Loading...
HomeMy WebLinkAbout24I176 - South County Industrial Emergency CouncilCONTRACT 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: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) ARFF Command and Control Training South County Industrial Emergency Council Rick Franchi rfranchi@iectraining.org Training class to gain understanding of what happens during and after a serious airport crash. $8,500.00 September 9, 10, and 12, 2024 N/A Rick Franchi; rfranchi@iectraining.org Bruce Meisenbach; bmeisenbach@iectraining.org Fire Chief Paul Alvarado N/A 24I176 N/A Yes Yes Yes Procurement N/A No 1 Quote N/A N/A N/A 7/29/2024 Lois Casman Docusign Envelope ID: DDB8B4E9-2607-4028-8C21-7D91A285AAEC Revised 12.21.23 Page 1 of 18 CONTRACT SERVICES AGREEMENT 24I176 ARFF COMMAND AND CONTROL TRAINING THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on August 6, 2024, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and South County Industrial Emergency Council, a California Nonprofit 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 vendor to provide certified emergency response team training on ARFF Command and Control, for the Palm Springs Fire Department, (“Project”). B. Contractor has submitted to City a proposal to provide ARFF Command and Control Training, 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: DDB8B4E9-2607-4028-8C21-7D91A285AAEC Revised 12.21.23 Page 2 of 18 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 $8,500.00. 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 schedule of fees 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: DDB8B4E9-2607-4028-8C21-7D91A285AAEC Revised 12.21.23 Page 3 of 18 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 one week, commencing on September 9, 2024, and ending on September 12, 2024, 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: DDB8B4E9-2607-4028-8C21-7D91A285AAEC Revised 12.21.23 Page 4 of 18 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: Rick Franchi, ARFF Program Coordinator. 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: DDB8B4E9-2607-4028-8C21-7D91A285AAEC Revised 12.21.23 Page 5 of 18 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: Rick Franchi ARFF Program Coordinator 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: DDB8B4E9-2607-4028-8C21-7D91A285AAEC Revised 12.21.23 Page 6 of 18 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: DDB8B4E9-2607-4028-8C21-7D91A285AAEC Revised 12.21.23 Page 7 of 18 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: DDB8B4E9-2607-4028-8C21-7D91A285AAEC Revised 12.21.23 Page 8 of 18 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: DDB8B4E9-2607-4028-8C21-7D91A285AAEC Revised 12.21.23 Page 9 of 18 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: South County Industrial Emergency Council Attention: Rick Franchi 1301 Shoreway Rd. #375 Belmont, CA 94002 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: DDB8B4E9-2607-4028-8C21-7D91A285AAEC Revised 12.21.23 Page 10 of 18 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: DDB8B4E9-2607-4028-8C21-7D91A285AAEC Revised 12.21.23 Page 11 of 18 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND SOUTH COUNTY INDUSTRIAL EMERGENCY COUNCIL 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: DDB8B4E9-2607-4028-8C21-7D91A285AAEC 8/7/2024 8/7/2024 8/7/2024 Revised 12.21.23 Page 12 of 18 EXHIBIT “A” SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance Docusign Envelope ID: DDB8B4E9-2607-4028-8C21-7D91A285AAEC Revised 12.21.23 Page 13 of 18 Contractor will provide certified emergency response team training on ARFF Command and Control, for the Palm Springs Fire Department. Contractor will provide all training on site at the Palm Springs location, unless agreed in advance to offsite training locations. Contractor will provide 1 Instructor, all books, equipment, and supplies. COURSE DESCRIPTION: ARFF Command and Control 8 Hours x 3 days This one-day class is taught by Retired Fire Chief Dale Carnes. Chief Carnes will share lessons learned during his firsthand experience with a large-scale plane crash as well as countless other incidents such as engine fires, wheel assembly fires, tug vs aircraft, etc., all of which occurred at airport(s) under his command. In this class, you will gain an understanding of what happens during and after a serious airport crash. With his dynamic teaching style, Chief Carnes will provide knowledge of not only theory, but also what truly occurs post incident and going beyond just the theory, you will obtain a set of practical tools that you can apply right away in your own department. This course is intended for command or potential command-level officers at airport fire departments. It builds on the basics from Aircraft Rescue and Firefighting (ARFF) school to prepare the ARFF Incident Commander for Incident organization, size-up, initial radio reports/follow-up reports, tactical priorities and decision making, tactical assignments and benchmarking, communications, SOG development, and more. COST $ 8,500.00 Docusign Envelope ID: DDB8B4E9-2607-4028-8C21-7D91A285AAEC Revised 12.21.23 Page 14 of 18 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: DDB8B4E9-2607-4028-8C21-7D91A285AAEC Revised 12.21.23 Page 15 of 18 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: DDB8B4E9-2607-4028-8C21-7D91A285AAEC Revised 12.21.23 Page 16 of 18 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: DDB8B4E9-2607-4028-8C21-7D91A285AAEC Revised 12.21.23 Page 17 of 18 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: DDB8B4E9-2607-4028-8C21-7D91A285AAEC Revised 12.21.23 Page 18 of 18 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: DDB8B4E9-2607-4028-8C21-7D91A285AAEC South County Industrial Emergency Council Director of Operations 8/7/2024 Rick Franchi CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$40.00 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:South County Industrial Emergency Council DBA: Owner:South County Industrial Emergency Council Mailing Address:1301 Shoreway RD STE 375 BELMONT, CA 94002 License Number:OC-007037-2024 Expiration Date:07/31/2025 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:1301 SHOREWAY RD SUITE 375, BELMONT, CA 94002 Business Description:EMERGENCY TRAINING SERVICES NON PROFIT TO BE POSTED IN A CONSPICUOUS PLACE Docusign Envelope ID: DDB8B4E9-2607-4028-8C21-7D91A285AAEC 08/05/2024 Venture Guard Insurance Services 155 Montgomery Street Suite 507 San Francisco CA 94104 Kim Gardynecki (800) 267-0311 kim.gardynecki@ventureguardins.com South County Industrial Emergency Council 1301 Shoreway Road #375 Belmont CA 94002 Hiscox Insurance Company American Fire and Casualty Company AmWINS Access Insurance Services, LLC 24/25 GL/AL/XS/WC A Y Y MPL1458851.24 07/23/2024 07/23/2025 1,000,000 50,000 5,000 1,000,000 3,000,000 1,000,000 B Y BAA60153683 07/20/2024 07/20/2025 1,000,000 Uninsured/Underinsured Motorist BI 100,000 C Y Y 1171263-24 04/10/2024 04/10/2025 1,000,000 1,000,000 1,000,000 A Professional Liability MPL1458851.24 07/23/2024 07/23/2025 General Aggregate $1,000,000 Defense of Licensing Proceedings (Sep Lim) $10,000 Subpoena Assistance (Seperate Limit) $10,000 The City of Palm Springs, its officials, employees and agents are included as Additional Insured on a Primary and Non-Contributory basis when required by written contract. Waiver of subrogation is included on the General Liability and the Workers Compensation. 30 day written notice of cancellation/10 day for non-payment. City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs CA 92262 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 Docusign Envelope ID: DDB8B4E9-2607-4028-8C21-7D91A285AAEC Medical payments MEDPM 5,000 Surcharges SURC $705.99 Premium discount PDIS $144.53 Experience Mod Factor 1 EXP01 -$2,703.51 ADDITIONAL COVERAGES Ref #Description Edition DateForm No.Coverage Code Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref #Description Coverage Code Form No.Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Copyright 2001, AMS Services, Inc.OFADTLCV Docusign Envelope ID: DDB8B4E9-2607-4028-8C21-7D91A285AAEC 48102ofCOMMERCIAL AUTO AC 85 43 06 18 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. CALIFORNIA BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT 2018 Liberty Mutual Insurance AC 85 43 06 18 Page 1 of 7IncludescopyrightedmaterialofInsuranceServicesOffice,Inc.,with its permission. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement,the provisions of the policy apply unless modified by the endorsement. If the policy to which this endorsement is attached also contains a Business Auto Coverage Enhancement Endorsement with a specific state named in the title,this endorsement does not apply to vehicles garaged in that specified state. COVERAGE INDEX SUBJECT PROVISION NUMBER ACCIDENTAL AIRBAG DEPLOYMENT 12 ADDITIONAL INSURED BY CONTRACT,AGREEMENT OR PERMIT 3 AMENDED DUTIES IN THE EVENT OF ACCIDENT,CLAIM,SUIT OR LOSS 20 AMENDED FELLOW EMPLOYEE EXCLUSION 5 AUDIO,VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 14 BODILY INJURY REDEFINED 24 EMPLOYEES AS INSUREDS (Including Employee Hired Auto)2 EXTRA EXPENSE -BROADENED COVERAGE 10 GLASS REPAIR -WAIVER OF DEDUCTIBLE 16 HIRED AUTO COVERAGE TERRITORY 22 HIRED AUTO PHYSICAL DAMAGE (Including Employee Hired Auto)6 LOAN /LEASE GAP (Coverage Not Available In New York)15 NEWLY FORMED OR ACQUIRED SUBSIDIARIES 1 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE)17 PERSONAL EFFECTS COVERAGE 11 PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM 13 PRIMARY AND NON-CONTRIBUTORY -WRITTEN CONTRACT OR WRITTEN AGREEMENT 23 RENTAL REIMBURSEMENT 9 SUPPLEMENTARY PAYMENTS 4 TOWING AND LABOR 7 TWO OR MORE DEDUCTIBLES 18 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 19 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 21 SECTION II -LIABILITY COVERAGE is amended as follows: 1.NEWLY FORMED OR ACQUIRED SUBSIDIARIES SECTION II -LIABILITY COVERAGE ,Paragraph A.1.Who Is An Insured is amended to include the following as an "insured": d.Any legally incorporated subsidiary of which you own more than 50 percent interest during the policy period.Coverage is afforded only for 90 days from the date of acquisition or formation. However,"insured"does not include any organization that: (1)Is a partnership or joint venture;or (2)Is an "insured"under any other automobile policy except a policy written specificall y to apply in excess of this policy;or (3)Has exhausted its Limit of Insurance or had its policy terminated under any other automobile policy. Docusign Envelope ID: DDB8B4E9-2607-4028-8C21-7D91A285AAEC 49102of601536830023952702018 Liberty Mutual Insurance AC 85 43 06 18 Page 2 of 7IncludescopyrightedmaterialofInsuranceServicesOffice,Inc.,with its permission. Coverage under this provision d.does not apply to "bodily injury"or "property damage"that occurred before you acquired or formed the organization. 