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HomeMy WebLinkAboutOneSource Distributors LLC; 2020-07-17; PSA20-1077UTILATTACHMENT A to EXHIBIT2 PSA20-1077UTIL MASTER PURCHASE AGREEMENT FOR ROCKWELL SCADA PLC EQUIPMENT ONESOURCE DISTRIBUTORS, A SONEPAR COMPANY THIS AGREEMENT is made and entered into as of the / )t/,7 day of ___:::.,_J.._~~:::i,----' 2020, by and between the CARLSBAD MUNICIPAL WATER DISTRICT, a municipal oo oration, hereinafter referred to as "CMWD", and ONESOURCE DISTRIBUTORS, LLC, a Delaware limited liability company, hereinafter referred to as "Seller." RECITALS A. The parties to this Agreement will purchase from Seller and Seller will sell to CWMD, Rockwell SCADA PLC equipment during the term of this Agreement. 8. To expedite these contemplated purchases, the parties are willing to enter into this exclusive Agreement that sets forth the terms and conditions that will govern all such transactions between them. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Seller agree as follows: 1. Definitions 1.1. Buyer. With respect to purchase orders issued by CMWD, the term "Buyer'' means Carlsbad Municipal Water District. 1.2. Products. The term "Product" means those goods listed in Table 1 for which Buyer issues to Seller a purchase order during the term of this Agreement. Products and specified terms are described in Table 1 and Exhibit "A" -Request for Bid, which are attached hereto and incorporated herein by this reference in accordance with the terms and conditions set forth in this Agreement. In the event of an inconsistency between the Product description of Table 1-and Exhibit "A", the inconsistency will be resolved with Exhibit "A" taking precedence. 2. Issuance of Purchase Orders. Buyer may issue purchase orders to Seller from time to time for the purchase of Products. Each purchase order shall contain a description of the Products ordered, the quantities and prices, the terms and place of delivery, and will reference Carlsbad Municipal Water District Bid# RFP19-48UTIL. Every purchase order issued by Buyer to Seller following the date of this Agreement and bearing such a notation shall be governed by and be deemed to include the provisions of this Agreement, Exhibit "A" or the placed purchase order, the inconsistency will be resolved in the following descending order of precedence: (1) this Agreement, (2) Exhibit "A", and (3) the purchase order. The CMWD will indicate its specific requirements on its purchase order documents including but not limited to delivery address and instructions. There will be no minimum order and all items must be available for the term of this Agreement. All items will be delivered F.O.B. Destination, Freight Prepaid and Allowed, and at the prices set forth in Table 1. 3. Term. This Agreement will be effective for a period of five (5) years from the date first above written. The total amount for the purchase of ROCKWELL SCADA PLC EQUIPMENT over the five (5) year period shall not exceed four hundred thousand dollars ($400,000). The Executive Manager may amend the Agreement to extend it for two (2) additional five (5) year period or parts thereof in an amount not to exceed $100,000 per Agreement year. General Counsel Approved Version 1/17/18 July 14, 2020 Item #11 Page 17 of 23 July 14, 2020 Item #11 Page 18 of 23 PSA20-1077UTIL Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. Termination. CMWD may terminate this Agreement at any time with thirty (30) days written notice to Seller. Seller may terminate this Agreement at any time with ninety (90) days written notice to CMWD. 5. Delivery. 5.1. The delivery for purchase orders placed pursuant to this Agreement shall be as specified in the CMWD's purchase order. 5.2. Time is of the essence on orders and delay in delivery will cause injury to the Buyer. Should the Seller be obstructed or delayed in the production or delivery of Product(s) required hereunder by any act or omission of the CMWD or by strikes, and act of God, or by no fault of the Seller in its ability to obtain materials ("Delaying Event"), then the time for delivery of the order shall be extended for such period as may be either agreed to between Seller and CMWD or equal to the period of time of the Delaying Event. 5.3. Notwithstanding any other provision of this Agreement, if delivery cannot be made within forty-five (45) days after receipt of a purchase order, Buyer may, upon knowledge of the fact and regardless whether or not the delay would be excusable, terminate the purchase order by written notice to Seller. The termination shall be without cost to Buyer and shall discharge all obligations and liabilities of the Buyer/Seller under the purchase order except as to Products previously delivered and accepted by Buyer. 