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HomeMy Public PortalAboutC-21-094 - WATERLINE TECHNOLOGIES AMENDMENT NO. 1 2023 AUG 3AMENDMENT NO. 1 TO PURCHASE AGREEMENT THIS AMENDMENT TO PURCHASE AGREEMENT ("Amendment") by and between the CITY OF CARSON, a California municipal corporation ("City") and WATE INE CHNO OGIES, INC., a California corporation ("Seller"), is effective as of the 2 ay of 2023. RECITALS A. City and Seller entered into that certain Purchase Agreement dated July 20, 2021 ("Agreement") whereby Seller agreed to sell and deliver to City and City agreed to purchase from Seller, certain pool chemicals ("Goods") for City's use at Foisia Pool, Dominguez Pool, Carson Pool and Hemingway Pool, for a Conb•act Sum not to exceed $72,000.00. B. To help protect the plaster finish from discoloration and damage at three aquatic and pool facilities, City needed more Goods than originally anticipated and allocated under the Agreement, and as a result, City is in need of purchasing an additional $12,000 of Goods. C. The City and Seller now desire to amend the Agreement to increase the Purchase Price by an additional $12,000 thereby increasing the Purchase Price to $84,000. TERMS 1. Contract Changes. The Agreement is amended as provided herein (new text is identified in bold italics, deleted text in stfi e thfe •g ): Section 3 (Purchase Price) of the Agreement is hereby amended to read in its entirety as follows: "3. Purchase Price. The Purchase Price which City agrees to pay to Seller for purchase and sale of the Goods is Twenty -Four Thousand Dollars and Zero Cents ($24,000) per year for the first two years and Tliirty4ix Thousand Dollars and Zero Cents (R3Fi,000) for the third year, as provided. in further detail in Exhibit "A." City will purchase the Goods detailed in Exhibit "A" three (3) times, once per year, as directed by the Contract Officer, with the total Purchase Price for the Goods not to exceed Eighty Four c,,.,,fAy Two Thousand Dollars and Zero Cents (S84,000 x,000)." 2. Continuing Effect of Agreement. Except as amended by this Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term "Agreement" appears iDAhe Agreement, it shall mean the Agreement, as amended by this Amendment to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been 01007.00061859482.1 no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Contractor represents and warrants to City that, as of the date of this Amendment, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Contractor that, as of the date of this Amendment, Contractor is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate- and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment. 5. Authority. The persons executing this Amendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] 2 01007.0006/858482.1 IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date and year first -above written. n Dr. Khaleah R. Bradshaw, City APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP »� ;.. Sunny K. S(ltani, City Attorney [rill CITY: Z CARSON, a municipal corporation - I ' yv;0/4�_ a Davis -Holmes, Mayor CONTRACTOR: WATERLINE TECHNOLOGIES, INC., a California corporation *By. evtr o C • (� Name: Thomas Berrey Title: General Manager *BY: Name: M a Vu Title: Controller Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RIILF.S OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY - 3 01007.0006/858482.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES y)'AIZA- L ,Coco On t; A (t , 2023 before me,personally appeared ��10� �`� , proved to me on the basis of satisfactory evidence to be the be whose names s is/ re subscribed to the within instrument and acknowledged to me that he she/they executed the same in�er/their authorized capacity(ies), and that by �/�er/their signature(s) on the instrument the person(s), or tie entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. A004K SARA E. COCO AF LjM COMM. *2364445 z Signature: ZW Notary Public California o Orange County My Comm. Expires July 6, 2025 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ ® INDIVIDUAL CORPORATE OFFICER TITLES) ❑ PARTNER(S) ❑ LIMITFD ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007.0006/R5R482 1 I DESCRIPTION OF ATTACHED DOCUMENT iqmmcggj ►•nom[+- �) Cc,1+I-Slc.