2.EMPLOYEES AS INSUREDS SECTION II -LIABILITY COVERAGE ,Paragraph A.1.Who Is An Insured is amended to include the following as an "insured": e.Any "employee"of yours while using a covered "auto"you do not own,hire or borrow but only for acts within the scope of their employment by you.Insurance provided by this endorsement is excess over any other insurance available to any "employee". f.Any "employee"of yours while operating an "auto"hired or borrowed under a written contract or agreement in that "employee’s"name,with your permission,while performing duties related to the conduct of your business and within the scope of their employment.Insurance provided by this endorsement is excess over any other insurance available to the "employee". 3.ADDITIONAL INSURED BY CONTRACT,AGREEMENT OR PERMIT SECTION II -LIABILITY COVERAGE ,Paragraph A.1.Who Is An Insured is amended to include the following as an "insured": g.Any person or organization with respect to the operation,maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract,written agreement,or permit issued to you by governmental or public authority,to add such person,or organization,or governmental or public authority to this policy as an "insured". However,such person or organization is an "insured": (1)Only with respect to the operation,maintenance or use of a covered "auto"; (2)Only for "bodily injury"or "property damage"caused by an "accident"which takes place after you executed the written contract or written agreement,or the permit has been issued to you; and (3)Only for the duration of that contract,agreement or permit. The "insured"is required to submit a claim to any other insurer to which coverage could apply for defense and indemnity.Unless the "insured"has agreed in writing to primary noncontributory wording per enhancement number 24,this policy is excess over any other collectible insurance. 4.SUPPLEMENTARY PAYMENTS SECTION II -LIABILITY COVERAGE ,Coverage Extensions,2.a.Supplementary Payments ,Paragraphs (2)and (4)are replaced by the following: (2)Up to $3,000 for cost of bail bonds (including bonds for related traffic 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. 5.AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where,by law,fellow "employees"are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule,or similar protection,the following provi- sion is added: SECTION II -LIABILITY ,Exclusion B.5.Fellow Employee does not apply if the "bodily injury"results from the use of a covered "auto"you own or hire if you have workers compensation insurance in force for all of your "employees"at the time of "loss". This coverage is excess over any other collectible insurance. SECTION III -PHYSICAL DAMAGE COVERAGE is amended as follows: 6.HIRED AUTO PHYSICAL DAMAGE Paragraph A.4.Coverage Extensions of SECTION III -PHYSICAL DAMAGE COVERAGE ,is amended by adding the following: If hired "autos"are covered "autos"for Liability Coverage,and if Comprehensive,Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto"you own,then the Physical Damage coverages provided are extended to "autos": Docusign Envelope ID: DDB8B4E9-2607-4028-8C21-7D91A285AAEC 50102of2018 Liberty Mutual Insurance AC 85 43 06 18 Page 3 of 7IncludescopyrightedmaterialofInsuranceServicesOffice,Inc.,with its permission. a.You hire,rent or borrow;or b.Your "employee"hires or rents under a written contract or agreement in that "employee’s"name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: a.The most we will pay for "loss"in any one "accident"or "loss"is the smallest of: (1)$50,000;or (2)The actual cash value of the damaged or stolen property as of the time of the "loss";or (3)The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality,minus a deductible. b.The deductible will be equal to the largest deductible applicable to any owned "auto"for that coverage. c.Subject to the limit,deductible and excess provisions described in this provision,we will provide coverage equal to the broadest coverage applicable to any covered "auto"you own. d.Subject to a maximum of $1,000 per "accident",we will also cover the actual loss of use of the hired "auto"if it results from an "accident",you are legally liable and the lessor incurs an actual financial loss. e.This coverage extension does not apply to: (1)Any "auto"that is hired,rented or borrowed with a driver;or (2)Any "auto"that is hired,rented or borrowed from your "employee"or any member of your "employee’s"household. Coverage provided under this extension is excess over any other collectible insurance available at the time of "loss". 7.TOWING AND LABOR SECTION III -PHYSICAL DAMAGE COVERAGE ,Paragraph A.2.Towing ,is amended by the addition of the following: We will pay towing and labor costs incurred,up to the limits shown below,each time a covered "auto" classified and rated as a private passenger type,"light truck"or "medium truck"is disabled: a.For private passenger type vehicles,we will pay up to $75 per disablement. b.For "light trucks",we will pay up to $75 per disablement."Light trucks"are trucks that have a gross vehicle weight (GVW)of 10,000 pounds or less. c.For "medium trucks",we will pay up to $150 per disablement."Medium trucks"are trucks that have a gross vehicle weight (GVW)of 10,001 -20,000 pounds. However,the labor must be performed at the place of disablement. 