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HomeMy WebLinkAboutCardio Partners Inc; 2021-04-09;ii Cardio Partners PREMIUM SERVICE CONTRACT CARDIO PARTNERS, INC. - EQUIPMENT SERVICES CONTRACT ("Contract") dated as of this 9 day of April, 2021 ("Effective Date") is entered into by and between City of Carlsbad Fire Department ("Customer"), having its principal place of business at 2560 Orion Way Carlsbad, CA 92010 and CARDIO PARTNERS, Inc. ("CARDIO PARTNERS") having offices located at 1001 Flagpole Court, Brentwood, Tennessee 37027. FOR AND IN CONSIDERATION OF the premises and mutual agreements herein, Customer and CARDIO PARTNERS agree as follows: TERMS AND CONDITIONS I. TERM. The term of this Contract shall become effective as of the date set forth above and shall remain in full force and effect for 3 months ("Initial Tenn"). 2.COVERED EQUIPMENT AND SERVICES. Covered Equipment under this Contract shall mean all equipment listed in the attached Schedule A below that will be eligible for Repair Services and/or Preventative Maintenance Services pursuant to this Contract. Covered Services shall mean the designated Repair Services and/or Preventative Repair Services, to be performed by CARDIO PARTNERS at the designated service frequency as reflected in Schedule A and during Designated Service Hours. 3.REPAIR SERVICES. Repair Services shall mean, subject to the Excluded Services identified below, the following repair services that CARDIO PARTNERS will perform on a Covered Equipment: •Repairs required to return the Covered Equipment to the original equipment manufacturer's specification 4. PREVENTATIVE MAINTENANCE SERVICES. Preventative Maintenance Services shall mean, subject to the Excluded Services identified below, the preventative maintenance services that CARDIO PARTNERS will perform on the Covered Equipment pursuant to this Contract: •Verification of proper instrument calibration; •Verification that instrument mechanical operations and output measurements are consistent with applicable product specifications; •Performance of an electrical safety check in accordance with National Fire and Protection Guidelines; •An inspection within thirty (30) days of the execution of this Contract and any subsequent renewal date, if renewed. 5. EXCLUDED SERVICES. Excluded Services shall mean all services that are not expressly set forth in Repair Services and/or Preventative Maintenance Services Sections of this Contract. Excluded Services include, but is not limited to, the following: •Supply or repair of accessories or disposables (e.g., patient cables, recorder paper, etc.); •Excessive wear and tear; •Damage caused by (or repairs needed due to) misuse, abuse, abnormal operating conditions, operator errors, and/or acts of God; •Repairs to return Covered Equipment to normal operating condition at the time of initial inspection if the equipment is not in normal operating condition; •Case changes; •Repair or replacement of items not originally distributed or installed by CARDIO PARTNERS; O Internal, sterilizable and pediatric paddles; O Sp02 sensors and cables; •Communication cables; •Therapy cables; •Patient cables; and •PCMCIA modems; 6. CUSTOMER'S OBLIGATIONS. For any Covered Services to be performed at Customer's facilities, it shall be Customer's responsibility to ensure Covered Equipment is located at the Covered Equipment Location set forth in the attached Schedule A at the Page 1 of 5 20190405 scheduled time designated by CARDIO PARTNERS. CARDIO PARTNERS shall be provided full access to such Covered Equipment and adequate working space to complete such Covered Services. 7.UNAUTHORIZED ALTERATION OF COVERED EQUIPMENT. If any person, other than a CARD10 PARTNERS technician, alters any Covered Equipment or the configuration thereof without the prior consent of CARDIO PARTNERS, CARDIO PARTNERS at is sole discretion may exclude such Covered Equipment from coverage under this Contract or charge Customer its standard rate, including the cost of materials and labor, to return to the affected equipment to the original equipment manufacturer's specifications. 8.SHIPPING COSTS. For Covered Services to be performed using CARDIO PARTNERS's facilities. Customer shall have the responsibility of shipping the Covered Equipment to CARDIO PARTNERS using the pre-paid label provided by CARDIO PARTNERS. Upon completion of the Covered Services, CARDIO PARTNERS will ship, at its costs, the Covered Equipment to the Covered Equipment Location set forth in the attached Schedule A. Notwithstanding the foregoing, in the event Customer is only to receive Preventative Maintenance Services, Customer shall be responsible for all shipping costs associated with shipping the Covered Equipment to and from CARDIO PARTNERS's facility. 