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CentralSquare Technologies LLC; 2023-09-13;
PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (“Agreement”) is made and entered into by and between CentralSquare Technologies, LLC, a Delaware limited liability company, (“CentralSquare”), and the City of Carlsbad, a California municipal corporation, (“Client”). The effective date of this Agreement shall be the last date signed as set forth in the signature block shown below. For and in consideration of the mutual promises herein contained, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties to this Agreement, intending to be legally bound, hereby agree as follows: 1. Definitions “Sales Order” means any sales order entered into by and between CentralSquare and the Client pursuant to this Agreement, under which CentralSquare provides Services to the Client. “Services” means the professional services to be provided to Client by CentralSquare pursuant to Sales Orders/Quotes to be entered into from time to time pursuant to this Agreement. “Services” shall also mean the Services outlined in Exhibit 1, which is attached hereto and incorporated by reference. “Service Deliverables” means the items to be delivered to Client in connection with the Services but does not include any Software. “Software” means any software licensed to or accessed by Client by CentralSquare pursuant to an applicable license agreement. “Hardware” means all hardware, equipment, and other tangible items supplied. “Quote” means any quote entered into by and between CentralSquare and the Client pursuant to this Agreement, under which CentralSquare provides Services to the Client. 2. Scope of this Agreement (a) CentralSquare shall from time to time provide Services to the Client pursuant to this Agreement. The description of the Services and the commercial terms related to the provision of such Services shall be reflected in Sales Orders/Quotes entered into by CentralSquare and the Client from time to time. All such Sales Orders/Quotes shall incorporate and be subject to the terms of this Agreement. This Agreement contains supplementary terms which shall apply to all Sales Orders/Quotes, except to the extent expressly varied in a Sales Order/Quote. 3. Additional terms and conditions (a) Place of Performance. If CentralSquare’s personnel, agents or representatives are required to travel to a location other than one of CentralSquare’s facilities, Client will pay or reimburse CentralSquare in accordance with the payment terms set forth in the applicable Sales Order/Quote for all reasonable and actual travel expenses including airfare, ground transportation, lodging and meals for personnel required to travel. CentralSquare will adhere to its corporate travel policies and provide a copy, if requested by Client, unless otherwise agreed in writing prior to undertaking a project. Services to be provided on-site at Client’s facilities will be scheduled in advance by written agreement of both parties. Both parties will use reasonable efforts to accommodate any requested change in the scheduled dates for on-site services, DocuSign Envelope ID: AC7E2D1B-9EB9-4123-A105-DE69241F96E9 - 2 - subject to the availability of appropriate personnel. At Client’s request, CentralSquare will provide receipts or other reasonably satisfactory evidence of such expenses. (b) Travel Time. If CentralSquare charges travel time, the rate and conditions shall be agreed by CentralSquare and Client in advance and set out in the applicable Sales Order/Quote. Travel time is defined as follows: (i) roundtrip travel time from CentralSquare’s location to the Client site; and (ii) CentralSquare’s travel time between Client’s sites and/or any other Client designated locations. (c) Delays. CentralSquare agrees to advise Client in writing at the earliest possible time when postponing or canceling scheduled Services activity. In such instances, no liability shall arise, Client will pay all fees and expenses associated with Services and Service Deliverables provided. CentralSquare and Client shall collaborate with reasonable commercial diligence to resume or reschedule the cancelled activity. If Client cancels or postpones scheduled Services activity, within 72 hours of said activity, Client will be liable for any charges that result from cancellation or rescheduling. (d) Tasks and Service Deliverables (i) CentralSquare shall perform the Services and provide the Service Deliverables described in the applicable Sales Order/Quote and any Change Order Forms issued pursuant to the applicable Sales Order/Quote. CentralSquare and the Client agree to work together in good faith to mitigate any delay in completion or delivery or in the provision of the Services. (ii) CentralSquare shall perform the Services with reasonable skill and care. (iii) CentralSquare shall use reasonable endeavors to meet dates specified in a schedule for the delivery of Services and Service Deliverables. CentralSquare shall use commercially reasonable efforts to schedule resources upon request from the Client’s representative or their designee. (iv) It is understood and agreed that CentralSquare’s Services may include the provision of advice and recommendations, but adoption of any recommendations is the responsibility of the Client. CentralSquare shall be responsible for project management of CentralSquare’s resources and commitments however, Client shall be responsible for overall management of the project. (v) Time and schedule estimates are based on CentralSquare’s experience with other similar change or services requests in the past, and the information available at the time of preparing the estimate. CentralSquare shall use reasonable endeavors to adhere to any estimate provided, however actual effort may vary, and CentralSquare shall keep Client notified of effort incurred and planned and progress throughout. (e) Client’s Obligations (i) The Client shall deploy appropriately skilled and qualified personnel in the performance of its obligations under all Sales Orders/Quotes, and shall provide information, decisions and approvals in a timely manner to facilitate the agreed upon delivery schedule. (ii) The Client shall make available to CentralSquare access to all environments as required under the Sales Order/Quote, or as otherwise agreed between the parties. (iii) CentralSquare and the Client will work together in good faith to mitigate any delay in completion or delivery or in the provision of the Services resulting, in the reasonable opinion of CentralSquare, from Client’s failure to perform its obligations as described in the applicable Sales Order/Quote. DocuSign Envelope ID: AC7E2D1B-9EB9-4123-A105-DE69241F96E9 - 3 - (f) Service Deliverables License Grant. All Service Deliverables developed by CentralSquare pursuant to a Sales Order/Quote shall be the property of CentralSquare provided, however, that Client is hereby granted a non-exclusive and non-transferable license to use the Service Deliverables solely for its internal business purposes, subject to the following restrictions: a. Client may not: (i) use, copy, modify, translate, merge or create derivative works of the Service Deliverables, documentation or training materials except as expressly provided in this Agreement; (ii) disable or circumvent any licensing control feature in the Service Deliverables; (iii) reverse-engineer, disassemble, or decompile Service Deliverables or otherwise attempt to access or determine its underlying source code, underlying ideas, underlying user interface techniques or algorithms, or permit any such actions; (iv) sell, distribute, lend, sublicense, rent or lease all or any portion of the Service Deliverables; (v) use the Service Deliverables on a service bureau or time-share basis or as an application service provider; (vi) disclose the results of any benchmarking