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California Surveying & Draft Supply; 2022-07-12;
City Attorney Approved Version 6/12/18 1 AGREEMENT FOR FORENSICS CAPTURE SOFTWARE AND TRAINING CALIFORNIA SURVEYING & DRAFT SUPPLY THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2022, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and California Surveying & Draft Supply, a licensed supplier for Trimble Forensics, ("Contractor"). RECITALS A. City requires the professional services of a contractor that is experienced in forensics surveying equipment, software, and training. B. Contractor has the necessary experience in providing professional services and advice related to forensics surveying equipment, software, and training. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of ninety (90) days from the date first above written. All training must be completed within ninety (90) days. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be twenty-seven thousand nine hundred eighty-six dollars ($27,986). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed twenty-seven thousand nine hundred eighty-six dollars ($27,986) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be DocuSign Envelope ID: A830B860-6A37-434D-8D2A-FA04F8CD8A84 12th July City Attorney Approved Version 6/12/18 2 under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, 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 City incurs or makes to or on behalf of an injured employee under the City’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 Contractor 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 Contractor or Contractor’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. DocuSign Envelope ID: A830B860-6A37-434D-8D2A-FA04F8CD8A84 City Attorney Approved Version 6/12/18 3 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor 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 City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. DocuSign Envelope ID: A830B860-6A37-434D-8D2A-FA04F8CD8A84 City Attorney Approved Version 6/12/18 4 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Matt Bowen Name Cesar Zayas Title Police Corporal Title Sales Representative Department Police Department Address 540 S. Andreasen Dr Ste A City of Carlsbad Escondido, CA 92029 Address 2560 Orion Way Phone No. 619-534-1118 Carlsbad, CA 92010 Email 619*-534-1118 Phone No. 760-931-2100 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. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No X DocuSign Envelope ID: A830B860-6A37-434D-8D2A-FA04F8CD8A84 □ City Attorney Approved Version 6/12/18 5 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide DocuSign Envelope ID: A830B860-6A37-434D-8D2A-FA04F8CD8A84 City Attorney Approved Version 6/12/18 6 employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. DocuSign Envelope ID: A830B860-6A37-434D-8D2A-FA04F8CD8A84 City Attorney Approved Version 6/12/18 7 CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) DIVISION DIRECTOR (print name/title) ATTEST: By: (sign here) FAVIOLA MEDINA City Clerk Services Manager (print name/title) If required by City, 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 must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: A830B860-6A37-434D-8D2A-FA04F8CD8A84 Julie Timpone VP Martin Trudelle President lllid:uq WiW@'t s