed at the vendor’s premises in connection with the sale of the product; (f)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 (g)The sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf, unless such act or omission is: (i)In the course of repackaging “your products” in the original container after unpacking solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer; (ii)A demonstration, installation, servicing or repair operation of “your products” performed at the vendor’s premises in connection with the sale of the product; or (iii)An inspection, adjustment, test or servicing of “your products” 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.The insurance afforded to such vendor under Paragraph a. above: (1)Applies only to the extent permitted by law; and (2)Will not be broader than that which you are required by the contract or agreement to provide to such vendor. DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 9 Copyright 2017, c.The following is added to Section III – Limits Of Insurance: The most we will pay on behalf of a vendor that qualifies as an additional insured is the amount of insurance: a.Required by the contract or agreement; or b.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This provision does not increase the applicable Limits of Insurance shown in the Declarations. 3.Additional Insured – Written Contract, Agreement, Permit or Authorization a.Section II – Who Is An Insured is amended to include as an additional insured any person or organization with whom you have agreed in a written contract, agreement, permit or authorization to provide insurance but only with respect to liability for injury or damage caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf for: (1)“Bodily injury”, “property damage” or “personal and advertising injury” in the performance of your ongoing operations, and only until your operations are completed, for such person or organization at the location designated in the contract, agreement, permit or authorization; (2)“Bodily injury”, “property damage” or “personal and advertising injury” in the maintenance, operation or use of equipment leased to you by such person or organization; or (3)“Bodily injury”, “property damage” or “personal and advertising injury” in connection with premises you own, rent, lease or occupy. b.The insurance afforded to an additional insured under Paragraph a. above does not apply: (1)Unless: (a)The contract or agreement is executed, or the permit or authorization is issued, before the “bodily injury”, “property damage” or “personal and advertising injury” occurs; and (b)The contract, agreement, permit or authorization is in effect or becomes effective during the policy period. (2)To any: (a)Person or organization included as an insured under any other provision of this policy, including this or any other endorsement; (b)Lessor of equipment after the equipment lease terminates or expires; (c)Owner or other interests from whom land has been leased; (d)Manager or lessor of premises if: (i)The “occurrence” takes place after you cease to be a tenant in that premises; or (ii)The “bodily injury”, “property damage” or “personal and advertising injury” arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. ((ee))Person or organization if the “bodily injury”, “property damage” or “personal and advertising injury” arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (i)The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (ii)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 the failure to render any professional architectural, engineering or surveying services; or DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 9 Copyright 2017, (f)"Bodily injury" or "property damage" occurring after: (i)All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (ii)That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. c.The insurance afforded to an additional insured under Paragraph a. above: (1)Applies only to the extent permitted by law; and (2)Will not be broader than that which you are required by the contract, agreement, permit or authorization to provide to such additional insured. d.With respect to the insurance afforded to an additional insured under Paragraph a. above: (1)The following is added to Paragraph 4. Other Insurance of Section IV – Commercial General Liability Conditions: Regardless of the provisions of Paragraphs a. and b. above, this insurance is primary to, and will not seek contribution from, any other insurance available to an additional insured if: (1)Such additional insured is a Named Insured under that other insurance; and (2)You have agreed in the contract, agreement, permit or authorization that this insurance would be primary and would not seek contribution from any other insurance available to such additional insured. (2)The following is added to Section III – Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a.Required by the contract, agreement, permit or authorization; or b.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This provision does not increase the applicable Limits of Insurance shown in the Declarations. 4.Incidental Malpractice by Employed Physicians, Nurses, EMTs and Paramedics a.The following is added to Paragraph 2.a.(1)(d) of Section II – Who Is An Insured: But an “employee” or “volunteer worker” employed or volunteering as a physician, dentist, nurse, emergency medical technician or paramedic is an insured if you are not engaged in the business or occupation of providing professional health care services. b.The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV – Commercial General Liability Conditions : This insurance is excess over any of the other valid and collectible insurance available to the insured for coverage for insured “employee” or volunteer worker who is a physician, dentist, nurse, emergency medical technician or paramedic, whether such insurance is primary, excess, contingent or on any other basis. 5.User of Covered Watercraft a.Section II – Who Is An Insured is amended to include as an additional insured any person or organization who uses, or is responsible for the use of, a watercraft covered by this policy if the use is with your express or implied consent. But no such person or organization is an insured with respect to: a.“Bodily injury” to that person’s or organization’s “employee”; or b.“Property damage” to property: (1)Owned, occupied or used by; or (2)In the care, custody or control of, rented to or over which physical control is being exercised for any purpose by; that person or organization. DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 9 Copyright 2017, b.The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV – Commercial General Liability Conditions : This insurance is excess over any of the other valid and collectible insurance available to the insured for use of, or responsibility for use of, a watercraft covered by this policy, whether such insurance is primary, excess, contingent or on any other basis. 