9.DESIGNATED SERVICE HOURS. Designated Service Hours shall mean the hours of 8:00 A.M. and 5:00 P.M. Central Time, Monday through Friday, excluding all Holidays. In the rare circumstance when CARDIO PARTNERS service technicians are rendered unavailable due to mandatory training commitments or other Delay, CARDIO PARTNERS will perform the service as soon as reasonably possible. 10.DOCUMENTATION. Following each Repair Service and/or Preventative Maintenance Service, CARDIO PARTNERS will provide Customer with a written report of actions taken or recommended and identification of any materials replaced or recommended for replacement. 11.LOANER UNITS. If a CARDIO PARTNERS product is listed as a unit of Covered Equipment for Repair Services and needs to be removed from Customer's facilities to complete the Covered Services, CARDIO PARTNERS will loan to Customer a substantially equivalent piece of equipment ("Loaner Unit"), at no charge, until the Covered Equipment is returned to Customer. Customer assumes complete responsibility for the Loaner Unit and shall return, at CARDIO PARTNERS's expense, the Loaner Unit to CARDIO PARTNERS in the same condition as received upon the earlier of the return of the removed unit or CARDIO PARTNERS's request. Customer's use of the Loaner Unit shall be subject to terms and conditions of CARDIO PARTNERS's "Loaner Contract". Notwithstanding the foregoing, Customer shall be charged CARDIO PARTNERS's standard rate for a Loaner Unit if Customer is only receiving Preventative Maintenance Services. 12.ADDITIONAL SERVICES. Additional Services means any and all services other than Covered Services as expressly defined in this Contract. Further, Additional Services includes, but is not limited to, services for equipment/instruments that are not Covered Equipment and services requested outside the designated service frequency or Designated Service Hours. Additional Services shall be performed at CARDIO PARTNERS's current rates. Further, Customer shall be responsible for all travel costs incurred and mileage at the rate of hourly labor multiplied by average travel time. 13.PAYMENT. The annual fee for the Covered Services ("Annual Service Fee") is set forth in Schedule A and shall be due and payable (i) with respect to the Initial Term, contemporaneously with the execution of this Contract; and (ii) with respect to a Renewal Term, thirty (30) days prior to the commencement of such Renewal Term. For Customers with credit accounts with CARDIO PARTNERS, payment shall be made within thirty (30) days of the mailing of the invoice to Customer (or such other terms as CARDIO PARTNERS confirms to Customer in writing). Customer shall utilize the same billing and payment method for the entire Term of the Contact, unless approved in writing by CARDIO PARTNERS. In addition to the cost of Covered Services or Additional Services performed, Customer shall pay or reimburse CARDIO PARTNERS for any sales, use, excise, goods or services tax that CARDIO PARTNERS is required to collect from Customer. Discounts, special terms, or promotions cannot not be combined with the terms and pricing of this Contract. 14.TERMINATION. Either party may terminate this Contract, as of the date specified in a notice of termination, if the other party materially breaches its obligations under this Contract and does not cure such breach within thirty (30) days after receiving notice of such breach. If CARDIO PARTNERS terminates this Contract for cause and/or incurs expenses to enforce this Contract, it shall be entitled to recover from Customer any and all damages, losses, expense and costs, including reasonable attorney's fees, incurred by CARDIO PARTNERS as a result of or in connection with Rich termination and/or enforcement. 15.WARRANTY. CARDIO PARTNERS warrants Repair Services performed under this Contract against defects in material and workmanship for ninety (90) days from the date of the Repair Service was performed. Customer shall provide CARDIO PARTNERS Page 2 of 5 10/28/2020 written notice of any alleged defective material or workmanship within the same ninety (90) day period. EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT, CARDIO PARTNERS DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE COVERED SERVICES, ADDITIONAL SERVICES AND/OR ANY LOANED UNITS TO BE PROVIDED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 16. LIMITATION OF LIABILITY. IN NO EVENT SHALL CARDIO PARTNERS BE LIABLE FOR LOSS PROFITS, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, CUSTOMER'S SOLE REMEDY SHALL BE THE REPAIR OF THE COVERED EQUIPMENT (INCLUDING THE REPLACEMENT OF ANY DEFECTIVE PARTS) OR. REFUND OF FEES ASSOCIATED WITH THE SERVICES TO BE PROVIDED TO SUCH COVERED EQUIPMENT. THIS LIMITATION OF LIABLITY SECTION SHALL APPLY TO COVERED SERVICES, ADDITIONAL SERVICES AND ANY LOANED UNITS. NOTWITHSTANDING THE FOREGOING, CARDIO PARTNERS'S TOTAL LIABILITY UNDER THIS CONTRACT SHALL NOT EXECEED THE AMOUNT OF FEES PAID UNDER THIS CONTRACT AND THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT SERVE TO EXPAND SUCH LIMITS OF LIABILITY. 