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HomeMy WebLinkAbout2016-580-E Emergency Svc - Communication Center Specialists - 9-1-1 console cleaning DocuSign Envelope ID:E7E2AC23-E3B6-4B7D-8086-97F0B910D1AE [Departmental Use Only] TITLE 9-1-1 Console Cleaning FY 2016-17 ORANGE COUNTY CONTRACT UNDER $15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 19 day of October, 2017, ("Effective Date") by and between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the "County"), party of the first part; and Communication Center Specialist(CCS) (the "Provider"), party of the second part; WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement, time being of the essence: The services and/or materials (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: See Exhibit A, Console CCS Preventative Maintenance Agreement which is attached and incorporated by reference. The term of this agreement rendered shall be from October 18, 2016 to June 30, 2017. Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement,without the prior written approval of the County. SPECIFIC TERMS 1. Payment: The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed Three Thousand Eight Hundred Fifty dollars, ($3850.00). Payment shall be made within thirty (30) days of an invoice properly submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 2. Non—waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent contractor and the County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Revised 6/16 1 DocuSign Envelope ID:E7E2AC23-E3B6-4B7D-8086-97F0B910D1AE Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contra cts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider, its agents, or assigns directly or indirectly related to the Services to be performed pursuant to this Agreement on the part of the Provider. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon reasonable notice to the Provider. 7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 8. Priority: In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Anti-Discrimination Policy. Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider affirms that Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. 10. Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 11. Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. Revised 6/16 2 DocuSign Envelope ID:E7E2AC23-E3B6-4B7D-8086-97F0B910D1AE [SIGNATURE PAGE TO FOLLOW] Revised 6/16 3 DocuSign Envelope ID:E7E2AC23-E3B6-4B7D-8086-97F0B910D1AE IN WITNESS WHEREOF,County and the Provider have signed this Agreement, effective as of the day first written above. OR obE, y,(el,IbTTY PR 1� s. , u ed by: bbtabut, t'a.wtwte-rSt By: 0379948733:477... By -`.;...,� , �... County Manager Title: 200 S. Cameron St. P.O. Box 8181 Hillsborough,NC 27278 Revised 6/16 4 DocuSign Envelope ID:E7E2AC23-E3B6-4B7D-8086-97FOB910D1AE ,„..........141, CONSCLE-02 DBUSS '`E?R� CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 10/19/2016 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 be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME:MACT Debbie Buss Hub International Northwest LLC PHONE FAx .. P.O.Box 1226 (arc No,Ext) {360)748-fl05$ (NC,No):(360)237-0252 Chehalis,WA 98532 ADDRESS:debbie.buss @hubinternationalcom INSURER(S)AFFORDING COVERAGE NAIC X INSURER A Berkley Assurance Company E INSURED INSURER B:American Fire and Casualty Company •24066 1 Console Cleaning Specialists,Inc.dba Communication INSURER C:Starstone Specialty Insurance Company 44776 I __.. __.. ............... Center Specialists INSURER D- 115 Crego Hill Road Chehalis,WA 98532 INSURER E i INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD WVD ...... ... INSR ....POLICYEFF ...POLICY E%P ,.... .. _._.. -_-.... LTR• TYPE OF INSURANCE POLICY NUMBER (MM/DDIYYYY):(MMIODIYYYY) LIMITS A X i COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE 0... OCCUR _ PREMISES $ 100,000 X VUMB0063152 06/20/2016.06/20/2017 ' MED EXP(Any one person) $ PERSONAL 8 ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER ' GENERAL AGGREGATE $ 2,000,000 PRO- ,• .. ;POLICY JECT LOC PRODUCTS COMP/OP AGG $ 2,000,000 • OTHER: '., $ AUTOMOBILE LIABILITY ' , . . • . COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) B ANY AUTO X X ',BAA56199907 06/20/2016 06/20/2017. BODILY INJURY(Per person) $ ALL OWNED i X ±SCHEDULED BODILY INJURY(Per accident) $ AUTOS ,AUTOS NON-OWNED ' "PROPERTY DAMAGE .. ...... ....__..... $ HIRED AUTOS ;AUTOS (Per accident) $ UMBRELLA UAB ; X ',OCCUR EACH OCCURRENCE $ 2,000,000 C X EXCESS LIAR CLAIMS-MADE 85620,1162ALI 06/20/2016 06)20/2017 AGGREGATE $ 2,000,000 DED i RETENTION$ $ PER 0TH- -ANe EMPLOYERS'LIABILITY YIN' STATUTE ER A ANY PROPRIETOR/PARTNER/EXECUTIVE VUMB0063152 06/20/2016 06120/2017 E L EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N l A 1 ; (Mandatory in NH) : E.L.DISEASE-EA EMPLOYEE' $ 1,000,000 ;it yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Orange County Emergency Services shall be named additional insured's as required by written contract,see VCAS2011 11112 and CA8810 01/10,attached. Waiver of Subrogation Applies,see VCAS9925 06111 and CA8810 01/10,attached.REF:Contract 2015-2016 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE OCounty Emergency 5ervic THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Orange a ge County Emergency Drive ACCORDANCE WITH THE POLICY PROVISIONS. Hillsborough,NC 27278 AUTHORIZED REPRESENTATIVE ...,ice gar ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:E7E2AC23-E3B6-4B7D-8086-97FOB910D1AE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE A. Section II—Who Is An Insured is amended to include as an additional insured any person or organization for whom you are performing operations when you and such person or organization have agreed in writing that such person or organization be added as an additional insured. Such person or organization is an additional insured only with respect to liability arising out of your ongoing operations performed for that additional insured. A person's or organization's status as an additional insured under this endorsement ends when your operations for the additional insured are completed. B. With respect to the insurance afforded to these additional insured(s), the following additional exclusions apply: 1. "bodily injury" or"property damage"for which the additional insured(s) are obligated to pay damages by reason of the assumption of liability in a contract or agreement;or 2. "bodily injury"or"property damage" occurring after: a. All work, including materials, parts or equipment furnished in connection with such work, on the project(other than service, maintenance or repairs)to be performed by or on behalf of the additional insured(s)at the location of the covered operations has been completed;or b. That portion of"your work'out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project;or 3. "bodily injury"or"property damage" arising directly or indirectly out of the negligence of the additional insured(s); or 4. "bodily injury", "property damage", or"personal or advertising injury"arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including, but not limited to: a. The preparing, approving, or failure to prepare or approve maps, shop drawings, opinions, reports, surveys, filed orders, change orders or drawings and specifications; and b. Supervisory, inspection, architectural or engineering activities. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED VCAS2011 11 12 Page 1 of 1 DocuSign Envelope ID:E7E2AC23-E3B6-4B7D-8086-97FOB910D1AE THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. BLANKET TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS,8. Transfer of Rights Of Recovery Against Others To Us is amended and the following added: We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury" or"property damage"caused by or resulting from your product", your ongoing operations or"your work" done under a contract with that person or organization and included in the"products-completed operations hazard"if: a. You agreed to such waiver;and b. The waiver is included as part of a written construction contract, sales agreement, or lease; and c. Such written contract, sales agreement or lease was entered into prior to any claim to which this insurance applies. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED VCAS9925 0611 Page 1 of 1 DocuSign Envelope ID:E7E2AC23-E3B6-4B7D-8086-97FOB910D1AE COMMERCIAL AUTO CA 88 10 01 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. COVERAGE INDEX SUBJECT PROVISION NUMBER ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3 ACCIDENTAL AIRBAG DEPLOYMENT 12 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 18 AMENDED FELLOW EMPLOYEE EXCLUSION 5 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 13 BROAD FORM INSURED 1 BODILY INJURY REDEFINED 21 EMPLOYEES AS INSUREDS (including employee hired auto) 2 EXTENDED CANCELLATION CONDITION 22 EXTRA EXPENSE—BROADENED COVERAGE 10 GLASS REPAIR—WAIVER OF DEDUCTIBLE 15 HIRED AUTO PHYSICAL DAMAGE(including employee hired auto) 6 HIRED AUTO COVERAGE TERRITORY 20 LOAN I LEASE GAP 14 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 16 PERSONAL EFFECTS COVERAGE 11 PHYSICAL DAMAGE—ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 RENTAL REIMBURSEMENT 9 SUPPLEMENTARY PAYMENTS 4 TOWING AND LABOR 7 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 17 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 19 SECTION II—LIABILITY COVERAGE is amended as follows: 1. BROAD FORM INSURED SECTION II--LIABILITY COVERAGE, paragraph A.1. —WHO IS AN INSURED is amended to include the following as an insured: d. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period. However, Insured"does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an insured under any other automobile policy; or (3) Has exhausted its Limit of Insurance under any other automobile policy. Paragraph d. (2) of this provision does not apply to a policy written to apply specifically in excess of this policy. e. Any organization you newly acquire or form, other than a partnership or joint venture, of which you own more than 50 percent of the voting stock. This automatic coverage is afforded only for 180 days from the date of acquisition or formation. However, coverage under this provision does not apply; (1) If there is similar insurance or a self-insured retention plan available to that organization; 002010 Liberty Mutual Insurance Company.All rights reserved. CA 88 10 01 10 Includes copyrighted material of Insurance Services Office,with its permission. Page 1 of 7 DocuSign Envelope ID:E7E2AC23-E3B6-4B7D-8086-97FOB910D1AE (2) If the Limits of Insurance of any other insurance policy have been exhausted; or (3) To "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION II —LIABILITY COVERAGE, paragraph A.1.