�- TITLE OR TYPE OF DOCUMENT 3 NUMBER OF PAGES �.a Tane 2�'z3 DATE OF DOCUMENT M v)) __� VU IGNER(S OTHER THAN NAMED ABOVF. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES IJ c+ y I ; b it I c_ On a') T -'n e , 2023 before me, SJR C (occ� personally app�e,,a�red %r a V Lt proved to me on the basis of satisfactory evidence to be the person(s) whose names(s)eare subscribed to the within instrument and acknow„ ledged to me that he �e hey executed the same in hi jre r authorized capacity(ies), and that by hi er% eir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. SAMA E. LOCO o COMM. 02364445 y Notary Public • California p i Orange County Signature: Z7W 6 " Comm. Ex ires July 6. 2125 ° OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ]C CORP RATE OFFICER TITLES) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 2 W82.1 DESCRIPTION OF ATTACHED DOCUMENT AM111LI\d)yle_/' i— (`'0 T -�Cft TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT n SIGNER(S) OTHER THAN NAMEIr ACORO® CERTIFICATE OF LIABILITY INSURANCE 111.� DATE(MM/DDmYY) 1 06/29/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Nicole Chow NAME: Newfront Insurance Services, LLC PHC O N c Ext (415) 754-3635 F IX No ADDRIESS, nicole.chow@newfront.com 450 Sansome Street INSURER(S) AFFORDING COVERAGE NAIC # Suite 300 INSURERA: Service American Indemnity Company 39152 San Francisco CA 94111 INSURED INSURER B INSURER C : Waterline Technologies Inc. INSURER D: $ INSURER E: 620 N Santiago St INSURER F: Santa Ana CA 92701 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP MWDD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FIOCCUR EACH OCCURRENCE $ RENTED DAMAGE SDccurrence $ PREMISES Ea 0.".".) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: PRO- LOC POLICY ❑ JECT OTHER: GENERAL AGGREGATE $ PRODUCTS -COMP/OPAGG $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY COMBINED SINGLE LIMIT $ Ea accident BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident UMBRELLA LIAB EXCESS LIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? ECUTIVE Y/❑N (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A X SAMTWC0031503 07/01/2023 07/01/2024 X STATUTE ETH E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Waiver of subrogation applies in favor of City of Carson with respect to Workers Compensation. k;rK 1 IFIVA 11: MULUtK City of Carson 701 E Carson St Carson Insurance Approved SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE DJ THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 07/18/23 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE CA 90745 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT— CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you per- form work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be otherwise due on such remuneration. Person or Organization 0 . 020% of the California workers' compensation premium Schedule Blanket Waiver of Subrogation as required by writtencontract Job Description Contract This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Date: 0 7 / 0 1 / 2 0 2 3 Policy No. SAMTWC0031503 Endorsement No. Policy Effective Date: 07/01/2023 to 07/01/2024 Insured: Waterline Technologies, Inc Premium $ DBA: Carrier Name/ Code: Service American Indemnity Company (Method) s Countersigned by �� ��� WC 04 03 06 (Ed. 4-84) Page 1 of 1 A� CERTIFICATE OF LIABILITY INSURANCE 07 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) 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). PRODUCER CONTACT CLIENT CONTACT CENTER FEDERATED MUTUAL INSURANCE COMPANY PHONAME: HOME OFFICE: P.O. BOX 328 A ,,N No,Ext): 888-333-4949 A/C No): 507-446-4664 E-MAIL CLIENTCONTACTCENTER FEDINS.COM OWATONNA, MN 55060 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: FEDERATED MUTUAL INSURANCE COMPANY 13935 INSURED 308-577-6 INSURER B: WATERLINE TECHNOLOGIES INC INSURER C: 620 N SANTIAGO ST INSURER D: SANTA ANA, CA 92701-3942 INSURER E: A INSURER F: LIABILITY ANY AUTO SCHEDBODILY OWNED AUTOS ONLY AUTOSULED HIRED AUTOS ONLY NON-OWNED AUTOS ONLY COVERAGES CERTIFICATE NUMBER: 266 REVISION NUMBER: 0 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. INSR LTR OF INSURANCE ADDLTYPE MSR SR WVDSUB WVD POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP IDD/YYYV LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR Y Y 0623485 08/15/2022 08/15/2023 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED $100,000 PREMISES Ea occurrence) MED EXP (Any one person) EXCLUDED GEN'L NOTHER: PERSONAL & ADV INJURY $1,000,000 AGGREGATE LIMIT APPLIES PER: POLICY ElJECT F]LOC GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG $2,000,000 A AUTOMOBILE X LIABILITY ANY AUTO SCHEDBODILY OWNED AUTOS ONLY AUTOSULED HIRED AUTOS ONLY NON-OWNED AUTOS ONLY Y Y 0623485 08/15/2022 08/15/2023 COMBINED SINGLE LIMIT $ Ea accident)1,000,000 INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE Per accidentl A X UMBRELLA LIAB I EXCESS LIAB X OCCUR CLAIMS -MADE Y Y 0623486 08/15/2022 08/15/2023 EACH OCCURRENCE $10,000,000 AGGREGATE $10,000,000 DED I I RETENTION WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETORIPARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A OTH- PSR STATUTE ER E.L EACH ACCIDENT E.L DISEASE - EA EMPLOYEE E.L DISEASE -POLICY LIMIT DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) SEE ATTACHED PAGE CERTIFICATE HOLDER CANCELLATION 308-577-6 2660 CITY OF CARSON SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 701 E CARSON ST Insurance Approved THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CARSON, CA 90745-2224 DJ ACCORDANCE WITH THE POLICY PROVISIONS. 07/18/23 AUTHORIZED REPRESENTATIVE ® 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ACORO® AGENCY CUSTOMER ID: 308-577-6 LOC #: ADDITIONAL REMARKS SCHEDULE Page 1 Of 1 AGENCY NAMEDINSURED FEDERATED MUTUAL INSURANCE COMPANY WATERLINE TECHNOLOGIES INC 620 N SANTIAGO ST SANTA ANA, CA 92701-3942 POLICY NUMBER SEE CERTIFICATE ## 266.0 CARRIER NAIC CODE SEE CERTIFICATE ## 266.0 EFFECTIVE DATE: SEE CERTIFICATE ## 266.0 HUVI I IVIYNL RCMNRNO THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE ADDITIONAL INSUREDS INCLUDE CITY OF CARSON, ITS ELECTED AND APPOINTED OFFICERS, EMPLOYEES, VOLUNTEERS AND AGENTS. WAIVER OF SUBROGATION IN FAVOR OF THE ADDITIONAL INSUREDS THE CERTIFICATE HOLDER IS AN ADDITIONAL INSURED ON GENERAL LIABILITY SUBJECT TO THE CONDITIONS OF THE ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION ENDORSEMENT. THE CERTIFICATE HOLDER IS AN ADDITIONAL INSURED SUBJECT TO THE CONDITIONS OF THE ADDITIONAL INSURED BY CONTRACT ENDORSEMENT FOR BUSINESS AUTO LIABILITY. INSURANCE PROVIDED BY THE GENERAL LIABILITY COVERAGE IS PRIMARY AND NONCONTRIBUTORY OVER OTHER INSURANCE. INSURANCE PROVIDED BY THE BUSINESS AUTO LIABILITY IS PRIMARY AND NONCONTRIBUTORY OVER OTHER INSURANCE. GENERAL LIABILITY CONTAINS A WAIVER OF SUBROGATION IN FAVOR OF THE CERTIFICATE HOLDER SUBJECT TO THE CONDITIONS OF THE BLANKET WAIVER OF TRANSFER OF RIGHTS OF RECOVERY ENDORSEMENT. BUSINESS AUTO LIABILITY CONTAINS A WAIVER OF SUBROGATION IN FAVOR OF THE CERTIFICATE HOLDER SUBJECT TO THE CONDITIONS OF THE BLANKET WAIVER OF TRANSFER OF RIGHTS OF RECOVERY ENDORSEMENT. COMMERCIAL UMBRELLA FOLLOWS FORM ACCORDING TO THE TERMS, CONDITIONS, AND ENDORSEMENTS FOUND IN THE COMMERCIAL UMBRELLA POLICY. ACORD 101 (2008/01) O 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTO CA 04 49 11 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. The following is added to the Other Insurance B. The following is added to the Other Insurance Condition in the Business Auto Coverage Form Condition in the Auto Dealers Coverage Form and and the Other Insurance - Primary And Excess supersedes any provision to the contrary: Insurance Provisions in the Motor Carrier This Coverage Form's Covered Autos Liability Coverage Form and supersedes any provision to Coverage and General Liability Coverages are the contrary: primary to and will not seek contribution from any This Coverage Form's Covered Autos Liability other insurance available to an "insured" under Coverage is primary to and will not seek your policy provided that: contribution from any other insurance available to 1. Such "insured" is a Named Insured under an "insured" under your policy provided that: such other insurance; and 1. Such "insured" is a Named Insured under 2. You have agreed in writing in a contract or such other insurance; and agreement that this insurance would be primary and would not seek contribution fromany 2. You have agreed in writing in a contract or other insurance available to such agreement that this insurance