8.PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a.Coverage Extensions,Transportation Expenses of SECTION III -PHYSICAL DAMAGE COVERAGE ,is amended to provide a limit of $50 per day and a maximum limit of $1,500. 9.RENTAL REIMBURSEMENT SECTION III -PHYSICAL DAMAGE COVERAGE,A.Coverage ,is amended by adding the following: a.We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto"because of "accident"or "loss",to an "auto"for which we also pay a "loss"under Comprehensive,Specified Causes of Loss or Collision Coverages.We will pay only for those ex- penses incurred after the first 24 hours following the "accident"or "loss"to the covered "auto." b.Rental Reimbursement requires the rental of a comparable or lesser vehicle,which in many cases may be substantially less than $75 per day,and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality,up to a maximum of 30 days. c.We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto".This limit is excess over any other collectible insurance. Docusign Envelope ID: DDB8B4E9-2607-4028-8C21-7D91A285AAEC 51102of601536830023952702018 Liberty Mutual Insurance AC 85 43 06 18 Page 4 of 7IncludescopyrightedmaterialofInsuranceServicesOffice,Inc.,with its permission. d.This coverage does not apply unless you have a business necessity that other "autos"available for your use and operation cannot fill. e.If "loss"results from the total theft of a covered "auto"of the private passenger type,we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4.Coverage Extension . f.No deductible applies to this coverage. g.The insurance provided under this extension is excess over any other collectible insurance. If this policy also provides Rental Reimbursement Coverage you purchased,the coverage provided by this Enhancement Endorsement is in addition to the coverage you purchased. For the purposes of this endorsement provision,materials and equipment do not include "personal effects"as defined in provision 11.B. 10.EXTRA EXPENSE -BROADENED COVERAGE Under SECTION III -PHYSICAL DAMAGE COVERAGE ,A.Coverage ,we will pay for the expense of returning a stolen covered "auto"to you.The maximum amount we will pay is $1,000. 11.PERSONAL EFFECTS COVERAGE A.SECTION III -PHYSICAL DAMAGE COVERAGE ,A.Coverage ,is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto"you own and that "auto"is stolen,we will pay,without application of a deductible,up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B.SECTION V -DEFINITIONS is amended by adding the following: For the purposes of this provision,"personal effects"mean tangible property that is worn or carried by an "insured.""Personal effects"does not include tools,equipment,jewelry,money or securi- ties. 12.ACCIDENTAL AIRBAG DEPLOYMENT SECTION III -PHYSICAL DAMAGE COVERAGE ,B.Exclusions is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy,the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer’s warranty.However,we agree to pay any deductible applicable to the other coverage or warranty. 13.PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM SECTION III -PHYSICAL DAMAGE COVERAGE,D.Deductible,is amended by adding the following: Any Comprehensive Deductible shown in the Declarations will be reduced by 50%for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global position device and that device was the method of recovery of the vehicle. 14.AUDIO,VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III -PHYSICAL DAMAGE COVERAGE,B.Exclusions ,Paragraph a.of the exception to exclu- sions 4.c.and 4.d.is deleted and replaced with the following: Exclusions 4.c.and 4.d.do not apply to: a.Electronic equipment that receives or transmits audio,visual or data signals,whether or not de- signed solely for the reproduction of sound,if the equipment is: (1)Permanently installed in the covered "auto"at the time of the "loss"or removable from a housing unit that is permanently installed in the covered "auto";and (2)Designed to be solely operated by use from the power from the "auto’s"electrical system;and (3)Physical damage coverages are provided for the covered "auto". If the "loss"occurs solely to audio,visual or data electronic equipment or accessories used with this equipment,then our obligation to pay for,repair,return or replace damaged or stolen property will be reduced by a $100 deductible. Docusign Envelope ID: DDB8B4E9-2607-4028-8C21-7D91A285AAEC 52102of2018 Liberty Mutual Insurance AC 85 43 06 18 Page 5 of 7IncludescopyrightedmaterialofInsuranceServicesOffice,Inc.,with its permission. 15.LOAN /LEASE GAP COVERAGE (Not Applicable In New York) A.Paragraph C.Limit Of Insurance of SECTION III -PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss"to a covered "auto"owned by or leased to you in any one "accident"is the greater of the: 1.Balance due under the terms of the loan or lease to which the damaged covered "auto"is subject at the time of the "loss"less the amount of: a.Overdue payments and financial penalties associated with those payments as of the date of the "loss"; b.Financial penalties imposed under a lease due to high mileage,excessive use or abnormal wear and tear; c.Costs for extended warranties,Credit Life Insurance,Health,Accident or Disability Insur- ance purchased with the loan or lease; d.Transfer or rollover balances from previous loans or leases; e.Final payment due under a "Balloon Loan"; f.The dollar amount of any unrepaired damage which occurred prior to the "total loss"of a covered "auto"; g.Security deposits not refunded by a lessor; h.All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto"; i.Any amount representing taxes; j.Loan or lease termination fees;or 2.The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss".This adjustment is not applicable in Texas. B.Additional Conditions This coverage applies only to the original loan for which the covered "auto"that incurred the "loss"serves as collateral,or lease written on the covered "auto"that incurred the "loss". C.SECTION V -DEFINITIONS is changed by adding the following: As used in this endorsement provision,the following definitions apply: "Total loss"means a "loss"in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan"is one with periodic payments that are insufficient to repay the balance over the term of the loan,thereby requiring a large final payment. 