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2025-152-E-Emergency Svc-Federal Engineering-Viper Implementation Service Agreement
Revised 01/24 1 [Departmental Use Only] TITLE – Viper Implementation FY – 2024-2025 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 2nd day of April 2025 (“Effective Date”) by and between Orange County, North Carolina, a political subdivision of the State of North Carolina (hereinafter, the "County") and Federal Engineering, Inc., (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: Public Safety Radio Communications System (VIPER) Implementation Support as shown in the Provider’s Statement of Work (SOW) issued September 16, 2024, which is incorporated in its entirety into this Agreement. 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. Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D Revised 01/24 2 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 quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) 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. iii) 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. iv) 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. v) 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, or addenda. vi) 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. The County and Provider shall develop a mutually agreeable contract amendment to provide the required contract negotiations support to produce a cost within the approved total project cost. 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. The County shall compensate the Provider for all redesign or alternate work required to reduce the project costs on a time and materials or fixed price basis based on a mutually agreeable contract amendment in according to the conditions of the SOW. If this second letting for bids does not produce bids that are within the approved Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D Revised 01/24 3 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 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Federal Engineering (FE) shall provide support services that include, Contract Negotiations Support by assisting the County with Pre- Contract design reviews and experienced contract negotiations support during vendor negotiations. The FE project team will assist with developing the design specifications, assist with determining the optimal configuration for the enhancement and sustainability methods over its expected lifecycle. FE shall provide Implementation Project Management Support, including Preliminary Design Review and Final Design Review, Factory testing, Equipment Delivery, Installation Verification, Coverage and System testing. 4. Duration of Services a. Term. The term of this Agreement shall be from April 2, 2025, to December 31, 2027. . 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 April 2, 2025. . 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 Two Hundred Thousand Dollars ($ 200,000) for the County’s 2025 fiscal year. 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. Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D Revised 01/24 4 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 ( Kirby Saunders ) 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 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 Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D Revised 01/24 5 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 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. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D Revised 01/24 6 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 and federal non-discrimination laws, policies, rules, and regulations and the OrangeCounty Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County 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 par t 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 Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D Revised 01/24 7 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 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: K. Saunders Federal Engineering, Inc. P.O. Box 8181 10560 Arrowhead Drive, #100 Hillsborough, NC 27278 Fairfax, VA 22030 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D Revised 01/24 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: By: John E. Murray Executive Vice President Chief Executive Officer Travis Myren, County Manager Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY Finance Information Vendor Name: Federal Engineering, Inc Vendor Contact Person: Travis C. LePage (tlepage@fedeng.com) Phone: 703.359.8200 Address: 10560 Arrowhead Drive # 100 City Fairfax State:VA Zip: 22030 Department: Emergency Services Amount: Not To Exceed $200,000.00 Purpose: Viper Implementation Service Agreement Budget Code(s): 61750035-870000-17005 Vendor # 61705 Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes x No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 04/02/2025 End Date December 29, 2027 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by ES Signature Authority - BOCC Express Delegation (Agenda Date: April 1, 2025 ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: 17005 ) 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 prior to execution of the agreement. This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: 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: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D X X X General Consulting Services is the scope of work for this project. 4/8/2025 4/1/25 4/14/2025 4/14/2025 4/16/2025 Federal Engineering, Inc. 10560 Arrowhead Drive Fairfax, VA 22030 703-359-8200 Proprietary Notice This document is proprietary to Federal Engineering, Inc. and shall not be disclosed to third parties without prior written permission from Federal Engineering, Inc. Copyright © by Federal Engineering, Inc. All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted, in any form, or by any means, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of Federal Engineering, Inc. STATEMENT OF WORK (SOW) ATTACHMENT TO: Issued: September 16, 2024 Basic Services Agreement Radio Consultant Services Dated: September 16, 2024 PROJECT: ORNC-VIPER-IMPL-TM ORANGE COUNTY, NORTH CAROLINA VOICE INTEROPERABILITY PLAN FOR EMERGENCY RESPONDERS (VIPER) IMPLEMENTATION SUPPORT 1.0 INTRODUCTION AND ISSUES 1.1 Project Overview Building upon prior work done by Federal Engineering (FE) dating back to 2016, Orange County, North Carolina (County) requests FE’s assistance to provide planning, implementation, and acceptance support for their migration to the State’s Voice Interoperability Plan for Emergency Responders (VIPER) public safety radio system. This Statement of Work (SOW) describes the work to be completed by FE in support of the County’s migration to VIPER. 