HomeMy WebLinkAboutOPEX CORPORATION (2)'-INSURANCE ON FILE
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N-2022-006
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GLEE, AGREEMENT WITH OPEX CORPORATION
DATE: TO PROVIDE MAINTENANCE OF AUTOMATED MAIL OPENING MACHINES
THIS AGREEMENT is made and entered into on this
OPEX Corporation, a New Jersey Corporation ("Contractor"),
and municipal corporation organized and existing under the
California ("City").
O.netNre'(Jt�z�4 �r+o�tPXrCL�I�C�i RECITALS
Ist day of January 2022 by and between
and the City of Santa Ana, a charter city
Constitution and laws of the State of
A. The City desires to retain a Contractor having special skill and knowledge in the field of service
and maintenance of automated mail opening machines.
B. Contractor represents that it is able and willing to provide such services to the City.
C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable
in its field and that any services performed by Contractor under this Agreement will be performed
in compliance with such standards as may reasonably be expected from a professional consulting
firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms
and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
a Contractor shall perform during the term of this Agreement, the tasks and obligations including
all labor, materials, tools, equipment, and incidental customary work required to fully and
adequately complete the services described and set forth in Exhibit A, attached hereto and
incorporated by reference, for the equipment identified in Exhibit B, attached hereto and
incorporated by reference.
b. During the term of this Agreement, City may provide to Contractor one or more written work
orders, change orders, delivery tickets, or other instruments, requests or established procedures
with Contractor, which shall act to require Contractor to supply or perform those services. Each
request, regardless of form, shall be deemed a work/change order governed by and subject to the
terms and conditions of this Agreement if the services provided are consistent with the scope
and intent of the parties to utilize services consistent with those provided in Exhibit A.
c. In the event the terms of this Agreement conflict with the terns of Exhibit A then the terms of
this Agreement shall prevail.
d Any work/change order that contains any terms contrary to those within this Agreement shall
be void, unless City and Contractor have expressly agreed in a writing, requiring approval by
the City Manager and the City Attorney's office. Contractor agrees and understands that
substantive changes to the terms of the Agreement are also subject to approval by the City
Council.
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2. COMPENSATION
a City agrees to pay, and Contractor agrees to accept as total payment for its services for City,
the rates and charges identified in Exhibit C. The total amount to be expended under this
Agreement shall not exceed twenty-five thousand dollars and zero cents ($25,000) during the
term of this Agreement, including any extension periods. The sum is comprised of (1) a base
amount of $17,500 and (2) a contingency amount of $7,500 for services to be provided at the
sole discretion of the City.
b. City agrees to pay Contractor for services provided by the Contractor from September 18, 2021
through the expiration date provided in Section 3, below.
c, Thereafter, payment by City shall be made within forty-five (45) days following receipt of
proper invoice evidencing work performed, subject to City accounting procedures. Payment
need not be made for work which fails to meet the standards of performance set forth in the
Recitals which may reasonably be expected by City.
3. TERM
This Agreement shall commence on the date fast written above and continue until September 30,
2024 ("Initial Term") and may be extended for up to two (2) additional one (1) year renewal periods (each,
a "Renewal Term"), unless terminated earlier in accordance with Section 15, below. Pricing for all three
(3) years of the Initial Term is set forth in Exhibit C. Upon the completion of the Initial Term, all rates
for any Renewal Term shall be in accordance with Contractor's then current published rates. This
Agreement shall cover all services provided by Contractor since September 18, 2021.
4. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an independent
contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to
create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise
discretion or control over the professional manner in which Contractor performs the services which are
the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided
in a manner consistent with all applicable standards and regulations governing such services. Contractor
shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar
taxes relating to employees and shall be responsible for all applicable withholding taxes.
5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse,
or sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any
tangible medium of expression, including but not limited to, physical drawings or data magnetically or
otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor
under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in
writing that City is granted a non-exclusive and perpetual license for any Documents & Data the
subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the
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legal right to license any and all Documents & Data. Contractor makes no such representation and
warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be
limited in any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall maintain and
shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Minimum Scope and Limit of Insurance
I. Commercial General Liability (CGL): Insurance Services Office Form
CG 00 01 covering CGL on an "occurrence" basis, including products and
completed operations, property damage, bodily injury and personal &
advertising injury with limits no less than $1,000,000 per occurrence. If a
general aggregate limit applies, either the general aggregate limit shall apply
separately to this project/location (ISO CG 25 03 or 25 04) or the general
aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: ISO Form Number CA 00 01 covering any auto
(Code 1), or if Contractor has no owned autos, hired, (Code 8) and non -
owned autos (Code 9), with a limit no less than $1,000,000 peraceident for
bodily injury and property damage.
3. Workers' Compensation: as required by the State of California, with
Statutory Limits, and Employer's Liability Insurance with limit of no less
than $1,000,000 per accident for bodily injury or disease.
4. If Contractor is or employs a licensed professional such as an architect or
engineer: Professional liability (errors and omissions) insurance, with a
combined single limit of not less than $2,000,000 per claim with $2,000,000
in the aggregate
If the Contractor maintains broader coverage and/or higher limits than the minimums
shown above, the City requires and shall be entitled to the broader coverage and/or the
higher limits maintained by the Contractor. Any available insurance proceeds in excess
of the specified minimum limits of insurance and coverage shall be available to the
City.
b. Other Insurance Provisions
1. Additional Insured Status: The City, its officers, officials, employees, and
volunteers are to be covered as additional insureds on the CGL policy with
respect to liability arising out of work or operations performed by or on
behalf of the Contractor including materials, parts, or equipment famished
in connection with such work or operations. General liability coverage can
be provided in the form of an endorsement to the Contractor's insurance (at
least as broad as ISO Form CG 20 10 11 85 or if not available, through
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the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG
2037 if a later edition is used).
2. Primary Coverage: For any claims related to this contract, the Contractor's
insurance coverage shall be primary coverage at least as broad as ISO CG
20 01 04 13 as respects the City, its officers, officials, employees, and
volunteers. Any insurance or self-insurance maintained by the City, its
officers, officials, employees, or volunteers shall be excess of the
Contractor's insurance and shall not contribute with it.