6.Newly Acquired or Formed Organizations The following replaces Paragraph 3.a. of Section II – Who Is An Insured: a.Coverage under this provision is afforded only until the end of the policy period; C.Section III – Limits of Insurance – Aggregate Limit Per Location The following is added to Paragraph 2. of Section III – Limits Of Insurance: The General Aggregate Limit applies separately to each “location” of yours. As used in this provision, “location” means premises you own, rent or lease involving the same or connecting lots, or whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. D.Section IV – Commercial General Liability Conditions 1.Duties in the Event of Occurrence, Offense, Claim or Suit The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV – Commercial General Liability Conditions: The requirements that you must notify us of an “occurrence”, offense, claim or “suit”, or send us documents concerning a claim or “suit”, apply only if the “occurrence”, offense, claim or “suit” is known to: (1)You, if you are an individual; (2)A partner, if you are a partnership; (3)An “executive officer” or insurance or risk manager, if you are a corporation; or (4)A manager, if you are a limited liability company. The requirement that you must notify us as soon as practicable of an “occurrence” or an offense that may result in a claim does not apply if you report the “occurrence” or offense to your workers’ compensation insurer and that “occurrence” or offense later develops into a liability claim for which coverage is provided by this policy. But as soon as you become aware that an “occurrence” or offense is a liability claim rather than a workers’ compensation claim, you must comply with all parts of Paragraph 2.Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV – Commercial General Liability Conditions. 2.Waiver of Subrogation When Required by Written Contract or Agreement The following is added to Paragraph 8. Transfer of Rights of Recovery Against Others to Us of Section IV – Commercial General Liability Conditions: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or “your work” included within the “products-completed operations hazard” if the operations or work is done under a written contract or agreement with that person or organization, but only if the contract or agreement is executed before the “bodily injury” or “property damage” occurs and requires you to waive your rights of recovery. E.Section V – Definitions 1.Bodily Injury – Includes Mental Anguish The following is added to Paragraph 3. of Section V – Definitions: “Bodily injury” includes mental anguish resulting from bodily injury, sickness, or disease sustained by a person at any time. 2.Coverage Territory – Worldwide The following replaces Paragraph 4. of Section V – Definitions: 4.“Coverage territory” means anywhere other than a country or jurisdiction that is subject to trade or other economic sanction or embargo by the United States of America. But the insured’s DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 9 of 9 Copyright 2017, responsibility to pay damages must be determined in a settlement we agree to or in a “suit” on the merits brought within the United States of America (including its territories and possessions), Puerto Rico or Canada. 3.Mobile Equipment – Self-Propelled Snow Removal, Road Maintenance and Street Cleaning Equipment Less than 1,000 Pounds Gross Vehicle Weight The following is added after Paragraph 12.f.(1) of Section V – Definitions: But a self-propelled vehicle of less than 1,000 pounds gross vehicle weight that is maintained primarily for purposes other than transportation of persons or cargo with permanently attached equipment for snow removal, road maintenance (other than construction or resurfacing) or street cleaning will be considered “mobile equipment” and not an “auto”. DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 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. ” 1983 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84) WC 00 03 13 (Ed. 04-84) Schedule State Person or Organization Job Description California This endorsement provides a blanket waiver of subrogation applicable to all jobs for persons or organizations whom the Named Insured has agreed by written contract to furnish this waiver. The charge for this endorsement shall be 5% of total manual premium, subject to a minimum premium of $250. This charge will be billed on your next invoice based on current manual premium, and the final charge will be calculated and billed at the final audit. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. INSURED: POLICY#: POLICY PERIOD: TO: AMS.NET,INC 16099220 02/01/2023 02/01/2024 DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 INSURED: POLICY #: POLICY PERIOD: TO: AMS.NET,INC 08/24/2022 08/24/20237110086830017 DocuSign Envelope ID: 379FCA27-51DB-49FD-B1F3-9EA11B5F1BC7 DATE (MM/DD/YYYY) ,acoszo CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. R. F'#4 CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLI ?W4 1 BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHOR 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 NAME: Felicia McArO Marsh & McLennan Agency LLC PHONE FAX Marsh & McLennan Ins Agency LLC N • 925-482-9337 Alc No:925482-9390 1255 Treat Blvd #950 ADORess: Felicia.McAroy@MarshMMA.com Walnut Creek CA 94597 INSURER(S) AFFORDING COVERAGE NAICS Atlantic INSURED AMS.NET, INC 502 Commerce Way Livermore CA 94551-7812 nwr�c rcorrclr ATc hll UMCD•4z7o,1an7ae RFVMICIN NIIMRFR- 27154 22179 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 LTR TYPE OF INSURANCEINSD ADDL SUBR I WVD POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS A X COMMERCIAL GENERAL LIABILITY Y N 7110086830018 8/24/2023 8/24/2024 EACH OCCURRENCE $1,000,000 CLAIMS -MADE � OCCUR PREM SES EaENTEoccurrence)$1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS -COMP/OP AGG $ 2,000,000 POLICY � E LOC $ OTHER: I I A AUTOMOBILE LIABILITY Y N 7110086830018 8/24/2023 8/24/2024 COMBINED SINGLE LIMIT Ea accident $1,000,000 BODILY INJURY (Per person) $ X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY X AUTOS ONLY BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ X $ Comp/Coll : $1,000 Ded. A X UMBRELLA LIAR X OCCUR N N 7110086830018 8/24/2023 8/24/2024 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE Y� Y 16099221 2/1/2024 2/1/2025 X I STATUTE I ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 _ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) N / A E.L. DISEASE - POLICY LIMIT If yes, describe under DESCRIPTION OF OPERATIONS below $ 1,000.000 A Data Breach & Professional Liability N N 7600104480005 8/24/2023 8/24/2024 $2,000,000 Occ- $10,000 Deductible $4,000,000 Agg. DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Palm Springs, its officials, employees, and agents are included as Additional Insured (General Liability and Auto Liability), per the attached. Insurance is primary and non-contributory. Workers Compensation Waiver of Subrogation applies per the attached. CERI IFICA I L HULULK l HIV I.tLLH I IVIV MCEIVED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN JAN 3 1 2024 ACCORDANCE WITH THE POLICY PROVISIONS. City of Palm Springs 3200 E. Tahquitz Canyon Way, �'il Hall AUTHORIZED REPRESENTATIVE Palm Springs CA 92262 Reception Desk Ll U 1988-ZU15 ACUKU CUKNUKA I IUN. All rignts reserves. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD INSURED: AMS.NET, INC POLICY#: 7110086830018 POLICY PERIOD:/124/2023 TO: 08/24/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BROAD FORM AUTOMOBILE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement extends certain coverages. The following listing and the headers in this endorsement are only for convenience. Provisions in this endorsement might be modified by other endorsements. Read the entire policy carefully to determine rights, duties and what is and is not covered. A. Drive Other Car Coverage — Executive Officers and Certain Individuals B. Section II — Covered Autos Liability Coverage 1. Additional Insured — Written Contract, Agreement, Permit or Authorization 2. Broadened Named Insured 3. Employees as Insureds (Including Employee Hired Autos and Fellow Employee Coverage) 4. Newly Acquired or Formed Organizations 5. Supplementary Payments — Bail Bonds and Loss of Earnings C. Section III — Physical Damage Coverage 1. Hired Auto Physical Damage Coverage 2. Towing — Any Covered Autos 3. Transportation Expenses Increased 4. Loss of Use Expenses Increased 5. Other Coverage Extensions a. Airbag Discharge b. Auto Theft Reward c. Loan/Lease Gap Coverage d. Rental Reimbursement 6. Diminution in Value 7. Communications Equipment 8. Deductible Waived For Glass Repair D. Section IV — Business Auto Conditions 1. Duties in Event of Accident, Claim, Suit or Loss 2. Waiver of Subrogation When Required by Written Contract or Agreement E. Section V — Definitions 1. Bodily Injury — Includes Mental Anguish 2. Executive Officer A. Drive Other Car Coverage — Executive Officers and Certain Individuals 1. The following is added to Section I — Covered Autos: Drive Other Car Coverage a. For Covered Autos Liability Coverage and Physical Damage Coverage, "autos" in the care, custody or control of an "insured" described in Paragraph 2. below, which you do not own, hire, lease or borrow, are covered "autos". But this does not include any "auto": (1) Owned by any "insured" described in Paragraph 2. below, or any member of their household, including any "auto" that is owned but not insured; (2) Used by an "insured" described in Paragraph 2. below while working in the business of selling, servicing, repairing or parking autos; or (3) Insured or covered under another policy. b. If Medical Payments, Uninsured/Underinsured Motorist, Personal Injury Protection or other compulsory coverages required by the governing jurisdiction are provided by this policy, then an "insured" described in Paragraph 2. below, and their family members residing in the same household, are "insureds" while: (1) Occupying as a passenger; or (2) A pedestrian when struck by; any "auto" you do not own, hire, lease or borrow, except an "auto" owned by an "insured" described in Paragraph 2. below or members of their household, or an "auto" insured or covered under any other policy. VCA 20106 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 5 Copyright 2018, INSURED 2. With respect to Drive Other Car Coverage only, Paragraph A.1. Who is an Insured of Section II — Liability Coverage is amended to include as an "insured" the following: If you are designated in the Declarations as: a. An individual, you and your spouse. b. A partnership, your partners and their spouses. c. An organization other than an individual or a partnership, your "executive officers" and their spouses. 3. Limit of Insurance and Deductible The most we will pay for Drive Other Car Coverage is the single highest Limit of Insurance for the applicable coverage for an "auto" you own. The Deductible for Drive Other Car Coverage is the largest Deductible for the applicable coverage for an "auto" you own. 4. Other Insurance Regardless of the existence of other insurance or Paragraph B.5. Other Insurance of Section IV — Business Auto Conditions, Drive Other Car Coverage is primary. B. Section II — Covered Autos Liability Coverage 1. Additional Insured — Written Contract, Agreement, Permit or Authorization Paragraph A.1. Who is an Insured of Section II — Covered Autos Liability Coverage is amended to include as an additional "insured" any person or organization with whom you have agreed in a written contract, agreement, permit or authorization to provide insurance such as is afforded under this Coverage Form but only with respect to liability for "bodily injury" or "property damage" caused in whole or in part by your maintenance, operation or use of a covered "auto". But this insurance does not apply: a. Unless the written contract or agreement has been executed or the permit or authorization has been issued prior to the "accident" that caused the "bodily injury" or "property damage"; b. To any person or organization included as an "insured" under any other provisions of this policy, including this or any other endorsement; c. To the independent acts or omissions of such person or organization; or d. To any lessor of "autos" when their contract or agreement with you for such leased "auto" ends or the lessor or its agent takes possession of the "auto". 2. Broadened Named Insured Paragraph A.1. Who is an Insured of Section II — Covered Autos Liability Coverage is amended to include as a Named Insured any legally incorporated entity in which you maintain ownership of more than 50 percent of the voting stock on or after the effective date of this endorsement, but only if there is no other similar insurance available to that organization. This insurance does not apply to any organization that is an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Employees as Insureds (Including Employee Hired Autos and Fellow Employee Coverage) a. Paragraph A.1. Who is an Insured of Section 11 — Covered Autos Liability Coverage is amended to include as an "insured" your "employee" while: (1) Using a covered "auto" you do not own, hire or borrow in your business or your personal affairs. (2) Operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. b. Exclusion B.5. Fellow Employee of Section II — Covered Autos Liability is deleted. c. The following is added to B.5.b of Section IV — Business Auto Conditions: Any covered "auto" hired or rented without a driver by your "employee" under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business is also deemed to be a covered "auto" you own. VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 5 Copyright 2018, 4. Newly Acquired or Formed Organizations Paragraph A.1. Who is an Insured of Section II — Covered Autos Liability Coverage is amended to include as an "insured" any organization you newly acquire or form, other than a partnership or joint venture, and over which you maintain ownership or majority interest, if there is no other similar insurance available to that organization. But: (1) Coverage under this provision is afforded only until the end of the policy period; and (2) Coverage does not apply to "bodily injury" or "property damage" caused by an "accident' that occurred before you acquired or formed the organization. 