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HomeMy WebLinkAbout2024-070-E-IT Dept-MXN Corporation-License and support of Sentinel One Hologram softwareRevised 04/23 1 [Departmental Use Only] TITLE MXN/Hologram FY 24 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 31st day of January, 2024, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and MXN Corporation, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): MXN Sentinel One (Hologram) solution as noted in Quote #QT104670 (Attachment A) ii) By executing this Agreement, the 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. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional DocuSign Envelope ID: 991482F2-7119-4765-A65F-2E3CEF39E01C Revised 04/23 2 quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns 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. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services DocuSign Envelope ID: 991482F2-7119-4765-A65F-2E3CEF39E01C Revised 04/23 3 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Sentinel One Hologram software license renewal and continued support 4. Duration of Services a. Term. The term of this Agreement shall be from 10 March 2024 to 9 March 2025. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 10 March 2024. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed twenty-five-thousand-five-hundred- seventy-five and 00/100 Dollars ($25,575.00 (per attached quote)). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. 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. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Robert Reynolds) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County DocuSign Envelope ID: 991482F2-7119-4765-A65F-2E3CEF39E01C Revised 04/23 4 Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. 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 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/contracts.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. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall DocuSign Envelope ID: 991482F2-7119-4765-A65F-2E3CEF39E01C Revised 04/23 5 remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are 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 identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. 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 DocuSign Envelope ID: 991482F2-7119-4765-A65F-2E3CEF39E01C Revised 04/23 6 and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy 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. d. 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. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. 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 or 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 or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider DocuSign Envelope ID: 991482F2-7119-4765-A65F-2E3CEF39E01C Revised 04/23 7 of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Robert Reynolds MXN Corporation P.O. Box 8181 1025 Rose Creek Dr #620 Hillsborough, NC 27278 Woodstock, GA 30189 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 991482F2-7119-4765-A65F-2E3CEF39E01C Revised 04/23 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Bonnie Hammersley, County Manager By: __________________________________ Shari Gayda, Vice President Printed Name and Title DocuSign Envelope ID: 991482F2-7119-4765-A65F-2E3CEF39E01C 1/31/20242/6/2024 Revised 04/23 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: MXN Corporation Vendor Contact Person: Shari Gayda Phone: 770-740-8728 Address: PMB 306 1025 Rose Creek Dr. #620 City Woodstock State: GA Zip: 30189 Department: IT Amount: $25,575.00 Purpose: License and support of Sentinel One Hologram software Budget Code(s): 10315020-625010 Vendor # 61279 Vendor Status with NCSOS: Current - Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 31 January 2024 End Date 9 March 2025 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prio r to execution of the agreement. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: n/a Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 991482F2-7119-4765-A65F-2E3CEF39E01C 1/31/2024 1/31/2024 2/5/2024 2/6/2024 2/6/2024 Revised 04/23 10 DocuSign Envelope ID: 991482F2-7119-4765-A65F-2E3CEF39E01C Quote PMB306 1025 Rose Creek Dr., #620 Woodstock, GA 30189 770-926-1884 www.mxncorp.com insidesales@mxncorp.com Date 12/19/2023 Quote #QT104670 Expires 2/5/2024 Project Materials will be billed upon shipment. Labor will be billed as incurred. All credit card orders will incur a 2% processing fee. Please visit www.mxncorp.com/services/technical-services-and-support for information on MXN Support Services. We appreciate your business! 1 of 1 Bill To Ship To Orange County North Carolina PO Box 8181 Hillsborough NC 27278 Orange County North Carolina 131 West Margaret Lane Hillsborough NC 27278 Please submit PO to insidesales@mxncorp.com or fax to 770-926-9448. Thank you! Item Quantity Description Unit Price Ext Amount Tax Rate Sentinel One Renewal Term: 3/10/24 - 3/9/25 HWH5500APT1C 1 Hologram 5500 Hardware Appliance Copper, includes 3 year hardware warranty $25,450.00 $25,450.00 7.5% PFPLTFFT1C 1 Singularity XDR Platform. Access to the Singularity XDR Platform, includes initial XDR Ingest $125.00 $125.00 7.5% Subtotal $25,575.00 Tax (%)$1,918.13 Total $27,493.13 Attachment ADocuSign Envelope ID: 991482F2-7119-4765-A65F-2E3CEF39E01C 01/30/2024 PointeNorth Insurance Group, LLC PO Box 724728 Atlanta GA 31139 Mariell Coker (770) 858-7540 (770) 858-7545 Certificates@pninsurance.com MXN CORP 1025 ROSE CREEK DR #620 WOODSTOCK GA 30189 Hanover Insurance Co 22292 Coalition Insurance Solutions, Inc. 23-24 Master A Y OHAA920452 05/15/2023 05/15/2024 1,000,000 500,000 10,000 