6. Passage of Title and Risk of Loss. Unless otherwise specified in a particular purchase order placed pursuant to this Agreement, title to and risk of any loss of or damage to the Products shall pass from Seller to Buyer when the Products are accepted in writing by the Buyer using a shipping acknowledgement form submitted by the Seller with each shipment. 7. Inspection of Product. Seller shall inspect and test all Products prior to shipment to Buyer. In addition, all Products shall be subject to final inspection and acceptance by Buyer at Buyer's facility. Final inspection and acceptance or rejection will be made by Buyer within thirty (30) days after receipt of Products, and failure of Buyer to reject any Product within thirty (30) days after receipt shall constitute acceptance. Should Buyer reject any Product for failure to conform to the requirements of a purchase order, Buyer shall notify Seller in writing of the rejection, giving detailed reasons for the rejection. Seller shall then have the option to repair or replace the nonconforming Product within ten (10) days at Buyer's designated delivery facility. If Seller fails to act to correct any nonconforming Product within this time period, then Buyer may return any nonconforming Product(s) to Seller. Rejected items to be returned to Seller shall be shipped at Seller's risk and expense. 8. Warranty. Seller warrants to Buyer that all Products delivered under this Agreement shall be free from defects in materials and workmanship, that all Products will conform to the requirements of the order including, but not limited to, the applicable descriptions, specifications, and drawings agreed to by the parties and, to the extent the items are not manufactured pursuant to detailed designs furnished by Buyer, that all Products will be free from defects in design and suitable for the intended purposes. In addition, Seller warrants that all Products will, at the time of deliver, be free from any security interest or other lien or encumbrance. 2 General Counsel Approved Version 1 /17 /18 July 14, 2020 Item #11 Page 19 of 23 PSA20-1077UTIL 9. Indemnification. Seller agrees to indemnify and hold harmless CMWD and the City of Carlsbad, their officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Seller, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. Insurance. Seller will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Seller or Seller's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Seller will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or Executive Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Seller's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Seller pursuant to this Agreement are adequate to protect Seller. If Seller believes that any required insurance coverage is inadequate, Seller will obtain such additional insurance coverage, as Seller deems adequate, at Seller's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.2. Additional Provisions. Seller will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to CMWD. 10.2.2 Seller will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Seller will furnish certificates of insurance and endorsements to CMWD. 3 General Counsel Approved Version 1/17/18 July 14, 2020 Item #11 Page 20 of 23 PSA20-1077UTIL 10.4 Failure to Maintain Coverage. If Seller fails to maintain any of these insurance coverages, then CMWD will have the option to declare Seller in breach or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Seller is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Seller or deduct the amount paid from any sums due Seller under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. Notices. All notices and other communications require or authorized under this Agreement shall be given in writing either by personal delivery or by first class mail addressed to the respective party. The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Seller under this Agreement are: ForCMWD: For Seller: Name Ste~hanie Harrison Name Daniel Yonovich Title Asset Manager Title Account Manager Dept Utilities Address 3951 Oceanic Drive Carlsbad Municipal Water District Oceanside, CA 92056 Address 5950 El Camino Real Phone 773-398-3145 Carlsbad, CA 92008 Email dyonovich@1sourcedist.com Phone 760-603-7310 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 12. Compliance with Laws. Seller will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and, if required, will obtain and maintain a City of Carlsbad of Carlsbad Business License for the term of this Agreement and any amendments to the Agreement. 