17, FORCE MAJEURE. CARDIO PARTNERS will not be liable for any loss or damage of any kind due to its failure to perform or delay in its performance under this Contract. A delay means any failure to perform resulting from any cause beyond CARDIO PARTNERS reasonable control, including, but not limited to, acts of God, labor disputes, labor shortages, the requirements of any governmental authority, war, civil unrest, delays in manufacture, obtaining any required license or permit, and/or CARDIO PARTNERS's inability to obtain goods from its usual sources. Any such delay shall not be considered a breach of CARDIO PARTNERS's obligations and the performance dates shall be extended for the length of such delay. 18.INDEMNITY. Customer agrees to indemnify and hold harmless CARDIO PARTNERS from any and all injuries, damages, claims, suits, costs, attorney's fees, or any other loss or obligation of any kind or nature arising out of or in any way related to the use and/or operation of the Covered Equipment and/or any Loaned Units. This provision shall survive the termination of this Contract. 19.NON-SOLICITATION. Customer agrees to not solicit or employ CARDIO PARTNERS personnel during the Term of this Contract or for one (1) year following its expiration without CARDIO PARTNERS's prior written consent 20.MISCELLANEOUS. This Contract shall be governed and constructed in accordance with the substantive laws of the State of Ohio and without regard to its laws concerning choice of law. The parties agree that any legal action brought by any party hereto in connection with this Contract shall be maintained in the state and/or federal courts located in Columbus, Ohio. Customer may not assign this Contract or any rights and obligations hereunder, in whole or in part, without prior written consent of CARDIO PARTNERS. The captions contained in this Contract are for reference only and shall not limit or control the meaning of any provision of this Contract. Any waiver, amendment or modification of any provisions of this Contract or any right, power or remedy hereunder shall not be effective unless made in writing and signed by the party against whom enforcement of such waiver, amendment or modification is sought. In the event that any portion of this Contract is determined to be illegal or unenforceable, such illegality or unenforceability shall not affect the remaining terms of this Contract. This Contract and Schedule A are the complete and exclusive agreement between the parties with respect to the subject matter hereof and supersede all prior Contracts, negotiations, and communications on such subject matter. Schedule A Page 3 of 5 10/28/2020 Notes: 1.) Email service@cardiopartners.com for all questions, quotes, pricing or items not listed. 2.)We offer on-site services for PM work for an additional fee. 3.)We offer one free loaner (1), or add additional loaners for DEFIBs $300 or AED's $100 each. 4.)Premium coverage offered as a 1, 2, or 3 year plans only. Premium Contract / Pricing per Unit / Per Year Premium Coverages (Coverage Offered from 1-3 years) Premium plan includes (1) PM/per year, labor and parts of functional items only. Doesn't cover labor/parts for non- functional repairs, cosmetic, physical damage, or improper use. Signed Service Agreement Required. Item Fee Qty Yrs Total Philips MRX's $1,100 11 1/4 (3 Months) $3,025.00 Subtotal Premium Contract Total $3,025.00 Premium Contracted Items / Serial # Log Manufacturer Model SN# 1 Philips Heart Start MRX US00545515 2 Philips Heart Start MRX US00545449 3 Philips Heart Start MRX US00545350 4 Philips Heart Start MRX US00546679 5 Philips Heart Start MRX US00545358 6 Philips Heart Start MRX US00546680 7 Philips Heart Start MRX US00545701 8 Philips Heart Start MRX U500545476 Page 4 of 10/28/2020 9 Philips Heart Start MRX US00317055 10 Philips Heart Start MRX US00325240 11 Philips Heart Start MRX US00325233 12 13 14 15 16 17 CARDIO PARTNERS Customer Signature: Signature: Printed Name: tC,jJ e-beAr. Printed Name: /.../froe eskt-ozztarreeD Title: 16 eyve_olt r r„..k Se.A.11 Mwct Title: es*: c...:4,1ic-F Date: f/ Za>1-I Date: Alec V7, )21)2, f Purchase Order #: APPROVED AS TO FORM Celia A. Brewers City Atto BY: Asét/DLity City Attorney City of Carlsbad, CA Page 5 of 5 10/2812020 Holder Identifier 11) Certificate No SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carlsbad Fi re Department 2560 ori on way Carlsbad CA 92008-7240 USA AUTHORIZED REPRESENTATIVE Moi,9ftwe.,ACtizade5.