16.GLASS REPAIR -WAIVER OF DEDUCTIBLE Paragraph D.Deductible of SECTION III -PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 17.PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D.Deductible of SECTION III -PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss"caused by collision to such covered "auto"of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs.or less as defined by the manufacturer as maximum loaded weight the "auto"is designed to carry while it is: a.In the charge of an "insured"; b.Legally parked;and c.Unoccupied. Docusign Envelope ID: DDB8B4E9-2607-4028-8C21-7D91A285AAEC 53102of601536830023952702018 Liberty Mutual Insurance AC 85 43 06 18 Page 6 of 7IncludescopyrightedmaterialofInsuranceServicesOffice,Inc.,with its permission. The "loss"must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto"must exceed the deductible shown in the Declarations. This provision does not apply to any "loss"if the covered "auto"is in the charge of any person or organization engaged in the automobile business. 18.TWO OR MORE DEDUCTIBLES Under SECTION III -PHYSICAL DAMAGE COVERAGE ,if two or more company policies or coverage forms apply to the same "accident",the following applies to Paragraph D.Deductible : a.If the applicable Business Auto deductible is the smaller (or smallest)deductible,it will be waived; or b.If the applicable Business Auto deductible is not the smaller (or smallest)deductible ,it will be reduced by the amount of the smaller (or smallest)deductible;or c.If the "loss"involves two or more Business Auto coverage forms or policies,the smaller (or smallest)deductible will be waived. For the purpose of this endorsement,company means any company that is part of the Liberty Mutual Group. SECTION IV -BUSINESS AUTO CONDITIONS is amended as follows: 19.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV-BUSINESS AUTO CONDITIONS ,Paragraph B.2.is amended by adding the following: If you unintentionally fail to disclose any hazards,exposures or material facts existing as of the incep- tion date or renewal date of the Business Auto Coverage Form,the coverage afforded by this policy will not be prejudiced. However,you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. 20.AMENDED DUTIES IN THE EVENT OF ACCIDENT,CLAIM,SUIT OR LOSS SECTION IV -BUSINESS AUTO CONDITIONS ,Paragraph A.2.a.is replaced in its entirety by the follow- ing: a.In the event of "accident",claim,"suit"or "loss",you must promptly notify us when it is known to: (1)You,if you are an individual; (2)A partner,if you are a partnership; (3)Member,if you are a limited liability company; (4)An executive officer or the "employee"designated by the Named Insured to give such notice,if you are a corporation. To the extent possible,notice to us should include: (a)How,when and where the "accident"or "loss"took place; (b)The "insured’s"name and address;and (c)The names and addresses of any injured persons and witnesses. 21.WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV -BUSINESS AUTO CONDITIONS ,Paragraph A.5.Transfer Of Rights Of Recovery Against Others To Us ,is amended by the addition of the following: If the person or organization has in a written agreement waived those rights before an "accident"or "loss",our rights are waived also. 22.HIRED AUTO COVERAGE TERRITORY SECTION IV -BUSINESS AUTO CONDITIONS ,Paragraph B.7.Policy Period,Coverage Territory ,is amended by the addition of the following: f.For "autos"hired 30 days or less,the coverage territory is anywhere in the world,provided that the "insured’s"responsibility to pay for damages is determined in a "suit",on the merits,in the United States,the territories and possessions of the United States of America,Puerto Rico or Canada or in a settlement we agree to. Docusign Envelope ID: DDB8B4E9-2607-4028-8C21-7D91A285AAEC 54102of2018 Liberty Mutual Insurance AC 85 43 06 18 Page 7 of 7IncludescopyrightedmaterialofInsuranceServicesOffice,Inc.,with its permission. This extension of coverage does not apply to an "auto"hired,leased,rented or borrowed with a driver. 