13. Claims and Lawsuits. By signing this Agreement, Seller agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code sections 3.32.025 et seq. Seller further acknowledges that debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 14. Venue and Jurisdiction. Seller agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the Superior Court of California, County of San Diego, California. 15. Assignment. Seller may not assign this Agreement or any part of it, nor may it assign any monies due or that may become due under it, without the prior written consent of CMWD. 4 General Counsel Approved Version 1 /17/18 PSA20-1077UTIL 16. Amendments. This Agreement may be amended by mutual consent of CMWD and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 17. Authority. The individuals executing this Agreement and the instruments referenced in it on behalf of Seifer each represent and warrant that they have the legal power, right and actual authority to bind Seller to the terms and conditions of this Agreement. Executed by Contractor this I?-+o. day of __ /\'l_c._,_~_~-----' 2020. SELLER ONESOURCE DISTRIBUTORS, LLC, a Delaware limited liability company (sign here) Sl'IC, L0 V\ 0 oJ~'10V ,-u r S01 ~,...) (print name/title) CARLSBAD MUNICIPAL WATER DISTRICT, a municipal corporation of the State of California By-Jr$ JU'/ Matt Hall, President ATTEST: By: UuJ'(Y~ -f(rr/;__ m~ (sign here) ~arbara Engleson, Secretary (print name/title) Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one·corporate officer from each of the following two groups: Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation !!!!!§! attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CARLSBAD MUNICIPAL WATER DISTRICT, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, General Counsel BY: Afs1{1a1'1eier!i~;untfeflldh-- 5 General Counsel Approved Version 9/27 /17 July 14, 2020 Item #11 Page 21 of 23 July 14, 2020Item #11 Page 22 of 23EXHIBIT "A" TABLE 1 -COST OF EQUIPMENT QoneSource A Sonepar Company i -Product -Description List Price Sell Mult, 1756-A4 4 Slot Controllogix Chassis $405.00 1756-A7 7 Slot Controllogix Chassis $620.00 1756-PA72 Controllogix, 85-265 VAC Power Supply (10 Amp @ SV) $1,110.00 1756-l72 Controllogix 5570 Controller with 4 MB Memory, USB Port, 4 Character Alpha/Numeric Display. $8,960.00 1756-RM2 Redundancy Module $5,940.00 1756-RMCl Fiber Cable, 1 Meter $203.00 1756-IFSI Analog Input Module, 8 Isolated Points, Current, Current Sourcing and Voltage (36 Pin) $2,670.00 1756-0F8I Analog Output Module, 8 Isolated Points, Current and Voltage (36 Pin) $3,180.00 1756-IA16I 79-132 VAC Isolated Input 16 Pts (36 Pin) $711.00 1756-0W161 N.O. Isolated Relay Output 16 Pts (36 Pin) $766.00 1756-TBCH 36 Pin Screw Clamp Block With Standard Housing $105.00 1756-EN2T EtherNet/lP communication module, 10/lOOM twisted pair, 128 TCP connections $3,250.80 9324-RLD300ENE ESD -Studio 5000 Standard, ENG $3,800.00 5069-L306ER Controller, Compactlogix 5380, 600 KB User Memory, 8 I/Os, 16 EtherNet/lP Devices $1,250.00 5069-RTB64-SCREW 5069 Compact 1/0 Power terminal RTB kit for both 4 and 6 pin Screw type $33.00 5069-0A16 5069 Compact 1/0 16 channels AC output module supporting both 120 & 240VAC output. $666.00 5069·IF8 5069 Compact 1/0 8 Channel Voltage/Current Analog Input Module $847.00 5069-0F4 5069 Compact 1/0 4 Channel Voltage/Current Analog Output 1111odule $805.00 5069-IA16 5069 Compact 1/0 16 channels AC input modules, supporting both 120 & 240 VAC signals $369.00 1606-XLE120E 1606-XLE120E: Essential Power Supply, 24-28V DC, 120 W, 120/240V AC Input Voltage $318.67 5069-FPD 5069 Compact 1/0 Field Potential Distributor Module $153.00 5069-RTBG-SCREW 5069 Compact 1/0 6 pin Screw type RTB packed kit in a pack of lpcs $20.00 5069-RTB18·SCREW 5069 Compact 1/0 18 pins Screw type terminal block kit in a pack of 1 pcs $60.40 Terms and Conditions will be agreed upon via Contract Pricing per Rockwell Fiscal Year 2020 -Oct 1 2019 thru Sept 30 2020 -Annual Increase averages 5% per year Pricing reflects the percentage discount off of list price that will remain in effect for the Tenn of the Agreement Quotation written by Dan Yonovich Dyonov1ch@lsourcedist.com Ph: 773-398-3145 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 1 0.75 0.75 0.75 0.75 0.75 0.75 0.75 0.75 0.75 0.75 DA TE 7 .Jan-20 PAGE 1 QUOTE DY010720 Net (Ea) • $283.50 $434.00 $777.00 $6,272.00 $4,158.00 $142.10 $1,869.00 $2,226.00 $497.70 $536.20 $73.50 $2,275.56 $3,800.00 $937.50 $24.75 $499.50 $635.25 $603.75 $276.75 $239.00 $114.75 $15.00 $45.30 July 14, 2020Item #11 Page 23 of 23TABLE 2 ,C) OneSource A Sonepar Company DA TE 7-Jan-20 PAGE 2 QUOTE DY010720 Rockwell Automation can offer an Extended Parts Warranty when the 12 Month Warranty is still in place. The cost for the extended warranty is 4% of the list price per year. Year 