of the Service Deliverables (whether or not obtained with CentralSquare’s assistance) to third parties; (vii) use the Service Deliverables to develop or enhance any product that competes, directly or indirectly, in CentralSquare’s determination, with the Service Deliverables; (viii) remove the copyright, trademark, or any other proprietary rights or notices included within the Service Deliverables or on and in the documentation and training materials; (x) use the Service Deliverables in a manner that would violate any law applicable to Client or CentralSquare. (g) Hardware Delivery and Acceptance. CentralSquare shall ship Hardware provided under this Agreement as set forth in a Sales Order/Quote to Client’s location. Items shipped via commercial carrier are FOB destination at the fixed price stated in the Sales Order/Quote. It shall be Client’s responsibility to install all Hardware, as well as to perform proper facility preparation and maintenance (such as appropriate uninterrupted power, air conditioning, space, electrical drops, security, network equipment, network drops, etc.) not specified in this Agreement as being provided by CentralSquare, but necessary to accommodate equipment before, during, and after installation. Client acknowledges that the Hardware and Server Hardware shall be deemed accepted on the date of delivery. In the event that a Client notifies CentralSquare of a material non-conformity in the Hardware, CentralSquare shall use commercially reasonable efforts to correct the reported non-conformity. (h) Change Procedure. Project costs and durations set forth in a Sales Order/Quote are based on the scope, requirements and assumptions as defined in the Sales Order/Quote. Variance in the scope, requirements or assumptions will have an impact on the project's time and cost. CentralSquare utilizes a formal change control procedure to respond to and manage the changes that inevitably may occur throughout the duration of a project. The purpose of this procedure is not to inhibit or prevent change, but rather to facilitate change in an orderly manner. CentralSquare's change control procedure is summarized below: (i) Either Client or CentralSquare may initiate a change order (e.g., after approving and performing a portion of the project, Client may recognize that a change is necessary. Client will bring this to CentralSquare's attention as quickly as possible). (ii) Client will work with CentralSquare to document all requested changes in CentralSquare’s standard change request form (“Change Order Form”). This documentation will include a description of the change, reason for the change, areas affected, estimated hours, costs and completion date. CentralSquare will then submit each Change Request Form to Client for its review and approval before any work is started on the change. CentralSquare will, likewise, review and approve the changes before any work is started. (iii) In the event that the parties disagree about the proposed changes, each Party shall, within forty- eight (48) hours from the report of the issue, identify a senior management officer who has decision- DocuSign Envelope ID: AC7E2D1B-9EB9-4123-A105-DE69241F96E9 - 4 - making authority for each of the respective Parties. The senior management officers will meet and arrive at a mutually acceptable decision. The results of the meeting will be documented and filed with the project library and any milestone dates will be adjusted accordingly. 4. Payment Terms All payments are due within thirty (30) days of the invoice date. All such payments are non-refundable. The Services are subject to timely payment of all fees due under this Agreement. Client agrees to pay a finance charge equal to the lesser of one and a half percent (1.5%) per month or the maximum rate permitted by law on all past due amounts. Client shall reimburse CentralSquare for any of CentralSquare’s reasonable costs of collecting past due amounts. All prices and payments in this Agreement are exclusive of all taxes, and Client agrees to pay all national, state and local sales, use, value-added, withholding and other taxes, customs duties and similar tariffs and fees based on the Service Deliverables, and other services provided hereunder, other than taxes imposed on CentralSquare’s net income. At CentralSquare’s request, Client shall furnish CentralSquare proof of payment of such taxes. Fees are not subject to set-off or reduction by Client without CentralSquare’s prior written consent. 5. Indemnification. (a) Claims Related to Service Deliverables. Provided that Client complies with the procedures set forth in Section 5(e) and subject to Section 5(b), CentralSquare will, at its expense and under its control (including selection of counsel), defend and/or settle any claim, suit or proceeding brought by a third party (each, a “Claim”) against Client, its Affiliates, or their respective officers, directors, employees and agents alleging that any Service Deliverable, as provided by CentralSquare, infringes any copyright, trademark, trade secret or patent issued as of the Effective Date. In addition, CentralSquare will pay any final judgment awarded against Client for such Claim or any settlement amount agreed to by CentralSquare and, subject to Section 5(e), any authorized and documented expenses incurred by Client in connection with the Claim. (b) Exclusions. CentralSquare will have no obligation under Section 5(a) with respect to any Claim arising out of or based upon: (i) Client’s modification of the Service Deliverables, Hardware, Software, or its combination or use with programs not supplied by CentralSquare or its use in a manner not permitted by this Agreement; (ii) use of the Service Deliverables, Hardware, or Software, that is not in accordance with the terms of this Agreement; (iii) Client’s use, reproduction or distribution of other than the most recent or a modified version of the Service Deliverables, Hardware, or Software, provided by CentralSquare or available to Client where such infringement would have been avoided by Client’s use or implementation of the most recent version of the Service Deliverables, Hardware, or Software; (iv) Client Materials used with or incorporated in a Service Deliverable, Hardware, Software; (v) continued use of any infringing Service Deliverable, Hardware, or Software after being provided notice to cease use of such Service Deliverable, Hardware, or Software. (c) Enjoinment. If Client’s use of the Service Deliverables is or, in CentralSquare’s determination, is likely to be enjoined, CentralSquare may, at its option and expense without limiting its indemnity obligations hereunder, procure the right for Client to continue to use the Service Deliverables or modify the Service Deliverables in a manner that has materially equivalent functionality so as to avoid such injunction. If the foregoing options are not available on commercially reasonable terms and conditions, CentralSquare may require the return of any such Service Deliverables and refund to Client amounts paid for such Service Deliverables less a credit for use based on straight line depreciation applied on a quarterly basis over five (5) years from the date of initial delivery of the Service Deliverable. (d) Indemnification by Client. Provided that CentralSquare complies with the procedures set forth in Section 5(e), Client shall, at Client’s expense, defend and/or settle any claim, suit or proceeding brought by a third party against CentralSquare Related Parties and arising out of or related to: (i) the Client Materials (either DocuSign Envelope ID: AC7E2D1B-9EB9-4123-A105-DE69241F96E9 - 5 - alone or as incorporated into a Service Deliverable); (ii) Client’s unauthorized use of the Service Deliverables; (iii) Client modification of the Service Deliverables; or (iv) third party servicer’s negligence or omissions in connection