5. Supplementary Payments — Bail Bonds and Loss of Earnings In Paragraph A.2.a. Supplementary Payments of Section II — Covered Autos Liability, the following replaces Paragraphs (2) and (4): (2) Up to $3,500 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident' we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. C. Section III — Physical Damage Coverage 1. Hired Auto Physical Damage Coverage a. If hired "autos" are covered "autos" under Section II — Covered Autos Liability Coverage and this policy provides Comprehensive, Specified Causes of Loss Coverage or Collison Coverage for any "auto" you own, a hired "auto" will be deemed a covered "auto" for Physical Damage Coverage subject to the provisions in Paragraph b. below. b. For Hired Physical Damage Coverage provided by paragraph a. above: (1) The most we will pay for "loss" to any hired "auto" is the lesser of: (a) $75,000 for "autos" of the private passenger type and $50,000 for all other "autos"; (b) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) The Deductible is the largest Deductible for the applicable coverage for an "auto" you own. (3) This insurance is excess over any other valid and collectible insurance, whether such insurance is primary, excess, contingent or on any other basis. 2. Towing — Any Covered Autos The following replaces Paragraph A.2. Towing of Section III — Physical Damage Coverage: We will pay up to $100 for towing and, if labor is performed at the place of disablement, labor costs incurred each time a covered "auto" is disabled if a premium charge for towing and labor is shown in the Schedule or the Declarations. 3. Transportation Expenses Increased In Paragraph A.4.a. Transportation Expenses of Section III — Physical Damage Coverage, the amounts we will pay amounts we will pay for temporary transportation expenses incurred by you because of the total theft of a covered "auto" of the private passenger type are increased to $75 per day, to a maximum of $2,250. 4. Loss of Use Expenses Increased The following replaces the last paragraph in Paragraph AA.b. Loss Of Use Expenses of Section III — Physical Damage Coverage: However, the most we will pay for any expenses for loss of use is $1,000. 5. Other Coverage Extensions If you have Physical Damage Coverage, the following are added to Paragraph A.4. Coverage Extensions of Section III — Physical Damage Coverage: VCA 20106 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 5 Copyright 2018, �•x a. Airbag Discharge We will pay to reset or replace a covered "auto's" airbag that accidentally discharges without the "auto" being involved in an "accident" if the airbag is not covered under a manufacturer's warranty and you did not intentionally cause the discharge. No Deductible applies to this Coverage Extension. b. Auto Theft Reward If you have Comprehensive or Specified Cause of Loss Coverage, we will pay a reward up to $2,000 for information leading to the arrest and conviction of anyone stealing a covered "auto". But we will not pay a reward to you, any family members or "employees" or any public officials while performing their duties. c. Loan/Lease Gap Coverage If a covered "auto" is subject to a long-term loan or lease that requires, in writing, that the lender or lessor be an additional "insured", and you are legally obligated for the remaining balance on the loan or lease, we will pay the difference between the actual cash value of the "auto" at the time of "loss" and the remaining balance on your loan or lease. But we will not pay for: (1) Any amount paid under the policy's Physical Damage Coverage; or (2) Any amounts for abnormal or excess wear and tear, additional or high mileage charges, carry-over balances from previous loans or leases, extended warranties or insurance purchased with the loan or lease, lease termination fees, taxes, overdue payments, unreturned security deposits or any penalties, interest or charges resulting from overdue payments. d. Rental Reimbursement We will pay for expenses to rent an "auto" of the private passenger type because of "loss" to a covered "auto" of the private passenger type. But: (1) We will only pay expenses incurred during the policy period at the time of the "loss" and ending, regardless of the policy period, six days after the "loss". (2) The most we will pay is the lesser of: (a) Reasonable and necessary expenses actually incurred; or (b) $50 per day. (3) This coverage does not apply if a spare or reserve "auto" is available to you. (4) If "loss" is because of the total theft of a covered "auto", we will pay only those amounts that are not already covered under Transportation Expenses. No Deductible applies to this Coverage Extension. 6. Diminution in Value The following is added to Exclusion 6.6. of Section III — Physical Damage Coverage: This exclusion does not apply to "diminution in value" of a covered "auto" of the private passenger type used in the conduct of the "insured's" business that is leased, rented, hired or borrowed without a driver for a period of 30 days or less. But the most we will pay for such "diminution in value" is the lesser of: a. 20 percent of the actual cash value of the "auto" as of the time of the "loss"; or b. $7,500. 7. Communications Equipment The following is added to Paragraph B. Exclusions of Section III — Physical Damage Coverage: Exclusions 4.c. and 4.d. do not apply to communications equipment, including its antenna and other accessories, that is permanently installed in, and not removable from, a covered "auto" and designed for use as a: a. Citizen's band radio; b. Two-way mobile radio or telephone; VCA 201 0618 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 5 Copyright 2018, �•x c. Scanning monitor receiver; or d. GPS navigation system. No Deductible applies to "loss" to such communications equipment. But the most we will pay for all such communications equipment is $5,000 for any one "loss". 