would be "insured". primary and would not seek contribution from any other insurance available to such "insured". CA 04 49 11 16 © Insurance Services Office, Inc., 2016 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED BY CONTRACT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. WHO IS AN INSURED for "bodily injury" and "property damage" liability is amended to include: Any person or organization other than a joint venture, for which you have agreed by written contract to procure bodily injury or property damage "auto' liability insurance arising out of operation of a covered "auto" with your permission. However, this additional insurance does not apply to: (1) The owner or anyone else from whom you hire or borrow a covered "auto'. This exception does not apply if the covered "auto' is a "trailer" connected to a covered "auto' you own. (2) Your "employee" if the covered "auto' is owned by that "employee" or a member of his or her household. (3) Someone using a covered "auto' while he or she is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours. (4) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company), or a lessee or borrower or any of their "employees", while moving property to or from a covered "auto'. (5) A partner (if you are a partnership), or a member (if you are a limited liability company) for a covered "auto' owned by him or her or a member of his or her household. B. The coverage extended to any additional insured by this endorsement is limited to, and subject to all terms, conditions, and exclusions of the Coverage Part to which this endorsement is attached. In addition, coverage shall not exceed the terms and conditions that are required by the terms of the written agreement to add any insured, or to procure insurance. C. The limits of insurance applicable to such insurance shall be the lesser of the limits required by the agreement between the parties, or the limits provided by this policy. D. Additional exclusions. The insurance afforded to any person or organization as an insured under this endorsement does not apply: 1. To "loss" which occurs prior to the date of your contract with such person or organization; 2. To "loss" arising out of the sole negligence of any person or organization that would not be an insured except for this endorsement. 3. To "loss" for any leased or rented "auto' when the lessor or his or her agent takes possession of the leased or rented "auto' or the policy period ends, whichever occurs first. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CA -F-127 (03-03) Policy Number: 0623485 Transaction Effective Date:08/15/2022 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF TRANSFER OF RIGHTS OF RECOVERY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. In the event of any payment for a loss under this Business Auto Coverage Part arising out of your ongoing operations, we agree to waive our rights under the TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US condition against any person or organization, its subsidiaries, directors, agents or employees, for which you have agreed by written contract, prior to the occurrence of any loss, to waive such rights, except when the payment results from the sole negligence of that person or organization, its subsidiaries, directors, agents or employees. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CA -F-128 (03-03) Policy Number: 0623485 Transaction Effective Date:08/15/2022 FEDERATED INSURANCE COMPANIES THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV - Conditions: We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard", except when the payments result from the sole negligence of that person or organization. We waive this right only when you are required to do so by written contract or agreement with that person or organization, executed by you prior to the occurrence of any loss. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CG -F-81 (04-13) Policy Number: 0623485 Transaction Effective Date: 08/15/2022 COMMERCIAL GENERAL LIABILITY CG 20 0104 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition 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. © Insurance Services Office, Inc., 2012 Page 1 of 1 CG 20 0104 13 Policy Number: 0623485 Transaction Effective Date: 08/15/2022