—WHO IS AN INSURED is amended to include the following as an insured; f. Any"employee"of yours while using a covered"auto"you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any"employee". g. An "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the"employee". 3. ADDITIONAL INSURED BY CONTRACT,AGREEMENT OR PERMIT SECTION 11 —LIABILITY COVERAGE, paragraph A.1.—WHO IS AN INSURED is amended to include the following as an insured: h. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an"insured". However, such person or organization is an"insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for"bodily injury" or"property damage" caused by an "accident"which takes place after you executed the written contract or agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit 4. SUPPLEMENTARY PAYMENTS SECTION II --LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, paragraphs (2)and (4)are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations) required because of an"accident"we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request, including actual loss of earnings up to$500 a day because of time off from work. 5. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow employees are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added: SECTION II —LIABILITY, exclusion B.5. FELLOW EMPLOYEE does not apply if the"bodily injury" results from the use of a covered"auto"you own or hire. SECTION III—PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III -- PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto"you own, then the Physical Damage coverages provided are extended to"autos": a. You hire, rent or borrow; or ©2010 Liberty Mutual Insurance Company. All rights reserved. CA 88 10 01 10 Includes copyrighted material of Insurance Services Office,with its permission. Page 2 of 7 DocuSign Envelope ID:E7E2AC23-E3B6-4B7D-8086-97F0B910D1AE b. Your"employee" hires or rents under a written contract or agreement in that"employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: A. The most we will pay for"loss" in any one"accident"or"loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the"loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. B. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. C. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto"you own. D. Subject to a maximum of $750 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. E. This coverage extension does not apply to: (1) Any"auto"that is hired, rented or borrowed with a driver; or (2) Any"auto"that is hired, rented or borrowed from your"employee". For the purposes of this provision, SECTION V—DEFINITIONS is amended by adding the following: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. 7. TOWING AND LABOR SECTION Ill — PHYSICAL DAMAGE COVERAGE, paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck"or"medium truck" is disabled: a. For private passenger type vehicles, we will pay up to$50 per disablement. b. For"light trucks", we will pay up to $50 per disablement. "Light trucks" are trucks that have a gross vehicle weight(GVW)of 10,000 pounds or less. c. For"medium trucks" ,we will pay up to$150 per disablement. "Medium trucks"are trucks that have a gross vehicle weight(GVW)of 10,001 —20,000 pounds. However, the labor must be performed at the place of disablement. 8. PHYSICAL DAMAGE-ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a., Coverage Extension of SECTION III — PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of$50 per day and a maximum limit of$1,500 ©2010 Liberty Mutual Insurance Company.All rights reserved. CA 88 10 01 10 Includes copyrighted material of Insurance Services Office,with its permission. Page 3 of 7 DocuSign Envelope ID:E7E2AC23-E3B6-4B7D-8086-97F0B910D1AE 9. RENTAL REIMBURSEMENT SECTION III—PHYSICAL DAMAGE COVERAGE,A. COVERAGE, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses incurred after the first 24 hours following the"accident"or"loss"to the covered "auto." b. Rental Reimbursement will be based on the rental of a comparable vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered"auto". d. This coverage does not apply unless you have a business necessity that other"autos" available for your use and operation cannot fill. e. If"loss" results from the total theft of a covered"auto"of the private passenger type,we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4.Coverage Extension. f. No deductible applies to this coverage. For the purposes of this endorsement provision, materials and equipment do not include "personal effects"as defined in provision 11. 10. EXTRA EXPENSE -BROADENED COVERAGE Under SECTION III — PHYSICAL DAMAGE COVERAGE, A. COVERAGE, we will pay for the expense of returning a stolen covered "auto"to you. The maximum amount we will pay is$1,000. 