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HomeMy WebLinkAbout25C137 - O'Reilly Auto Enterprises, LLCCONTRACT 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) Aftermarket Vehicle Parts O'Reilly Auto Enterprises, LLC Ryan Churby, Jose Olivares Rchurby@oreillyauto.com, Jolivares7@oreillyauto.com Purchase of aftermarket vehicle parts - Sourcewell 100124-ORA $150,000 2 Years (May 26, 2025 to May 25, 2027) Ryan Churby - Rchurby@oreillyauto.com Jose Olivares - Jolivares7@oreillyauto.com Fleet Daniel Martinez ext. 8348 25C137 Yes Yes Yes Department N/A No 100124-ORA Sourcewell Attached 05/19/2025 Maria Weaver Docusign Envelope ID: C22CCDCB-1E78-4A60-91B0-538BA7512F74Docusign Envelope ID: CE5FA30B-98DE-4C4F-A7E9-FF653508907C 55575.18100\42906602.1 BB&K (2024) COOPERATIVE PURCHASE OF AFTERMARKET VEHICLE PARTS AGREEMENT NO. 25C137 SOURCEWELL CONTRACT 100124-ORA This Cooperative Purchase of aftermarket vehicle parts Agreement (“Agreement”) is entered into by and between the City of Palm Springs, a California charter city and municipal corporation (“City”) and O’Reilly Automotive Stores, Inc., a Missouri corporation (“Contractor”). City and Contractor are sometimes individually referred to as a “Party” or collectively as the “Parties” in this Agreement. 1. Background. a. This Agreement is made and entered into in reference to the competitively solicited Sourcewell Contract No. 100124-ORA (“Cooperative Agreement”). b. The City desires to obtain aftermarket vehicle parts, attached hereto as Attachment “A”, the content of which is incorporated by reference to this Agreement as if fully set out here in its entirety. c. Contractor desires to perform said services on the terms and conditions set forth in this Agreement. 2. Term. The term of this Agreement is for two-years, commencing on May 26, 2025, and continuing through May 25, 2027. The Parties may mutually extend the term of this Agreement for up to two additional one-year periods (“Option Period(s)”), provided, the Parties do so in writing prior to the expiration of the original term of the then-current Option Period. 3. Compensation and Payment. This Agreement shall be for an amount not to exceed One Hundred Fifty Thousand Dollars ($150,000), subject to approved amendments and changes. All pricing must be in accordance with the attached Quote, as shown as Attachment “B,” which is incorporated by reference into this Agreement, as if fully set out here in its entirety. 4. Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City. 5. Insurance. Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Attachment "C", incorporated herein by reference. If no insurance is required, Attachment “C” will reflect that there are no insurance requirements set forth for this Agreement. 6. 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, 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 Docusign Envelope ID: CE5FA30B-98DE-4C4F-A7E9-FF653508907C 55575.18100\42906602.1 BB&K (2024) 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 (if required and incorporated as part of 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. Notice. Any notices required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed, or hand delivered or on the third day after postmark if sent by certified mail. Notice shall be sent as follows: IF TO THE CITY: IF TO THE CONTRACTOR: City of Palm Springs O’Reilly Automotive Stores, Inc. Attn: City Manager /City Clerk Attn: Ryan Churby Address: 3200 E. Tahquitz Canyon Way Title: Account Executive Palm Springs, CA 92262 Address: 233 S. Patterson Ave. Springfield, MO Phone: 417-829-5818 8. 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 this Agreement. 9. Changes. In the event any change or changes in the work is requested by City, the 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 work not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession. 10. Termination Prior to Expiration of Term. The 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, in its sole and absolute discretion. 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. The City shall not be liable for any costs Docusign Envelope ID: CE5FA30B-98DE-4C4F-A7E9-FF653508907C 55575.18100\42906602.1 BB&K (2024) 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 the City. 11. 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 the 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. 12. 