3. Notice of Cancellation: Each insurance policy required above shall provide
that coverage shall not be canceled, except with notice to the City.
4. Waiver of Subrogation: Contractor hereby grants to City a waiver of any
right to subrogation that any insurer of said Contractor may acquire against
the City by virtue of the payment of any loss under such insurance.
Contractor agrees to obtain any endorsement that may be necessary to affect
this waiver of subrogation, but this provision applies regardless of whether
or not the City has received a waiver of subrogation endorsement from the
insurer.
5. Self -Insured Retentions: Self -insured retentions must be declared to and
approved by the City. The City may require the Contractor to purchase
coverage with a lower retention or provide proof of ability to pay losses and
related investigations, claim administration, and defense expenses within
the retention. The policy language shall provide, or be endorsed to provide,
that the self -insured retention may be satisfied by either the named insured
or City.
6. Acceptability of Insurers: Insurance is to be placed with insurers
authorized to conduct business in the state with a current A.M. Best's rating
of no less than A: VII, unless otherwise acceptable to the City.
7. Claims Made Policies (applicable only to professional liability):
The Retroactive Date must be shown, and must be before the date of
the contract or the beginning of contract work.
Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after completion of the contract
of work.
iii. If coverage is canceled or non -renewed, and not replaced with
another claims -made policy form with a Retroactive Date prior to
the contract effective date, the Contractor must purchase "extended
reporting" coverage for a minimum of five (5) years after completion of
work.
Page 4 of 10
8. Verification of Coverage: Contractor shall furnish the City with original
Certificates of Insurance including all required amendatory endorsements
(or copies of the applicable policy language effecting coverage required by
this clause) and a copy of the Declarations and Endorsement Page of the
CGL policy listing all policy endorsements to City before work begins.
However, failure to obtain the required documents prior to the work
beginning shall not waive the Contractor's obligation to provide them.
The City reserves the right to require complete, certified copies of all required
insurance policies, including endorsements required by these specifications,
at any time.
9. Subcontractors: Contractor shall require and verify that all subcontractors
maintain insurance meeting all the requirements stated herein, and
Contractor shall ensure that City is an additional insured on insurance
required from subcontractors.
10. Special Risks or Circumstances: City reserves the right to modify these
requirements, including limits, based on the nature of the risk, prior
experience, insurer, coverage, or other special circumstances.
7. INDEMNII+ICATION
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,
employees, contractors, special counsel, and representatives from liability: (1) for personal injury,
damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
injury, including death, and claims for property damage, which may arise from the negligent operations
of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates
to the services described in section 1 of this Agreement; and (2) from any claim that personal injury,
damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or
effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for
damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been
suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising
from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the
defense of the City, including fees and costs for special counsel to be selected by the City, regarding any
action by a third party challenging the validity of this Agreement, or asserting that personal injury,
damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises
by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions
with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent
Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to
the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Contractor. Additionally, the City and
Contractor agree that Contractor's indemnity obligations hereunder will be reduced to the extent by
which any claim, liability, loss, damage, or expense results from the negligence or willful misconduct
of any employee, servant, officials, client and/or agent of the City.
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8. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees
against any and all liability, including costs, for infringement of any United States' letters patent,
trademark, or copyright infringement, including costs, contained in the work product or documents
provided by Contractor to the City pursuant to this Agreement, provided that Contractor is given prompt
notice of such claim and is given information, reasonable assistance, and sole authority to defend or settle
the claim.
8.1 Infringement Defense. In the defense or settlement of a claim pursuant to Paragraph 8 above,
Contractor may: (i) obtain for the City the right to continue using the Equipment; (ii) replace or modify the
Equipment so that it becomes non -infringing; or (iii) if remedies (i) and (ii) are not reasonably available,
grant the City a depreciated refund pro-rata based upon a sixty (60) month life, measured from the original
installation date of the Equipment.
8.2 Infringement Indemnification Limitations. Contractor shall not have any liability if the alleged
infringement is based upon the use or sale of the Equipment in combination with other products or devices
not furnished or approved by Contractor. CONTRACTOR DISCLAIMS ALL OTHER LIABILITY FOR
PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, INCLUDING ANY INCIDENTAL OR
CONSEQUENTIAL DAMAGES, AND THE RIGHTS STATED HEREIN ARE THE CITY'S SOLE AND
EXCLUSIVE REMEDY.
9. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed under this
Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred
under this Agreement and any services, expenditures, and disbursements charged to the City for a
minimum period of three (3) years, or for any longer period required by law, from the date of final payment
to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor
shall allow a representative of the City to examine, audit, and make transcripts or copies of such records
and any other documents created pursuant to this Agreement during regular business hours. Contractor
shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement
for a period of three (3) years from the date of final payment to Contractor under this Agreement.
10. CONFIDENTIALITY
If either party (either a "Disclosing Party" or "Receiving Party") receives from the other party
information which due to the nature of such information is reasonably understood to be confidential and/or
proprietary, the Receiving Party agrees that it shall not use or disclose such information except in the
performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its
own information of like importance, but in no event less than reasonable care. "Confidential Information"
shall include all nonpublic information. Confidential information includes not only written information,
but also information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered by this
Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information
that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Receiving Party
disclosed in a publicly available source; (c) is in rightful possession of the Receiving Party without an
Page 6 of 10
obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently
developed by the Receiving Party without reference to information disclosed by the Disclosing Party.
11. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interests and shall not have interests, direct or indirect,
which would conflict in any manner with performance of services specified under this Agreement.
12. NON-DISCRIMINATION
Provider shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
orientation, gender identity, gender expression, gender, medical conditions, genetic information, or
military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by
applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other
employment related activities or any services provided under this Agreement. Provider affirms that it is
an equal opportunity employer and shall comply with all applicable federal, state and local laws and
regulations.
13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Contractor,
and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict
between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail.
This Agreement may not be modified except by written instrument signed by the City and by an authorized
representative of Contractor. The parties agree that any terms or conditions of any purchase order or other
instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or
obligate Contractor or the City. Each party to this Agreement acknowledges that no representations,
inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting
on behalf of any party, which is not embodied herein.
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor
may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of
the City and any such assignment, transfer, delegation or subcontract without the City's prior written
consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's
ability to have any of the services which are the subject to this Agreement performed by City personnel
or by other Contractors retained by City.