fA. .._,.J.," 'T rv .leile. City Attorney Approved Version 6/12/18 8 EXHIBIT “A” SCOPE OF SERVICES Prices are quoted in US dollars. All Taxes and applicable freight charges are extra. Taxable items are: All hardware including rentals, parts, leases, and USB software keys. Non-taxable items are: Service labor, training, and network software keys. We accept Visa, Mastercard and American Express for payments up to $2,500. Net 30 day payment terms are available upon completion and approval of a credit application. Products will be shipped to the destination specified by Customer, F.O.B. CSDS's Shipping point. Installation prices will be specified as separate line item on the quotation. All returns and exchanges must be made within 30 days of invoice. All returns subject to a 25% restocking fee. No cancellations, refunds, or exchanges on Special Order (including all Major Hardware, Mapping/Surveying/Construction/Geospatial Instruments and/or Software). All training must be completed within 90 days of invoice date. No refunds for training that is not performed within this time. DocuSign Envelope ID: A830B860-6A37-434D-8D2A-FA04F8CD8A84 Material . . List . Sales Total N b Product Code Product Description P . Quantity P . P . um er nee rice nee 901072 FOR-01-0105 Trimble R4s LE GNSS Single Receiver Kit With 2m Pole And Bipod 7,005.00 1.00 6,654.75 6,654.75 901071 FOR-02-0209 Trimble TDC600 With Trimble Forensics Capture Software And Pole Bracket Bundle 3,825.00 1.00 3,633.75 3,633.75 595748 FOR-02-0226 Trimble T10x Tablet With Forensics Capture Softare And X7 Module 8,710.00 1.00 8,274.50 8,274.50 598924 FOR-03-0313-NR Trimble Forensics Suite Software Subscription (Includes Reveal And 399.00 1.00 399.00 399.00 Realworks Forensics) -1 Year 598924 FOR-03-0313-NR Trimble Forensics Suite Software Subscription (Includes Reveal And Realworks Forensics) -1 Year 399.00 1.00 399.00 399.00 600441 FOR-05-CPRTX Trimble Forensics Regional CenterPoint RTX Subscription For 1,095.00 1.00 1,095.00 1,095.00 Trimble R4sLE or R12i Receiver -1 Year 98100 FREIGHT COM Freight -Common Carrier 30.00 1.00 30.00 30.00 CARR 598748 TRIMBL-5D-IP On Site 5 Day T!f!ining -Trimble Forensics 7,500.00 1.00 7,500.00 7,500.00 Totals Total Discount Amount 977.00 Total (BEFORE TAX) 27,986.00 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 6/21/2022 (916) 380-5300 (916) 380-5206 36170 California Surveying And Drafting Supply 4733 Auburn Blvd. Sacramento, CA 95841 25674 19046 A 1,000,000 X Y630-3F061592 1/1/2022 1/1/2023 100,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000A 810-4L111918-22-14-G 1/1/2022 1/1/2023 4,000,000B EX-7H534610-22-14 1/1/2022 1/1/2023 4,000,000 0 C UB-9J446754-22-14-G 1/1/2022 1/1/2023 1,000,000 1,000,000 1,000,000 Additional Insured per attached endorsement(s): The City of Carlsbad. City of Carlsbad 2560 Orion Way Carlsbad, CA 92010 CALISUR-02 JTHEIS Bender Insurance Solutions 516 Gibson Drive Suite 240 Roseville, CA 95678 Travelers Casualty Company of CT Travelers Prop Cas Co America Travelers Cas Ins Co of Amer X X X X X X X DocuSign Envelope ID: A830B860-6A37-434D-8D2A-FA04F8CD8A84 ACORD" I ~ I ~ □ □ ~ ~ ~ □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ I COMM RCI L GE ERAL LIA ILI YEANBT T IS ENDORSEMENT CHANGES T E POLICY.PLEASE READ IT CAREFUL Y.H H L XTEND ENDORSEMENT FOR SERV CE INDUSTRIESI