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 Attachment “D” (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. 13. Entire Agreement. This Agreement, along with the Cooperative Agreement constitutes the entire agreement between the Parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written between the Parties. In the event of conflict or inconsistency between this Agreement and the Cooperative Agreement, this terms and conditions in this Agreement shall prevail. [Signature Page on Following Page] Docusign Envelope ID: CE5FA30B-98DE-4C4F-A7E9-FF653508907C 55575.18100\42906602.1 BB&K (2024) SIGNATURE PAGE TO COOPERATIVE PURCHASE OF AFTERMARKET VEHICLE PARTS AGREEMENT BETWEEN THE CITY OF PALM SPRINGS AND O’REILLY AUTOMOTIVE STORES, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _____________________________ By: _____________________________ Signature Signature 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 – up to $150,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 Docusign Envelope ID: CE5FA30B-98DE-4C4F-A7E9-FF653508907C 5/22/2025 5/22/2025 5/27/2025 55575.18100\42906602.1 BB&K (2024) ATTACHMENT “A” SCOPE OF WORK Contractor shall provide vehicle parts and supplies per scope of services as outline in the Sourcewell Contract No. 100124-ORA. Services shall be in accordance with Attachment B, and as further detailed on the Sourcewell website: https://www.sourcewell-mn.gov/cooperative- purchasing/100124-ora Docusign Envelope ID: CE5FA30B-98DE-4C4F-A7E9-FF653508907C 55575.18100\42906602.1 BB&K (2024) ATTACHMENT “B” QUOTE / PRICING Docusign Envelope ID: CE5FA30B-98DE-4C4F-A7E9-FF653508907C 55575.18100\42906602.1 BB&K (2024) Docusign Envelope ID: CE5FA30B-98DE-4C4F-A7E9-FF653508907C 55575.18100\42906602.1 BB&K (2024) ATTACHMENT “C” INSURANCE REQUIREMENTS 1.1 Types of Insurance. Contractor shall procure and maintain, at its sole cost and expense, the insurance described herein. The insurance shall be for the duration of this Agreement and includes any extensions, unless otherwise specified in this Agreement. The insurance shall be procured in a form and content satisfactory to City. The insurance shall apply against claims which may arise from the Contractor's performance of Work under this Agreement, including Contractor's agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. Contractor shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified in this Agreement. Except as otherwise authorized below for contract liability (errors and omissions) insurance, all insurance provided under this Agreement shall be on an occurrence basis. The minimum amount of insurance required shall be as follows: A. Errors and Omissions Insurance. Contractor shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form contract liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two-million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section. required X is not required; (1) Contractor shall either: (a) certify in writing to the City that Contractor is unaware of any contract liability claims made against Contractor and is unaware of any facts which may lead to such a claim against Contractor; or (b) if Contractor does not provide the certification under (a), Contractor shall procure from the contract liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services under this Agreement. (2) If the policy of insurance is written on a “claims made” basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Contractor shall obtain continuing insurance coverage for the prior acts or omissions of Contractor during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended “tail” coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager. (3) In the event the policy of insurance is written on an “occurrence” basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement. B. Workers’ Compensation Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers’ compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Contractor agrees to waive and obtain endorsements from its workers’ compensation Docusign Envelope ID: CE5FA30B-98DE-4C4F-A7E9-FF653508907C 55575.18100\42906602.1 BB&K (2024) insurer waiving subrogation rights under its workers’ compensation insurance policy against the City and to require each of its subcontractors, if any, to do likewise under their workers’ compensation insurance policies. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. C. Commercial General Liability Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. D. Business Automobile Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars. E. Employer Liability Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease. 1.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or services under this Agreement. Contractor guarantees payment of all deductibles and self-insured retentions. City reserves the right to reject deductibles or self-insured retentions in excess of $10,000, and the City Manager or his/her designee may require evidence of pending claims and claims history as well as evidence of Contractor’s ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of $10,000. 1.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Contractor under this Agreement: A. For any claims related to this Agreement, Contractor’s coverage shall be primary insurance with respect to the City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. B. Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers. C. All insurance coverage and limits provided by Contractor and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage. D. No required insurance coverages may include any limiting endorsement which substantially impairs the coverages set forth in this Agreement (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing. E. Contractor agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation Docusign Envelope ID: CE5FA30B-98DE-4C4F-A7E9-FF653508907C 55575.18100\42906602.1 BB&K (2024) imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Contractor’s obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement. F. Contractor agrees to ensure that subcontractors, and any other parties involved with the Project who are brought onto or involved in the Project by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the Project will be submitted to the City for review. G. Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights in this or any other regard. H. Contractor shall provide proof that policies of insurance required in this Agreement, expiring during the term of this Agreement, have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage. I. Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements, or as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. J. The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impair the provisions of this section. K. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims. L. Contractor agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages resulting from the Contractor’s activities or the activities of any person or person for which the Contractor is otherwise responsible. 1.4 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 such requirements are waived in writing by the City Manager or his designee due to unique circumstances. 1.5 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. Docusign Envelope ID: CE5FA30B-98DE-4C4F-A7E9-FF653508907C 55575.18100\42906602.1 BB&K (2024) 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. 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. Docusign Envelope ID: CE5FA30B-98DE-4C4F-A7E9-FF653508907C 55575.18100\42906602.1 BB&K (2024) ATTACHMENT “D” 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: CE5FA30B-98DE-4C4F-A7E9-FF653508907C O'Reilly Auto Parts 5/22/2025 District Manager Ryan Churby CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$227.00 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:O'REILLY AUTO PARTS DBA: Owner:Christie Meadors Mailing Address:Po Box 1156 Springfield, MO 65801 License Number:ICA-006527-2024 Expiration Date:04/30/2026 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:1717 E VISTA CHINO, PALM SPRINGS, CA 92262 Business Description:AUTO PARTS & SUPPLIES TO BE POSTED IN A CONSPICUOUS PLACE Docusign Envelope ID: C22CCDCB-1E78-4A60-91B0-538BA7512F74Docusign Envelope ID: CE5FA30B-98DE-4C4F-A7E9-FF653508907C 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) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Willis Towers Watson Midwest, Inc. c/o 26 Century Blvd P.O. Box 305191 Nashville, TN 372305191 USA O'Reilly Automotive Stores Inc, O'Reilly Auto Enterprises LLC & their subsidiaries P.O. Box 1156 Springfield, MO 65801 This Voids and Replaces Previously Issued Certificate Dated 05/06/2025 WITH ID: W38955711. "TX - Non-Subscription effective 6/1/12" SEE ATTACHED City of Palm Springs 425 North Civic Dr Palm Springs, CA 92262 