8. Deductible Waived For Glass Repair The following is added to Paragraph D. Deductible of Section III — Physical Damage Coverage: No Deductible applies if glass that is damaged is repaired rather than replaced. D. Section IV — Business Auto Conditions 1. Duties in the Event of Accident, Claim, Suit or Loss The following is added to Paragraph A.2. Duties in the Event of Accident, Claim, Suit or Loss of Section IV — Business Auto Conditions: The requirements that you must notify us of an "accident", claim, "suit" or "loss", or send us documents concerning a claim or "suit", apply only if the "accident", claim, "suit" or "loss" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An "executive officer" or insurance or risk manager, if you are a corporation; or (4) A manager, if you are a limited liability company. The requirement that you must notify us as soon as practicable of an "accident", claim, "suit" or "loss" does not apply if you report the "accident", claim, "suit" or "loss" to your workers' compensation insurer and the "accident", claim, "suit" or "loss" later develops into a liability claim for which coverage is provided by this policy. But as soon as you become aware that an "accident", claim, "suit" or "loss" is a liability claim rather than a workers' compensation claim, you must comply with all parts of Paragraph A.2. Duties in the Event of Accident, Claim, Suit or Loss of Section IV — Business Auto Conditions. 2. Waiver of Subrogation When Required by Written Contract or Agreement The following is added to Paragraph A.5. Transfer of Rights of Recovery Against Others to Us of Section IV — Business Auto Conditions: We will waive any right of recovery against any person or organization because of payments we make for "bodily injury" or "property damage" arising out of the ownership, maintenance or use of a covered "auto" when you have assumed liability for such "bodily injury" or "property damage" under an "insured contract", but only if the "insured contract" is executed before the "accident" or "loss" occurs. E. Section V — Definitions 1. Bodily Injury — Includes Mental Anguish The following is added to Paragraph C. of Section V — Definitions: "Bodily injury" includes mental anguish resulting from bodily injury, sickness, or disease sustained by a person at any time. 2. Executive Officer The following is added to Section V — Definitions: "Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 5 Copyright 2018, INSURED: AMS.NET, INC POLICY#: 7110086830018 POLICY PERIOD: oai242023 TO: 08242024 •Ir._ COMMERCIAL GENERAL LIABILITI f THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BROAD FORM GENERAL LIABILITY ENDORSEMENT - TECHNOLOGY COMPANIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement extends certain coverages. The following listing and the headers in this endorsement are only for convenience. Provisions in this endorsement might be modified by other endorsements. Read the entire policy carefully to determine rights, duties and what is and is not covered. A. Section I — Coverages 1. Expected or Intended Injury (Property Damage) 2. Non -Owned Aircraft and Watercraft Under 55 Feet 3. Broadened Property Damage — Rented Premises, Borrowed Equipment and Use of Elevators 4. Personal and Advertising Injury Exclusions a. Insureds in Media and Internet Type Businesses b. Electronic Chatrooms or Bulletin Boards 5. Medical Payments — Increased Limits and Time Period 6. Product Recall Expense Coverage 7. Supplementary Payments — Cost of Bail Bonds and Loss of Earnings B. Section II — Who is an Insured 1. Broadened Named Insured 2. Additional Insured — Broad Form Vendor 3. Additional Insured — Written Contract, Agreement, Permit or Authorization A. Section I — Coverages 4. Incidental Malpractice by Employed Physicians, Nurses, EMTs and Paramedics 5. User of Covered Watercraft 6. Newly Acquired or Formed Organizations C. Section III — Limits of Insurance — Aggregate Limit Per Location D. Section IV — Commercial General Liability Conditions 1. Duties in Event of Occurrence, Offense, Claim or Suit 2. Waiver of Subrogation When Required by Written Contract or Agreement E. Section V — Definitions 1. Bodily Injury — Includes Mental Anguish 2. Coverage Territory — Worldwide 3. Mobile Equipment — Self -Propelled Snow Removal, Road Maintenance and Street Cleaning Equipment Less than 1,000 Pounds Gross Vehicle Weight 1. Expected or Intended Injury (Property Damage) The following is added to Exclusion 2.a. Expected Or Intended Injury of Section I — Coverages — Coverage A — Bodily Injury and Property Damage Liability: This exclusion does not apply to "property damage" resulting from the use of reasonable force to protect persons or property. 2. Non -Owned Aircraft and Watercraft Under 55 Feet a. The following is added to Exclusion 2.g. Aircraft, Auto or Watercraft of Section I — Coverages — Coverage A — Bodily Injury and Property Damage Liability: This exclusion does not apply to an aircraft that is: (a) Hired, chartered or loaned with a paid crew; and (b) Not owned by any insured. b. The following replaces Exclusion 2.g.(2)(a) of Section I — Coverages — Coverage A — Bodily Injury and Property Damage Liability: (a) Less than 55 feet long; and VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 9 Copyright 2017, INSURED �.�w.= _ -- --� - -�- _ - - - c. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV — x Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for aircraft or watercraft not owned by any insured, whether such insurance is primary, excess, contingent or on any other basis. 3. Broadened Property Damage — Rented Premises, Borrowed Equipment and Use of Elevators a. The following is added to Exclusion 2.j. Damage To Property of Section I — Coverages — Coverage A — Bodily Injury and Property Damage Liability: Paragraph (1) of this exclusion does not apply to "property damage" to real property you rent or temporarily occupy with permission of the owner. Paragraph (4) of this exclusion does not apply to "property damage" to equipment you borrow while at a job site if the equipment is not being used by anyone to perform work or operations at the time of loss. Paragraphs (3), (4) and (6) of this exclusion do not apply to "property damage" arising out of the use of elevators at premises you own, rent, lease or occupy. b. The following replaces Paragraph 6. of Section III — Limits Of Insurance: 6. Subject to Paragraph 5. above, the Damage to Premises Rented to You Limit shown in the Declarations is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you or occupied by you with permission of the owner. If a Damage to Premises Rented to You Limit is not shown in the Declarations, that Limit will be $500,000. c. The following is added to Paragraph b.(1) of Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for real property you rent or temporarily occupy with the permission of the owner, borrowed equipment or use of elevators, whether such insurance is primary, excess, contingent or on any other basis. 