Thi e dorseme t m d fie i surance prov ded under he f l o ing:s n n o i s n i t o l w COMM RCI L G NERAL IAB LI Y COVERAG PA TEAELITER GE ERAL D S RIP I N O CO ERAGENECTOFV Thi e dorseme t broadens cov rage.Howev r cov rage fosnnee,e r any inj ry,dam ge or medi a ex ense de cribed in any o the provuaclpssfi ion o th s e do sem nt massfinrey be ex luded or limted by anot er en orsem n to thi Cov rage Pacihdetsert,and these cov rage broa ening prov sionsedi do not apply to the ex ent 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ket Addi io al Insured Mo tgagees,n t n r Assi nee ,Su ce so s O ece v rsgscsrrRie b.Af e the date,i any during the pol cy periodtrf,iPOISIONRVSthatyounolongermantainaownershipin i tere t o m re than 50%n such subsi ia ynsfoidr.A.WH IS AN INSU ED UNNAMEDOR SUBS DIARIESI Fo purpo es o aragraphrsfP 1.o Se tionfc II Who Is An In ured ea h such subsi ia y wi l bes,c d r lThefolowigiadedtolnsdSETIONIIWHOISC deem d to e de ignated in the Declarat on a :e b s i s sANINSUEDR: a.A im ted l ab l ty company;l i i i iAnyoyorsubsidiare,ot er than a partne shipfuishr b.An o ganizat on othe than a pa tnership,r i r rorjoitvnture,that is not shown a a Nam dnese jo n v n ure or li i ed l a ili y com any;oitetmtibtprIsuredintheDelaationisaNamdInsuredncrse i :f c.A rust;t a indi ated in i s name or the do ume t thasctcnsta.Y u a e the sole owner o ,o m in ain anorfrat gov rn it stru ture.e s cownershipiteretomoethan50%i ,suchnsfrn subsidia y on the fi st day o the pol cyrrfi B WH IS AN INSU ED EMPLO EES AND.O R Y pe iod andr;VO UN E R WO KERS BOD LY INJU YLTERIR TO CO EMPLO EES AND CO VO UN E R-Y -L T Eb.Su h subsidiary i not an i sured undecsnr WO KERSRsiilaohernsurane.m r t i c The fo lo ing i added to Pa agraphlwsr 2.a.1)(ofNosuchsubsidiayisaninsuredfo"bodilyrr SE TI N II WHO I AN INSUREDCOS:i ju y o "property dam ge that occurred onr"r a ",r Pa ag aphsrr (1)a)(,(b)a dn (c)abov do noet"pe sonal a d adv rti i g i ju y"ca sed by anrnesnnru apply to "bodi y inju y to a co "em loyee whilelr"-p "o fe se com i ted:f n m t i the course o the co-em loy e'"em loy ennf"p e s p m ta.Be o e yo ma ntained a ownershi intere tfruinps by yo o perfo m ng dutie rela ed to theurristomoethan50%i such ub idiary;orfrnss conduct o you busi e s,or to "bodi y i ju y"tofrnslnr CG 4 67 02 19D ©2017 T e Travelers Indemnity Company.All rights rehserved.Pa e 1 o 5gf Includes copyrighted material of nsurance Services Of iceIf,Inc.with its permis ion.s DocuSign Envelope ID: A830B860-6A37-434D-8D2A-FA04F8CD8A84 COMM RCI L G NERAL IAB LI YEAELIT y ur o her "v l ntee workers while perfo m notourrig D B ANKET ADDIT ONAL INSU ED.L I R"B OADR F RM VENDO SORduierelatedtotheconductoyorbusines.t s f u s The fo lowi g i ad ed tolnsd SE TION II WHO ISCC.WH IS AN IN URED N WLY ACQU REDOSEI AN INSU EDR:O FO MED LIMIT D L ABIL T CO PANIESRREIIYM Any pe son o o gani at on that i a v ndor anrrrzisedThefoloingrelaesParagraphlwpc3.of that you hav agreed in a writ en cont act oetrrSETINIIWHOIANINSUEDCOSR: ag ee ent to include a an additio al in ured onrmsns3.Any o ganizat o y u newly a qui e or fo mrinocrr,th s Cov rage Part i an insured,but only witieshoterthanapatnershipojoinvnture,anhrrted re pe t to liabil ty fo "bodily i ju y o "prope tyscirnr"r rowhihyouaethesoleowneroinwhihfcrrcdamaethatg":y u m i ta n an owne ship intere