15. TERMINATION
This Agreement maybe terminated by the City for any reason upon sixty (60) days written notice of
termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor
compensation for all services performed by Contractor prior to receipt of such notice oftermination, subj ect
to the following conditions:
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As a condition of such payment, the Executive Director may require Contractor to deliver
to the City all work product(s) completed as of such date, and in such case such work
product shall be the property of the City unless prohibited by law, and Contractor consents
to the City's use thereof for such purposes as the City deems appropriate.
h Payment need not be made for work which fails to meet the standard of performance
specified in the Recitals of this Agreement.
16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by
the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving
the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed
a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver
constitute a continuing waiver unless the writing so specifies.
17. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined
and governed by the laws of the State of California. Both parties further agree that Orange County,
California, shall be the venue for any action or proceeding that may be brought or arise out of, in
connection with or by reason of this Agreement.
18. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits,
approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by
the laws and regulations of the United States, the State of California, the City of Santa Ana and all other
governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain
or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for
termination of this Agreement.
19. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be
in writing and shall be deemed to be properly given if delivered in person or mailed by first class or
certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided
in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
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With courtesy copies to:
To Contractor:
Executive Director,
Finance and Management Services Agency
City of Santa Ana
20 Civic Center Plaza (M-17)
P.O. Box 1988
Santa Ana, California 92702
Fax:714-647-5304
OPEX Corporation
Attn: Carly B I{arlberg, Counsel
305 Commerce Drive
Moorestown, NJ 08057
Fax (956) 727-1955
A party may change its address by giving notice in writing to the other party. Thereafter, any
communication shall be addressed and transmitted to the new address. If sent by mail, communication
shall be effective or deemed to have been given three (3) days after it has been deposited in the United
States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by
Pax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time
set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth
above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays
shall be excluded.
20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power,
authority and right to bind their respective parties to each of the terms of this Agreement,
and shall indemnify City fully, including reasonable costs and attorney's fees, for any
injuries or damages to City in the event that such authority or power is not, in fact, held by
the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth
in the body of this Agreement. Provided however, that in the event that any provision of any
exhibit is in direct conflict with the provisions of this Agreement then the terms of this
Agreement will prevail solely with respect to any such directly conflicting provision(s), or
portions thereof.
a This Agreement must be signed below and may be signed in counterpart and delivered by
fax, email as a PDF (Portable Document Format) file attachment, or by other means that
displays the original or a copy of the signatures. Any subsequent amendments may be signed
and delivered in the same manner.
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N-2022-006
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above
written.
ATTEST:
DGomez
aisy
Clerk of the Council
APPROVED AS TOFORM:
SONIA R. CARVALHO
City Attorney
By:
Bra n Salvatierra
Deputy City Attorney
FOR APPROVAL:
Kathryn DoAs, CPA
Executive Director
Finance and Management Services Agency
CITY OF SANTA ANA
Kristine
City Manager
Contractor
Carly B. Karlberg
Counsel
Page 10 of 10
EXHIBIT A
MASTER MAINTENANCE AGREEMENT ("Agreement")
By and between OPEX CORPORATION ("Vendor") and City of Santa Ana ("Customer")
EXHIBIT "A"
9/18/2021 ("Effective Date")
I. BASIC TERMS
1.1 Equipment Covered. The machines specifically identified by serial number on Exhibit "B" shall
be covered by this Agreement (collectively "Equipment"). Vendor shall furnish "Maintenance Service" (as
defined in Paragraph 2.1 below) on Equipment at Customer's various Equipment "Sites" (as defined in
Paragraph 2.2 below). Upon mutual agreement between the parties, and pursuant to the terms herein,
Equipment may be added or deleted from the Exhibit "B" from time to time. A II Maintenance Service shall be
provided in consideration for the payment of Vendor's maintenance charges set forth herein, plus all sales and
use taxes and such other governmental charges as may be imposed on the provision of goods and services
hereunder. Service rates for the first year of this Agreement are detailed within Exhibit"C".
12 Effective Date; Renewals, Maintenance Service shall begin on the Effective Date listed above
and shall continue for three years ("Initial Term"). This Agreement may be renewed for up to two (2) additional
one (1) year renewal periods upon the mutual agreement of both parties ("Renewal Term"). Payment by
Customer of Vendor's invoicing for any Renewal Term shall be deemed as mutual agreement by the parties
to renew this Agreement. Rates during any Renewal Term are subject to Vendors then current pricing.
13 Equipment Not Previously Covered. Any machine which Customer seeks to add to this
Agreement that has not been continuously covered by a maintenance agreement with Vendor since the
expiration of its warranty period, shall be subject to inspection by Vendor . After such inspection, if Vendor, in
its sole discretion, determines that the machine is not operating in conformity with the "Published Specifications
" (as defined in Paragraph 1.4 below), the machine shall be restored to good operating condition at Customer's
expense, subject to Vendor's then current rates, as a condition of adding the machine to Exhibit "B".
1A Routine Cleaning. The day-to-day routine cleaning and minor adjustments on the Equipment,
as described in both Vendor's equipment operating manuals and other supplementary material ("Published
Specifications ") which may be furnished by Vendor to Customer from time to time, shall be performed by
Customer. Vendor will notify Customer in writing if the Customer fails to perform routine cleaning on the
Equipment.
2. MAINTENANCE SERVICE
2.1 Maintenance Service, Generally. Maintenance Service is defined as all labor and replacement
parts necessitated by normal wear and tear from operation of the Equipment in accordance with Vendor's
Published Specifications, in order to maintain the Equipment in good operating condition ("Maintenance
Service").
22 Definition of Customer's Equipment Site(s). "Site" is defined as the one (1) floor within
Customer's premises specified in Exhibit "B". Equipment moved to a different Site is subject to the limitations
described in Paragraph 7 Q) below.
23 Service Calls. Preventive Maintenance Service calls are those periodic calls initiated by Vendor
to keep the Equipment operating in accordance with Vendor's Published Specifications ("PM's"). Demand
Maintenance Service calls are those calls initiated by Customer to request that Vendor repair Equipment that
is malfunctioning or not operating in accordance with the Published Specifications ("Demand Calls"). (A PM
may be performed in conjunction with a Demand Call placed by Customer, depending upon, and at the
discretion of, Vendor's service technician). The minimum number of PM's and maximum number of Demand
Calls for each piece of Equipment are outlined in thechart below.