2.0 TASKS TO BE PERFORMED FE will accomplish the following implementation support activities. 2.1 Contract Negotiations Support FE will assist the County with pre-contract design reviews and experienced contract negotiations support during vendor negotiations. The FE project team has considerable experience negotiating public safety systems, equipment, and services contracts, with a proven track record of saving millions of dollars for our clients. Because of our dealings with radio system proposers on a regular basis, our team has insights into proposer negotiation methods and practices and can assist the County with resolving disputes. Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D Page 2 of 9 2.2 Emergency Communications Center (ECC) Design FE will assist the County with developing the design specifications for their new Emergency Communications Center Headquarters Building. Our consultants have decades of experience assisting our clients with the design and implementation of ECCs, Emergency Operations Centers (EOCs), and Security Operations Centers (SOCs). 2.3 Radio Communications Tower Planning, Design, Implementation FE understands that the County will be implementing four radio communications towers at four fire stations to provide adequate VIPER coverage within the service area. FE will assist the County with developing the design specifications for the civil works, tower, equipment shelter, generator, and compounds. If necessary, FE will incorporate the design requirements into technical specifications and request for proposals (RFP) packages for a competitive procurement. We will then assist the County with evaluating proposal responses and negotiating the final contract. 2.4 Backup VHF Radio and Paging System Design and Implementation The County intends to maintain and enhance their existing VHF radio system for use as a backup for voice and paging services. FE will assist the County with determining the optimal configuration for the enhancement and sustainability methods over its expected lifecycle. 2.5 Implementation Project Management Support Implementation support services take a project from the initiation, planning, and design review phases through installation, testing, and final cutover. FE will review project planning before major commitments are made and will provide County management with the visi bility necessary to minimize surprises and create a proactive project management environment. We will determine if the radio vendor is compliant with the contract regarding system requirements, schedule, and cost milestones. Our implementation support tasks will align with the vendor schedules to provide oversight and management of their specific activities. Upon vendor contract award, FE will provide an implementation oversight schedule that aligns with the vendor’s implementation schedule. The following activities are typical of this type of project. FE will coordinate with the County to determine which of these tasks will be necessary based on the radio system vendor’s implementation tasks and schedule, and the County’s requirements: Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D Page 3 of 9 1. Coordinate and participate in the Implementation Kickoff Meeting to discuss project goals, objectives, tasks, schedule, and deliverables with the County and the vendors. 2. Participate in project status teleconferences as required. 3. Participate in project status meetings. 4. Participate in other project meetings as required. 5. Assist in the development of project execution processes as they relate to milestone processing, effective communications across teams, roles and responsibilities, and documentation formats. 6. Review frequency plans and license applications as required. 7. Review system fleet mapping. 8. Maintain an independent punch list of items during implementation activities including the issue, responsible party, the target date for completion, actual date of completion, and resolution. 9. Assist the County in resolving vendor implementation issues, oversee the vendor’s punch list development and resolution process, identify any vendor performance issues, and make appropriate recommendations to the County. 10. Coordinate with County project management personnel. 2.6 Preliminary Design Review (PDR) and Final Design Review (FDR) FE will participate in the radio system vendor’s contract/preliminary desi gn review and a final design review. (These design reviews will be as defined in the vendor’s contract.) 1. FE will revie w vendor PDR documents and attend the PDR design presentation by the vendor. The review typically includes items identified in the vendor’s project plan such as the following: • Project schedule • Individual site designs • Frequency plan • Detailed system design • Updated equipment list (by site) • Updated system drawings • Factory acceptance test plans and procedures (FATP) Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D Page 4 of 9 • Site testing plans and procedures • Radio coverage methodologies and coverage acceptance test plan (CATP) • Cutover plans • System acceptance test plans • Training plans • List of manuals and documentation • Final PDR package • Decommissioning process for old equipment 2. FE will work with the County and the vendor to identify areas of deficiency, document these areas in a punch list, and provide recommendations to correct the deficienci es. FE will be available to assist the County with formal change management processes, if any, resulting from the PDR. 3. FE will revie w FDR documents and, if applicable, attend the FDR presentation to monitor the successful resolution of PDR punch list items. 4. FE will make a recommendation to the County regarding the vendor’s readiness to move on to the next phase. 2.7 Factor y Testing, Equipment Delivery, and Installation Verification 1. FE will attend factory staging of the system at th e vendor’s facility acting as the County’s technical advisor. 2. FE will conduct an independent inventory of equipment upon delivery to each site and compare the inventory with the County’s purchase order/contract for accuracy. 