23.PRIMARY AND NON-CONTRIBUTING IF REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREE- MENT The following is added to SECTION IV -BUSINESS AUTO CONDITIONS,General Conditions,B.5.Other Insurance and supersedes any provision to the contrary: This Coverage Form’s Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured"under your policy provided that: 1.Such "insured"is a Named Insured under such other insurance;and 2.You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". SECTION V -DEFINITIONS is amended as follows: 24.BODILY INJURY REDEFINED Under SECTION V -DEFINITIONS ,Definition C.is replaced by the following: "Bodily injury"means physical injury,sickness or disease sustained by a person,including mental anguish,mental injury,shock,fright or death resulting from any of these at any time. Docusign Envelope ID: DDB8B4E9-2607-4028-8C21-7D91A285AAEC Docusign Envelope ID: DDB8B4E9-2607-4028-8C21-7D91A285AAEC General Liability Coverage Part (Occurrence) I.What is covered A.Bodily injury and property damage We will pay up to the coverage part limit for damages you become legally obligated to pay because of bodily injury or property damage to which this Coverage Part applies, provided: 1.the bodily injury or property damage occurs during the policy period; 2.the bodily injury or property damage is caused by an occurrence that takes place in the coverage territory; and 3.you have paid the applicable retention stated in the Declarations. We will have the right and duty to defend any claim seeking such damages, as set out in Section II. Defense and supplementary payments.We may, at our discretion, investigate any occurrence and settle any claim that may result. B.Personal and advertising injury We will pay up to the Personal and Advertising Injury Limit stated in the Declarations for damages you become legally obligated to pay because of personal and advertising injury to which this Coverage Part applies, provided: 1.the personal and advertising injury is caused by an offense arising out of your business operations; 2.the personal and advertising injury is caused by an offense committed in the coverage territory during the policy period; and 3.you have paid the applicable retention stated in the Declarations. We will have the right and duty to defend any claim seeking such damages, as set out in Section II.Defense and supplementary payments.We may, at our discretion, investigate any offense and settle any claim that may result. C.Medical payments Regardless of fault, we will pay up to the Medical Payments limit stated in the Declarations for medical expenses incurred by each person for bodily injury caused by an accident to which this Coverage Part applies, provided: 1.the accident takes place within the coverage territory and on premises rented to or owned by you or in connection with your business operations; 2.the accident occurs during the policy period; 3.the expenses are incurred and reported to us within one year of the date of the accident; and 4.the person who sustained such bodily injury submits to examination, at our expense, by physicians of our choice as often as we reasonably require. II.Defense and supplementary payments A.Claims against you With respect to any claim against you that we investigate, defend, or settle, we will pay: 1.claim expenses we incur with counsel of our choice to defend you; 2.up to $2,500 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the bodily injury coverage described in Section I. What is covered, A. Bodily injury and property damage,applies, but we will have no obligation to apply for or furnish any such bonds; 3.the cost of bonds to release attachments, but only for bond amounts within the applicable limit. We will have no obligation to apply for or furnish any such bonds; 4.reasonable expenses incurred by you at our request to assist us in the investigation or defense of such claim, including actual loss of earnings up to $1,000 a day because of time off from work; Includes copyrighted material of Insurance Services Offices, Inc., with its permission WCL P0002 CW (10/14) Page 1 of 19 Docusign Envelope ID: DDB8B4E9-2607-4028-8C21-7D91A285AAEC General Liability Coverage Part (Occurrence) 5.court costs taxed against you in the claim; however, costs do not include attorney fees or expenses; 6.prejudgment interest awarded against you on that part of any judgment we pay. If we make an offer to pay the applicable limit, we will not pay any prejudgment interest based on the period of time after the offer;and 7.interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit. B.Claims against your indemnitee If we defend a claim against you, and your indemnitee is also named as a party to the claim,we will also defend such indemnitee if all of the following conditions are met: 1.the claim against the indemnitee seeks damages for which you have assumed the indemnitee’s liability in an insured contract; 2.you have assumed the obligation to defend or pay for the defense of the indemnitee in the same insured contract; 3.this Coverage Part would apply to the liability you have assumed if the claim against the indemnitee had been made against you; 4.the allegations in the claim and the information we know about the occurrence are such that no conflict of interest appears to exist between your interests and your indemnitee’s interests; 5.you and your indemnitee request that we conduct and control the defense of such indemnitee and agree we can assign the same counsel to defend both you and your indemnitee;and 6.your idemnitee agrees in writing to: a.follow the requirements of Section III. Your obligations to us, B. Your duty to cooperate, of the General Terms and Conditions; b.notify any other insurer whose coverage may be available to the indemnitee and cooperate with us with respect to coordinating any other insurance applicable to the indemnitee;and c.authorize us to conduct and control the defense of the indemnitee. Our obligation to make any payments under this Section II ends when we have used up the coverage part limit. No retention