t o mo eoanirsfr than 50%,wi l qual fy a a Nam d I sured iflisen a.Occurs subse uent to the signing o thatqf the e i no other si i ar in urance av ila le cont a t or ag eem nt;andrsmlsabrcre to that organizat o .Howev r:i n e b.Ari e out o "y ur products"that aressfo a.Cov rage under this provsion is di trib ted o sold in the regeisurular co rse ouf a fo ded on y such v ndor'busine s.f r l :e s s (1)Unt l the 180th day a ter yo a quire The in urance prov ded to suchifucsi v ndo i subje tersc or fo m the organi a ion or the end to the o lowing prov sion :r z t f l i s o the poli y perio ,whi hev r isfcdce a.The lim t o i surance provded to suchisfniealeriyudonotrepotsuchri,f o r v ndor wi l be the m nim m l m t that y ueliuiisoorganiationinwriigtouswitiztnhnageetoproideinthewritencotratordvtncr180dayateryouaquireorfomi;s f c r t ag ee ent,o the l m t shown i thermriisnorDelaation,whi hev r are e s.c r s c e l s (2)Unt l the end o the pol cy perio ,i f i d b.The i surance prov ded to such v ndor doenieswhenthatdateilaterthan180dayssnoaplyo:t p tateryoaquireorfomsuchfucr organi ation,if y u repo t suchzor (1)Any ex re s warranty not au ho ize bypstrd organi ation in wri i g to us wit i y u o any di tributio or saztnhnorsnle fo ar 180 ay a te yo a qui e or o m it pu po e not authorized by yo ;d s f r u c r f r ;r s u b."(2bodily)Any change i ""m de bynaCovrageeAdoesnotapplytoyuproductors such v ndor;eijuy"o "prope ty dama e thatnrrrg" o curred be o e you a quired o fo mecfrcrrd (3)Re a kaging,unle s unpa ked so ely fopcsclrtheoganzaton;anriid the purpose o inspe tio ,f c n demo stratio ,te ting,o thennsrc.Cov ragee B doe not ap ly to "perso alspn and adv rti ing injury ari ing out o a substi ution o pa t underes"s f n t f r s instru tionsc fro the ma u a ture ,and thenmnfcroffensecommittedbeforeyouacquired re a kaged i the original con aine ;p c n t rorformedtheorganization. Fo the pu po e o Paragraphrrssf 1.o Sectionf (4)Any fa l re to ma e such in pection ,i u k s s ad ustme t ,te ts o se v cin ajnssrrigsIIWhoIsAnInsured,each such v ndors ag ee to perfo m o no m llyerrrraorganizationwillbedeemedtobe unde take to pe fo m in the regularrrrdesignatedintheDeclarationsas: cour e o business,in conne t on witsfciha.A im ted l ab l ty company;l i i i i the distribut on or sa e o "y uilforb.An organi at on,ot er than azih produ ts";cpatnershipjoitvntueorlimtedr,n e r i (5)De o stra ion instal a ion,se v ci g omnt,l t r i n rlabltycomanyoriiip;re ai operation ,ex ept suchprscc.A rust;t operatio s perfo me at such v ndo 'n r d e r s prem se in conne t on wi h the sale oiscitfasindicatedinitsnameorthedocuments "y u roduct ";ororpsthatgovernitsstructure. Pa e 2 o 5gf ©2017 T e Travelers Indemnity Company.All rights rehserved.CG 4 67 02 19D Includes copyrighted material of nsurance Services Of iceIf,Inc.with its permis ion.s DocuSign Envelope ID: A830B860-6A37-434D-8D2A-FA04F8CD8A84 COMM RCI L G NERAL IAB LI YEAELIT ()6 "Yo r products"that a te di tr butio ou,f r s i n r a.Is "bo ily injury or "prope ty dam ge"thatd"r a sale by you,hav bee labeled o o curs,o i "pe sonal and adv rtenrcrsrei ing injurys" re a eled o used a a co tai er,part o caused by an o fe slbrsnnrfne that i com it ed,s m t i gred en of any other thing o subsequent to the signing o thatnitrf con ra t otcr substan e by or on behal o such ag