3. FE will oversee the radio system and other infrastructure vendors’ project implementation tasks to assess timely completion and adherence to schedule. 4. FE will inspect each site to assess whether the equipment installations are in accordance with the specifications, meet good workmanship practices, and are within equipment standards. For the following inspection-related activities as identified in the vendor’s schedule, FE will typically perform the following: a. Review shelter preparation activities to assess whether they have been performed correctly and in time for installations. b. Assess whether required facility improvements have been made including internal and external grounding. c. Inspect site installations and grounding. Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D Page 5 of 9 d. Inspect the site equipment installation including antenna, transmission line, radio system infrastructure equipment, and microwave equipment. e. Witness the vendor’s final site tests. f. Review each site’s punch list and determine if it includes deficiencies noted during the site preparation and test verification. Determine if corrective actions have been taken before any punch list items are removed. 2.8 Coverage and System Testing FE will participate in the following testing activities as identified in the vendor’s schedule. 1. FE will witness coverage tests. FE will accompany the system vendor for the coverage testing to assess the methodology and data collection compliance. FE and the County will mutually define the coverage testing area for which FE will accompany the vendor. 2. FE will review coverage test results. 3. FE will attend final system testing and observe test results. 4. FE will provide a memorandum to the County that identifies coverage and system testing results and any recommendations for the vendor to correct deficiencies in the test documentation. FE will review the independent punch list and vendor punch list and assess retesting results to confirm that the deficiencies have been corrected. 2.9 System Acceptance and Cutover 1. Prior to the system acceptance process, FE will review the final vendor cutover plan and identify deficiencies or areas for improvement to the County. FE will assist the County in negotiating final changes to the cutover plan with the vendor. 2. Final system acceptance will begin after the system tests have been successfully completed by the vendor and the fully functional system has been delivered. FE will witness acceptance testing activities, assess the test results, and make any necessary recommendations for the vendor to correct deficiencies noted during the testing. 3. Upon completion of system acceptance testing and correction of deficiencies, including punch list and documentation items, FE will make a recommendation to the County regarding the acceptance of the system and cutover. 4. FE will witness the cutover to determine if cutover procedures are executed properly and success criteria met. Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D Page 6 of 9 2.10 Subscriber Template Development Assistance with review of one master subscriber radio programming template, to include: 1. Review the fleet map developed by the selected vendor with input from County. 2. Review the previous County master template or other applicable templates. 2.11 On-Call Technical Support As requested by the County, FE can also provide additional assistance with public safety communications planning or implementation support on either a firm fixed price or time and material basis in accordance with the rates shown in the attached Schedule A. 3.0 SCHEDULE This support agreement will begin upon execution of this SOW and remain active throughout the contract period of performance. 4.0 STAFFING/ORGANIZATION Mr. Travis LePage, Director of Operations, will oversee the project team with technical support from other FE staff as necessary. 5.0 COST AND INVOICING Assignments will be performed on a time and materials basis in accordance with the rates in Schedule A. Schedule A rates are reviewed and may be updated annually. This SOW initially authorizes a maximum of $200,000 which includes projected labor, travel, and other direct costs for the County’s 2024 – 2025 fiscal year. The County and FE will review and allocate additional funding to coincide with each of the County’s fiscal years until the VIPER migration is completed. Invoices will be submitted monthly. The invoices will detail each task assignment, the personnel assigned, the number of hours charged, and details regarding travel and other direct costs. A minimum of one hour of project management time per week will apply for the duration of the agreement for project administration and to maintain project continuity. Invoices will be submitted as directed by the purchase order for processing. Upon receiving a request to perform on-call tasking outlined in Section 2, FE will respond to the County’s Project Manager or their designee via email with an estimated cost to perform the assignment if the duration to complete the task is more than eight hours. Upon receipt and written acceptance of the estimated cost and a Notice to Proceed from the County, FE will commence the assignment. During the assignment, if situations arise that cause a change in the estimated cost, FE will notify the County‘s Project Manager or their designee of the revised estimate and the reason for the change. Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D Page 7 of 9 6.0 BASIS FOR OUR SCOPE OF WORK 1. FE professionals will be directed by the County’s Project Manager or their designee according to the assignments to be performed. The scheduling of FE resources will be mutually agreed upon based on the needs of the County and the availability of the specific FE consultants. 2. This proposal assumes that FE will perform tasks called out in Section 2 (excluding any optional tasks or services). The deletion of a task or significant change in the scope of one or more tasks may affect the overall price. Optional tasks can be priced at the County’s request and added to this SOW via a mutually agreeable contract modification. 3. FE will provide draft and final deliverables electronically to the County. 4. This SOW assumes that County’s Project Manager will schedule meetings, provide meeting facilities, notify attendees, and arrange for onsite visits. 