with a Service Deliverable. (e) Procedure. If a Party (the “Indemnitee”) receives any notice of a Claim or other allegation with respect to which the other Party (the “Indemnitor”) has an obligation of indemnity hereunder, then the Indemnitee will, in order to qualify for Indemnification under this Section 5, within twenty (20) days of receipt of such notice, give the Indemnitor written notice, pursuant to Section 8(d) of such Claim or allegation setting forth in reasonable detail the facts and circumstances surrounding the claim. The Indemnitee will not make any payment or incur any costs or expenses with respect to such Claim, except as requested by the Indemnitor or as necessary to comply with this procedure. The Indemnitee will not make any admission of liability or take any other action that limits the ability of the Indemnitor to defend the Claim. The Indemnitor shall immediately assume the full control of the defense or settlement of such Claim or allegation, including the selection and employment of counsel, and shall pay all authorized and documented costs and expenses of such defense. The Indemnitee will fully cooperate, at the expense of the Indemnitor, in the defense or settlement of the Claim. The Indemnitee shall have the right, at its own expense, to employ separate counsel and participate in the defense or settlement of the Claim. The Indemnitor shall have no liability for costs or expenses incurred by the Indemnitee, except to the extent authorized by the Indemnitor or pursuant to this procedure. (f) Exclusive Remedies. THE INDEMNITY AND OTHER REMEDIES SET FORTH IN THIS SECTION 5 SHALL BE THE EXCLUSIVE REMEDIES OF THE PARTIES WITH RESPECT TO ANY CLAIM FOR WHICH A PARTY HAS AN OBLIGATION OR INDEMNITY PURSUANT TO THIS SECTION 5. 6. Limitation of Liability. (a) IN NO EVENT SHALL CENTRALSQUARE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR, OR COSTS INCURRED AS A RESULT OF, LOSS OF TIME, LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR REVENUE, LOSS OF GOOD WILL, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER ARISING, EVEN IF CENTRALSQUARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) IN NO EVENT SHALL CENTRALSQUARE’S AGGREGATE, CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED TWICE THE AGGREGATE PAYMENTS MADE BY CLIENT IN THE FIRST TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH CLAIM. 7. Confidential Information. (a) “Confidential Information" means: (i) a Party’s proprietary technology or computer software in all versions and forms of expression, whether or not the same has been patented or the copyright thereto registered, is the subject of a pending patent or registration application, or forms the basis for a patentable invention (collectively the "Proprietary Technology"); (ii) manuals, notes, documentation, technical information, drawings, diagrams, specifications, formulas or know-how related to any of the Proprietary Technology; (iii) information regarding current or proposed products, Clients, contracts, this Agreement, business methods, financial data or marketing data, financial results and projections, company and market strategy, product and competitive sales analysis and plans, product or marketing plans, pricing plans or structures, personnel and recruiting matters, and future releases; and (iv) offers or proposals which are provided by a Discloser (as defined below), including the fees charged by Discloser and such Confidential Information is in tangible or other form. (b) A Party receiving Confidential Information (“Recipient”) of the other Party (“Discloser”) shall: (i) not disclose the Confidential Information to any third party at any time and Recipient shall limit disclosure of DocuSign Envelope ID: AC7E2D1B-9EB9-4123-A105-DE69241F96E9 - 6 - Confidential Information within its own organization to its employees or its legal, financial and accounting advisors having a need to know and who have agreed to be bound by the terms of this Agreement; and (ii) protect the confidentiality of the Confidential Information with at least the same degree of care as Recipient uses to protect its own Confidential Information of a like nature, but no less than a reasonable degree of care. Recipient shall be entitled to disclose Confidential Information solely to the extent necessary to comply with a court order or as otherwise required by law or by a regulatory agency or government body, provided that Recipient shall first give notice to Discloser so as to allow Discloser a reasonable opportunity to obtain a protective order for protecting the confidentiality of such information (unless such notice would violate applicable law). If such protective order is not obtained, Recipient agrees to disclose only that portion of the Confidential Information which it is legally required to disclose. Recipient shall immediately notify Discloser of any actual or suspected unauthorized disclosure of Confidential Information. Recipient shall not modify, reverse-engineer, decompile, create other works from, or dissemble any software programs contained in the Confidential Information without Discloser’s prior written consent. (c) The obligations described in Section 7(b) impose no obligation upon Recipient with respect to any Confidential Information that (i) is or becomes a matter of public knowledge through no fault of Recipient; (ii) is rightfully received by Recipient from a third party without a duty of confidentiality to a third party by, or with the authorization of, Discloser; (iii) is disclosed by Discloser without a duty of confidentiality; or (iv) is independently developed by Recipient. The burden of proving any of the above exemptions is on Recipient. (d) Upon the written request of Discloser, and in accordance with applicable laws and policies, Recipient shall immediately destroy or return to Discloser, as requested by Discloser, all Confidential Information of Discloser in its possession, together with all records in any manner pertaining to any of Discloser's Confidential Information. Recipient shall also, upon the written request of Discloser, furnish Discloser with a certificate of an authorized officer of Recipient stating that all of the foregoing have been destroyed or returned to Discloser. (e) The terms set forth in this Section 7 replace any prior non-disclosure or similar confidentiality agreement executed between the Parties. 8. Insurance Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has 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, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without the Contractor endeavoring to provide thirty (30) days prior written notice to the City by certified mail. City will be included as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. DocuSign Envelope ID: AC7E2D1B-9EB9-4123-A105-DE69241F96E9 - 7 - 9. Miscellaneous (a) Headings, Advice of Counsel, and Drafting. Headings used in this Agreement are provided for convenience only and will not in any way affect the meaning or interpretation of each section. Wherever the term “including” is used, it shall mean “including, but not limited to.” All references to “Sections” refer to the corresponding Sections of this Agreement. The Parties acknowledge that they have been advised by counsel of their own choosing, played equal parts in negotiating this Agreement and that its terms will be interpreted without any bias against one Party as drafter. (b) Governing Law. This Agreement shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules. The state and federal courts located in California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each Party hereby consents to the exclusive jurisdiction of such courts. Prior to any litigation, the Parties agree to undergo good faith negotiations to resolve any dispute. The Parties agree to send written notice to the other Party of any dispute. If