4. Personal and Advertising Injury Exclusions a. Insureds in Media and Internet Type Businesses The following replaces Exclusion 2.j. Insureds In Media And Internet Type Businesses of Section I — Coverages — Coverage B — Personal and Advertising Injury Liability: "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; or (2) Designing or determining content of web sites for others. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "personal and advertising injury" under the Definitions section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising for you, is not by itself considered the business of advertising, broadcasting, publishing or telecasting. b. Electronic Chatrooms or Bulletin Boards The following replaces Exclusion 2.k. Electronic Chatrooms Or Bulletin Boards of Section I — Coverages — Coverage B — Personal and Advertising Injury Liability: "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns or maintains for others. 5. Medical Payments — Increased Limits and Time Period The following provisions are modified only if Coverage C is not otherwise excluded by the provisions of this Coverage Part or any endorsement. a. The following replaces Paragraph a.(3)(b) in Paragraph 1. Insuring Agreement of Section I — Coverage C — Medical Payments: (b) The expenses are incurred and reported to us within three years of the date of the accident; and VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright 2017, V7... er �. Page 2 of 9 b. The following is added to Paragraph 7. of Section III — Limits Of Insurance: The Medical Expenses Limit for Coverage C is the greater of $15,000 per person or the amount shown in the Declarations. 6. Product Recall Expense Coverage a. The following is added to Section I — Coverages: Product Recall Expense Schedule Product Recall Aggregate Limit $ 50,000 Each Product Recall Limit $ 25,000 Each Product Recall Deductible $1,000 The limits and deductible in this Schedule apply to Product Recall Expense Coverage unless other amounts are shown in the Declarations. PRODUCT RECALL EXPENSE COVERAGE We will pay "product recall expense" incurred by you or on your behalf for a "covered recall" to which this insurance applies. This insurance applies to "product recall expense" for a "covered recall" that takes place in the "coverage territory' and during the policy period. The amount we will pay for "product recall expense" is limited as described in Section III — Limits Of Insurance. We will only pay the amount of "product recall expense" in excess of the Each Product Recall Deductible shown in the Schedule above. You must pay the Each Product Recall Deductible for each "covered recall" that is initiated. b. The following is added to Section III — Limits Of Insurance: The Product Recall Aggregate Limit shown in the Schedule above is the most we will pay for the sum of all "product recall expense" incurred for all "covered recalls" initiated during the policy period. Subject to the Product Recall Aggregate Limit, the Each Product Recall Limit shown in the Schedule above is the most we will pay for all "product recall expenses" arising out of any one "covered recall" for the same defect or deficiency. c. The following is added Section IV— Commercial General Liability Conditions: Duties In The Event Of "Covered Recall" 1. You must report a "covered recall" to us as soon as practicable and no later than 30 days after you discover or are made aware of such recall. 2. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3. You must see to it that the following are done as soon as practicable after an actual or anticipated "covered recall" that may result in "product recall expense": (a) Give us notice of any discovery or notification that "your product" must be withdrawn or recalled, including a description of "your product" and the reason for the withdrawal or recall; (b) Cease any further release, shipment, consignment or any other method of distribution of such product, as well as any similar products, until it has been determined that all such products are free from defects that could result in "product recall expense"; (c) As often as may be reasonably required, permit us to: (1) Inspect "your product" and take damaged and undamaged samples of "your products" for inspection, testing and analysis; and (2) Examine and make copies from your books and records; (d) Within 60 days of our request and providing you the necessary forms, send us a signed, sworn proof of loss containing the information we request to settle the claim; and VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 9 Copyright 2017, M (e) Permit us to examine any insured under oath, while not in the presence of any other insured, at such times as may reasonably be required, about any matter relating to this FM insurance or your claim, including an insured's books and records. An insured's answers to rINK the examination must be signed. d. The following are added to Section V — Definitions: "Covered recall" means a recall of "your product" made necessary because the insured or a government entity has determined that a known or suspected defect, deficiency, inadequacy or dangerous condition in "your product" has resulted in, or will result in, "bodily injury" or "property damage". "Product recall expense": a. Means the following necessary and reasonable extra expenses incurred by you or on your behalf exclusively for the purpose of recalling "your product": (1) Expenses for communications, including broadcast announcements or printed "advertisements" and associated stationery, envelopes and postage; (2) Expenses for shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Expenses for overtime paid to your regular non -salaried "employees"; (4) Expenses for hiring "temporary workers"; (5) Expenses incurred by "employees", including transportation and accommodations; (6) Expenses to rent additional warehouse or storage space; or (7) Expenses for proper disposal of "your product" if the disposal is necessary to avoid "bodily injury" or "property damage" and is other than regularly used to discard, trash or dispose of "your product". b. Does not include the following: (1) Damages, fines or penalties; (2) Defense expenses; (3) The cost of regaining your market share, goodwill, revenue or profit; or (4) Any expenses resulting from: (a) Failure of any product to accomplish its intended purpose; (b) Breach of warranties of fitness, quality, durability or performance; (c) Loss of customer approval, or any cost incurred to regain customer approval; (d) Redistribution or replacement of "your product" that was recalled with like products or substitutes; (e) The insured's caprice or whim; (f) A condition any insured knew, or had reason to know, of at the inception of this insurance that was likely to cause loss; or (g) Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. 