Machin
Models
A8180
A83600/
150
MPE
MPS
Omation/
081225/
Mail Maid
e
72/51/60/
A83690/
IEM&
5.0/
30/
EV-2
082200
Type
50
A87200i/Falcon/
Eagle
7.5
40
Falcon Red
Demand
unitd
unitd
unitd
unitd
unitd
unitd
unitd
unitd
unitd
Preventive 12 12 6 12 12 12 4 4 2
Demand Calls in excess of the maximum maybe billed at Vendor's then current rates. Additionally, if Vendor,
in its sole discretion, determines that the number of "unlimited" calls becomes unreasonable, Vendorreserves
the right to charge for excessive Demand Calls after providing written notice to Customer.
2A Field Service Reports. Vendor shall furnish a summary of the Maintenance Service provided to
the Customer upon completion of each Maintenance Service call ("Field Service Report"), The Field Service
Report shall contain the following information: (1) date and time of arrival; (2) specific identification of
Equipment serviced; (3) time of Maintenance Service; (4) description of the malfunction (if any); and (5) list of
parts replaced.
2.5 Response Times. For Eagle, System 150, IEM, MPS 30140, Mail Matrix, and MPE
5.017.5 Equipment (collectively "Capital Equipment), Vendor shall exert all reasonable efforts to respond to
Demand Calls within two (2) hours after such call is received by Vendor , during the designated "Coverage
Hours" (as defined in Paragraph 3.3 below). For all other Equipment, Vendor shall exert all reasonable efforts
to respond to Demand Call requests within four (4) hours after such call is received by Vendor, during the
designated Coverage Hours.
26 On -Site Coverage. For a Site with Eagle or System 150 and IEM Equipment, Maintenance
Service may be provided on an "On -Site" basis, defined as Maintenance Service providedby a service
technician physically located at, and solely dedicated to, the Site. On -Site coverage availability will be
determined at the sole discretion of Vendor, and shall be subject to Vendor's then current rates.
2.7 Parts. Only new standard parts or parts of equal quality shall be used in providing Maintenance
Service. Title to all replacement parts provided during the course of providing Maintenance Service pursuant
to this Agreement will pass to Customer upon installation.
3.1 Standard Maintenance Charge. Vendor's standard maintenance charge provides for
Maintenance Service to Equipment covered during any mutually agreed upon Coverage Hours, subject to the
terms and conditions set forth in Paragraph 4 below ("Standard Maintenance Charge").
32 Equipment Usage Charge. Actual Equipment usage shall be measured by Vendor every three
(3) months or thirteen (13) weeks ("Quarterly Basis"). Any particular piece of Equipment which processes
envelopes In excess of the volumes specified belowshall be subject to an additional charge ("Additional Usage
Charge"). Additional Usage Charges shall be calculated on half -shift increments; and shall be invoicedbased
upon 25% of Vendor's Standard Maintenance Charge.
To the extent that the number of envelopes processed by a particular piece of Equipment exceeds the
numbers set forth below on a Quarterly Basis, an Additional Usage Charge shall apply:
Equipment
Eagle
System 150
IEM
MPS 30
MPS 40
MPE 5.0
MPE 7.5
AS 180/DS 1 225/DS2200
AS3600/AS3690/AS7200/Falcon
Models 50/51/60/72
Mail Matrix
I.Q Sorts
Omation Equipment
I-==- 7Ct i S 1rf7:i7�
6,500,000
4,550,000
4,550,000
11,375,000
16,380,000
1,820,000
2,275,000
NIA*
NIA'
NIA*
NIA*
NIA*
*NOTE: Inthe event that Equipment usage is extraordinary, Vendor, in its sole discretion, reserves the
rightto establish an Additional Usage Charge for this Equipment after providing Customer written notice.
33 Maintenance Service Coverage Hours, Generally. All Equipment located at a particular
Site must be maintained during the same Maintenance Service schedule ("Coverage Hours"). Coverage
Hours shall be governed by the terms and conditions set forth below.
3.3.1 Coverage Hours for a Site with an Eagle or System 150. For a Site with an Eagle
or System 150, Coverage Hours shall be one (1) consecutive five (5) day per week period, eight
(8) consecutive hours per day, excluding "Vendor Holidays" (as defined in Paragraph 3.5 below).
Customer shall designate the Coverage Hours, which shall be the same each day, and for all
Equipment located at the particular Site. Upon thirty (30) days written notice, Customer may shift
the eight (8) consecutive Coverage Hours.
3.3.2 Coverage Hours for a Site without an Eagle or System 150. For a Site without an
Eagle or System 150, Coverage Hours shall be 7:00 am to 3:00 pm (Site local time), Monday
through Friday, excluding Vendor Holidays.
34Altering Coverage Hours. Customer shall be able to increase, decrease or shift, the
Coverage Hours for a Site. However, in no event, may the Coverage Hours be decreased to less than
forty (40) hours perweek.
3.4.1 Increasing Coverage Hours. Upon thirty (30) days written notice, Customer may
increase the Coverage Hours for a particular Site. Any increase in the Coverage Hours shall be
subject to Vendor personnel availability and subject to Vendor's then current rates based upon
half shift increments.
3.4.2 Decreasing Coverage Hours. Upon sixty (60) days written notice, Customer may
decrease the Coverage Hours for a particular Site. This 60-day notice period applies to any
decrease in Maintenance Service, including removing Equipment or Equipment options,
reducing the number of covered shifts, or total termination of Maintenance Service for a Site.
The notice period shall begin to run from the date on which Vendor receives the written
notification. Upon receipt of the 60-day notice, Customer will be provided a credit for any unused
Maintenance Service towards future Equipment or Maintenance Service, calculated from the
data of the expiration of the sixty (60) day period.
3.4.3 Shifting Coverage Hours. Upon thirty (30) days written notice, Customer may shift
the Coverage Hours for a particular Site. Any shift in the Coverage Hours shall be subject to
Vendor personnel availability and subject to Vendor's then current rates.