05/06/2025 1-877-945-7378 1-888-467-2378 certificates@wtwco.com National Union Fire Insurance Company of P 19445 AIU Insurance Company 19399 W38956560 A 1,000,000 1,000,000 0 1,000,000 2,000,000 2,000,000 Y 6547051 03/01/2025 03/01/2026 A 1,000,000 03/01/202603/01/2025Y6890203 20395968BY 1,000,000No03/01/2025 03/01/2026 1,000,000 1,000,000 B Workers Compensation & Employers Liability - WI E.L. Each Accident2039597003/01/2025 03/01/2026 E.L. Disease-EA Empl Per Statute E.L. Disease-Pol Lmt 395176227730182SR ID:BATCH: $1,000,000 $1,000,000 $1,000,000 WTW Certificate Center Page 1 of 2Docusign Envelope ID: C22CCDCB-1E78-4A60-91B0-538BA7512F74Docusign Envelope ID: CE5FA30B-98DE-4C4F-A7E9-FF653508907C ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: O'Reilly Automotive Stores Inc, O'Reilly Auto Enterprises LLC & their subsidiaries P.O. Box 1156 Springfield, MO 65801 It is agreed that The City of Palm Springs, its officials, employees, and agent are included as Additional Insureds as respects to General Liability and Auto Liability policy when required by written contract. General Liability policy when required by written contract shall be Primary and Non-contributory with any other insurance in force for or which may be purchased by Additional Insured. Waiver of Subrogation applies in favor of Additional Insureds with respects to Workers Compensation as permitted by law . INSURER AFFORDING COVERAGE: National Union Fire Insurance Company of Pittsburgh NAIC#: 19445 POLICY NUMBER: 3332297 EFF DATE: 03/01/2025 EXP DATE: 03/01/2026 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Workers Compensation & E.L. Each Accident $1,000,000 Employers Liability - OH, WA E.L. Disease-EA Empl $1,000,000 Per Statute E.L. Disease-Pol Lmt $1,000,000 INSURER AFFORDING COVERAGE: AIU Insurance Company NAIC#: 19399 POLICY NUMBER: 6890205 EFF DATE: 03/01/2025 EXP DATE: 03/01/2026 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Auto Liability - MA Combined Single Limit $1,000,000 Any Auto 2 2 Willis Towers Watson Midwest, Inc. See Page 1 See Page 1 See Page 1 See Page 1 25 Certificate of Liability Insurance W38956560CERT:3951762BATCH:27730182SR ID: Docusign Envelope ID: C22CCDCB-1E78-4A60-91B0-538BA7512F74Docusign Envelope ID: CE5FA30B-98DE-4C4F-A7E9-FF653508907C ADDITIONAL INSURED - DESIGNATEDPERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): COMMERCIAL GENERAL LIABILITY CG 20 26 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY NUMBER:654-70-51 ANY PERSON OR ORGANIZATION WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A.Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1.In the performance of your ongoing operations; or 2.In connection with your premises owned by or rented to you. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 26 12 19 Page ofInsurance Services Office, Inc., 2018 1 1 Docusign Envelope ID: C22CCDCB-1E78-4A60-91B0-538BA7512F74Docusign Envelope ID: CE5FA30B-98DE-4C4F-A7E9-FF653508907C POLICY NUMBER:COMMERCIAL GENERAL LIABILITY ADDITIONAL INSURED - MANAGERS OR This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designation Of Premises (Part Leased To You): LESSORS OF PREMISES CG 20 11 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 654-70-51 Name Of Person(s) Or Organization(s) (Additional Insured): Additional Premium: $ Information required to complete this Schedule, if not shown above, will be shown in the Declarations. 0 A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by you or those acting on your behalf in connection with the ownership, maintenance or use of that part of the premises leased to you and shown in the Schedule and subject to the following additional exclusions: CG 20 11 12 19 Insurance Services Office, Inc., 2018 Page of1 2 Docusign Envelope ID: C22CCDCB-1E78-4A60-91B0-538BA7512F74Docusign Envelope ID: CE5FA30B-98DE-4C4F-A7E9-FF653508907C This insurance does not apply to: 1.Any "occurrence" which takes place after you cease to be a tenant in that premises. 2.Structural alterations, new construction or demolition operations performed by or on behalf of the person(s) or organization(s) shown in the Schedule. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Insurance Services Office, Inc., 2018Page of CG 20 11 12 192 2 Docusign Envelope ID: C22CCDCB-1E78-4A60-91B0-538BA7512F74Docusign Envelope ID: CE5FA30B-98DE-4C4F-A7E9-FF653508907C ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s)Location And Description Of Completed Operations COMMERCIAL GENERAL LIABILITY CG 20 37 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART POLICY NUMBER:654-70-51 ANY PERSON OR ORGANIZATION WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. PER THE CONTRACT OR AGREEMENT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 37 12 19 Page ofInsurance Services Office, Inc., 2018 1 1 Docusign Envelope ID: C22CCDCB-1E78-4A60-91B0-538BA7512F74Docusign Envelope ID: CE5FA30B-98DE-4C4F-A7E9-FF653508907C ENDORSEMENT This endorsement, effective 12:01 A.M.03/01/2025 forms a part of Policy No.654-70-51 issued to O'REILLY AUTOMOTIVE, INC. by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. ADDITIONAL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT(Primary Coverage) SCHEDULE ADDITIONAL INSURED: This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM ANY PERSON OR ORGANIZATION WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. Authorized Representative orCountersignature (in States WhereApplicable) SECTION II - WHO IS AN INSURED, 1., is amended to add: Any person or organization shown in the schedule above you become obligated to include as an additional insured under this policy as a result of any contract or agreement you enter into which requires you to furnish insurance of the type provided by this policy for that person or organization, but only with respect to liability arising out of your operations or premises owned by or rented to you. However, the insurance provided will not exceed the lesser of: The coverage and/or limits of this policy, or The coverage and/or limits required by said contract or agreement. For the purposes of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, 4. Other Insurance a. Primary Insurance, any other insurance available to any Additional Insured shown in the schedule above will not be deemed primary. All other terms and conditions remain the same. 83644 (8/12)Includes copyrighted material of Insurance Services Office, Inc. with its permission.Page 1 of 1 Docusign Envelope ID: C22CCDCB-1E78-4A60-91B0-538BA7512F74Docusign Envelope ID: CE5FA30B-98DE-4C4F-A7E9-FF653508907C ENDORSEMENT This endorsement, effective 12:01 A.M.03/01/2025 forms a part of Policy No.654-70-51 issued to O'REILLY AUTOMOTIVE, INC. by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. LIMITED ADVICE OF CANCELLATION TO SCHEDULED ENTITIES SCHEDULE NAME OF PERSON OR ORGANIZATION E-MAIL OR U.S. POSTAL SERVICE ADDRESS ANY PERSON OR ORGANIZATION REQUIRING SUCH NOTICE IN A CONTRACT YOU'VE ENTERED INTO AND REPORTED TO US. EMAIL ADDRESS OR US POSTAL SERVICE ADDRESS OF SUCH PERSON OR ORGANIZATION AS REPORTED TO US. 108538 (3/11)Includes copyrighted material of Insurance Services Office, Inc. with its permission.Page 1 of 2 Docusign Envelope ID: C22CCDCB-1E78-4A60-91B0-538BA7512F74Docusign Envelope ID: CE5FA30B-98DE-4C4F-A7E9-FF653508907C ENDORSEMENT This endorsement, effective 12:01 A.M.03/01/2025 forms a part of Policy No.689-02-03 issued to O'REILLY AUTOMOTIVE, INC. by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. LIMITED ADVICE OF CANCELLATION TO SCHEDULED ENTITIES SCHEDULE NAME OF PERSON OR ORGANIZATION E-MAIL OR U.S. POSTAL SERVICE ADDRESS ANY PERSON OR ORGANIZATION REQUIRING SUCH NOTICE IN A CONTRACT YOU'VE ENTERED INTO AND REPORTED TO US EMAIL ADDRESS OR US POSTAL SERVICE ADDRESS OF SUCH PERSON OR ORGANIZATIONS AS REPORTED TO US. 108538 (3/11)Includes copyrighted material of Insurance Services Office, Inc. with its permission.Page 1 of 2 Docusign Envelope ID: C22CCDCB-1E78-4A60-91B0-538BA7512F74Docusign Envelope ID: CE5FA30B-98DE-4C4F-A7E9-FF653508907C forms a part of Policy No. LIMITED ADVICE OF CANCELLATION PROVIDED VIA E-MAIL TO ENTITIES OTHER THAN THE NAMED INSURED WC 99 00 56 (Ed. 04/11) (WORKERS' COMPENSATION ONLY) All other terms, conditions and exclusions shall remain the same. AUTHORIZED REPRESENTATIVE This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy). THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This policy is amended as follows: In the event that the Insurer cancels this policy for any reason other than non-payment of premium, and 1. the cancellation effective date is prior to this policy's expiration date; 2. the Named Insured or, if applicable, any other employers named in Item 1 of the Information Page is under an existing contractual obligation to notify a certificate holder when this policy is canceled (hereinafter, the "Certificate Holder(s)") and the Named Insured has provided to the Insurer, either directly or through its broker of record, the email address of a contact at each such entity; and 3. the Insurer received this information after the Named Insured receives notice of cancellation of this policy and prior to this policy's cancellation effective date, via an electronic spreadsheet that is acceptable to the Insurer, the Insurer will provide advice of cancellation (the "Advice") via e-mail to each such Certificate Holders within 90 days after the Named Insured provides such information to the Insurer; provided, however, that if a specific number of days is not stated above, then the Advice will be provided to such Certificate Holder(s) as soon as reasonably practicable after the Named Insured provides such information to the Insurer. Proof of the Insurer emailing the Advice, using the information provided by the First Named Insured, will serve as proof that the Insurer has fully satisfied its obligations under this endorsement. This endorsement does not affect, in any way, coverage provided under this policy or the cancellation of this policy or the effective date thereof, nor shall this endorsement invest any rights in any entity not insured under this policy. The following definitions apply to this endorsement: 1.Named Insured means the insured first named employer in Item 1 of the Information Page of this policy. 2.Insurer means the insurance company shown in the header on the Information Page of this policy. WC 020-39-5968This endorsement, effective 12:01 AM 03/01/2025 Issued to O'REILLY AUTOMOTIVE, INC. By A I U INSURANCE COMPANY Docusign Envelope ID: C22CCDCB-1E78-4A60-91B0-538BA7512F74Docusign Envelope ID: CE5FA30B-98DE-4C4F-A7E9-FF653508907C 107414 (03/11) Authorized Representative Page 1 ENDORSEMENT # This endorsement, effective 12:01 A.M. 03/01/2025 forms a part of Policy No. XWC 333-22-97 issued to O'REILLY AUTOMOTIVE, INC. By NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LIMITED ADVICE OF CANCELLATION PROVIDED VIA E-MAIL TO ENTITIES OTHER THAN THE FIRST NAMED INSURED This policy is amended as follows: In the event that the Insurer cancels this policy for any reason other than non-payment of premium, and 1. the cancellation effective date is prior to this policy's expiration date; 2. the First Named Insured is under an existing contractual obligation to notify a certificate holder when this policy is canceled (hereinafter, the "Certificate Holder(s)") and has provided to the Insurer , either directly or through its broker of record, the email address of a contact at each such entity; and 3. the Insurer received this information after the First Named Insured receives notice of cancellation of this policy and prior to this policy's cancellation effective date, via an electronic spreadsheet that is acceptable to the Insurer, the Insurer will provide advice of cancellation (the "Advice") via e-mail to each such Certificate Holders within 90 days after the First Named Insured provides such information to the Insurer ; provided, however, that if a specific number of days is not stated above, then the Advice will be provided to such Certificate Holder(s) as soon as reasonably practicable after the First Named Insured provides such information to the Insurer . Proof of the Insurer emailing the Advice, using the information provided by the First Named Insured , will serve as proof that the Insurer has fully satisfied its obligations under this endorsement. This endorsement does not affect, in any way, coverage provided under this policy or the cancellation of this policy or the effective date thereof, nor shall this endorsement invest any rights in any entity not insured under this policy. The following Definitions apply to this endorsement: 1.First Named Insured means the Named Insured shown on the Declarations Page of this policy. 2.Insurer means the insurance company shown in the header on the Declarations page of this policy. All other terms, conditions and exclusions shall remain the same. Docusign Envelope ID: C22CCDCB-1E78-4A60-91B0-538BA7512F74Docusign Envelope ID: CE5FA30B-98DE-4C4F-A7E9-FF653508907C WC 48 06 06B (Ed. 01/02) By (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy). forms a part of Policy No. WISCONSIN CANCELLATION AND NONRENEWAL ENDORSEMENT Page 1 of 2 A.Cancellation The Cancellation Section (D) of the Part Six - Conditions is deleted and replaced by the following: a material misrepresentation;b. c. a substantial breach of the obligations, conditions or warranties under the policy; or The policy period will end on the day and hour stated in a notice of cancellation. 