7. Supplementary Payments — Cost of Bail Bonds and Loss of Earnings The following replaces Paragraphs 1.b. and 1.d. of Supplementary Payments — Coverages A and B in Section I — Coverages: b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $250 a day because of time off from work. VCG 207 06 18 Includes copyrighted material of Insurance Services Of0ce, Inc., with its permission. Page 4 of 9 Copyright 2017, B. Section II — Who is an Insured 1. Broadened Named Insured Section II — Who Is An Insured is amended to include as a Named Insured any legally incorporated entity in which you maintain ownership of more than 50 percent of the voting stock on the effective date of this endorsement, but only if there is no other similar insurance available to that organization. This insurance does not apply to any organization that is an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 2. Additional Insured — Broad Form Vendor a. Section II — Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as "vendor") with whom you have agreed in a written contract or agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" that are distributed or sold in the regular course of the vendor's business. But none of these vendors are an additional insured: (1) If the "products -completed operations hazard" is excluded under the Coverage Part or by endorsement; (2) If the vendor is a person or organization from whom you have acquired the products, or any ingredient, part or container entering into, accompanying or containing those products; (3) For "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 unless that the vendor would have otherwise been liable for such "bodily injury" or "property damage" in the absence of that contract or agreement; or (4) For "bodily injury' or "property damage" caused by or arising out of: (a) Any express warranty not authorized by you; (b) Any physical or chemical change in the product made intentionally by the vendor; (c) 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; (d) 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; (e) Operations to demonstrate, install, service or repair, except those operations performed at the vendor's premises in connection with the sale of the product; (f) 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 (g) The sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf, unless such act or omission is: (i) In the course of repackaging "your products" in the original container after unpacking solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer; (ii) A demonstration, installation, servicing or repair operation of "your products" performed at the vendor's premises in connection with the sale of the product; or (III) An inspection, adjustment, test or servicing of "your products" 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. The insurance afforded to such vendor under Paragraph a. above: (1) Applies only to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide to such vendor. VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 9 Copyright 2017, c. The following is added to Section III — Limits Of Insurance: The most we will pay on behalf of a vendor that qualifies as an additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This provision does not increase the applicable Limits of Insurance shown in the Declarations. 3. Additional Insured — Written Contract, Agreement, Permit or Authorization a. Section II — Who Is An Insured is amended to include as an additional insured any person or organization with whom you have agreed in a written contract, agreement, permit or authorization to provide insurance but only with respect to liability for injury or damage caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf for: (1) "Bodily injury', "property damage" or "personal and advertising injury' in the performance of your ongoing operations, and only until your operations are completed, for such person or organization at the location designated in the contract, agreement, permit or authorization; (2) "Bodily injury', "property damage" or "personal and advertising injury' in the maintenance, operation or use of equipment leased to you by such person or organization; or (3) "Bodily injury", "property damage" or "personal and advertising injury" in connection with premises you own, rent, lease or occupy. b. The insurance afforded to an additional insured under Paragraph a. above does not apply: (1) Unless: (a) The contract or agreement is executed, or the permit or authorization is issued, before the "bodily injury", "property damage" or "personal and advertising injury' occurs; and (b) The contract, agreement, permit or authorization is in effect or becomes effective during the policy period. (2) To any: (a) Person or organization included as an insured under any other provision of this policy, including this or any other endorsement; (b) Lessor of equipment after the equipment lease terminates or expires; (c) Owner or other interests from whom land has been leased; (d) Manager or lessor of premises if: (i) The "occurrence" takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury', "property damage" or "personal and advertising injury' arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. (e) Person or organization if the "bodily injury", "property damage" or "personal and advertising injury' arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (i) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (ii) 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 the failure to render any professional architectural, engineering or surveying services; or VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 9 Copyright 2017, V (f) "Bodily injury" or "property damage" occurring after: ME (i) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (ii) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. c. The insurance afforded to an additional insured under Paragraph a. above: (1) Applies only to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract, agreement, permit or authorization to provide to such additional insured. d. With respect to the insurance afforded to an additional insured under Paragraph a. above: (1) The following is added to Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions: Regardless of the provisions of Paragraphs a. and b. above, this insurance is primary to, and will not seek contribution from, any other insurance available to an additional insured if: (1) Such additional insured is a Named Insured under that other insurance; and (2) You have agreed in the contract, agreement, permit or authorization that this insurance would be primary and would not seek contribution from any other insurance available to such additional insured. (2) The following is added to Section III — Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract, agreement, permit or authorization; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This provision does not increase the applicable Limits of Insurance shown in the Declarations. 