the Parties cannot resolve any dispute through good faith negotiations, the dispute may be escalated to non-binding mediation, with the Parties acting in good faith to select a mediator and establishing the mediation process. The Parties agree the mediator’s fees and expenses, and the mediator’s costs incidental to the mediation, will be shared equally between the Parties. The Parties shall bear their own fees, expenses, and costs. The Parties further agree all written or oral offers, promises, conduct, and statements made in the course of the mediation are confidential, privileged, and inadmissible for any purpose in any litigation, arbitration or other proceeding involving the Parties. However, evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. The Parties acknowledge and agree that this Agreement is not a contract for the sale of goods. Therefore, this Agreement shall not be governed by any codification of Article 2 or 2A of the Uniform Commercial Code, or any codification of the Uniform Computer Information Technology Act, or any references to the United National Convention on Contracts for the International Sale of Goods. (c) Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the third business day after mailing via certified mail, return receipt requested; (iii) the second business day after sending by confirmed facsimile; or (iv) except for notices of termination or an indemnifiable Claim (“Legal Notices”), the first business day after sending by email with confirmed delivery. All notices to Client shall be addressed to the primary contact person as designated by Client. Billing-related notices to Client shall also be addressed to the relevant billing contact designated by Client, and Legal Notices to Client shall also be addressed to Client’s signatory of this Agreement or any person designated beneath the signature area below. Notices to CentralSquare shall be delivered to the following address: CentralSquare: CentralSquare Technologies, LLC 1000 Business Center Drive Lake Mary, FL 32746 Attn: Legal/Contracts Client: City of Carlsbad, CA 1635 Faraday Avenue, Carlsbad, CA , 92008-7314 Attn: Maria Callander DocuSign Envelope ID: AC7E2D1B-9EB9-4123-A105-DE69241F96E9 - 8 - (d) Force Majeure. Neither Party shall be liable for failure to perform or for delay in performance hereunder due to causes beyond its reasonable control (each a “Force Majeure”), including acts of God, fires, floods, earthquakes, accidents, Internet service interruptions or slowdowns, vandalism or “hacker” attacks, strikes (other than those involving either Party’s employees), acts of war, epidemics or pandemics, acts of terrorism, riot, embargoes, acts of civil or military authorities, or intervention by governmental authority; provided that such Party gives prompt written notice thereof to the other Party. Any failure occasioned by the foregoing shall be remedied as soon as reasonably possible. (e) Injunctive Relief. Client acknowledges that the breach or threatened breach of this Agreement, including the breach of Section 3, could give rise to irreparable injury to CentralSquare which would be inadequately compensated in monetary damages. Accordingly, CentralSquare may seek a restraining order and/or an injunction prohibiting such breach in addition to any other legal remedies which may be available. Client agrees that CentralSquare will not be required to post a bond in seeking injunctive relief under this Agreement. (f) Export Controls. Client agrees to comply with all applicable laws, including the U.S. Foreign Corrupt Practices Act of 1977, export and re-export control laws and regulations such as the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations maintained by the Department of State. Specifically, Client covenants that Client shall not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from CentralSquare under this Agreement to any destination, entity, or person prohibited by the laws or regulations of any jurisdiction, including without limitation the United States, without obtaining prior authorization from the relevant government authorities as required by those laws and regulations. Client hereby indemnifies and holds harmless, subject to Section 8, to the fullest extent permitted by law, CentralSquare and its assigns from and against any fines, penalties, judgments, settlements, and reasonable documented costs, including attorneys’ fees, that may arise as a result of Client’s and Client’s agents’, officers’, directors’ or employees’ breach of this provision. (g) Assignment. Client may not assign or transfer (including by operation of law or a Change of Control) this Agreement, Client’s interest herein or the license granted to Client herein without CentralSquare’s prior written consent and payment to CentralSquare of a transfer fee based on CentralSquare’s then-current prevailing rates. CentralSquare may assign or transfer (including by operation of law or a Change of Control), in whole or in part, this Agreement to an Affiliate of CentralSquare or to any third-party, in each case, without prior notice to Client or Client’s consent. For purposes of this Agreement, “Change of Control” means (i) a sale of all or substantially all of an entity’s assets, (ii) a merger, or (iii) a reorganization, consolidation, a sale of an entity’s equity or other transaction in which more than 50% of such entity’s voting securities, capital stock or other ownership interests are transferred. This Agreement will inure to the benefit of and be binding upon the assigning Party’s successors and permitted assigns. Unless otherwise specifically agreed to by the non-assigning Party, no assignment by either Party shall relieve the assignor from its obligations pursuant to this Agreement. Any assignment in violation hereof shall be null and void. (h) Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. (i) Non-Solicitation of Employees. During the term of this Agreement and for a period of one (1) year following termination or expiration thereof, neither Party shall, directly or indirectly, solicit for hiring, hire or accept any services or work from any employees of the other Party without first obtaining prior written consent. Notwithstanding the foregoing, this provision shall not restrict the right of either Party to solicit or recruit generally in the media and shall not prohibit either Party from hiring an employee of the other who answers any advertisement or who otherwise voluntarily applies for hire without having been DocuSign Envelope ID: AC7E2D1B-9EB9-4123-A105-DE69241F96E9 - 9 - initially solicited or recruited by the hiring Party. (j) Entire Agreement, Modifications, Severability, Waivers, Reservation of Rights. This Agreement, together with all exhibits, schedules, Order Forms, Statements of Work, Quotes, Sales Orders, addenda and other amendments hereto entered into from time to time, collectively, contains the entire agreement with respect to the subject matter hereof. All such ancillary documents are incorporated into this Agreement by reference. This Agreement may not be modified except by written instrument signed by both Parties. All terms, conditions, or provisions which may appear as pre-printed language or otherwise be inserted within any purchase order shall be of no force and effect notwithstanding the acceptance of such purchase order after the date of this Agreement. If any provision of this Agreement is declared invalid or unenforceable, then the court shall replace the invalid or unenforceable provision with a valid and enforceable provision that most accurately reflects the Parties’ intentions and the remaining provisions of this Agreement shall remain in full force and effect. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. 10. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original for all purposes, and together shall constitute one and the same agreement. If a Party executes this Agreement via electronic signature, then such electronic signature shall be deemed to be such Party’s original signature for all purposes. The exchange of copies of this Agreement and of the signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. IN WITNESS WHEREOF, the parties have caused the signatures of their duly authorized officers to be hereunder affixed. CentralSquare Technologies, LLC City of Carlsbad By: __________________________ By: __________________________ //tc1s-j_20 //tc2s-j_20 Name: ________________________ Name: _______________________ //tc1n-j_20 //tc2n-j_20 Title: _________________________ Title: ________________________ //tc1t-j_20 //tc2t-j_20 Date: _________________________ Date: _________________________ ATTEST: SHERRY FREISINGER City Clerk APPROVED AS TO FORM: CINDIE K. McMahon, City Attorney By: Deputy City Attorney DocuSign Envelope ID: AC7E2D1B-9EB9-4123-A105-DE69241F96E9 8/24/2023 Ron Anderson Chief Sales Officer Joe Stephenson Assistant IT Director, Information Technology 9/12/2023 for - 10 - EXHIBIT 1 Solutions(s) and Services Fee Schedule SERVICES INCLUDED _____ DESCRIPTION TOTAL 1. Public Administration Consulting Services - As Incurred 2,160.00 2. Public Administration Project Management Services - As Incurred 720.00 Services Total 2,880.00 USD QUOTE SUMMARY _____ Services Subtotal 2,880.00 USD Quote Subtotal 2,880.00 USD Discount - $0.00 USD Quote Total 2,880.00 USD Quote #: Q-132628 DocuSign Envelope ID: AC7E2D1B-9EB9-4123-A105-DE69241F96E9 - 11 - RECURRING FEES _____ TYPE AMOUNT FIRST YEAR MAINTENANCE TOTAL 0.00 FIRST YEAR SUBSCRIPTION TOTAL $0.00 The amount totals for Maintenance and/or Subscription on this quote include only the first year of software use and maintenance. Renewal invoices will include this total plus any applicable uplift amount as outlined in the relevant purchase agreement. PAYMENT TERMS CentralSquare Professional Services are due As Incurred monthly on a time and materials basis. DocuSign Envelope ID: AC7E2D1B-9EB9-4123-A105-DE69241F96E9 - 12 - Summary of Services Project: Carlsbad, CA Q--132628 The parties mutually agree and acknowledge this Summary of Services is a high-level overview of the project requested, not a detailed requirements or design of solution. Project Start Date Parties agree the project will be scheduled within sixty (60) days from the execution of the above quote number. Change Requests The parties may request a change to this summary of services, to increase hours or deliverables, through a written request to the CentralSquare project manager or resource. Services Scope of Project Client will provide CentralSquare with the file which is dictated by the client's bank. CentralSquare will set up the BKRC common codes to read the file. CentralSquare to create workflow that will read the file from a location on the server and run BKUTLB. Time is allotted for training on how do so while this be being completed. This will be done with two bank accounts that each have a file., Project Management Even in smaller, less complex projects, there needs to be a point of contact and someone driving a project to successful completion. CentralSquare’s Implementation Methodology ensures a project has the right amount of oversight needed to successfully complete the work, no more no less. A CentralSquare Project Manager will be your point of contact for the scoped work with you to develop a timeline to meet your needs, drive the timeline to completion, work to resolve any issues that may arise during the life of the project, all while keeping you up to date so you have the peace of mind your project is on track for a successful completion Professional Services Throughout the course of the project, CentralSquare will use several types of services (defined herein) to complete the necessary steps for successful deployment of the contracted services. The overall services aligned to implementation include Consulting Services, Technical Services, Data Conversion Services, Training Services, and in some cases, Installation Services. DocuSign Envelope ID: AC7E2D1B-9EB9-4123-A105-DE69241F96E9 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY C 1,000,000 H-630-6S758660-COF-22 X ATL-005306833-08 1,000,000 10,000,000 X 25623 10,000,000 SIR of Marsh USA Inc ATLANTA, GA 30326 N X08/31/2022 AIG Specialty Insurance Company 1 08/31/2023 09/30/2022 19038 08/31/2023 BA-6S783539-22-I3-G E&O/Cyber D 2,000,000 1,000,000 X 25674 Phoenix Insurance Company 1,000,000 E X 10/11/2022 1,000,000 08/31/2022 5,000,000 City of Carlsbad is included as additional insured where required by written contract with respect to General and Auto Liability. The General Liability is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract. X Carlsbad, CA 92008 City of Carlsbad Travelers Casualty And Surety Company 10,000 A Travelers Property Casualty Company Of America CN130114897-EO/C-GAWU-22-23 Limit 10,000 08/31/2023 1,000,000 CUP-6S801390 2,000,000 25615 1,000,000 08/31/2023 UB-6S783668-22-I3-G TWO ALLIANCE CENTER MARSH USA, INC. 3560 LENOX ROAD, SUITE 2400 1000 Business Center Drive CentralSquare Technologies, LLC Lake Mary, FL 32746 X X 015930626 08/31/2022 1635 Faraday Avenue X X 08/31/2022 B 08/31/2023 26883 The Charter Oak Fire Insurance Co. DocuSign Envelope ID: AC7E2D1B-9EB9-4123-A105-DE69241F96E9 ~ D □ ~ f-- Fl □ □ f-- ~ ~ f--f-- ~ f-- ~ H I I I I I □ ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: � �� 22 � Limit: $5M x $5M� Atlanta Policy Number: ACX1045822 � Carrier: Certain Underwriters at Lloyd’s, London� Expiration Date: 08/31/2023 � Effective Date: 09/30/2022 � �� �� � Excess E&O/Cyber:� Certificate of Liability Insurance CN130114897 � � � MARSH USA, INC.� 1000 Business Center Drive� CentralSquare Technologies, LLC� Lake Mary, FL 32746 25 � DocuSign Envelope ID: AC7E2D1B-9EB9-4123-A105-DE69241F96E9 I DocuSign Envelope ID: AC7E2D1B-9EB9-4123-A105-DE69241F96E9 POLICY NUMBER: BA-6S7&l53~22-IJ-G COMMERCIAL AUTO 11115 ENDORSEMENT CHANGES 111E POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE fllis endorsemer¥ mod'fies hsurance. provided under the following: BUSINESS A~ TO COVERAGE FORM PROVISIOIIS 1, Th! 'IOlbVfflg I$ added II) Pcllagraph A..1.c.. Who ,. An 1n1t.nd, of SECTION II -UABIUTY COVEAAGE: This; ndude$ any pe,,oo "' 0<g"'iza1ion who 1cu are requited under a written connct or aigreema,t ~en you and th~ peroon or orgarlzatlon, tllat Is signed by !,'CU b6fore tho •bodi¥ injury• a-''property damage" 0<.aJrs and Illa! IS 10 <tt«t dunng a., policy pe,1(1(1, to name as an adcitional hsured for Liability t:overag,e. but ori'j tor da~ ta \!Atleh thlS. l'l$Ur.ilnte applies end only to Ille extent Gf 1llat person'S a, o,varizalion's liabii\y kr the c;ondUCJ of an~e,- •iu~un::d'. 2. The followrlg is added to Paragraph 8.S,, OtMr IM..,.nce of SEC'TtON IV -BUSINESS AUTO CONDITIONS: ReQardless of die pr•-of paragrapl, •· a.no P""'ll"'l'h d. of 1111, pan S. ou,., lnsunnc:e, ttis il'19Jfalla!. is primary to and non-contributo,y with awflcable ocher mswance under whlc:tl m idcitional i~red pet$0n or organi2.a~n is dle fir.st nam.c-d Insured when 1hc vwll!.tn conhct or e.greem~ between yo1,1 and that person or DtgMization. lhaJ: is. signed by )'OU bclGrc the 'bod~ ~ at 'propel1}' d"""'9C" OOC:IIS ancl that ia SIi etfect during the poky perbd, requil'l!:5 t~ lnt.uranoe to ~ primary and non-comrlbutory. CA T4740817 c:),0,fl'nl-°hV""'~ ._l'St'""ly~ All 11""9 ~ P>Qt 1 o/1 l!Ckimr:8 ~f1'1tild n.tttial Cf IRBtJ~l'm se,i,toee 01b. tlC. _. Ila P""lll!IIOII. DocuSign Envelope ID: AC7E2D1B-9EB9-4123-A105-DE69241F96E9 POLICY NUMBER: 6300$758660.COF-22 COMMERCIAL GENERAL LIA.BIUlY 1111S ENDORSEMENT CHANGES THE POUCY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (Includes Products-Completed Operations If Required By Contract) Dis e,u:kxs6'nem rno(ifies iisLDnce pr\Mded Lnd ~ the fol!awino: COMMERCIAL GENERAL LIABILITY COVERACE PART PROVISIONS ff1e foltaw·ng is added tr.I .SEC"IION 11-WHO IS AN l,.SIRED: Jvry pet:Son or orgafU8.tion that y:1u agree i'I a written e«rtraet or age,ernent ID i~l.lde ii$ an Nfdicnal insured on this CwenwJe Pifl i3 ., insll"ed, btt only; «. With resoe;t to liibiity for •bodiY irliu~ or "pr(lperty darn;ge" that ocaJrs., or for •pe~anal injury-caused by an off'eree 1hat is. committed, subsequent ta the signing af that aintract or agreement ond "'1ilo 11,at port ol lhe e-a,;t or agreement Is In ieffea; and b. If. llnd cnlY to lie extent that. SUt;h injury or ditmcige 6 Cill,,s:ed by Kt.s er omis:5ions af y~ or )911 subcorrtracior in the petformlr'Ke cl ♦YoUr work" -.o which~ written cooo-act « a~t!fMllt cl)plies. Such pmon or Ofgcrizati:ln does not ~•Illy "' an add111:>IIII lnstnd wlh rmpact to the in;lependent ac;b or omi$:sions: r;f such pcrscn or organtzatlon. 