1,000,000 2,000,000 2,000,000 A OHAA920452 05/15/2023 05/15/2024 1,000,000 A OHAA920452 05/15/2023 05/15/2024 5,000,000 5,000,000 B Cyber Liability C-4LRU-186912-CYBER-2023 09/14/2023 09/14/2024 Aggregate Policy Limit $5,000,000 Orange County 300 West Tryon Street P.O. Box 8181 Hillsborough NC 27278 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 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. $ $ $ $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 below If 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) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: 991482F2-7119-4765-A65F-2E3CEF39E01C MXN CORP 00008179 PointeNorth Insurance Group, LLC 25 Certificate of Liability Insurance: Notes Orange County, ifs officers, agents and employees 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: DocuSign Envelope ID: 991482F2-7119-4765-A65F-2E3CEF39E01C OHAA920452 2909125 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants.This coverage is subject to the provisions applicable to the Businessowners Coverage Form,except as provided below. The following changes are made to SECTION II - LIABILITY: 1.Additional Insured by Contract,Agreement or Permit The following is added to SECTION II - LIABILITY,C.Who Is An Insured: Additional Insured by Contract,Agreement or Permit a.Any person or organization with whom you agreed in a written contract,written agreement or permit to add such person or organization as an additional insured on your policy is an additional insured only with respect to liability for "bodily inju ry ", "property damage",or "personal and advertising injury "caused,in whole or in part,by your acts or omissions,or the acts or omissions of those acting on your behalf, but only with respect to: (1)"Your work"for the additional insured(s) designated in the contract,agreement or permit; (2)Premises you own,rent,lease or occupy;or (3)Your maintenance,operation or use of equipment leased to you. b.The insurance afforded to such additional insured described above: (1)Only applies to the extent permitted by law;and (2)Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. (3)Applies on a primary basis if that is required by the written contract,written agreement or permit. (4)Will not be broader than coverage provided to any other insured. (5)Does not apply if the "bodily injury ", "property damage"or "personal and advertising injury"is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices,Inc.,with its permission.Page 1 of 6 SUMMARY OF COVERAGES Limits Page 1.Additional Insured by Contract,Agreement or Permit Included 1 2.Additional Insured -Broad Form Vendors 3.Alienated Premises 4.Broad Form Property Damage -Borrowed Equipment,Customers Goods and Use of Elevators 5.Incidental Malpractice (Employed Nurses,EMT's and Paramedics) 6.Personal and Advertising Injury -Broad Form 7.Product Recall Expense Product Recall Expense Each Occurrence Limit Product Recall Expense Aggregate Limit Product Recall Deductible 8.Unintentional Failure to Disclose Hazards 9.Unintentional Failure to Notify Included Included Included Included Included Included $25,000 $50,000 $500 Included Included 2 3 3 3 4 4 5 5 5 6 6 Aggregate Occurrence DocuSign Envelope ID: 991482F2-7119-4765-A65F-2E3CEF39E01C c.This provision does not apply: (1)Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injur y", "property damage", or "personal injury and advertising injury". (2)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3)To any lessor of equipment: (a)After the equipment lease expires; or (b)If the "bodily injury ", "property damage", "personal and advertising injur y" arises out of sole negligence of the lessor. (4)To any: (a)Owners or other interests from whom land has been leased if the "occurrence " takes place or the offense is committed after the lease for the land expires; or (b)Managers or lessors of premises if: (i)The "occurrence " takes place or the offense is committed after you cease to be a tenant in that premises; or (ii)The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. (5)To "bodily injur y","property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrenc e" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury " involved the rendering of or failure to render any professional services by or for you. d.With respect to the insurance afforded to these additional insureds, the following is added to SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1.Required by the contract, agreement or permit described in Paragraph a.; or 2.Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations e.All other insuring agreements, exclusions, and conditions of the policy apply. 2.Additional Insured - Broad Form Vendors The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured - Broad Form Vendors a.Any person or organization that is a vendor with whom you agreed in a written contract or written agreement to include as an additional insured under this Coverage Part is an insured, but only with respect to liability for "bodily injury " or "property damage" arising out of "your products " which are distributed or sold in the regular course of the vendor's business. b.The insurance afforded to such vendor described above: (1)Only applies to the extent permitted by law; (2)Will not be broader than the insurance which you are required by the contract or agreement to provide for such vendor; (3)Will not be broader than coverage provided to any other insured; and (4)Does not apply if the "bodily injur y", "property damage" or "personal and advertising injury " is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto c.With respect to insurance afforded to such vendors, the following additional exclusions apply: The insurance