ee ent;andcffrm v ndor.e b.Ari e out o the ownership,ma ntenance ossfir use of the prem se for whi h thatiscCovrageunderthipovsiondoenotapplytoesris: m rtgagee,a signee,succe so o re eiv rossrrcea.Any pe son o o ganiza io from whom yorrrtnu i re ui ed under tha co tra t or ag ee entsqrtncrmhavaquied"y u products",o anyecrorr to be in luded a an addi ional i sured oncstnigredien,part o containe entering in o,n t r r t ths Cov rage Partie.a com any ng o containin such produ ts;c p i r g c The insuran e prov ded to such mo tgagee,c i ror a signee succe sor o re eiv r i subje t to thes,s r c e s cb.Any v ndo fo whi h cov rage a anerrces fo lowi g provsions:l n iaddtionalisuredspeifcalyischeduledincils a.The lim t o in urance prov ded to suchisfsibyendorsement. m rtgagee,a signee,succe so o re eiv rossrrceEBANKETADDTONALINSURED.L I I wil be the m nim m lim t that y u ag ee toliuisordCONROLNGINERETTLITSprovdeithewritenconratoragreemnt,i n t t c e1.The fo lo i g is ad ed tolwnd SECTI N IIO or the lim ts shown in the De larat on ,i c i sWHSANINSUREDOI:whi hev r are e s.c e l s Any pe son or o ganizat o that ha fi an ialrrinsnc b.The in uran e provded to such person oscircontoloyoisainsuredwihrespettorfuntcorganiationoenotapplyto:z d slabltyfo"bodi y i ju y ,"property dam geiiirlnr"a "(1)Any "bodi y inju y or "prope ty dam gelr"r a "or "pe sonal and a v r i ing i ju y thatrdetsnr"that o curs,or any "personal andcarieouto:s s f adv rti ing inj ry"cause by an o fe seesudfna.Su h i an ial cont ol orcfncr;that i com it ed,a ter such cont a t osmtfrcr ag ee ent s no lon er in e fe t;ormigfcrb.Su h person'o o ganizat on'scsrri ownership,ma ntenance or use ofi (2)Any "bodily injury ,"property dam ge"o"a r premse lea ed o or o cupied by y u.i s s t c o "pe sonal and adv rti ing inj ry"ari ingresus ou o a y structural a te ation ,newtfnlrsTheinuraneprovdedtosuchpersonoscir constru tion o dem li ion ope ationscrotrorganiationdoenotapplytostructuralzs pe fo med by or on behal o suchrrffaleraton,new construction or dem li iotisotn m rtgagee,assignee,succe so oosrroperatiosperfredbyoronbehalosuchnomff re e v r.c i epesonororganizationr. of G4..B ANKET ADD TLII2.The following is added to Paragraph ONAL INSURED SE TI N II WHO I AN INSU EDCOSR:GO E N ENT L EN I I S P RMIT OVRMATTEESR AU HO I ATI N RELAT N O P EMISETRZOSIGTRSThipaagaphdoesnotapplytoanysrr premse owner,manager or le sor tha haissts The fo lowi g i ad ed tolnsd SE TION II WHO ISC fi a cial o trol o yo .n n c n f u AN INSU EDR: F B ANKET ADD T ONAL INSURED.L I I Any gov rnme tal en ity that ha issued a perm tentsi MO T A E S ASSIGN ES,SUCCESSO SRGGE,E R or aut orizat on wit respe t to prem se ownedhihcis O ECEI ERSRRV or o cupied by or rented or loaned to yo andc,,u that y u are requi ed by any ordinance,law,o rThefolowigiadedtolnsdSETIONIIWHOISC bu l ing code or written con ra t o agreeme t toidtcrnANINSUEDR: i clu e as an additional insured on thisndAnypesonoroganzatonthatisamotgagee,r r i i r Cov rage Pa t is an insured,but only wi hertasigneesuccesoorreeivrandthayos,s r c e t u re pe t to l abi ity fo "bodily injury ,"prope tyscilr"rhavagreedinawritenconratorageeentettcrmdamaeo"personal and adv rti ing injuryg"r e s "to incl de a an addi ional i sured on thisustn ari ing out o the ex stence owne ship usesfi,r ,,Cov rage Pa t is an insured,but only wi