2019 PricinE!' fNot to exceed an annual TechConnect: Technical Support & Software Maintenance 3% pricing increase) I 9800-DC24AUTOA AUTOMATION 1-4 PROCESSORS 24X7 PRODUCT SUPPORT $1,lOS.17 9800-DC24AUTOB AUTOMATION 5-10 PROCESSORS 24X7 PRODUCT SUPPORT $2,154.18 9800-DC24AUTOC AUTOMATION 11-25 PROCESSORS 24X7 PRODUCT SUPPORT $5,255.92 9800-DC24AUTOD AUTOMATION 26-50 PROCESSORS 24X7 PRODUCT SUPPORT $11,235.65 9800-DC24AUTOE AUTOMATION 51-75 PROCESSORS 24X7 PRODUCT SUPPORT $18,756.29 9800-DC24AUTOF AUTOMATION 76-100 PROCESSORS 24X7 PRODUCT SUPPORT $25,163.60 Year 2019 Pricin11 lNot to PLC System Training: Instructor Lead Training at One Source Distributors, Oceanside CA exceed an annual 5% ~ricing CCP146 Studio 5000 Logix Designer Level 1: ControlLogix Systems Fundamentals, 6-students $10,058.82 CCP151 Studio 5000 Logix Designer Level 2: Basic Ladder Logic Programing, 6-students $10,058.82 CCP153 Studio 5000 Logix Designer level 2: ControlLogix Maintenance and Troubleshooting, 6-students $13,658.82 CCCL21 Studio 5000 Logix Designer level 3: Basic Ladder Logic Interpretation, 6-students $10,058.52 Onsite Field Labor Services 2019 Pricing (Not to exceed an annual 5% pricing increase) Customer Block of Time (CBOT] SO-hours prepaid field labor services 1 year. $17,200 Standard Field Labor Services Call-Out Rates: I Standard Product Su1111ort LV Drive Start-U!! Assistance Scheduled $234/Hour $197/Hour Emergency $302/Hour $302/Hour Travel on can Overnight Ex11enses Recei11ts Upto $450 $50/day, $250 $197/Hour $197/Hour night Cost+ 10% event minnimum 4A9Holder Identifier : 7777777707070700077761616045571110777617116304557207453136772406310073650566157330020776051513066410307062015762665013070273225761337640763240017205731307304011352270130076727242035772000777777707000707007 7777777707070700073525677115456000732010516137313207122337342163100071323373530630100702233734316310007033337253072000071223373421620110702332625217300007033237342173110077756163351765540777777707000707007Certificate No :570080403338CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 01/31/2020 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. PRODUCER Aon Risk Services Northeast, Inc. Stamford CT Office 1600 Summer Street Stamford CT 06907-4907 USA PHONE(A/C. No. Ext): E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED 19682Hartford Fire Insurance Co.INSURER A: 30104Hartford Underwriters Insurance CompanyINSURER B: 27120Trumbull Insurance CompanyINSURER C: 29459Twin City Fire Insurance CompanyINSURER D: 20699ACE Property & Casualty Insurance Co.INSURER E: INSURER F: FAX(A/C. No.):800-363-0105 CONTACTNAME: OneSource Distributors, LLC 3951 Oceanic DriveOceanside CA 92056 USA COVERAGES CERTIFICATE NUMBER:570080403338 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.Limits shown are as requested POLICY EXP (MM/DD/YYYY)POLICY EFF (MM/DD/YYYY)SUBRWVDINSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X X GEN'L AGGREGATE LIMIT APPLIES PER: $2,000,000 $1,000,000 $100,000 $2,000,000 $2,000,000 $2,000,000 A 01/01/2020 01/01/2021Y Y 10CS60202 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) X X X X BODILY INJURY (Per accident) $2,000,000A01/01/2020 01/01/2021 AOS 10 CSE S60204B 01/01/2020 01/01/2021 Hawaii Coll Ded $10,000 COMBINED SINGLE LIMIT (Ea accident) 10 CSE S60203 Comp Ded $10,000X EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $5,000,000 $5,000,000 $25,000 01/01/2020UMBRELLA LIABE 01/01/2021XOOG46663044 RETENTIONX X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH-ERPER STATUTEC01/01/2020 01/01/2021 AOS 10WBRS60201D 01/01/2020 01/01/2021 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / AN WI WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 10WNS60200 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate Holder is included as Additional Insured in accordance with the policy provisions of the General Liability policy. A Waiver of Subrogation is granted in favor of City of Carlsbad/CMWD in accordance with the policy provisions of the General Liability policy. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVECity of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services PO Box 4668, ECM - ECM #35050 New York NY 10163-4668 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. POLICY NUMBER:COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Information required to complete this Schedule, if not shown above, will be shown in the Declarations. 8. Transfer Of The following is added to Paragraph Rights Of Recovery Against Others To Us of Section IV – Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 Page 1 of 1© Insurance Services Office, Inc., 2008 10 C S60202 PURSUANT TO APPLICABLE WRITTEN CONTRACT OR AGREEMENT YOU ENTER INTO"