11. PERSONAL EFFECTS COVERAGE A. SECTION III -- PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for"personal effects"stolen with the"auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V—DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an insured." "Personal effects"does not include tools, equipment,jewelry, money or securities. 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III—PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. 13. AUDIO,VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III — PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS, exception paragraph a. to exclusions 4.c. and 4.d. is deleted and replaced with the following: 02010 liberty Mutual Insurance Company.All rights reserved. CA 88 10 01 10 Includes copyrighted material of Insurance Services Office,with its permission. Page 4 of 7 DocuSign Envelope ID:E7E2AC23-E3B6-4B7D-8086-97FOB910D1AE Exclusion 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment is permanently installed in the covered"auto" at the time of the"loss" and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto" and physical damage coverages are provided for the covered"auto"; or If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a$100 deductible. 14. LOAN l LEASE GAP COVERAGE A. Paragraph C., LIMIT OF INSURANCE of SECTION III — PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the"loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the"loss", b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear, c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease, d. Transfer or rollover balances from previous loans or leases, e. Final payment due under a"Balloon Loan", f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto", g. Security deposits not refunded by a lessor, h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto", i. Arty amount representing taxes, I. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the"loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the"loss". This adjustment is not applicable in Texas. B. ADDITIONAL CONDITIONS This coverage applies only to the original loan for which the covered "auto" that incurred the loss serves as collateral, or lease written on the covered"auto"that incurred the loss. C. SECTION V--DEFINTIONS is changed by adding the following: As used in this endorsement provision,the following definitions apply: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A"balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. ©2010 Liberty Mutual Insurance Company.All rights reserved. CA 88 10 01 10 Includes copyrighted material of Insurance Services Office,with its permission. Page 5 of 7 DocuSign Envelope ID:E7E2AC23-E3B6-4B7D-8086-97F0B910D1AE 15. GLASS REPAIR-WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III — PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 16. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III -- PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the"auto" is designed to carry while it is: a. In the charge of an"insured"; b. Legally parked; and c. Unoccupied. The"loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. SECTION IV--BUSINESS AUTO CONDITIONS is amended as follows: 17. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. 18. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT,OR LOSS SECTION IV — BUSINESS AUTO CONDITIONS, paragraph A.2.a. is replaced in its entirety by the following: a. In the event of"accident", claim, "suit"or"loss", you must promptly notify us when it is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. Member, if you are a limited liability company; 4. An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. To the extent possible, notice to us should include: (1) How, when and where the"accident"or"loss"took place; (2) The"insureds" name and address; and (3) The names and addresses of any injured persons and witnesses. 19. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV--BUSINESS AUTO CONDITIONS, paragraph A.5., Transfer of Rights of Recovery Against Others to Us, is amended by the addition of the following: If the person or organization has waived those rights before an "accident"or "loss", our rights are waived also. ©2010 Liberty Mutual Insurance Company.All rights reserved. CA 88 10 01 10 Includes copyrighted material of Insurance Services Office,with its permission. Page 6 of 7 DocuSign Envelope ID:E7E2AC23-E3B6-4B7D-8086-97FOB910D1AE 20. HIRED AUTO COVERAGE TERRITORY SECTION IV — BUSINESS AUTO CONDITIONS, paragraph B.7., Policy Period, Coverage Territory, is amended by the addition of the following: f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the insured's responsibility to pay for damages is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. SECTION V—DEFINITIONS is amended as follows: 21. BODILY INJURY REDEFINED Under SECTION V—DEFINTIONS, definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. COMMMON POLICY CONDITIONS 22. EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS, paragraph A.—CANCELLATION condition applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. This provision does not apply in those states which require more than 60 days prior notice of cancellation. ©2010 Liberty Mutual Insurance Company.All rights reserved. CA 88 10 01 10 Includes copyrighted material of Insurance Services Office,with its permission. Page 7 of 7