hert m i tenance repai ,co structio ,ere tion oan,r n n c rrepettoitslabiiyamotgageeasinee,s c i l t s r ,s g re ov l o a y o the fo lowi g for which thamafnflntsuccesoorreeivrfo"bodi y inju y ,"prope tysrcerlr"r gov rnme tal enti y ha issued such perm t oentsirdamaeo"personal and adv rti ing injuryg"r e s " au horiza ion:adv rt sing signs,awning ,t t e i sthat: CG 4 67 02 19D ©2017 T e Travelers Indemnity Company.All rights rehserved.Pa e 3 o 5gf Includes copyrighted material of nsurance Services Of iceIf,Inc.with its permis ion.s DocuSign Envelope ID: A830B860-6A37-434D-8D2A-FA04F8CD8A84 COMM RCI L G NERAL IAB LI YEAELIT canopie ,ce la ent ance ,coal hole ,m d cal se v ce ",fislrrsseirisrst ai o "Gooddr driv way ,ma hole ,ma quees,hoi t away Sama itan serv ce "toesnsrsris a pe son unle sr,s openings,sidewalk v ult ,elev tor ,street y u a e in the busine s orasasors o cupation ocf banners o de orat on .prov din pro e sional heal h ca ercisigfstr se v ce .r i sHBANKETADDTONALINSURED.L I I GO E N ENT L EN I I S P RMIT O 2.V R M A T T E E S R The fo lo ing rep a es the la t paragraph olwlcsf AU HO I ATI N RELAT NG TOTRZOSI Pa ag aphrr 2.a.1)(of SE TI N II WHO ISCO OP RATION AN IN UREDESS: Unle s y u are i the busine s o o cupatiosonsrcnThefolowigiadedtolnsdSETIONIIWHOISC o prov din pro e sional healt carefigfshANINSUEDR: se v ce ,Pa agraphsrisr (1)a)(,(b),(c)and (d)Any gov rnme tal en ity that ha issued a perm tentsi abov do not ap ly to "bodi y injury ari ingepl"sorautorizatowithrepecttoopeationshinsrouorovdingoralntopovde:t f p i f i i g r ipefomedbyyooronyoubehaladthatyorrurfnu (a)"Inci ental med cal serv ce "by any odiisfarerequiedbyanyordiance,law,buil i g coderndn y ur "em loyee "who i a nu se,nurseopssrorwritencotactoagreementtoincludeaantnrrs a sistant,eme gency medi asrcladdiionalinsuredonthiCovragePartiantses te hni ian,param dic,a hlet c trai er,c c e t i nisured,but o ly wi h re pe t to l abi i y fonntsciltr audiolo i t,die i ian nutri ioni t,g s t c ,t s"bo ily i ju y ,"property dama e"o "perso aldnr"g r n o cupat onal therapi t or o cupat onalcisciandadvrtiinginjryariingouosuchesu"s t f the apy assistan ,phy i a therap st ortscliroperatios.n spee h-language pa holo i t;orctgsTheinsuranceprovdedtosuchgovrmenalient(b)F rst ai o "Good Sama i an se v ce "i d r r t r i senitydoenotapplyo:t s t by any o yo r "em loyee "or "v lunteerfupsoa.Any "bodily injury ,"property dam ge"o"a r worke s",othe than an em loyed orrpr"pe sonal and adv r i ing i ju y a i i g outretsnr"r s n v lunteer do tor.Any such "em loyee "o c p sooperatonperfomedfothefisrror"v l ntee workers"prov din or fa l nourigiig gov rnme tal enti y;orent to prov de fi st aid or "Good Sam r tanirai se v ce "during thei work hours fo yorisrrub.Any "bodi y inju y or "prope ty dam gelr"r a " wil be dee ed to be a ti g withi thelmcnnicluedinthe"products-co ple edndmt sco e o thei em loy ent by y u opfrpmoroperatioshazard.n "pe fo m n dutie related to the co du trrigsncIBANKETADDTONALINSURED.L I I o yo r busine s.f u sGRANTRSORANHISSOFFCE3.The fo lowing repla e the la t se ten e olcssncf The fo lowi g i ad ed tolnsd SE TION II WHO ISC Pa ag aphrr 5.of SE TION III L MIT OCISF AN INSU EDR:INSU AN ERC: Any pe son o organi ation that grant arrzs Fo the purpo es o determ ni g thersfin fra chi e to y u is an i sured,but only wi hnsont appl