5. Any optional or additional tasking will be authorized by mutual agreement of the County and FE. Such tasking will be performed on a time and materials basis in accordance with the rates in Schedule A or on a fixed price basis as mutually agreed to in an additional task order by the County and FE. 6. FE will notify the County should additional funding be required to complete the approved tasks. The authorized funding will be increased by a written modification to this task duly executed by both the County and FE. 7. This SOW is based upon a start date on or before October 1, 2024, and assumes a 60-month schedule to complete the County’s migration to VIPER. The schedule for procurement and implementation oversight will be adjusted after the determination of the County’s procurement schedule and the vendor’s final approved implementation schedule. Delays to the project schedule due to actions or lack of actions on the part of the County, County participants, third parties, and others including, but not limited to vendor protests, protracted contract negotiations, vendor delays that impact the program schedule and/or costs to the County will be brought to the attention of the County’s Project Manager in a timely manner and will be reduced to writing via a mutually agreed upon contract amendment. 8. This SOW assumes an annual allocation of funding to support the County’s VIPER implementation. 9. FE’s ability to fulfill this task depends, in part, on the willingness and ability of the County, County participants, equipment vendors, service providers, third parties, and others to provide information in a timely manner, and upon the accuracy of the information as supplied. The accuracy of input data, whether provided in Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D Page 8 of 9 electronic or hard copy form, and the recommendations, actions, system designs, and license filings resulting therefrom cannot, therefore, be warranted by FE nor can the performance, suitability, or reliability of said systems be warranted by FE. FE accepts no responsibility or liability to any third party in respect to any information or related content delivered by FE. This information is subjective in certain respects, and, thus, susceptible to multiple interpretations and may need periodic revisions based on actual experience and subsequent developments. ____________________________________________________________________________ Submitted by FE: Authorization to begin work by Orange County, North Carolina: Signature Signature John E. Murray Executive Vice President Chief Operating Officer Printed name and title Printed name and title September 16, 2024 Date Date Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D 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 12/17/2024 Preferred Ins.Services,Inc 4100 Monument Corner Dr.,Suite 400 Fairfax VA 22030 Certificate Department 703-667-5940 703-991-4838 certs@preferins.com Continental Casualty Company 20443 FEDEENG-01 Erie Insurance Exchange 26271FederalEngineering,Inc. 10560 Arrowhead Drive #100 Fairfax VA 22030 Hartford Fire Insurance Company-Main Carrier Entr 19682 Federal Insurance Company 20281 835773664 A X 1,000,000 X 1,000,000 10,000 1,000,000 2,000,000 X X Y Y 6012243370 7/1/2024 7/1/2025 2,000,000 B 1,000,000 X X X Y Y Q07-0134055 7/1/2024 7/1/2025 A X X 5,000,000Y60122435297/1/2024Y 7/1/2025 5,000,000 X 10,000 C XY42WECAT0FBL7/1/2024 7/1/2025 1,000,000 1,000,000 1,000,000 A D Tech E&O/Cyber Theft of Client Property 6012243370 J06818341 7/1/2024 12/6/2024 7/1/2025 12/6/2025 Each Claim/Aggregate $1,000 Deductible 5,000,000 50,000 Orange County,its officers,agents,and employees are Additional Insured with respect to General Liability,which includes on-going and completed operations, and Automobile Liability regarding all work performed by the named insured.Waiver of Subrogation in favor of Additional Insureds applies to General Liability, Automobile Liability and Workers’Compensation.Umbrella Liability Follows form.Primary &non-contributory wording applies to General Liability as required by written contract.Auto Insurance is primary (except for non-owned autos). Orange County 300 West Tryon Street P.O.Box 8181 Hillsborough NC 27278 Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D SB146932G (Ed.10-19) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I.Blanket Additional Insured Provisions A.Additional Insured –Blanket Vendors B.Miscellaneous Additional Insureds C.Additional Provisions Pertinent to Additional Insured Coverage 1.a.Primary –Noncontributory provision 1.b.Definition of "written contract" 2.Additional Insured –Extended Coverage II.Liability Extension Coverages A.Bodily Injury –Expanded Definition B.Broad Knowledge of Occurrence C.Estates,Legal Representatives and Spouses D.Fellow Employee First Aid E.Legal Liability –Damage to Premises F.Personal and Advertising Injury –Discrimination or Humiliation G.Personal and Advertising Injury –Broadened Eviction H.Waiver of Subrogation –Blanket I.BLANKET ADDITIONAL INSURED PROVISIONS A.ADDITIONAL INSURED –BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor)with whom you agreed under a "written contract"to provide insurance,but only with respect to "bodily injury"or "property damage"arising out of "your products"which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1.The insurance afforded the vendor does not apply to: a."Bodily injury"or "property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement.This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b.Any express warranty unauthorized by you; c.Any physical or chemical change in the product made intentionally by the vendor; d.Repackaging,except when unpacked solely for the purpose of inspection,demonstration,testing,or the substitution of parts under instructions from the manufacturer,and then repackaged in the original container; e.Any failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products; f.Demonstration,installation,servicing or repair operations,except such operations performed at the vendor's premises in connection with the sale of the product; g.Products which,after distribution or sale by you,have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor;or SB146932G (10-19)Page 1 of 7 Copyright,CNA All Rights Reserved.000200075602544917542656012243370 Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D SB146932G (Ed.10-19) h."Bodily injury"or "property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (1)The exceptions contained in Subparagraphs d.or f.;or (2)Such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. 