1he il:sul'llnc;e provided to sud, add~onail insured is wbje<t to 11,e follawlrg pr<Msl,,.,.: -. If tte _imits d Insurance d U.9 Coverage Part ltlown in the Dccl;iQ~ons t."<eeed 1ht minimum limits required by :he wri:len ccmract or J!Sllf!emP.nt, the? inwmnt':I'\ provided to the additiOMI irAJffl.tl will bf": li'niood to sur.h mlnmum n,qLlred llmlls. For the puposes of del.t,mirwtg ~er this limiWjon clff)le5,. the mln'mum rmtts ret1Jlr~ by lhewttr:en oontr..)d or agreement wil be considered 1D h;la,;le the nlin·mum lints U any Umbrella a E'.xcess liability <.~rage recuired f<s de add~anal insu-ed by 1hat wrtnen contr.act or ~emem. lhls pr0'Aslan YIII not lnueose Ille lmlls of insuaoce cescribed i1 Section Ill -Limits Of lr.suranc.t. b. the insurance provided to ~ch additional ins~ does mt .apply to: (1) MY 'bodlly 'ln]u,y•. 'PIDl'•rtr dOmOll•· ., l>Cr•on•l lr1)u,y" orislng out ol lhe pro>ldlng, ., f;l)llrc: to p""14e, ¥Ti pmculon•I .itChllcctur;:,I. cndnccring or suiveylng $CMCes, incl\lC!lr-.: (&) The proparing, apprO',(ng, or fallng to rxeparc. or approve. maps, shop ct.rwings. opinions. rcc,oru. surveys. fldd C<ders or dmge orders, c, tt,e preparing, appra.ing. or faillra ., rxeparc. or ai,prtWe, drawings and spe<lflcatlons: and (b) supervl,o,y, lnspodlon, •rd,11<(:tyr;I "' cs,glll«flng OC11'1ko, (2) hry •bodily i~ry• or "proper\)' danage'' caused by "}'IX!r WOl1c'' and inc~ i1 the ')J<oducts-compleled operations h .. alll" W1!ess lhe written c:onlract or agreement spdcal.,. requires )'OI.I t9 prcwide such cove~e for lhal additt:>nal insured during Ille poicy period. e. 'T'M ~onal ftlwe<I mus.t com~ wit! V\ot ftUowing clutie.s.: (1) Give us written notice as soon as practicable ~ itn •QtQffence• or an offense which mtI)' resultin a claim. To the extentp0sibfe. sud"! notice shcucl indJde: <a) H':IY/, when .ind whm. lhe "Oc::Cl.l'l'CBCt" ct otr~e took plaec; (b} The names and addresse, ol oriy irilR<I persons and witnesses: and (c) The n Blurs and lc:calion of any Sljury or damage arising out of the •occuneoce'' oralfensa. (2) tf ~ daim is made. Cf' •suir is bt""9ht against lhe (ldd~onill inslftd: CG 112450419 O 2018 lhe Tr.h'tien lnclernnir,, etmpany. ,.. ~lltS 'l!IHh'id Pagelol2 DocuSign Envelope ID: AC7E2D1B-9EB9-4123-A105-DE69241F96E9 COtAMERCIAL GENERAL LIABILITY (I) lmmedialelY re«><d the •i>e<fics o/ Ule claim or•suil'' and 1hedate received; and (II) Nalify u& as soon as predicable and see to it hal Vi'l!I receiva •ll'ittan natica of the claim or•suit'' as soon as practicable. (31 ,m,,-.1)( .....i •• <c,,in ot •II legal pape,s receflled i1 comedon wilt! dle ,;laim or -S.iit", r;wperate \'¥Ill U$ in the inves~or <I° !Setllement of llhe clillin or ~se agail'll5t \he "'s\lit", ind ~awi~ o;mpl)' with all po!iq c;omflt.ion$. (4) Tend..-the d<leme and ind<mnitY ot """ claim or "suir to arw provider cf o!ih?r iR$Uran,;e whi,;h Vt'OUd W¥er 5UCh additional insured for ~ loss y,:-e cover. However, lh~ ctfldtion d.., not att,,,;t whelh..-the iR$Uranr;ie prOl/ioed to 5'Jeh additional insured B primary to <Jtha ilsurance a~ibble to ,uch additional in,ued ffllic;h covel5 ht penon or ~rgariz:aliotl M a llMled insured as deKribed in Paragraph 4., Other -,,urance, c,f Section IV -Commtnial General Liobilit>< Condition,, Page 2 of2 02D18 lhe~IS lnotmnt,"CCfflDfifl)'.M 1\1115~. COD24~0419 DocuSign Envelope ID: AC7E2D1B-9EB9-4123-A105-DE69241F96E9 POLICY NUMBER: 630-6$758660-COF-22 CDMMERCIAL GENERAL LIABIUTY 11115 ENDORSEMENT CHANGES TIE POLICY. PLEASE READ Ir CAREFULLY. XTEND ENDORSEMENT FOR TECHNOLOGY 1tis endorseme,u modifies insU3X:e provided 1111der the fallowing: COMMEROAL GENERAL UABIUlY CO';ERAGE PART GEr£RI\L IIES(RIP110N OFCOVERI\GE-Tl-.. a,do"""'""' b ... cm. •-"'II•-However, r;wera,;ie for any rnJuiy. &m• ~ madleal ~ns~ Clasalbe:d rn MPJ d 1h11 pravisrtt1s a, ms a,<IOrSemrem may ba exclJcled « llmU•d by onothe, end:nemenl II> Uis Cove1119< Part, and lhe5e '°"""51" broadenlrgi provl,ron, do ncn ll'P!f 11> the t:m,1. th;tt U>\U~F i~ CJ11;ludod ur limmd by sui.:h .iu1 cn:tonscmcnL The fclawiug limlg i~ .-ycu~ral coverave d..alp-Jon onl)>. Read al Ille ~ of 1111• endor,ement and Ille re:n of your policy urefull), to d::tcrminc. rights. dulic:s. aid what is and i~ not covered. A Na~m,c,d W:,-.r.su-eA -75 Feet Long Or Less a. Who Is An Insured -Unnamed S1.m,icliaries C. Who Is An lnwrod-El1'4'i--SIJp8MSOfY Posi:ions D. Who Is AA lnwrod-Newly Acqlfred Or Foonned Limbd LW-1 ly C".om~ E. Wbo Is An INUrod-Liabili~ For Conduct Of Umamcd Partnenhips Or Joint Venh,ea F. Blanket A.ltttionel 1ns1.red -Penons or O~at.ions Fot Your 0!"lOi'I~ Oper.lliOl'IS AS R...,lred ey Wrlnen eontract or AQrument G. Blanket Adit>ol'lal lnslftd -Bread Form Vendo,s H. Blanke! Mt<lonal lnstnd -Coraollr-Q lntere,t PROVISIONS A. NON-OWNED WATERCRAFT -75 FEET LONG 011 Lli$5 1. 1he folowing repl._ Pa,-.g...,i, (2) of Exc;h,1:Sion g,, Aln;raft. A&,rto, Or W.rten:ral\, in Parai.;,oph 2. of SECTIOM I - COl,glAGES -COVERAGE A -BODILY INJURY AN> PIIOPER.1V DAMAGE UAB!LnY: (2) Awatercraft:youdo not own that is: (a) '7S &et long or less; and (b) Nat being usec tD cany any person 0f' p--1 .... ~., 2. The folkumg replaces Paragraph 2.6. cf SECTION II -WHO IS AH IN5Lfl£D: a, A~ person or organization that. with your e:cprE:$$ er implied i;ons.ent. eithe, U$e$ 0f' 1. BlaMct l\dditiotd Insured -Mortgagees, Msignees., Su.c:cesscn. Or Ft.eceivers J. Blarj(et Additiora lnSllred -Govemmental Ertiies-Penni1s Or Avlhorizirtiais Relating To Premises K. Bla~t A<l:ltional lrN1red -GoVNnm>ntal Enlldas-P,rmfts or Aulllo~mlms Relat!n~ To Ope,alion• L Med~al Payment$ -lno;re.1>ed Limit M. Blarj(el W.iwr Of 5ubrog8'ion N. C°""ACIYII L;ai.;l1ty-Ra;lll>&ds O. D~mage Ta Premises Rented To You is responsible for the use of a wate<aafl that )QJ do not own that is: (1) 75 feel long 01 le~; and (1) Net being used 10 cany any person or property for a charge.. 8. WHO IS AN INSUIED -UNNAMED SUBSIDIARIES The following is added .. SECTION II -WHO IS AN INSUREII: lvtf of }'GU' subsidi:arics, atlitt than a p.irtnct~h\, Of joint vcnhltc, th~ G not $hatYn as a Named ln:s.urod in the Dccbfiltims is~ N.uncd Insured if: a. vou are tne !de OWl!fll' or. or MaJnt11r an OWl'IIY'!hlp lntarmt ct fflOn!I tr\an 50% In, SUCII SU!lOIOlary ...... ftrst day of""' pollcy perlO<I; and b. Such wbsldii.,y Is not .an ln£urfJd undfll' similar othar iMura~ cc 04170219 0 2011~ Th)\lleltt"J IMtMll~COllp,&~. M it,JIM 'Ut-Md. P•II01 dS ll'ICIUdtS :,o,pyn'~ l'llakllaldlMUAJ'ftSeM:a Offlat. hc..v.n, It:. pemll-slon. DocuSign Envelope ID: AC7E2D1B-9EB9-4123-A105-DE69241F96E9 COtAMERCIAL GENERAL LIABILITY No sud, sub!Dary t$ an insu,edfor 1x,dly inj1,1,Y- or 'prope,ty dam•~" !hat «c......i, or "pe,$'"1al and adve,tising injury'' a.used by ati cffe,,$8 committed: a. BefCR you maintaired an ~~ iriaest of rrore that' ~ in such stbsidiaJY: or It. Afta-the date. if .any. c..