„. et!Br ----- —", 0 AW 12 ICP CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDEVYYYY),1124/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services Northeast, Inc. COl UMbUS OH offi ce 445 Hutchinson Avenue Suite 900 Columbus OH 43235 USA CONTACT NAME: PHONE (866) 283-7122 FAX (800) 363-0105 (A:C. No. Est): (A/C. No.): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURED Cardio Partners, Inc. 5000 Tuttle Crossing Blvd. P.O. Box 8023 Dublin OH 43016 USA INSURER A: NOetiC Specialty Insurance co 17400 INSURERS: Hartford Fire Insurance co. 19682 !num c: sentinel Insurance Company, Ltd 11000 INSURER D: Hartford Casualty Insurance Co 29424 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570085021703 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 INSR LTR TYPE OF INSURANCE ADDL INSD SUER WVD POLICY NUMBER POLICY EFF (NINI,VDNYTY1 POLICY EXP (MIWDEVYYYY) LIMITS 8 X COMMERCIAL GENERAL LIABILITY 33uuNvG3435 12/01/2020 12/01/2021 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $300,000 M.ED EXP (Any are person) $10,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 52,000,000 — PRO- POLICY X LOC JECT PRODUCTS - COMP/OP AGO Excluded OTHER: C AUTOMOBILE LIABILITY 33 UUN VG3435 12/01/2020 12/01/2021 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 X ANY AUTO BODILY INJURY ( Per person) OWNED SCHEDULED AUTOS BODILY INJURY (Per accident) AUTOS ONLY HIRED AUTOS ONLY _ NON-OWNED AUTOS ONLY PROPERTY DAMAGE (Per accident) ,. 0 X UMBRELLA LIAB X OCCUR 33RHUVG1892 12/01/2020 12/01/2021 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED X RETENTION $10 000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY V,/ N PER STATUTE 011-1- ER ANY PROPRIETOR / PARTNER i EXECUTIVE OFFICERWEMBEREXCLUDE3? N / A E.L. EACH ACCIDENT (Mandatory In NH) It describe C.L DISEASE-EA EMPLOYEE yes. under DESCRIPTION OF OPERATIONS below EL. DISEASE-POLICY LIMIT A Products Liab N200H380024 Claims made 12/01/2020 12/01/2021 Aggregate Limit Agg Deductible Per Occ Limit S10,000,000 $150,000 S10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) city of Carlsbad is included as Additional Insured in accordance with the policy provisions of the General Liability, Product Liability and Automobile Liability policies. Umbrella Liability policy is follow form to the General Liability and Automobile Liability policies. CERTIFICATE HOLDER CANCELLATION ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000037575 LOC #: 41•••••••••••"----ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY Aon Risk Services Northeast, Inc. NAMED INSURED Cardio Partners, inc. POLICY NUMBER See Certificate Number: 570085021703 CARRIER See Certi ficate Number: 570085021703 NAIC CODE EFFECTIVE DATE. ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S) AFFORDING COVERAGE NAIC if INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSR UM TYPE OF INSURANCE ADM INSD SUER WVD POLICY NUMBER POLICY EFFECTIVE DATE IMM/DDNYVY) POLICY EXPIRATION DATE (MMTDDATIY) LIMITS OTHER A Products Li ab N20oR380024 CI aims made 12/01/2020 12/01/2021 Per occ Deductible S50,000 ACORD 101 (2000101) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Sarnova, Inc. Policy Number: 33ULINVG3435 Policy Period: 12/1/20 - 12/1/21 COMMERCIAL AUTOMOBILE HA 99 16 03 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1)Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2)Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a)That is a partnership or joint venture, (b)That is an "insured" under any other policy, (c)That has exhausted its Limit of Insurance under any other policy, or (d)180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1)The agreement requires you to provide direct primary insurance for the lessor and (2)The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. D. Additional Insured if Required by Contract (1) Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: f. When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." Form HA 99 16 03 12 ©2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 1 of 5 Sarnova, Inc. Policy Number: 33UUNVG3435 Policy Period: 12/1/20 - 12/1/21 The insurance afforded to any such additional insured applies only if the "bodily injury" or "property damage" occurs: (1)During the policy period, and (2)Subsequent to the execution of such written contract, and (3)Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2) How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a)The limits of insurance specified in the written contract or written agreement; or (b)The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. (3) Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non- contributory with the additional insured's own insurance. (4) Duties in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contract or written agreement that another •person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM , SUIT OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. E. Primary and Non-Contributory if Required by Contract Only with respect to insurance provided to an additional insured in 1.D. - Additional Insured If Required by Contract, the following provisions apply: (3)Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Other Insurance 5.d. (4)Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (3) and (4) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so. but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2)The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, by the method described in Other Insurance 5.d. 2_ AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The OTHER INSURANCE Condition is amended by adding the following: Form HA 99 16 03 12 © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 2 of 5 Sarnova, Inc. Policy Number: 33UUNVG3435 Policy Period: 12/1/20 - 12/1/21 If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 3.AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply if you have workers' compensation insurance in-force covering all of your "employees". Coverage is excess over any other collectible insurance. 4.HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1)$100,000; (2)The actual cash value of the damaged or stolen property at the time of the "loss"; or (3)The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover 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, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 5.PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. of SECTION Ill - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 6.LOAN/LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 7.AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 8.ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs 8.4 - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: (1)Permanently installed in or upon the covered "auto"; (2)Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3)An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or Form HA 99 16 03 12 CD 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 3 of 5 Sarnova, Inc. Policy Number: 33UUNVG3435 Policy Period: 12/1/20 - 12/1/21 (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b.Section III — Version CA 00 01 03 10 of the Business Auto Coverage Form, Physical Damage Coverage, L_imit of Insurance, Paragraph C.2 and Version CA 00 01 10 01 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C are each amended to add the following: $1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 9.EXTRA EXPENSE BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 10.GLASS REPAIR - WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11.TWO OR MORE DEDUCTIBLES Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1)If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2)If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1)You, if you are an individual; (2)A partner, if you are a partnership; (3)A member, if you are a limited liability company; or (4)An executive officer or insurance manager, if you are a corporation. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 14. HIRED AUTO - COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY - of SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: e. For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 15. WAIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS is amended by adding the following: 0 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 4 of 5 Sarnova. Inc. Policy Number: 33UUNVG3435 Policy Period: 12/1/20 - 12/1/21 We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 16.RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V- DEFIN ITIONS is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 17.EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 18.HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non-hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a.lf the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non-hybrid" auto's actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a.A "non-hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b.A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 19.VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. Form HA 99 16 03 12 @ 2011, The Hartford (includes copyrighted material of ISO Properties, Inc., with its permission.) Page 5 of 5 Sarnova, Inc. Policy Number: 33UUNVG3435 Policy Period: 12/1/20 - 12/1/21 SECTION II - WHO IS AN INSURED 1. If you are designated in the Declarations as: a.