will apply to amounts we pay under this Section II, and such payments will be in addition to, and not part of, the coverage part limit. III.Who is an insured In addition to the named insured, other persons or organizations may qualify as insureds, as stated below. For purposes of this Section III only,you means the named insured. A.Sole proprietorships If you are an individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. However, if you die: 1.persons or organizations having proper temporary custody of your property are insureds, but only with respect to the maintenance or use of such property and only for acts until your legal representative has been appointed; and 2.your legal representative is an insured, but only with respect to his or her duties as your legal representatives.As such, they will assume your legal rights and duties under this Coverage Part. B.Partnerships or joint ventures If you are a duly organized partnership (including a limited liability partnership) or a joint venture, your members, partners, and their spouses are insureds, but only with respect to the conduct of your business. Includes copyrighted material of Insurance Services Offices, Inc., with its permission WCL P0002 CW (10/14) Page 2 of 19 Docusign Envelope ID: DDB8B4E9-2607-4028-8C21-7D91A285AAEC General Liability Coverage Part (Occurrence) C.Limited liability companies If you are a duly organized limited liability company, your members and their spouses are insureds, but only with respect to the conduct of your business. Your managers are also insureds, but only with respect to their duties as your managers. D.Other organizations If you are an organization (including a professional corporation) other than a partnership, joint venture, or limited liability company,your directors and officers are insureds, but only with respect to their duties as your directors or officers.Your stockholders and their spouses are also insureds, but only with respect to their liability as your stockholders. E.Trusts If you are a trust, your trustees are insureds, but only with respect to their duties as your trustees. F.Employees Your employees are insureds, but only while in the course and scope of their employment by you or while performing duties related to the conduct of your business. G.Volunteer workers Your volunteer workers are insureds, but only while in the course and scope of their activities related to the conduct of your business performed on your behalf or at your direction. H.Real estate managers Persons (other than your employees) or organizations acting as your real estate managers are insureds, but only with respect to their duties as your real estate managers. I.Amateur athletic participants Any person representing you while participating in an amateur athletic activity you sponsor is an insured. However, no such person is an insured for: 1.bodily injury to: a.a co-participant, your employee, or your volunteer worker while also participating in the amateur athletic activity you sponsor; or b.you or any of your partners, members, or officers; or 2.property damage to property owned, occupied, or used by; rented to; or in the care, custody, or control of: a.a co-participant in the amateur athletic activity you sponsor,your employee, or your volunteer worker; or b.you or any of your partners, members, or officers. J.Newly acquired or formed organizations If there is no other similar insurance available, any organization you acquire or form during the policy period, and in which you have majority ownership or interest at the time of an occurrence or offense covered by this Coverage Part, will qualify as an insured. This coverage is effective on the date of acquisition or formation and is afforded only until the 180th day after you acquire or form the organization, or the end of the policy period, whichever is earlier. There is no coverage for the acquired or formed organization for: 1.bodily injury or property damage that occurred; or 2.personal or advertising injury arising out of an offense that was committed, before you acquired or formed the organization. The acquired or formed organization is an insured only with respect to the conduct of your business. K.Additional insureds If you have agreed in a written contract or agreement to add them as an additional insured to a policy providing the type of coverage afforded by this Coverage Part, the following persons or organizations are insureds: 1.Any person or organization from whom you lease any premises, but only with respect to liability arising out of the ownership, maintenance, or use of that part of the premises leased to you. However, there is no coverage for such additional insureds for any structural alterations, new construction, or demolition operations performed by or on behalf of the additional insured. Includes copyrighted material of Insurance Services Offices, Inc., with its permission WCL P0002 CW (10/14) Page 3 of 19 Docusign Envelope ID: DDB8B4E9-2607-4028-8C21-7D91A285AAEC General Liability Coverage Part (Occurrence) A person or organization’s status as an additional insured under this subsection 1 ends when you cease to be a tenant in the premises. 