afforded to the vendor does not apply to: (1)"Bodily injur y" or "property damage" for which the vendor is obligated to pay damages by reasons of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement; (2)Any express warranty unauthorized by you; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 2 of 6 DocuSign Envelope ID: 991482F2-7119-4765-A65F-2E3CEF39E01C OHAA920452 2909125 (3)Any physical or chemical change in the product made intentionally by the vendor; (4)Repackaging,unless unpacked solely for the purpose of inspection, demonstration,testing,or the substitution of parts under instruction from the manufacturer,and then repackaged in the original container; (5)Any failure to make such inspection, adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the sale of the product; (6)Demonstration,installation,servicing or repair operations,except such operations performed at the vendor's premises in connection with the sale of the product; (7)Products which,after distribution or sale by you,have been labeled or relabeled or used as a container,part or ingredient of any other thing or substance by or for the vendor; (8)"Bodily injury"or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (a)The exceptions contained within the exclusion in subparagraphs (4)or (6) above;or (b)Such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. (9)"Bodily injury "or "property damage" arising out of an "occurrence"that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (11)Any insured person or organization, from whom you have acquired such products,or any ingredient,part or container,entering into,accompanying or containing such products. d.With respect to the insurance afforded to these vendors,the following is added to SECTION II -LIABILITY,D.Liability and Medical Expense Limits of Insurance : The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance: 1.Required by the contract or agreement described in Paragraph a.;or 2.Available under the applicable Limits of Insurance shown in the Declarations; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 3.Alienated Premises SECTION II -LIABILITY,B.Exclusions,1. Applicable To Business Liability Coverage k. Damage to Property,paragraph (2)is replaced by the following: (2)Premises you sell,give away or abandon,if the "property damage"arises out of any part of those premises and occurred from hazards that were known by you,or should have reasonably been known by you,at the time the property was transferred or abandoned. 4.Broad Form Property Damage -Borrowed Equipment,Customers Goods,Use of Elevators a.The following is added to SECTION II - LIABILITY,B.Exclusions,1.Applicable To Business Liability Coverage,k.Damage to Property: Paragraph (4)does not apply to "property damage"to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (3),(4)and (6)do not apply to "property damage"to "customers goods " while on your premises nor to the use of elevators. b.For the purposes of this endorsement,the following definition is added to SECTION II - LIABILITY,F.Liability and Medical Expenses Definitions: 1."Customers goods "means property of your customer on your premises for the purpose of being: a.Worked on;or b.Used in your manufacturing process. c.The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess,contingent or on any other basis. 5.Incidental Malpractice -Employed Nurses,EMT's and Paramedics SECTION II -LIABILITY,C.Who Is An Insured , paragraph 2.a.(1)(d)does not apply to a nurse, 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices,Inc.,with its permission.Page 3 of 6 DocuSign Envelope ID: 991482F2-7119-4765-A65F-2E3CEF39E01C emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. 6.Personal Injury - Broad Form a.SECTION II - LIABILITY, B. Exclusions, 2. Additional Exclusions Applicable only to "Personal and Advertising Injury", paragraph e. is deleted. b.SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, 14. "Personal and advertising injury", paragraph b.is replaced by the following: b.Malicious prosecution or abuse of process. c.The following is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, Definition 14."Personal and advertising injury": "Discrimination " (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such "discrimination" is: (1)Not done intentionally by or at the direction of: (a)The insured; (b)Any officer of the corporation, director, stockholder, partner or member of the insured; and (2)Not directly or indirectly related to an "employee", not to the employment, prospective employment or termination of any person or persons by an insured. d.For purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1."Discrimination " means the unlawful treatment of individuals based upon race, color, ethnic origin, gender, religion, age, or sexual preference. "Discrimination " does not include the unlawful treatment of individuals based upon developmental, physical, cognitive, mental, sensory or emotional impairment or any combination of these. e.This coverage does not apply if liability coverage for "personal and advertising injur y" is excluded either by the provisions of the Coverage Form or any endorsement thereto. 7.Product Recall Expense a.SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, o. Recall of Products, Work or Impaired is replaced by the following: o.Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1)"Your product"; (2)"Your work"; or (3)"Impaired property"; If such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does not apply to "product recall expenses" that you incur for the "covered recall " of "your product". However, the exception to the exclusion does not apply to "product recall expenses" resulting from: (4)Failure of any products to accomplish their intended purpose; (5)Breach of warranties of fitness, quality, durability or performance; (6)Loss of customer approval, or any cost incurred to regain customer approval; (7)Redistribution or replacement of "your product " which has been recalled by like products or substitutes; (8)Caprice or whim of the insured; (9)A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; (10)Asbestos, including loss, damage or clean up resulting from asbestos or asbestos containing materials; or (11)Recall of "your products " that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. b.The following is added to SECTION II - LIABILITY, C. Who Is An Insured, paragraph 3.b.: "Product recall expense " arising out of any withdrawal or recall that occurred before you acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 4 of 6 Property DocuSign Envelope ID: 991482F2-7119-4765-A65F-2E3CEF39E01C OHAA920452 2909125 c.The following is added to SECTION II - LIABILITY,D.Liability and Medical Expenses Limits of Insurance : Product Recall Expense Limits of Insurance a.The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and the rules stated below fix the most that we will pay under this Product Recall Expense Coverage regardless of the number of: (1)Insureds; (2)"Covered Recalls"initiated;or (3)Number of "your products" withdrawn . b.The Product Recall Expense Aggregate Limit is the most that we will reimburse you for the sum of all "product recall expenses "incurred for all "covered recalls"initiated during the policy period. c.The Product Recall Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d.All "product recall expenses "in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence". e.Any amount reimbursed for "product recall expenses"in connection with any one "occurrence "will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of "product recall expenses"in connection with any other defect or deficiency. f.If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses "to an amount that is less than the Product Recall Expense Each Occurrence Limit,the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses"in connection with any other defect or deficiency. g.Product Recall Deductible We will only pay for the amount of "product recall expenses"which are in excess of the $500 Product Recall Deductible.The Product Recall Deductible applies separately to each "covered recall".The limits of insurance will not be reduced by the amount of this deductible. We may,or will if required by law,pay all or any part of any deductible amount,if applicable.Upon notice of our payment of a deductible amount,you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations,unless the policy period is extended after issuance for an additional period of less than 12 months. In that case,the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. d.The following is added to SECTION II - LIABILITY,E.Liability and Medical Expense General Conditions,2.Duties in the Event of Occurrence,Offense,Claim or Suit : You must see to it that the following are done in the event of an actual or anticipated "covered recall "that may result in "product recall expense": (1)Give us prompt notice of any discovery or notification that "your product"must be withdrawn or recalled.Include a description of "your product "and the reason for the withdrawal or recall; (2)Cease any further release,shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. e.For the purposs of this endorsement,the following definitions are added to SECTION II -LIABILITY,F.Liability and Medical Expenses Definitions: 1."Covered recall "means a recall made necessary because you or a government body has determined that a known or suspected defect,deficiency, inadequacy,or dangerous condition in "your produc t"has resulted or will result in "bodily injury"or "property damage". 2."Product recall expense(s)"means: a.Necessary and reasonable expenses for: (1)Communications,including radio or television announcements or printed advertisements including stationary,envelopes and postage; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices,Inc.,with its permission.Page 5 of 6 DocuSign Envelope ID: 991482F2-7119-4765-A65F-2E3CEF39E01C (2)Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3)Remuneration paid to your regular "employees "for necessary overtime; (4)Hiring additional persons, other than your regular "employees"; (5)Expenses incurred by "employees" including transportation and accommodations; (6)Expenses to rent additional warehouse or storage space; (7)Disposal of "your product", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid "bodily injury " or "property damage" as a result of such disposal, you incur exclusively for the purpose of recalling "your product"; and b.Your lost profit resulting from such "covered recall". f.This Product Recall Expense Coverage does not apply: (1)If the "products - completed operations hazar d" is excluded from coverage under this Coverage Part including any endorsement thereto; or (2)To "product recall expense" arising out of any of "your products" that are otherwise excluded from coverage under this Coverage Part including endorsements thereto. 8.Unintentional Failure to Disclose Hazards The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions: Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 9.Unintentional Failure to Notify The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice of an "occurrenc e", offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily injury ", "property damage" or "personal and advertising injury " is not covered under this Policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 6 of 6 DocuSign Envelope ID: 991482F2-7119-4765-A65F-2E3CEF39E01C