4. Incidental Malpractice by Employed Physicians, Nurses, EMTs and Paramedics a. The following is added to Paragraph 2.a.(1)(d) of Section II — Who Is An Insured: But an "employee" or "volunteer worker" employed or volunteering as a physician, dentist, nurse, emergency medical technician or paramedic is an insured if you are not engaged in the business or occupation of providing professional health care services. b. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured for coverage for insured "employee" or volunteer worker who is a physician, dentist, nurse, emergency medical technician or paramedic, whether such insurance is primary, excess, contingent or on any other basis. 5. User of Covered Watercraft a. Section II — Who Is An Insured is amended to include as an additional insured any person or organization who uses, or is responsible for the use of, a watercraft covered by this policy if the use is with your express or implied consent. But no such person or organization is an insured with respect to: a. "Bodily injury" to that person's or organization's "employee"; or b. "Property damage" to property: (1) Owned, occupied or used by; or (2) In the care, custody or control of, rented to or over which physical control is being exercised for any purpose by; that person or organization. VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 9 Copyright 2017, b. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured for use of, or responsibility for use of, a watercraft covered by this policy, whether such insurance is primary, excess, contingent or on any other basis. 6. Newly Acquired or Formed Organizations The following replaces Paragraph 3.a. of Section II — Who Is An Insured: a. Coverage under this provision is afforded only until the end of the policy period; C. Section III — Limits of Insurance — Aggregate Limit Per Location The following is added to Paragraph 2. of Section III — Limits Of Insurance: The General Aggregate Limit applies separately to each "location" of yours. As used in this provision, "location" means premises you own, rent or lease involving the same or connecting lots, or whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. D. Section IV — Commercial General Liability Conditions 1. Duties in the Event of Occurrence, Offense, Claim or Suit The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions: The requirements that you must notify us of an "occurrence", offense, claim or "suit", or send us documents concerning a claim or "suit", apply only if the "occurrence", offense, claim or "suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An "executive officer" or insurance or risk manager, if you are a corporation; or (4) A manager, if you are a limited liability company. The requirement that you must notify us as soon as practicable of an "occurrence" or an offense that may result in a claim does not apply if you report the "occurrence" or offense to your workers' compensation insurer and that "occurrence" or offense later develops into a liability claim for which coverage is provided by this policy. But as soon as you become aware that an "occurrence" or offense is a liability claim rather than a workers' compensation claim, you must comply with all parts of Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions. 2. Waiver of Subrogation When Required by Written Contract or Agreement The following is added to Paragraph 8. Transfer of Rights of Recovery Against Others to Us of Section IV — Commercial General Liability Conditions: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" included within the "products -completed operations hazard" if the operations or work is done under a written contract or agreement with that person or organization, but only if the contract or agreement is executed before the "bodily injury" or "property damage" occurs and requires you to waive your rights of recovery. E. Section V — Definitions 1. Bodily Injury — Includes Mental Anguish The following is added to Paragraph 3. of Section V — Definitions: "Bodily injury" includes mental anguish resulting from bodily injury, sickness, or disease sustained by a person at any time. 2. Coverage Territory — Worldwide The following replaces Paragraph 4. of Section V — Definitions: 4. "Coverage territory" means anywhere other than a country or jurisdiction that is subject to trade or other economic sanction or embargo by the United States of America. But the insured's VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 9 Copyright 2017, .C.S..��Eir..L�'VrL'�_Srr�--Wr- .� � i �r -.___ %i. :'r �� � � � � � '}' __ � f. _ � �C'.-'�sisL A'tif`wof�rsaiV ..1� �f„L: �7ia responsibility to pay damages must be determined in a settlement we agree to or in a "suit' on the merits brought within the United States of America (including its territories and possessions), Puerto Rico or Canada. IN 3. Mobile Equipment — Self -Propelled Snow Removal, Road Maintenance and Street Cleaning Equipment Less than 1,000 Pounds Gross Vehicle Weight The following is added after Paragraph 12.f.(1) of Section V — Definitions: But a self-propelled vehicle of less than 1,000 pounds gross vehicle weight that is maintained primarily for purposes other than transportation of persons or cargo with permanently attached equipment for snow removal, road maintenance (other than construction or resurfacing) or street cleaning will be considered "mobile equipment' and not an "auto". VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 9 of 9 Copyright 2017, INSURED: AMs.NET, INc POLICY#: 16099221 POLICY PERIOD: 12/01/2024 TO: 02i01/2025 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSU RANCE POLICY WC 00 03 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule State Person or Organization Job Description California This endorsement provides a blanket waiver of subrogation applicable to all jobs for persons or organizations whom the Named Insured has agreed by written contract to furnish this waiver. The charge for this endorsement shall be 5% of total manual premium, subject to a minimum premium of $250. This charge will be billed on your next invoice based on current manual premium, and the final charge will be calculated and billed at the final audit. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. WC 00 03 13 (Ed. 04-84) © 1983 National Council on Compensation Insurance. INSURED: AMS.NET, INC POLICY #: 7110086830018 POLICY PERIOD: 08/24/2023 TO: 08/24/2024 OIL— COMMERCIAL GENERAL LIABILITY CG 20 01 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. CG 20 01 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 E-INSURED