3.5 Vendor Holidays. Vendor observes the following holidays: New Year's Day; President's Day;
Good Friday; Memorial Day; Independence Day; Labor Day; Thanksgiving Day; Friday after Thanksgiving;
and Christmas Day. Upon thirty (30) days written notice, Customer may obtain Maintenance Service
coverage on Vendor Holidays. Vendor Holiday coverage shall be subject to Vendor personnel availability
and subject to Vendor's then current rates.
3.6 "Weekend" Coverage. Upon thirty (30) days written notice, Customer may obtain
Maintenance Service coverage on the two days per week not covered pursuant to either Paragraph
3.3.1 or Paragraph 3.3.2 above, whichever is applicable ("Weekend Coverage"). Weekend coverage shall be
subject to Vendor personnel availability and subject to Vendor's then current rates.
3.7 Invoicing. Vendor shall invoice Customer annually in advance for the Standard
Maintenance Charge. Any additional service charges (e.g. machine restoration pursuant to Paragraph
1.3, Weekend Coverage, etc.) shall be invoiced quarterly in arrears. Terms of payment are netthirty (30)
days from date the invoice is issued. Late payments shall bear interest at the lesser of
(i) 2% per month or (ii) the highest permissible rate by law, payable monthly.
4. PROPRIETARY TECHNOLOGY AND DIAGNOSTICS: CONFIDENTIALITY
4.9 Technology. Vendor holds intellectual property rights in the Equipment, which
includes the Equipment's computer operating system, software components and mechanical components
(collectively "Technology"). No licenses, either express or implied, under any patents are granted by
Vendor to Customer hereunder, except as expressly stated herein. Customer agrees that it shall not copy,
remove, use (except for operation of the Equipment in accordance with the Published Specifications), or
disclose Technology to any third party.
42 Diagnostics. In providing Maintenance Service, Vendor utilizes certain software diagnostics
("Diagnostics"). Vendor holds intellectual property rights in the Diagnostics, and the Diagnostics are for
Vendor's exclusive use. Except with the express written consent of Vendor, Customer shall not use, copy,
remove, or alter the Diagnostics. It is understood and agreed by Customer that upon termination of this
Agreement, Customer shall either: (i) Return the Diagnostics to Vendor at Vendor's expense; or (ii) Purchase,
according to Vendor's then current rates, a non-exclusive, non -transferable and personal limited license to use
the Diagnostics.
IG N R-A� I WARTIAN.d.0 it Wd 4 1 N I k I WA I
Vendor warrants that all work required to be performed hereunder shall conform to the descriptions
contained in this Agreement and will be performed In a professional manner according to generally accepted
Industry standards . THE FOREGOING EXPRESS WARRANTY IS IN LIEU OF ANY AND ALL OTHER
WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE AND THERE ARE NO
WARRANTIES WHICH ARE NOT CONTAINED IN THIS AGREEMENT.
6. DEFENSE OF CLAIM
6.1 Defense of Claim. In the event of any such claim set forth in Paragraph 6.2 above, at the request of
the indemnified party, the indemnifying party shall at its sole expense defend all claims, suits or proceedings
arising out of the foregoing. The indemnifying party shall be notified promptly of any such claims, suits or
proceedings in writing, and shall have full and complete authority, information and assistance for the defense of
such claim; provided, however, the indemnifying Party shall have no authority to enter into any settlement or
compromise on behalf of the indemnified Party without the prior written consent of the indemnified Party, which
consent shall not be unreasonably withheld. In all events, the indemnified Party shall have the right to participate
in the defense of any proceedings with counsel of its own choosing, at its expense.
7. LIMITATIONS
7.1 Maintenance Service Limitations. Notwithstanding anything herein to the contrary, Vendor
shall have no obligation hereunder to provide Maintenance Service to Equipment which has deteriorated to such
an extent that It cannot, in the reasonable discretion of Vendor, be maintained and needs to be replaced. Vendor
shall provide written notice of any such deterioration. Vendor's obligations to provide Maintenance Service shall
also terminate if Customer:
(a) fails to provide Vendor with sufficient access to the Equipment, subject to Customer's
reasonable Site policies and procedures;
(b) negligently stores, handles operates or alters the Equipment, or uses the Equipment for
purposes other than those set forth in the Published Specifications;
(c) continues to fail to provide routine cleaning after being provided notice by Vendor
pu rsuant to Paragraph 1.3 above;
(d) fails to continually provide a suitable environment with all facilities and power as
prescribed in the Published Specifications;
(e) uses or operates the Equipment beyond its intended design parameters;
(f) damages the Equipment through its use in conjunction with machinery or software not
covered by this Agreement;
(g) performs work, or allows a third party to work, on the Equipment, which is not authorized by
Vendor;
(h) alters or modifies in any way, the safety mechanisms, without the written consent of
Vendor;
(1) operates the Equipment with envelopes or enclosures other than those specified in the
Published Specifications; or
Q) Customer's relocating Equipment to a Site other than that defined in this Agreement;
provided, however, that should Vendor and Customer agree to continue Maintenance Service on Equipment
moved to another Site, Customer's Equipment shall be subject to inspection by Vendor, at Vendor's published
rates and terms then in effect for such service, prior to Vendor resuming Maintenance Service on Customer's
Equipment.
72 General Limitations. In no event shall either party be liable to the other, whether in an
action in negligence, contract or tort or based on a warranty or otherwise, for loss of profits, revenue, or loss or
inaccuracy of data, or any indirect, incidental, punitive, special or consequential damages incurred by the other
party or anythird party, even ifthe party has been advised of the possibility of such damages. Further, except to
the extent that liability arises from: (i) a breach by either party of its confidentiality obligations in Section 4.3; or
(Ii) instances of either Party's gross negligence orwillful misconduct; each party's liabilityfor damages under this
Agreement , whether in an action in negligence, contract or tort or based on a warranty, shall not exceed the
annual fees payable for the Maintenance Service.
8. GENERAL PROVISIONS
8.1 Fees Due For Breach. In the event that one of the parties hereto breaches or defaults on
any of its obligations or responsibilities under this Agreement (the "Breaching Party"), then on behalf of the
party not in default (the "Non -Breaching Party"), the Breaching Party shall indemnify , and be responsible
for, the reasonable attorneys' fees, costs, and expenses incurred by the Non- Breaching Party in enforcing
or remedying any breach hereunder by the Breaching Party.