-ingthc polq' period U'l3t you 1"10 long:c, m:tl~ ;lfl ONnershb irtere61 d mo1111 th.ari SO% in stdl s~siclary, For purposes ol P11as,,iph 1. ol Stdlon II -who IS An Insured. each such subslclilry wtll be deemed to be designated In 1he Dedan!Uons as: L A nmited ia.bilily cornpony. I>. An ,r;anlzallon otlur tun • ~•rthlp. )oht '"""-''• orllmltod lla§II~ <0mpaey: or c. A lnlSt; a$ ii'ldic:ated ii'I ib; name or the OOQ.lments th" (l(Wern Its structure. C. WHO IS AN lt,SUREll -EMPL.O'IEES - SUPElllllSORV POSfflOMS The follow1ng I• odded to Por.,.ph :t. .. (1) of SECTION 11-WHO 1$ AN INSU\ED: Parai,,,,tn (1)(aJ. O>J and (c) above do not apll!f to '1bodlly iiJury' Kl a co-''empkr/ee11 v.tile ln 1he course rJf the co-•em~ee•s• emplgyment tr,,you arising oi.t of WOii: by •I\Y rl your ",mpl,yees• "'1o hold a sspervisory position. D, WHO IS AN INSURED -NE\111.V ACQUIRED DR FORMED LNITED LIABll.lTV CDIFANES The following replaces Paragraph l. of SEcnON II-WHO IS AN INSURED: ~ lvly Ot"g~nilirtion yo1.1 raewly aicQl.line or f0tm, othe, nu a partner,h p or Joint venue. ard ar wi.d'I yoo are the SOie aM'lel' or in wnim you malrtaln an O'tl'llentip lmerese of mo,e than 56%, \'rill ~alify as a Named Insured if there Ii no other ,lnilar lmu-ante avalt.ble 10 that cwganization. Howcvm: •· CGW1ase undet this ~ion is afforded only: (I) Until the 180Ch doll aftJ,f YC>J 0<qlin o· bm d-e or;anizal)on or the en;I al 1he policy period. wtichewris eadier, M )IQU do l'IOt npoit <uth •111•rinl!on In wrhlng to u, v.thil 180 ~ after )'Qt.I acqul'c l)r form It or Q) Until t,e eocl of the poicy pesiod. VffiM lhal dal!I Is In, lh•n 1 llll days after r;v,u ac:quire ct fom1 sudl o•gani~n, if you re~ sudl o,ganiZclton SI writing tet us withi, 180da)I, otll:r),'O'ol ocquire or form H: b. Ccwerape A doe.s not apply to "bodily ii'ljtf"/ r, "pmrw-:ny l'IRtMgp• thM oe.rurfd before you aC4ired or formed the. orvaniatiai: and c. Coverage B docs not apply to •pcn.onal ~nd Jldvelishg i~ury'' :wt,!ng 01.rt d 3n offen&e commrtted bSM!I you ai:quin,d or fonned lhe<1111Miu.tion. Fur the p111J.1U~C21 of P.-agraph 1. uf' Sa.1iou II -V&o Is. An lmured, each ,ucti organlwlon ..-.ill be docmcd kl be. dczigmtcd in the Deda,a1>Qng as: a. A IIM!te:d llatill!tj' tanpany: b. M orpanizzrtion, other lhan a pcK1Jlershio. Joint v,nun or llmlk!d llalilllty c.....,.ny; ., c. """'t as mcated in ~ name c-the documents tbatgovctn its. st~ E. WHO IS AN IN511RED -UABIUTY FOR CONDUCT DI' UNNAMED f'AATNER5Hll'S DR JOINT VENTURES Th• fc:fk,,,!ng rtll)I"""' th• last P-'"l'h " SECTION 11-WHO ts AN INSURED: No person « o,,.._n,zadon Is ~n ln,sur.t wl!tl resped 1D the ccnduct IY any CSTef'lt or past p.vtnen~p « jolntventLrCthat is not$hown as a Named Insured in the DKlaralioos, This parll!Jlll)h does not awlY to any sudt pa/lllenhi> or joint V?nture lbat othernise qualifies as m insLftd Ll'lder Sedion II -wt,I) Is n. Insured. F. eLANKn ADDITIONAL IN!IURED -PERSONS OIi ORGANIZA11DN$ FOil VOi.iil ONGOING DflERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGR£EME/fl" 111c 1Dllowing i:& added ~ SECTION 11 -WHO SS AN INSURED: Aft/ person or ot!)l:lization tnat is nDL other,riSi,e. an msured urde, u,a O:,Ve,age Part .-id that YCII ha-,e. ~ ii a miaen cmb'act er agl'l!llmem to .-.elude QISi an add~onill ins..-ed on ,ti$ C0'1"et2ge Part is an insulm, but only with respect lo liability for•bodily injury" ct •property damage• that: a. occurs subsequent to 1tte ~n1ng ,or lhat coma,tor ,agreemem: m,d b. 1, caused, in whole or in part, by your ads or omi:s-siom in the perfonna:nce of JOUr ongoing ooie!D ns to which that. contrac;t or Flag• 2 ol S 0 2011~ ~ltt"J IMtMll~COllp,&~. M it,JIM 'Ut-Md. CC D(1' 0219 ll'ICIUdtS :,o,pyn'~ l'llakllaldlMUAJ'ftSeM:a Offlat. hc..v.n, It:. pemll-slon. DocuSign Envelope ID: AC7E2D1B-9EB9-4123-A105-DE69241F96E9 ~reement a,,Qlie$ or the ad:s or Qmis$ion$ of any person w organization pertomiilg such opeiatbns on your behalf, The l'mh d ins.uranc• provided to such imMred "111 io. tho minimum lints 1llat ~ -d to provide in the written con-lad. or ~~nt. or tlw! linits: ,rhown h lh~ DP.r:!;w,mon,r, '6/hir:N':VH ........ C, BI.ANl<EI' A!)blTIONAL INSURED -BROAD FORM VENDORS Th< followilsl is odded "' SECTIOlt I -WHO IS AN INSURED: ,W, person or «sB11i:.alio11 that is a vmdct° am tl'lat you have ag•ecd In a wrfttcn contrad 01 agreement to include aa an a.ddtional i\Si,ed an tlis Cover• Part is an insured, but on~ with respect to lial>ilit)I for "ll<Jct,, iriLSY" or •p~ dam•!IO· 1llBt: a. O;o.n sl.a~ent to t'te sgling cl that O!t'llmct « agl'lllem ent :.nd b. ht, e, out rJ •)"lur prod!.K«' tho:M are dl$t!tb~ or sold In tie regul• course of !UC':h WJ'ld~ hu.tintt.£-'i. The imwrancc i:mvidcd to such vendor is 5,i.i)jcct tG lhc fol!owi~ provisions: a. The li1nits of insurance ~ded ta sum ""1dor will be the mil'Wnum limit, th~ )'0U agre-ed to prO'lide in the ....,., contract or ag~em. or tt'le fimtts stw:.Nn l'I tr'le Declannlons, V'lhlclleYer are less, b. The ins,.,rance provided to such venda-does not apply to: (1) Arv/ express wananty not allJlorized by !fOIJ or ,iny diSU"til.lion or u!~ to, ~ i'U<l>CSe not au1hc/zed by you: (Z) Mf cl>a~• ·n ')'OIi' prucha:is·· made by ~uc;h vcndar; Ill R•~la!li,g. unless u,,,.,cked sdeJoJ for the purpost rl lnspadlon, ddmonitr'dl)n. resting. or the slmtlwtion d i:,arts undt1 lnstl\.dions ff<m lhe manuiamJrer. and therl fe:PiiKk~ in tlie original container, (') A.rf/ failLR 1a make such inspections, ad.iustmen1S, ~ or servicino as ""ndors il!P\'O to pemrm D< normolly 1.11dertat:.e to ,edonn in the ,~, tOUl'$e" b.isine!;S, in Wl~n md, the llstribut>on or sale. af "yoi.s,,oduds"; (S) D4mmstratio,, installation. sen,icing Of repair operations. except such q>erations CDMMERCIAL GENERAL LIABIUTY performed at such vendofs premises 'n coonedion wih the sale m ":,cur produas•: or (') "Your produd&" ttat, aft.a,-distribi.tio11 or &Ole by yocr, hove b-lobeltd « rli!Nbelecl or m.ed air;; a contairwr. part or --~ediant r,f any alhN tt.lg Gr e;ubstanca by .. "' blhal f of ,uch vendor. CDW!,.. UMl!l'd'll$ proYISIOn dOeS nor~~ to: a. ArtJ Pfl't'.Ofl a a-g.,,tzation from ¥,t,c,n ~ have acquired •)':)LI' products•, er any l~nt, pan r:1 cOl'ltalner enwtng Into, ~ompanying or cct1tainilg sudl produd:s; er b. /4fri vend« for which c.ovcn,g,e as. M additional insured spedfical., is scheduled by endorsement. H. 151..AIOIZT ADOlffONA.L INSURED CONTROU.IMG INTEREST 1. The following is ad<bl toSEGllCNII-WHO IS AN INSURED: Art/ pe,son or «oaniZ8lion that ha! financial ~onr.rol of YoU is an insured with respect to llahlllly fer "bodily lriu,Y. "P,_ damage!' or "j:>erSanal and .advel'lising iriuty' that atses out<*- •· Sld'I fiMnc~I n:,~I: or b. Sudi person'$ Of Ot"gaiiza;tion"s ownctShip, malntenlnc:e or ~e of premises leased to or occupied by you. 11le insurance provided to such pmon or otganization t1oes n01: .apply ta struetural altendlom. new construction or demdltlon operati:,ns psforml!id by or on behaff of sud, pet'$00 or organl~don. 2. the fdlowing i$-added to P<i!ragr~ph 4. of SECTION 11-WHO IS Afl INSURED: 1'1is p~rcrgrctf,fl does ~ c1pply to clf1Y premises owner, manager or 11!:ssCI' thill ll8s financial ci;,ntrd d you, I. BI..ANKn .ADDlffONAL IMSUIIED MORl'CAG~ ASSIGNl1ES. SUCCESSORS OIi AECEIIIEIIS The 'following is added lo SECTION II -WHO ts AN INSURED: Ant person « crganltatton tl'lat Is a mortgagee, as:signee. S'l:OeSs« or receive, and 1:tlat )'Q.I ha-1e agreed ., .a wrlaen contract a ~reemcnt to rnclude 11:S an add!U'onal lns...