cable Ea h Occurren e Lim t all re a edicci,l t ,a t or omssions com i ted i prov ding ocsimtnirrespecttoliabilityfor"bodily injury""prope tyr fa l n to provde "inci ental me icaliigidddamaeo"personal and adv rti ing injuryg"r e s " se v ce ",fi st a d or "Good Sama i anrisrirtariingoutoyouropeationinthefrachiesfrsns se v ce "to any one person wil be deemedrislgrantedbyhapersonoroganizato.t t r i n to be one "o currence .c "If a wri ten co tra t o ag ee ent exsts betweetncrrmin 4.The fol owing ex lu ion is added tolcsyuandsuchaddiionalinuredthelmtoots,i i s f Pa agraphr 2.,Exclus onis,of SE TION ICisuraneprovdedtosuchinsuredwilbethencilCOERAGECOERAGEABODI YVSVLmnimmlimtsthatyoagreedtoprovdeintheiuiuiINJUYANDPOPRTDAMAGERREYwritencontatoagreemntorthelmttrcre,i i s L ABI I YILT:shown in the De larat on ,whi hev r a e le s.c i s c e r s Sa e O Ph rmaceu icalslfatJINIDENALEDCALALPRACTIE.C T M I M C "Bo ily inj ry"o "prope ty dam ge ari ingdurra"s1.The fo lowing rep ace Pa agraphllsr b.o thef ou o the v ola ion o a penal sta ute otfitftrdeiiionof"o cur en e in thefntcrc"ordi ance relatin to the sa e ofnglDFINTIONEISSetion:c pharma eut cal com i ted by,o wi h thecismtrt b.An a t o omssion com i ted in k owledge o co sent o ,the ncrimtnrnfisured. prov din or fa l n to prov de "i cidentaligiigin Pa e 4 o 5gf ©2017 T e Travelers Indemnity Company.All rights rehserved.CG 4 67 02 19D Includes copyrighted material of nsurance Services Of iceIf,Inc.with its permis ion.s DocuSign Envelope ID: A830B860-6A37-434D-8D2A-FA04F8CD8A84 COMM RCI L G NERAL IAB LI YEAELIT 5.The fol o ing i a ded to thelwsd D FIN TIONEIS subje t to Parag apcrh 2.a.1)(o Se tionfc II Se tio :Wh I An Insured.c n o s "In i ental m d cal se v ce "m a s:c d e i r i s e n K.B ANKET WAIVER O SUB O ATIONLFRG a.Med cal surgica ,den al laborato y,xi,l t ,r -The fol o ing is added to Pa agraphlwr 8.,Tra sfenrrayonursingservceortreatmn,r i e t O Righ s O Reco ery Against O he s To Usftfvtr,adv ce o instru tion,o the rela edircrt of SE TION IV CO MERCIAL GEN RALCMEfunihingooodorevrages;orrsffbe L AB LIT COND T ONIIYIIS: b.The fur ishing o di pensi g o drug onrsnfsr If the insured ha agreed in a co tra t osncrmdcaldenal,or surgi al supplie oei,t c s r ag ee ent to waiv that i sured'right ormensfapplace.i n s re ov ry against any person o o ganizat o ,wecerrin6.The fol owi g i ad ed to Paragraphlnsd 4.b.,waiv our right o re ov ry agai st such persoefcennEcessInsuancexr,of SE TI N IVCO or o ganizat on,but only fo payme t we ma erirnskCOMERCILGENEALLIABLIYMARITbeauseo:c fCONDTIONIS: a."Bo ily injury o "property dam ge thatd"r a "Thi i suran e i ex e s ov r any v l d ansncscseaid o curs;ocrcoletileotheisurancewhetherprimry,l c b r n ,a ex e s,co ti gent o on any ot er ba i ,c s n n r h s s b."Pe so al and a v rti ing injury caused byrndes"that i av ilab e to any o y ur "em loyee "s a l f o p s an o fe se that i com it ed;f n s m tfo"bodi y injury that ari e out o prov dinrl"s s f i g subsequent to the ex cu ion o the co tra t oetfncrorfaligtoprovde"i cidental me icainindl ag ee ent.r msevce"to any pe son to the ex ent notrisrt CG 4 67 02 19D ©2017 T e Travelers Indemnity Company.All rights rehserved.Pa e 5 o 5gf Includes copyrighted material of nsurance Services Of iceIf,Inc.with its permis ion.s DocuSign Envelope ID: A830B860-6A37-434D-8D2A-FA04F8CD8A84