82 Assignment. Neither party may assign this Agreement unless mutually agreed upon by the
parties, such agreement not to be unreasonably withheld by either party. However, in no event shall this
Agreement be assigned to a competitor of Vendor.
8.3 Rights Cumulative; Non -Waiver. All rights and remedies conferred under this Agreement
or by any other instrument or law shall be cumulative and may be exercised singularly or concurrently.
Failure or delay by either party to enforce any contract term herein shall not be deemed a waiver of future
enforcement of that or any other term.
BA Severability. In the event any one or more of the provisions contained herein shall for any
reason be held to be unenforceable in any respect under the law of any state or of the United States of
America, such unenforceability shall not affect any other provision of this Agreement, but this Agreement
shall then be construed as if such unenforceable provision or provisions had not been contained herein.
8-5 Force Majeure. Neither Vendor nor Customer shall be held responsible for any delay or
failure in performance of this Agreement caused by fires, strikes, embargoes, government requirements,
acts of God or public enemy or other similar causes beyond their reasonable control.
8.7. Nondiscrimination. Vendor is an equal employment opportunity employer and is a federal
contractor. Consequently, Vendor and Customer (as applicable) agree that they will complywith Executive
Order 11246, the Vietnam Era Veterans Readjustment Assistance Act of 1974 and Section 503 of the
Rehabilitation Act of 1973 and also agree that these laws are incorporated herein by this reference. The
parties further agree that they will comply with the provisions of Executive Order 13496 (29 CFR Part 471,
Appendix A to Subpart A), as applicable, relating to the notice of employee rights under federal labor laws.
8.8 Order of Precedence. Unless otherwise provided herein or agreed to in a signed writing,
documents will apply in the following descending order of precedence: (i) main body of this Agreement; (ii)
Exhibits "A" and "B"; and (it) all other transaction documents.
8.9 Entire Agreement. This Agreement, the Exhibits and documents incorporated herein, are
the final, full and exclusive expression of the understandings of the parties and supersedes all prior
agreements, understandings, writings, proposals, representations and communications , oral and written ,
of either party.
By signing below, the Parties agree to be bound by the terms of this Agreement and any attached
Exhibits.
OPEX CORPORATION ("Vendor") City of Santa Ana ("Customer")
Printed Name: Carly B. Karlberg Printed
Counsel
Date: December 22, 2021
Title:
EXHIBIT B
EXHIBIT "B" EQUIPMENT SCHEDULE
1) Customer's Name: City of Santa Ana
2) The Equipment covered bythisAgreement is located atthefol lowing Site(s):
20 Civic Center Plaza -Room M 14
Santa Ana, CA 92701
S) The Equipment covered by this Agreement includes the machines described below:
(a) Machine Description: Model72
Serial Number(s): 19701
By signing below, the Parties agree to be bound by the terms of the Agreement and this Exhibit "B".
OPEX CORPORATION ("Vendor")
By:
Printed Name: Carly B. Karlberg
Counsel
Date: December 22, 2021
City of Santa Ana ("Customer")
Printed Name:
EXHIBIT C
EXHIBIT "C" SERVICE PRICING
Pricing for the Initial Term of the Agreement is based on the current rates set forth herein, prepaid annually
in advance, per shift, per site. Pricing for any Renewal Term is subject to change, based upon Vendor's
published rates then ineffect.
Billing Period: September 18, 2021 — September 17, 2022
Product Description Price Each Extended Price
Model 72 $2,875.00 $2,875.00
Total Service Costs (pre-tax) $2,875.00
Billing Period: September 18, 2022 — September 17, 2023
Product Description Price Each Extended Price
Model 72 $2,960.00 $2,960.00
Total Service Costs (pre-tax) $2,960.00
*Billing Period: September 18, 2023—September 17, 2024
Product Description Price Each Extended Price
Model 72 $3,110.00 $3,110.00
Total Service Costs (pre-tax) $3,110.00
NOTE: THIS AGREEMENT SPECIFICALLY EXCLUDES VENDOR'S NETWORKING SOLUTION
PRODUCT. Any Maintenance Service provided by Vendor to Customer on Vendor's Networking Solution
Product will be provided on a time and materials basis only, according to Vendor's published terms and rates
then in effect for suchservice.
*The pricing listed for 2023 assumes that the purchase of Maintenance Service under this Agreement for all Equipment
will be in accordance with the quantities identified under Exhibit A of this Agreement. For the, September 18, 2023-
September 17, 2024 billing period, the aggregate price increase for all Equipment shall not exceed 5%, per year, based
on Vendor's previous year's published retail service rates and assuming the purchase of Maintenance Service under this
Agreement for all Equipment is in accordance with the quantities identified under Exhibit A of this Agreement. If the
aggregate percentage increase based upon Vendor's published Maintenance Service prices for any Renewal Term is
less than the increases allowed under this Paragraph, then Customer shall be charged the published Maintenance
Service prices. Upon termination of the Initial term, the Maintenance Service prices for all Renewal Terms shall be based
on Vendor's then current rates
Tori Pierson.,e'2'021.L.3 a?06U2e U)e0B
ACOR& CERTIFICATE OF LIABILITY INSURANCE
111.1
DATE(MMMDIYYYY)
1 10/2912021
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 endomement(s).
PRODUCER
The Graham Company
The Graham Building
1 Penn Square West
Philadelphia PA 19102-
CONTACT
NAME -James H. Bonner
PHONE Faz
215-567-6300 ac Np:215-525-0234
ADDRESS: BONNER UNIT@grahamco.com
INSURERS AFFORDING COVERAGE
NAIc#
INSURER A: Liberty Insurance Corporation
42404
INSURED OPEXXX0 01
Commerce Drive Corporation 305
305 C
INSURER B : Travelers P&C Co Of America
25674
INSURER C : Chubb Groupof Insurance Companies
388
INSURER D:
Moorestown, NJ 08057
INSURER E :
INSURER F :
COVERAGES CERTIFICATE NUMBER: 1521479917 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.