-ed on tijs eo-,era;e P..t ~ oill1 ilbUrcd, but only .....th rapr.cl to ib cc 04170219 0 2011~ ~ltt"J IMtMll~COllp,&~. M it,JIM 'Ut-Md. ll'ICIUdtS :,o,pyn'~ l'llakllald'IMUAJ'ftSeM:a OIP«, he. ~1 It::. ptmll-,!Oi"I. DocuSign Envelope ID: AC7E2D1B-9EB9-4123-A105-DE69241F96E9 COtAMERCIAL GENERAL LIABILITY liability <cl$ mOfigagee, a$Si!iJ'Ee. succes,so, Of "'"''"'" for "oodily injulJI", •-~ ~ « •petsQr.al and W,,~rtising injuty'that L Ii:: "hadly injury'' or "prnr,,P.rty dM,2gpr tl'w occurs, or is •personal and ~rtisi1g S'lju,Y- causecl by an cffcnse that is comm~. sJbsequent to the sJgfllng cl M CG'ltr.act 0t aoreunem.; and b. his.as out d the ormem• mainlfflance Of ui.e oft.he prem.i1te$ for which It.at m:i,toagc,e,. assignee, SJCc~sor °' receivat is r~red undPJ' that r:ontrad c, agrH.m ent to bP. incl&M:led as an additional ins .. ed en tlw. C...aiieP..t. The i"'1.ut'iX'lec provided ta sueh m,rtg:igcc.. ~islnee, $\ICc:essct" « rtieeiver is subject to t,e r.lioY,~ pr01>11lono: a. 1he limits of insurance P'Q"idecl to sudl ntor-:g&1gi.:c. ~i~a:, sl.6.XC:/Dur ur ru.:civcr ..-.ill be 1he minimvm limits lt\illt yQU .ag;ieed ltQ p1awidc in the wrltm mnb'ilcl or agrccmcrt. or Iha limit::9 shown in the O&claralion3, 'hhichcvct .ire less-, bi-The i1surarc;:e provided to S'-Kh pen:on « orgu,I Zallon does not apply ux (1) A"f 'boclly iri••Y° or "P<c,pe,ty damage" that oocll'S. ,or arrt "P6fS(lnal and ildvertising iriury" i;al.lsed by .-n offense th2.I: is comrmted, after such contract 01 s1g~ement i:s no longer in effect or al fw/ 'bodily injulJI", •prope,ty d&'naae• or •penonal and a~ing irjury" arbilg aut of any struc.:i.nl altemi:>ns. new ,onslrudion or dernditiol\ q,,etations pe,formed l>f er an bdlalf of sum mort,g;~ assignee. succe5S9r Of receiver. J, BLANKET ADDITIONAL INSVRED GDVERNMENrAL ENTITIES -PERMITS OR AUTHORIZATION$ RELATING TO PREMISES The ti,llowi'lg is ~dded to $EC110N I -WMO IS AN INSURED: Arr, gu.iemmental entity that has issue,d a permit or aLAtlorization \lliti respect to premises awned Off occ~ie::I by. or rented or loeMd to, you and tl'W yau ¥C rcc:t,ircd by Any atdi,ancc, law. building cGClc ot written contr.:id or agr«mcnt to include as an ackltional irGLnd on this Ccr,araga P.wt ii ,n h:surc<I, but o-.lywil;tl respect to l~blitf l\w '11ocl'ly irju,y', "p<operly damag," at -.,.,sonal ~d ~l'ht(',ti:i;ing injl~ JllriS~ wt " the exatenc:e, ownership. use. malmenance, RC)alr. CORm.ldion, erec6on or removal i;,f any g( the lollO'lling for which 1hat 11ovUT,rne,1tal entity has GS\Jed sueh j)etfflit err ~~cfization: advertising signs, awnings, c:anopies, c.eflar entran:;es, coal hal~ drtveways. manholes,, marquees. hoist rNPq operings. sidewalk vaults, elevators, street banMl'S ort1ec::0ra11on5. K. EILAHKET ADCITIONAL INSURED GOVERM1ErfTAI. ENTITll:S -PERMITS OR AUTHORIZATIONS REI.ATING TO OPER• ATIONS ThP. following ~ added to SECTION II -WMQ ts AN INSURED: Any ~rm,e,,tol entq th~t he, is,sue,d a permit or aiuth w.alion with rcspcd. to apcmto~ pc,f,;,rmed by )'OIi or on yo<rr bd\311 "'~ Oho\ yoo ora ,-quirt<! by any ordlnonc•. law, i>wl..,g codo or wrl:tcn <ontr2.et or agireoemen, to i'lclude M wi addltfonal ln,ured on 1111< OM<aoe Part I• an Sl~lfi:d, but only 1M1:ti rnped to liabi lily for •bor1it, SljJ,y', ''poperty damage" or •personal ard H/ertising iljul')"' ari:sirw;a out gf such oPUB1ions. ltlc itts.1tw1cc p,ovidod tG sueh govcrnmct1bll ertity does not apply to: •· AJ'tf "bodily IIIJ•ry·, "property damage" or •personal and advef1ising injury'' arising out of ope-•• P«fonned for Ille govemmffltail entiy; or b. Artf 'badly injury" or "p<operty d,moge" in1;ktdecl in tile "produds-c;;ompleted opetaOOns hazard". L MEIIICAL PAVIIENTS-INCJIEASED UMIT n.e fo~ reol,c .. P:ar,g••Ph 7. ol SECTION 111-LNIT'S 01' INSURANCE: 7, S•l>Je<t to Par11Qraph s. above, Ille Me<llcol Expcn:sc Limit is the mast we wil pay unda- Cacverage c for 411 mcdic.61 ~nsies bcu1.1Sc of "bodi., i,jJ,Y' sustahcd by any one person. o'lnd wlll be the higher or: •• $10,000: a, b. The amount showl\ in the Declarations of 1111, Coverag• Patt fur Medical EXl>'fl$4 Limit. M, BLANKET WANER Ill' SUBllOGATlo.l The follo1uing is added to r•egtaph a .• Transfer Of Ri9kb. Of Recova,y AQi:iinst otha.r• To Us. of SECTION I'/ -COMMERCIAL GENERAL UABIUIY COHDtnONS: If Vie lll!5Ure<I has ag:reed In a contrad or c11wcancnl tu w;,i•c that insu~ riiJl,t cf reatYeSY against arrt per!$0n or orgaruno,n, we. Poage ◄ of S 0 2011~ Th)\lleltt"J IMtMll~COllp,&~. M it,JIM 'Ut-Md. CG Cl( 1' 02 19 ll'ICIUdtS :,o,pyn'~ l'llakllaldlMUAJ'ftSeM:a Offlat, hc.v.n, It:. pemll-slon. DocuSign Envelope ID: AC7E2D1B-9EB9-4123-A105-DE69241F96E9 w.ive our right of rec;ove,y aigUlst S\lch person Of "'i•nization, 11d •~ ror paym-we malle becaused: L "Andi~ inj~ or '"p,oplff/ d;wn~• tl'w occurs; or b. "Personal and advertising injury" caused by an offi::,,sc that is GOmmittra~ su~eq .. err. ID die e,(eaRKlfl d tJle 4;0l1Uael ot ag~ement. N, CONTRACTUAL UASIUTY -RAILROADS 1, the fdlo.w'lg repl~ces Pa,.agraph c. of the M.fslition at •i~u,l"d r.onnct8 in thfl DEFINITIONS Section: c:. A""J easement 01 licet\Se agreement CDMMERCIAL GENERAL LIABIUTY 2. Paragr.,ph f.(1) of lh• delirition of ~n,;urod corm<I" in Ille DERNITIONS Seclion ;, deleted, O. DAIU.GE TO PAEMISES IHNTED TO VQU The following u:pluci1 lhc dd"a,iLiaa ur ·pn:nma dmmyc"' in the De.PINITI0N5 Scc6un; "Prsnlsas damage1' means •p-<Jl)etty dam•• t\X a. My pr6'nls~ wh~ rented t1) .)'04.I or -po,..-~ c,orupiod by )'OU with pannls!lon of the CIWMI": or b. 11ic t::>nicnt:s of arr; prc,ni5C!S whlc. ~ud, pn:mi~ is ,cntm to ytJU, I# )1N art ~ud, pn:nti~ fur • period uf ~ew:n or fc'tla' t;;.lfrse,(;utir,t:, cb,~. cc 04170219 0 2011~ ~ltt"J IMtMll~COllp,&~. M it,JIM 'Ut-Md. ll'ICIUdtS :,o,pyn'~ l'llakllald'IMUAJ'ftSeM:a OIP«, he. ~1 It::. ptmll-,!Oi"I. DocuSign Envelope ID: AC7E2D1B-9EB9-4123-A105-DE69241F96E9 POLICY tJU\16ER, n-CJO-GCl7SOGCO-COl"-22: ISSUE DAl E. OS -22-22 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US 1Ni endcirsement mod'fl~ l1$uranoe ~d under the follow!~: /ti COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: WHEN WE DO NOT RENEW (NOnn-MW.1:lr, PROVISIONS A.. If Mt! anno:I thi• paf'icy for ~ 1~$1111~ pP.fflltted reasm other than nonpey-mem of pre1nun. and a rwmber of day, is stiown for cancellati;in in the SChlldulo •bav6. W6 WIii mall """"' "' cancel;,t;o• al least ""' ,_,.,.,.._ ol cloys •'-" For C-anoellafoh lh such Sthedula heh'~ 1h~ e/fm"" -of <Moell>lion. ,..,.._,OfDaysNottct: 110 ,_,of.,_ Noti,:,,: 90 B. If we do not ..,,,w 1hs polfey for any k,Qallf pennitted reason oUler Ulan nonpa)'menl of premill'n. and • ni.anber at days is shattn for When We Do Not. Renew (N<11rie:niewal) in the Sdledule aboy,e. we will mail rotice of non~ at least the number of days s~n for Whm We Do Not Renew (N<ln..,.,.1) In such Sdledule before the dfeaive date c,t nonrenewaL IL 1112005 19 02019 llllt. ntl'ldtn lllt!Utlllt/ Ccmpzr,y. Al ~,cs ~setW:d. P•ge 1 of 1 DocuSign Envelope ID: AC7E2D1B-9EB9-4123-A105-DE69241F96E9 TRAVELER/'!" WORKERS C01.11'£NSA110N AND EMPLOYERS LlABlt..nV POLICY ENDORSEMENT WC 00 0, 13 (OOl-001 POLICY NUMBER: llll•61783•68•22•%3•11 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We ha\lC the fight to fcGOYct oMr p,aymcnts from .u,ygnc lal::fc for an injury coveted by this pdicy, We will not enforoe our right agliinsl the par30n or organization named in the Schedlle.. (This agretimenl appliB9 only to the 8)1.tent that ynu perfonn work under a wrtten contrad thilit reqlires you to obtain this agn,emant. from us.) This agreement shaJI not (llerate di'ealy or iicliectt,, to benett any one no1 named in the Schedule. SOIEDUI.E D£$1GNA.TED P~50M: DESIGNATED OROANZATIOH: AlCY PBBSOll' o-. OllaufJB.l.'l'IOX ft)ll l(l[lml '111B Dl'BUJUm D8 .l.CDDO BT ftlftlDI' COllftAC'I' ~ >lttO:a '10 r.aa~ 'l'O !"nlll2.!lr '!Z::U WUVlla. My pa:reot1. M org11Diae.t:icm. for whiah tba em;,l.oyer hu ~ad by wr!t.t61l acm.u-aat.,. mcantad pr!.or to loss,. a.y uacu:e a va.1 ... r of a\lhrogat.!on. ~r. for l)U%1l0Bea of wor>: pe~fozaK by tb.e <Nf"l.or.,.. IA IUNom:J,. till• walv•r of •~rQ9ation dMa aot ~y to "4Y oo~•t-r-.11otioa ~ Of o.tu•.if.io.tt..i~ u <t•d~t.44 :t>y t:b,t, ••iv•~ 0£ zigbt to recover rr<m1. c:tther• (a\11',rc,gatienJ ruie m cur maaua1 .. DATE OF ISSUE: OJ-~3-a:3 ST ASSIGN: PAGE J. OFJ.