2.This insurance does not apply to any insured person or organization,from whom you have acquired such products,or any ingredient,part or container,entering into,accompanying or containing such products. 3.This provision 2.does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4.This provision 2.does not apply if "bodily injury"or "property damage"included within the "products- completed operations hazard"is excluded either by the provisions of the Policy or by endorsement. B.MISCELLANEOUS ADDITIONAL INSUREDS 1.Who Is An Insured is amended to include as an insured any person or organization (called additional insured)described in paragraphs 3.a.through 3.j.below whom you are required to add as an additional insured on this policy under a "written contract." 2.However,subject always to the terms and conditions of this policy,including the limits of insurance,we will not provide the additional insured with: a.A higher limit of insurance than required by such "written contract;" b.Coverage broader than required by such "written contract"and in no event greater than that described by the applicable paragraph a.through k.below;or c.Coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard."But this paragraph c.does not apply to the extent coverage for such liability is provided by paragraph 3.j.below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3.Only the following persons or organizations can qualify as additional insureds under this endorsement: a.Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1)such person or organization's financial control of you;or (2)Premises such person or organization owns,maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b.Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for "bodily injury,""property damage"or "personal and advertising injury"as co- owner of such premises. c.Grantor of Franchise Any person or organization that has granted a franchise to you,but only with respect to such person or organization's liability for "bodily injury,""property damage,"or "personal and advertising injury"as grantor of a franchise to you. SB146932G (10-19)Page 2 of 7 Copyright,CNA All Rights Reserved. Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D SB146932G (Ed.10-19) d.Lessor of Equipment Any person or organization from whom you lease equipment,but only with respect to liability for "bodily injury,""property damage"or "personal and advertising injury"caused in whole or in part by your maintenance,operation or use of such equipment,provided that the "occurrence"giving rise to such "bodily injury"or "property damage"or the offense giving rise to such "personal and advertising injury"takes place prior to the termination of such lease. e.Lessor of Land Any person or organization from whom you lease land,but only with respect to liability for "bodily injury," "property damage"or "personal and advertising injury"arising out of the ownership,maintenance or use of that specific part of the land leased to you,provided that the "occurrence"giving rise to such "bodily injury"or "property damage"or the offense giving rise to such "personal and advertising injury,"takes place prior to the termination of such lease.The insurance hereby afforded to the additional insured does not apply to structural alterations,new construction or demolition operations performed by, on behalf of or for such additional insured. f.Lessor of Premises An owner or lessor of premises leased to you,or such owner or lessor's real estate manager,but only with respect to liability for "bodily injury,""property damage"or "personal and advertising injury" arising out of the ownership,maintenance or use of such part of the premises leased to you,and provided that the "occurrence"giving rise to such "bodily injury"or "property damage"or the offense giving rise to such "personal and advertising injury,"takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations,new construction or demolition operations performed by,on behalf of or for such additional insured. g.Mortgagee,Assignee or Receiver A mortgagee,assignee or receiver of premises but only with respect to such mortgagee,assignee,or receiver's liability for "bodily injury,""property damage"or "personal and advertising injury"arising out of the ownership,maintenance,or use of a premises by you. This insurance does not apply to structural alterations,new construction or demolition operations performed by,on behalf of or for such additional insured. h.State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization,but only with respect to such government agency or subdivision or political subdivision's liability for "bodily injury,""property damage"or "personal and advertising injury"arising out of: (1)The following hazards in connection with premises you own,rent,or control and to which this insurance applies: (a)The existence,maintenance,repair,construction,erection,or removal of advertising signs, awnings,canopies,cellar entrances,coal holes,driveways,manholes,marquees,hoistaway openings,sidewalk vaults,street banners,or decorations and similar exposures;or (b)The construction,erection,or removal of elevators;or (c)The ownership,maintenance or use of any elevators covered by this insurance;or (2)The permitted or authorized operations performed by you or on your behalf.But the coverage granted by this paragraph does not apply to: (a)"Bodily injury","property damage"or "personal and advertising injury"arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b)"Bodily injury"or "property damage"included within the "products-completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract,"we will treat as a "written contract"any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G (10-19)Page 3 of 7 Copyright,CNA All Rights Reserved.00020007560254491754266Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D SB146932G (Ed.10-19) i.Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor,presenter or displayer,any person or organization whom you are required to include as an additional insured,but only with respect to such person or organization's liability for "bodily injury,""property damage,"or "personal and advertising injury"caused by: a.Your acts or omissions;or b.Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j.Other Person or Organization Any person or organization who is not an additional insured under paragraphs a.through i.above.Such additional insured is an insured solely for "bodily injury,""property damage"or "personal and advertising injury"for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1)For "bodily injury,""property damage,"or "personal and advertising injury"arising out of the rendering or failure to render any professional services; (2)For "bodily injury"or "property damage"included in the "products-completed operations hazard."But this provision (2)does not apply to such "bodily injury"or "property damage"if: (a)It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract";and (b)The "written contract"requires you to make the person or organization an additional insured for such "bodily injury"or "property damage";or (3)Who is afforded additional insured coverage under another endorsement attached to this policy. C.ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1.With respect only to additional insured coverage provided under paragraphs A.and B.above: a.The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess,contingent or on any other basis.However,if a "written contract"requires that this insurance be either primary or primary and noncontributing,then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b.Under Liability and Medical Expense Definitions,the following definition is added: "Written contract"means a written contract or agreement that requires you to make a person or organization an additional insured on this policy,provided the contract or agreement: (1)Is currently in effect or becomes effective during the term of this policy;and (2)Was executed prior to: (a)The "bodily injury"or "property damage;"or (b)The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage. 2.With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part,the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a.An individual,then his or her spouse is an insured; SB146932G (10-19)Page 4 of 7 Copyright,CNA All Rights Reserved. Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D SB146932G (Ed.10-19) b.A partnership or joint venture,then its partners,members and their spouses are insureds; c.A limited liability company,then its members and managers are insureds; d.An organization other than a partnership,joint venture or limited liability company,then its executive officers,directors and shareholders are insureds;or e.Any type of entity,then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations.Furthermore,employees of additional insureds are not insureds with respect to liability arising out of: (1)"Bodily injury"or "personal and advertising injury"to any fellow employee or to any natural person listed in paragraphs a.through d.above; (2)"Property damage"to property owned,occupied or used by their employer or by any fellow employee;or (3)Providing or failing to provide professional health care services. II.LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form.If any other endorsement attached to this policy amends any provision also amended by this endorsement,then that other endorsement controls with respect to such provision,and the changes made by this endorsement to such provision do not apply. A.Bodily injury –Expanded Definition Under Liability and Medical Expenses Definitions,the definition of "Bodily injury"is deleted and replaced by the following: "Bodily injury"means physical injury,sickness or disease sustained by a person,including death,humiliation, shock,mental anguish or mental injury by that person at any time which results as a consequence of the physical injury,sickness or disease. B.Broad Knowledge of Occurrence Under Businessowners Liability Conditions,the Condition entitled Duties In The Event of Occurrence,Offense, Claim or Suit is amended to add the following: Paragraphs a.and b.above apply to you or to any additional insured only when such "occurrence,"offense, claim or "suit"is known to: (1)You or any additional insured that is an individual; (2)Any partner,if you or an additional insured is a partnership; (3)Any manager,if you or an additional insured is a limited liability company; (4)Any "executive officer"or insurance manager,if you or an additional insured is a corporation; (5)Any trustee,if you or an additional insured is a trust;or (6)Any elected or appointed official,if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C.Estates,Legal Representatives and Spouses The estates,heirs,legal representatives and spouses of any natural person insured shall also be insured under this policy;provided,however,coverage is afforded to such estates,heirs,legal representatives and spouses only for claims arising solely out of their capacity as such and,in the case of a spouse,where such claim seeks damages from marital common property,jointly held property,or property transferred from such natural person insured to such spouse.No coverage is provided for any act,error or omission of an estate,heir,legal representative or spouse outside the scope of such person's capacity as such,provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses'acts,errors or omissions in the conduct of the Named Insured's business. SB146932G (10-19)Page 5 of 7 Copyright,CNA All Rights Reserved.00020007560254491754267Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D SB146932G (Ed.10-19) D.Fellow Employee First Aid Coverage In the section entitled Who Is An Insured,paragraph 2.a.1.is amended to add the following: The limitations described in subparagraphs 2.a.1.(a),(b)and (c)do not apply to your "employees"for "bodily injury"that results from providing cardiopulmonary resuscitation or other first aid services to a co-"employee"or "volunteer worker"that becomes necessary while your "employee"is performing duties in the conduct of your business.Your "employees"are hereby insureds for such services.But the insured status conferred by this provision does not apply to "employees"whose duties in your business are to provide professional health care services or health examinations. E.Legal Liability –Damage To Premises 1.Under B.Exclusions,1.Applicable to Business Liability Coverage,Exclusion k.Damage To Property,is replaced by the following: k.Damage To Property "Property damage"to: 1.Property you own,rent or occupy,including any costs or expenses incurred by you,or any other person,organization or entity,for repair,replacement,enhancement,restoration or maintenance of such property for any reason,including prevention of injury to a person or damage to another's property; 2.Premises you sell,give away or abandon,if the "property damage"arises out of any part of those premises; 3.Property loaned to you; 4.Personal property in the care,custody or control of the insured; 5.That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations,if the "property damage"arises out of those operations;or 6.That particular part of any property that must be restored,repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work"and were never occupied, rented or held for rental by you. Paragraphs 1,3,and 4,of this exclusion do not apply to "property damage"(other than damage by fire or explosion)to premises: (1)rented to you: (2)temporarily occupied by you with the permission of the owner,or (3)to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D – Liability and Medical Expenses Limits of Insurance. Paragraphs 3,4,5,and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage"included in the "products- completed operations hazard." 