ILTR
TYPE OF INSURANCE
AOOL
SUBR
POLICYNUMBER
MMIDoYEFF
MMI00�
LIMITS
A
X
COMMERCIALGENERAL LIABILITY
CLAIMS-MADE OCCUR
Y
TB7-Z51-290099-071
10/1/2021
10/1/2022
EACHOCCURRENCE
$1.000,000
_OAMAGE(RENTED
PREMISES
PREMISESS Ea occurrence)
REMI
8700,000
MED EXP (Any one person)
$ 5.000
PERSONAL& ADV INJURY
$1,000,000
GEN'L
AGGREGATE LIMIT APPLIES PER:
POLICY JECT LOC
GENERALAGGREGATE
$2,000,000
PRODUCTS - COMP/OP AGG
$2,000,000
$
OTHER:
A
AUTOMOBILE
LIABILITY
Y
AS7-Z51-290099-031
10/1/2021
10/1/2022
COMBINED SINGLE LIMIT
Ea .cadent
$1.000,000
X
BODILY INJURY (Per person)
$
ANY AUTO
OWNED SCHEDULED
AUTOS ONLY AUTOS
BODILY INJURY Per accident)
( 1
$
HIRED NON_OWNED
AUTOS ONLY AUTOS ONLY(par
PROPERTY DAMAGE
accident
$
X
PD Deducible
$1,000
Phys Drug
A
X
UMBRELLA LIAB
X
OCCUR
TH7-Z51-290099-081
10/1/2021
10/1/2022
EACH OCCURRENCE
$10,000,000
AGGREGATE
$10,000,000
EXCESS LIAB
CLAIMS -MADE
DEO I I RETENTIONS
$
C
WORKERS COMPENSATION
AND EMPLOYERS'LIABILITY YIN
Y
IECANA13247
10/1/2021
10/1/2022
X PER OTH.
STATUTE ER
E.L. EACH ACCIDENT
$1,000,000
ANYPROPRIETORIPARTNERIEXECUTIVE
OFFICERIMEMBEREXCLUDED?
NIA
E.L. DISEASE - EA EMPLOYEE
$1,000,000
(Mandatory in NH)
If yes, desodbe under
DESCRIPTION OF OPERATIONS below
E.L. DISEASE - POLICY LIMIT
$1,000,000
B
Professional UabiliTy
ZPL16NO3899
6/11/2021
6/11/2022
Per ClaiMAgg.
$3,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
City of Santa Ana, officers, agents, employees, and volunteers are Additional Insureds on a primary and non-contributory basis on the above General Liability
and Auto Liability policies if required by written contract.
Prior to loss, and if required by written contract, a Waiver of Subrogation is provided in favor of the Additional Insureds on the above Workers Compensation
policy for work performed under contract if permissible by state law.
30 Days Advance Written Notice of Cancellation (10 Days for Non -Payment of Premium) is provided to the Certificate Holder.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS.
Risk Management Division
20 Civic Center Plaza AUTHORIZED REPRESENTATIVE ma"
WMmgentDNabso
Santa Ana CA 92702 RLVIENFD6 APPRGVTD Br:
Tau Prez,terr
V T98B-ZU7D AL:UKU LA
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
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 perform work under a written contract that requires you to obtain this agreement from us.)
This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.
This endorsement is not applicable in AK, KY, NH and NJ.
The waiver does not apply to any right to recover payments which the
Minnesota Workers Compensation Reinsurance Association may have or pursue
under M.S. 79.36.
Schedule
Any person or organization for which the employer has agreed by written contract, executed prior to loss, may
execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver
of subrogation does not apply to any construction group of classifications as designated by the waiver of right to
recover from others (subrogation) rule in our manual.
Where required by contract or written agreement prior to loss and allowed
by law.
In the states of AL, AZ, AR, CO, DE, DC, GA, ID, IL. IN, KS, ME, MI, MN,
MS, MO, MT, NV, NM, OK, PA, RI, SC, SD, VT and WV the premium charge is 0%
of the total manual premium subject to a minimum premium of $0 per policy.
In the states of CT, FL, IA, MD, NE and OR, the premium charge is 1 % of
the total manual premium, subject to a minimum premium of $250 per policy.
In the state of HI, the premium charge is $250 and determined as follows:
The premium charge for this endorsement is 1% of the total manual premium,
subject to a minimum premium of $2S0 per policy.
In the state of LA, the premium charge is 2% of the total standard
premium, subject to a minimum premium of $250 per policy.
In the state of MA, the premium charge is 1 % of the total manual premium.
In the state of NC, the premium charge is 2% of the total manual premium,
subject to a minimum premium of $100 per policy.
In the states of NY & TN, the premium charge is 2% of the total manual
premium, subject to a minimum premium of $250 per policy.
WC 00 03 13 ® 1983 National Council on Compensabon Insurance.
Ed. 04/01 /1984
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In the state of VA, the premium charge is 5% of the total manual premium,
subject to a minimum premium of $250 per policy.
In the state of WI, the premium charge is 2% of the total manual premium,
subject to a minimum premium of $50 per policy.
Issued by LM Insurance Corporation27243
For attachment to Policy No. WC5-Z51-290099-011 Effective Date 10/1 /2021
Issued to Opex Corporation
WC 00 03 13 ® 1983 National Council on Compensation Insurance.
Ed. 04/01/1984
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Policy Number I TB7—Z51-290099071
Issued by The First Liberty Insurance Corp.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
COMMERCIAL GENERAL LIABILITY
ADDITIONAL INSURED ENHANCEMENT FOR MANUFACTURERS
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
Index of modified items:
Item 1. Blanket Addilronat insured Where Required By Written Agreement
Lessors of Leased Equipment
Managers or Lessors of Premises
Mortgagees, Assignees or Receivers
Grantor of Franchise
Vendors
Any Person or Organization
Item 2. Blanket Additional Insured — Grantor Of Permits
Item 3. Other Insurance Amendment
Item 1. Blanket Additional Insured Where Required By Written Agreement
Paragraph 2, of Section 11— Who Is An Insured is amended to add the following:
Additional Insured by Written Agreement
The following are insureds under the policy when you have agreed in a written agreement to provide them coverage
as additional insureds under your policy:
1. Lessors of Leased Equipment: The person(s) or organization(s) 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 equipment leased to you by such person(s) or
organization(s).