2.Any person or organization for whom you are performing operations, but only with respect to liability arising out of: a.your acts or omissions or of those acting on your behalf; and b.the performance of your ongoing operations for the additional insured. However, there is no coverage for such additional insureds for: a.bodily injury,property damage, or personal and advertising injury arising out of the rendering of or failure to render any professional architectural, engineering, or surveying services, including: (1)the preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders,drawings, or specifications; or (2)supervisory, inspection, architectural, or engineering activities; or b.bodily injury or property damage occurring after: (1)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 at the location of the covered operations has been completed; or (2)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. A person or organization’s status as an additional insured under this subsection 2 ends when your operations for that additional insured are completed. 3.Any person or organization who sells or distributes your products (referred to in this subsection as “vendor”), but only with respect to bodily injury or property damage arising out of your products sold or distributed in the regular course of such vendor’s business. However, there is no coverage for such additional insureds for: a.bodily injury or property damage for which the vendor is legally obligated to pay damages because of liability assumed in a contract or agreement; however, this exclusion will not apply to liability the vendor would have in the absence of such contract or agreement; b.any express warranty unauthorized by you; c.any physical or chemical change in the product made intentionally by the vendor; d.repackaging, 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; e.any failure to make inspections, adjustments, tests, or servicing the vendor has either agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the product; f.demonstration, installation, servicing, or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g.products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part, or ingredient of any other thing by or for the vendor; h.bodily injury or property damage arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf; however, this exclusion will not apply to: Includes copyrighted material of Insurance Services Offices, Inc., with its permission WCL P0002 CW (10/14) Page 4 of 19 Docusign Envelope ID: DDB8B4E9-2607-4028-8C21-7D91A285AAEC General Liability Coverage Part (Occurrence) (1)repackaging 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; (2)demonstration, installation, servicing, or repair operations performed at the vendor's premises in connection with the sale of the product; or (3)inspections, adjustments, tests, or servicing the vendor has either agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the product. This insurance does not apply to any person or organization from whom you have acquired: a.products; b.any ingredient or part of any product; or c.any container containing any products. 4.Any person or organization from whom you lease any equipment, but only with respect to liability arising out of your maintenance, operation, or use of such equipment. A person or organization’s status as an additional insured under this subsection 4 ends when the equipment lease expires, and this insurance will not apply to any occurrence or offense which takes place after such expiration. 5.Any other person or organization not included in 1 through 4 above, provided the contract or agreement: a.is currently in effect or becomes effective during the policy period; and b.was executed before the bodily injury or property damage occurred or the offense out of which the personal and advertising injury arises was committed. Coverage is available for additional insureds solely for their liability arising out of your negligence or of those acting on your behalf and not for any liability arising out of the sole negligence of the additional insured. Notwithstanding anything to the contrary in the other insurance provisions in the General Terms and Conditions or in this Coverage Part, the coverage available under this Coverage Part to any additional insured will be primary and non-contributory, and any other insurance available to the additional insured for the same claim or occurrence will be specifically excess of the coverage part limit. Notwithstanding anything to the contrary in the subrogation provision in the General Terms and Conditions, we agree to waive any right of recovery we may have against any additional insured because of payments we make for injury or damage arising out of: 1.the ownership, maintenance, or use of that part of any premises leased to you; 2.your ongoing operations; or 3.your work done under a contract with the additional insured and included in the products- completed operations hazard. The limits of liability applicable to any additional insured are either the amounts specified in the contract or agreement requiring them to be added as an additional insured, or the limits identified in the Declarations, whichever is less, and such amounts will be a part of, and not in addition to, the coverage part limit. IV.Limits of liability The limits stated in the Declarations and the rules below will be the most we will pay regardless of the number of: 1.insureds; 2.claims made or brought; or 3.persons or organizations making or bringing claims. Includes copyrighted material of Insurance Services Offices, Inc., with its permission WCL P0002 CW (10/14) Page 5 of 19 Docusign Envelope ID: DDB8B4E9-2607-4028-8C21-7D91A285AAEC