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. b.A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c.A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d.An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e.A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these ."employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a)To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b)To the spouse, child, parent, brother or sister of that co-"employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (1)(b) above; or (d)Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services: (a)Subparagraphs (1)(a), (1)(b) and (1)(c) above do not apply to any "employee" or "volunteer worker" providing first aid services; and (b)Subparagraph (1)(d) above does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a)Owned, occupied or used by, (b)Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1)With respect to liability arising out of the maintenance or use of that property; and (2)Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. HG 00 01 0916 Page 11 of 21 Sarnova, Inc. Policy Number: 33UUNVG3435 Policy Period: 12/1/20 - 12/1/21 The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which such insured is also a named insured under another policy or would be a named insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b.Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c.Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a."Bodily injury" to a co-"employee" of the person operating the watercraft; or b."Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to: (a)"Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the 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 such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f)Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (9) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or Page 12 of 21 HG 00 01 09 16 Sarnova, Inc. Policy Number: 33UUNVG3435 Policy Period: 12/1/20 - 12/1/21 (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 does not apply to: (i)The exceptions contained in Sub- paragraphs (d) or (f): or (ii)Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This Insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1)Any person(s) or organization(s) from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). (2)With respect to the insurance afforded to these additional insureds this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. c. Lessors Of Land Or Premises Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply: This insurance does not apply to: 1.Any "occurrence" which takes place after you cease to lease that land; or 2.Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors Any architect, engineer, or surveyor, 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 1-IC 00 01 09 16 omissions of those acting on your behalf: (1)In connection with your premises; or (2)In the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: 1.The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2.Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. e. Permits Issued By State Or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (1)"Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2)"Bodily injury" or "property damage" included within the "products-completed operations hazard". f. Any Other Party Any other person or organization who is not an additional insured under Paragraphs a. through e. above, 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; Page 13 of 21 Sammie, Inc. Policy Number: N200H380024 Policy Period: 12/01/2020 - 12/01/2021 168 03 08 Page I of 1 THIS ENDORSEMENT CHANGES THE COVERAGE FORM. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE FORM ADDITIONAL INSURED - PRIMARY COVERAGE Section II - Who is an Insured - Part 3. 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: E. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in connection with "your product" or in the performance of "your work" for the additional insured(s) designated below. There is no coverage for the additional insured for "bodily injury" or "property damage" arising out of the sole negligence of the additional insured or by those acting on behalf of the additional insured. The insurance afforded to such person(s) or organisation(s) is primary and shall not contribute with any other insurance which such person(s) or organization(s) have. SCHEDULE Additional Insured Person(s) or Organization(s) /Description of Work Performed: Where required by contract on a "reporting basis". Al! other terms and conditions remain unchanged.