2.Under B.Exclusions,1.Applicable to Business Liability Coverage,the following paragraph is added,and replaces the similar paragraph,if any,beneath paragraph (14)of the exclusion entitled Personal and Advertising Injury: Exclusions c,d,e,f,g,h,i,k,l,m,n,and o,do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days.A separate limit of insurance applies to this coverage as described in Section D.Liability And Medical Expenses Limits Of Insurance. SB146932G (10-19)Page 6 of 7 Copyright,CNA All Rights Reserved. Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D SB146932G (Ed.10-19) 3.The first Paragraph under item 5.Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage"to any one premises,while rented to you or temporarily occupied by you with the permission of the owner,including contents of such premises rented to you for a period of 7 or fewer consecutive days,is the Damage to Premises Rented to You Limit.The Damage to Premises Rented to You Limit is the greater of: a.$1,000,000;or b.The Damage to Premises Rented to You Limit shown in the Declarations. F.Personal and Advertising Injury –Discrimination or Humiliation 1.Under Liability and Medical Expenses Definitions,the definition of "personal and advertising injury"is amended to add the following: h.Discrimination or humiliation that results in injury to the feelings or reputation of a natural person,but only if such discrimination or humiliation is: (1)Not done intentionally by or at the direction of: (a)The insured;or (b)Any "executive officer,"director,stockholder,partner,member or manager (if you are a limited liability company)of the insured;and (2)Not directly or indirectly related to the employment,prospective employment,past employment or termination of employment of any person or person by any insured. 2.Under B.Exclusions,1.Applicable to Business Liability Coverage,the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room,Dwelling or Premises Caused by discrimination directly or indirectly related to the sale,rental,lease or sub-lease or prospective sale,rental,lease or sub-lease of any room,dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment,prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3.This provision (Personal and Advertising Injury –Discrimination or Humiliation)does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. G.Personal and Advertising Injury -Broadened Eviction Under Liability and Medical Expenses Definitions,the definition of "Personal and advertising injury"is amended to delete Paragraph c.and replace it with the following: c.The wrongful eviction from,wrongful entry into,or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner,landlord or lessor. H.Waiver of Subrogation –Blanket We waive any right of recovery we may have against: a.Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G (10-19)Page 7 of 7 Copyright,CNA All Rights Reserved.00020007560254491754268Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY- OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COMMON POLICY CONDITIONS The following is added to Paragraph H. Other Insurance and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1.The additional insured is a Named Insured under such other insurance; and 2.You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. All other terms and conditions of the Policy remain unchanged. Page 1 of 1CNA80103XX 0914 6/1/2016http://formnet-ci.cna.com/npohtm/scn13510.htm 6012243370 Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTO ENHANCEMENT ENDORSEMENT (VIRGINIA) This enhancement endorsement modifies coverage provided in your Virginia Commercial Auto Policy (VACAP; Ed. 9/10) by amending language provided in forms CA0001 (Business Auto Coverage Form; Ed. 3/10), CA0116 (Virginia Changes – Business Auto Coverage Form; Ed. 10/15), and ADVA01 (Xtra Features Policy Change Endorsement; Ed. 3/16). It provides coverage enhancements to the following portions of your Commercial Auto Policy: SECTION I – COVERED AUTOS SECTION I – COVERED AUTOS is amended by the addition of the following Paragraph: E. Hired Autos Coverage for hired “autos” is provided for up to 45 days anywhere in the world, but coverage only applies to hired “autos” when the “auto” is hired, leased, rented or borrowed for use in your business without a driver. However, this coverage does not apply if providing such coverage would be in violation of any economic or trade sanctions of the United States of America. Physical Damage coverage up to $100,000 actual cash value is provided on an excess basis for “autos” you hire, lease, rent or borrow if there is a covered “auto” we insure on the policy with physical damage coverage. A $500 deductible applies per “loss”. The following subparts are added to this section: SECTION II – LIABILITY COVERAGE Paragraph A.1. Who Is An Insured is amended with the addition of the following Paragraphs: d.any employee of yours while using an “auto” you do not own, borrow or hire in your business or personal affairs. e.any organization you newly acquire or form, other than a partnership, joint venture or limited liability company over which you maintain ownership or majority interest if there is no similar insurance available to that organization. Coverage is afforded until the 180 th day after you acquire or form the organization or to the end of the policy period, whichever is earlier. Coverage does not apply to “bodily injury” or “property damage” resulting from an “accident” that occurred before you acquired or formed the organization. No person or organization is an “insured” with respect to the conduct of any current or past partnership, joint venture or limited liability