This insurance does not apply to any "occurrence" which takes place after the equipment lease expires.
2. Managers or Lessors of Premises: Any manager(s) or lessor(s) of premises leased to you in which the
written lease agreement obligates you to procure additional insured coverage.
The coverage afforded to the additional insured is limited to liability in connection with the ownership,
maintenance or use of the premises leased to you and caused, in whole or in part, by some negligent act(s) or
omission(s) of you, your "employees", your agents or your subcontractors. There is no coverage for the
additional insured for liability arising out of the sole negligence of the additional insured or those acting on
behalf of the additional insured, except as provided below.
If the written agreement obligates you to procure additional insured coverage for the additional insured's sole
negligence, then the coverage for the additional insured shall conform to the agreement, but only if the
applicable law would allow you to indemnify the additional insured for liability arising out of the additional
insured's sole negligence.
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50
6. Any Person or Organization Other Than a Joint Venture: Any person(s) or organization(s) (other than a joint
venture of which you are a member) for whom you are obligated to procure additional insured coverage, but
only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury' caused, in
whole or in part, by your act(s) or omission(s) or the act(s) or omission(s) of those acting on your behalf:
a. In the performance of your ongoing operations; or
b. In connection with premises owned by or rented to you.
This insurance does not apply to:
a. Any person(s) or organization(s) more specifically covered in Paragraphs 1 through 5 above;
b. Any construction, renovation, demolition or installation operations performed by or on behalf of you, or
those operating on your behalf; or
c. Any person(s) or organization(s) whose profession, business or occupation is that of an architect, surveyor
or engineer with respect to liability arising out of the rendering of, or failure to render, any professional
architectural, engineering or surveying services, including:
(1) The preparing, approving or failing to prepare or approve, maps, drawings, opinions, reports, surveys,
field orders, change orders, designs and specifications: or
(2) Supervisory, inspection, architectural or engineering activities.
This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the
supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which
caused the 'bodily Injury' or "property damage", or the offense which caused the "personal and advertising
Injury', involved the rendering of or failure to render any professional services by or on behalf of you, or
those operating on your behalf.
The insurance afforded to any person(s) or organization(s) as an insured under this Item 1:
1. Applies to the extent permitted by law;
2. Applies only to the scope of coverage and the minimum limits of insurance required by the written agreement,
but in no event exceeds either the scope of coverage or the limits of insurance provided by this policy;
3. Does not apply to any person(s) or organization(s) for any "bodily injury', "property damage" or "personal and
advertising injury" if any other additional insured endorsement attached to this policy applies to such person(s)
or organization(s) with regard to the "bodily injury", "property damage" or "personal and advertising injury";
4. Applies only If the "bodily injury" or "property damage" occurs, or the offense giving rise to the "personal and
advertising injury' is committed, subsequent to the execution of the written agreement; and
S. Applies only if the written agreement is in effect at the time the "bodily injury" or "property damage" occurs, or at
the time the offense giving rise to the "personal and advertising injury" is committed.
Item 2. Blanket Additional Insured — Grantor Of Permits
Paragraph 2. of Section II - Who Is An Insured is amended to add the following:
Any state, municipality or political subdivision that has issued you a permit in connection with any operations
performed by you or on your behalf, or in connection with premises you own, rent or control, and to which this
insurance applies, but only to the extent that you are required to provide additional insured status to the state,
municipality or political subdivision as a condition of receiving and maintaining the permit. Such state, municipality
or political subdivision that has issued you a permit is an insured only with respect to their liability as grantor of such
permit to you.
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52
However, with respect to the state, municipality or political subdivision:
1. Coverage will be no broader than required; and
2. Limits of insurance will not exceed the minimum limits of insurance required as a condition for receiving or
maintaining the permit;
but neither the scope of coverage nor the limits of insurance will exceed those provided by this policy.
This insurance does not apply to:
1. "Bodily injury', "property damage" or "personal and advertising injury' arising out of operations performed for
the state, municipality or political subdivision;
2. Any "bodily injury' or "property damage" included within the "products -completed operations hazard", except
when required by written agreement initiated prior to loss; or
3. "Bodily injury', "property damage" or "personal and advertising injury', unless negligently caused, in whole or in
part, by you or those acting on your behalf.
Item 3. Other Insurance Amendment
If you are obligated under a written agreement to provide liability insurance on a primary, excess, contingent, or any
other basis for any person(s) or organization(s) that qualifies as an additional insured on this policy, this policy will
apply solely on the basis required by such written agreement and Paragraph 4. Other Insurance of Section IV —
Commercial General Liability Conditions will not apply. Where the applicable written agreement does not specify on
what basis the liabilty insurance will apply, the provisions of Paragraph 4. Other Insurance of Section IV —
Commercial General Liability Conditions will apply. However, this insurance is excess over any other insurance
available to the additional insured for which it is also covered as an additional insured by attachment of an
endorsement to another policy providing coverage for the same "occurrence", claim or "suit".
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LC 20 610117 ®2016 Liberty Mutual Insurance 91�orjt' Tau prcaaar
Includes copyrighted material of Insurance Services Office, Inc., with its permissio
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53
POLICY NUMBER: AS7-Z51-290099-031
COIMI ERCIAL AUTO
CA20481013
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
DESIGNATED INSURED FOR
COVERED AUTOS LIABILITY COVERAGE
This endorsement modes 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.
This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage
under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage
provided in the Coverage Form.
SCHEDULE
Name Of Person(s) Or Organization(s):
'Any person or organization whom you have agreed in writing to add as an additional insured, but only to
coverage and minimum limits of insurance required by the written agreement, and in no event to exceed either
the scope of coverage or the limits of insurance provided in this policy.
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
Each person or organization shown in the Schedule is
an 'insured" for Covered Autos Liability Coverage, but
only to the extent that person or organization qualifies
as an "insured" under the Who Is An Insured provision
contained in Paragraph A.1. of Section II - Covered
Autos Liability Coverage in the Business Auto and
Motor Carrier Coverage Forms and Paragraph D.2. of
Section I - Covered Autos Coverages of the Auto
Dealers Coverage Form.
CA 20 48 10 13 O Insurance Services Office, Inc.. 2011
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