4. B. Nonrenewal This endorsement applies only to the insurance provided by the policy because Wisconsin is shown in Item 3.A. of the Information Page. This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancellation is to take effect. If you purchase replacement insurance, the cancellation becomes effective on the date the new coverage becomes effective. If no replacement coverage is purchased, the cancellation will be effective thirty (30) days after receipt of written notice by the Wisconsin Compensation Rating Bureau. you fail to pay all premiums when due, however, we must deliver or mail, first class, not less than thirty (30) days advance written notice stating when the cancellation is to take effect; a. 1. 2. We may cancel this policy for any reason if the policy has been in effect for less than sixty (60) days. If the policy is issued for a term longer than one year or for an indefinite term, we may cancel the policy for any reason on an annual anniversary of the policy effective date. We may cancel the policy at any other time for the following reasons: d. a substantial change in the risk we assumed under the policy unless it was reasonable for us to foresee the change or expect the risk when we issued the policy. 1. You have the right to have the insurance renewed unless we deliver or mail to you not less than* sixty (60) days advance written notice stating our intention not to renew this policy. 3. If we cancel for any permissible reason other than non-payment of premium, we must deliver or mail, first class, not less than* thirty (30) days notice stating when the cancellation is to take effect. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to prove notice. 2. We do not have to renew the insurance if you do not pay the renewal premium billing by the due date or if you accept replacement insurance, are insured elsewhere, requested or agree to nonrenewal, or if the policy is expressly designated as being nonrenewable. A I U INSURANCE COMPANY WC 020-39-5970This endorsement, effective 12:01 AM 03/01/2025 Issued to O'REILLY AUTOMOTIVE, INC. Docusign Envelope ID: C22CCDCB-1E78-4A60-91B0-538BA7512F74Docusign Envelope ID: CE5FA30B-98DE-4C4F-A7E9-FF653508907C WC 48 06 06B _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (Ed. 01/02) Countersigned by Authorized RepresentativePage 2 of 2 If we offer to renew the policy on less favorable terms, we will mail or deliver written notice of the new terms by first class mail to you, the policy holder, at least sixty (60) days prior to the renewal date. The definition of "terms" does not include manual rates, experience modification factors, or classification of risks. 4. If we provide such notice within sixty (60) days prior to the renewal date, the new terms will not take effect until sixty (60) days after the notice is mailed or delivered, in which case, you, the policy holder, may elect to cancel the renewal policy at any time during the sixty (60) day period. The notice will include a statement of your right to cancel. If you elect to cancel the renewal policy during the sixty (60) day period, the return premium or additional premium charges shall be calculated proportionally on the basis of the old premiums. We need not mail or deliver this notice if the only change adverse to you is a premium increase that; (a) is less than 25%; or, (b) results from a change based on your action that alters the nature and extent of the risk insured against, including, but not limited to, a change in the classifications for the business. * Any written agreement attached to and made a part of the policy, between the insurance carrier and policyholder which extends the cancellation or nonrenewal notification timeframe, will supercede the aforementioned notification requirements found in items A.3., and B.1., respectively. 3. If we renew the insurance, we may use the policy forms, rates and rating plans we are then using for similar risks. We may limit the policy to a term equivalent to the term of the expiring policy or one year whichever is less. Docusign Envelope ID: C22CCDCB-1E78-4A60-91B0-538BA7512F74Docusign Envelope ID: CE5FA30B-98DE-4C4F-A7E9-FF653508907C