company that is shown as a Named “Insured” in the Declarations. f.any person or organization with whom you agreed in a written contract, written agreement, or written permit to add as an additional “insured” on your policy is an additional “insured”. Such person or organization is an additional “insured” only with respect to your ownership, maintenance or use of an “auto” we insure. This coverage is primary and noncontributory with respect to the additional “insured”. SECTION III – PHYSICAL DAMAGE COVERAGE Paragraph A.4. Coverage Extensions is amended by the addition of the following: h.Towing and Labor We will pay reasonable towing and labor costs up to $75 per disablement to any covered “auto” you own that is insured as a commercial passenger “auto”, or up to $150 per disablement for any light or medium duty truck not exceeding 26,000 pounds gross vehicle weight. Labor must be done at the sight of the disablement. i.Replacement Cost Coverage We will pay full replacement cost coverage for any covered “auto” or “trailer” you own that is involved in a total “loss” resulting from an “accident” or theft that occurs within 90 days of the purchase date. The covered “auto” or “trailer” must have been purchased new by you (never previously titled), owned by you, and scheduled on the policy Declarations. j. Auto Loan/Lease Coverage In the event of a total “loss” to a covered “auto” shown in the Declarations, we will pay any unpaid amount due on the lease or loan for a covered “auto”, less: 1.The amount paid under the Physical Damage Coverage section of the policy; and 2.Any: a.Overdue lease/loan payments at the time of the “loss”; and ERIE INSURANCE COMMERCIAL AUTO ACVE01 (Ed. 6/19) UF-C803 Q07-0134055 Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D 2 b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor; d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. The covered “auto” must have been leased or purchased new, and not previously titled to another person or corporation. You are responsible for any deductibles that may apply. k. Loss of Use Expenses – Income Protection We will pay up to $200 per day for loss of income resulting from a Comprehensive or Collision “loss” to a “covered auto” if the “loss” is caused by an interruption of business use of that “auto”. The following provisions apply: 1. Coverage starts 48 hours after the date of the “loss” that causes the downtime. Downtime refers to the exact number of days the “covered auto” is down and cannot be used for business purposes; 2. Payment ends on the date the “auto” is returned to you in useable condition, or a replacement “auto” is made available to you. However, this coverage shall not exceed 30 days from the time payment begins; 3. You are required to make necessary replacement or repairs to resume operations as soon as possible; 4. Payment under this coverage will be excess over any payments made under the Comprehensive or Collision coverage section of the policy; 5. Coverage does not apply if a similar replacement vehicle is available that you could use to continue or resume business operations. The following additional coverages are provided: MEDICAL EVACUATION BENEFITS If an emergency evacuation is required because of injury to you that results from an “accident” to a covered “auto”, and a physician determines that adequate medical care cannot be performed locally if such injuries are suffered outside of the United States, the following benefits and expenses will be provided: 1. medical services required for evacuation to the nearest adequate medical facility; 2. escort services if you are disabled as recommended by a physician; 3. ambulance service to the nearest airport, including air ambulance service upon departure; 4. special transportation costs to return you to the United States, including the cost of a stretcher, oxygen or other supplemental medical devices as deemed necessary by a physician; and 5. any expenses above the cost of a return airfare ticket held by you, or in the absence of a ticket the cost of an economy airfare ticket. The maximum benefit payable under this coverage shall not exceed $50,000. However, this coverage does not apply if providing such coverage would be in violation of any economic or trade sanctions of the United States of America. REPATRIATION BENEFIT If you die from injuries suffered in a covered “accident”, we will pay for expenses incurred for the preparation and transportation of your body back to the United States. The maximum benefit payable under this coverage shall not exceed $25,000. However, this coverage does not apply if providing such coverage would be in violation of any economic or trade sanctions of the United States of America. The following optional coverage applies only if a premium is shown for COMMERCIAL AUTO ENHANCEMENT COVERAGE W/TRANSPORTATION EXPENSES on your Declarations: ADDITIONAL TRANSPORTATION EXPENSES 4. Coverage Extensions Paragraph a. Transportation Expenses is deleted in the policy and policy change endorsement ADVA01 and replaced by the following: a. We will pay for temporary transportation expenses incurred by you resulting from a covered “loss” under Comprehensive coverage, Fire, Theft and Windstorm coverage, Specified Causes of Loss coverage, and Collision coverage. We will pay these expenses until: a. the covered “auto” is returned to you in reasonable condition; or b. we offer settlement; whichever comes first. The payment for transportation expenses resulting from a Comprehensive “loss”, a Fire, Theft and Windstorm “loss”, or a Specified Causes of Loss “loss” will not exceed $65 per day nor total more than $2,925 per “loss” unless a higher limit is purchased. The payment for transportation expenses resulting from a Collision “loss” will not exceed $65 per day nor total more than $2,925 per “loss” unless a higher limit is purchased. No waiting period applies. This coverage is in addition to any Transportation Expenses Coverage purchased under this policy. Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D 3 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: We waive any right of recovery we may have against a person or organization identified as an Additional Insured because of payments we make for injury or damage arising out of the ownership, maintenance or use of an “auto” under a contract with that Additional Insured. Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D Docusign Envelope ID: CD5AF37B-9329-4A56-A3A9-1CA551A79D8D