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HomeMy WebLinkAboutFARMER'S FRIDGE (ROMAINE EMPIRE, INC.) INSURANCE ON ME N-2025-097 WORK MAY PROCEED UwIL INSURANCE FXpIRFS CITY CLERK DATE. APR 2 8 MASTER AGREEMENT(MA) CONTRACT NUMBER MA-017-23011445 BETWEEN CITY OF SANTA ANA n1Lna� AND FARMER'S FRIDGE FOR REFRIGERATED VENDING MACHINE SERVICES This Contract MA-017-23011445 for Refrigerated Vending Machine Services, hereinafter referred to as "Contract", is made and entered into as of the date fully executed by and between the City of Santa Ana, a political subdivision of the State of California, hereinafter referred to as "City," and Romaine Empire,Inc.,dba Farmer's Fridge,a State of Delaware Corporation,hereinafter referred to as"Contractor", with a City and Contractor sometimes referred to individually as"Party"or collectively as"Parties". ATTACHMENTS This Contract is comprised of this document and the following Attachments, which are attached hereto and incorporated by reference into this Contract: Attachment A—Scope of Work Attachment B—Revenue Schedule Attachment C—Product List&Compensation RECITALS WHEREAS, Contractor and City are entering into this Contract for Refrigerated Vending Machine Services,under a firm fixed fee set forth in Attachment B of the Contract; and, WHEREAS, Contractor responded to request for Refrigerated Vending Machine Services, and represented that its proposed services shall meet or exceed the requirements and specifications of the City; and, WHEREAS, Contractor agrees to provide Refrigerated Vending Machine Products to the City as set forth in Attachment A,the Scope of Work;and, WHEREAS, Contractor agrees to provide City Revenue from refrigerated vending machine(s)as set forth in the Attachment B,Revenue Schedule; and, WHEREAS, Contractor agrees to provide refrigerated vending machine products as set forth in Attachment C, Product List&Compensation NOW,THEREFORE,the Parties mutually agree as follows: ARTICLES GENERAL TERMS AND CONDITIONS: A. GOVERNING LAW AND VENUE: This Contract has been negotiated and executed in the state of California and shall be governed by and construed under the laws of the state of California. In the event of any legal action to enforce or interpret this Contract,the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County,California,and the parties hereto agree to and do hereby submit to the jurisdiction of such court,notwithstanding Code of Civil Procedure City of Santa Ana Page 1 of24 MA-01 7-23 0 1 14 4 5 Refrigerated Vending Machine Services File No.2436104 Farmer's Fridge Section 394. Furthermore,the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another city. B. ENTIRE CONTRACT: This Contract contains the entire Contract between the parties with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein.No exceptions,alternatives,substitutes,or revisions are valid or binding on City unless authorized by both Parties in writing. Electronic acceptance of any additional terms, conditions or supplemental Contracts by any City employee or agent, including but not limited to installers of software, shall not be valid or binding on City unless accepted in writing by the City's Purchasing Agent or designee. C. AMENDMENTS:No alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by the parties; no oral understanding or agreement not incorporated herein shall be binding on either of the parties; and no exceptions, alternatives, substitutes, or revisions are valid or binding on City unless authorized by both Parties in writing. D. TAXES: Unless otherwise provided herein or by law,price quoted does not include California state sales or use tax. Out-of-state Contractors shall indicate California Board of Equalization permit number and sales permit number on invoices, if California sales tax is added and collectable. If no permit numbers are shown, sales tax will be deducted from payment. The Auditor-Controller will then pay use tax directly to the State of California in lieu of payment of sales tax to the Contractor. E. DELIVERY: Time of delivery of goods or services is of the essence in this Contract. City reserves the right to refuse any goods or services and to cancel all or any part of the goods not conforming to applicable specifications, drawings, samples or descriptions or services that do not conform to the prescribed statement of work.Acceptance of any part of the order for goods shall not bind City to accept future shipments nor deprive it of the right to return goods already accepted at Contractor's expense. Over shipments and under shipments of goods shall be only as agreed to in writing by City. F. ACCEPTANCE/PAYMENT: Unless otherwise agreed to in writing by City, 1) acceptance shall not be deemed complete unless in writing and until all the services have actually been rendered, inspected, and tested to the satisfaction of City, and 2) payment shall be made after satisfactory acceptance. G. WARRANTY: Contractor expressly warrants that the goods covered by this Contract are 1) free of liens or encumbrances,2)merchantable and good for the ordinary purposes for which they are used, and 3) fit for the particular purpose for which they are intended. Acceptance of this order shall constitute an agreement upon Contractor's part to indemnify, defend and hold City and its indemnities as identified in Article"Z"below,and as more fully described in Article"Z,"harmless from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained by City by reason of the failure of the goods/services to conform to such warranties, faulty work performance, negligent or unlawful acts, and non-compliance with any applicable state or federal codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act (OSHA) and the California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law. H. PATENT/COPYRIGHT MATERIALS/PROPRIETARY INFRINGEMENT: Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party. Contractor agrees that, in accordance with the more specific requirement contained in Article"Z" below, it shall indemnify, defend and hold City and City Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including,costs and expenses but not including attorney's fees. I. ASSIGNMENT: The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties. Furthermore, neither the City of Santo Ann Page 2 of24 MA-0I7-2301I445 Refrigerated Vending Machine Services File No.243004 Farmer's Fringe performance of this Contract nor any portion thereof may be assigned by Contractor without the express written consent of City.Any attempt by Contractor to assign the performance or any portion thereof of this Contract without the express written consent of City shall be invalid and shall constitute a breach of this Contract. J. NON-DISCRIMINATION: In the performance of this Contract,Contractor agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race,religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Contractor acknowledges that a violation of this provision shall subject Contractor to penalties pursuant to Section 1741 of the California Labor Code. K. TERMINATION: In addition to any other remedies or rights it may have by law, City has the right to immediately terminate this Contract without penalty for cause or after 30 days' written notice without cause,unless otherwise specified.Cause shall be defined as any material breach of contract, any misrepresentation or fraud on the part of the Contractor. Exercise by City of its right to terminate the Contract shall relieve City of all further obligations. Contractor has the right to terminate this Contract at any time,for any reason by providing at least 30 days'prior written notice to the City. L. CONSENT TO BREACH NOT WAIVER: No term or provision of this Contract shall be deemed waived and no breach excused,unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented.`Any consent by any party to, or waiver of,a breach by the other,whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach. M. INDEPENDENT CONTRACTOR: Contractor shall be considered an independent contractor and neither Contractor, its employees, nor anyone working under Contractor shall be considered an agent or an employee of City. Neither Contractor, its employees nor anyone working under Contractor shall qualify for workers' compensation or other fringe benefits of any kind through City. N. PERFORMANCE WARRANTY: Contractor shall warrant all work under this Contract, taking necessary steps and precautions to perform the work to City's satisfaction. Contractor shall be responsible for the professional quality,technical assurance,timely completion and coordination of all documentation and other goods/services furnished by the Contractor under this Contract. Contractor shall perform all work diligently, carefully, and in a good and workmanlike manner; shall furnish all necessary labor,supervision, machinery,equipment, materials, and supplies, shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of City required in its governmental capacity, in connection with performance of the work. If permitted to subcontract, Contractor shall be fully responsible for all work performed by subcontractors. O. INSURANCE PROVISION: Prior to the provision of services under this Contract, the Contractor agrees to purchase all required insurance at Contractor's expense, including all endorsements required herein, necessary to satisfy the City that the insurance provisions of this Contract have been complied with. Contractor agrees to keep such insurance coverage, Certificates of Insurance, and endorsements on deposit with the City during the entire term of this Contract. In addition, all subcontractors performing work on behalf of Contractor pursuant to this Contract shall obtain insurance subject to the same terms and conditions as set forth herein for Contractor. Contractor shall ensure that all subcontractors performing work on behalf of Contractor pursuant to this Contract shall be covered under Contractor's insurance as an Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for Contractor. Contractor shall not allow subcontractors to work if subcontractors have less than the level of coverage required by City from Contractor under this Contract. It is the obligation of Contractor to provide notice of the insurance requirements to every subcontractor and to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance must be maintained by i City of Santa Ann Page 3 of 24 MA-017-23011445 Refrigerated mending Machine Services File No.2436104 Farmer's Fridge i Contractor through the entirety of this Contract for inspection by City representative(s) at any reasonable time. All self-insured retentions (SIRS) shall be clearly stated on the Certificate of Insurance. Any self- insured retention (SIR) in an amount in excess of Fifty Thousand Dollars ($50,000) shall specifically be approved by the City's Risk Manager, or designee, upon review of Contractor's current audited financial report. If Contractor's SIR is approved, Contractor, in addition to, and without limitation of, any other indemnity provision(s) in this Contract, agrees to all of the following; 1, In addition to the duty to indemnify and hold the City harmless against any and all liability, claim, demand or suit resulting from Contractor's, its agents, employee's or subcontractor's performance of this Contract, Contractor shall defend the City at its sole cost and expense with counsel approved by Board of Supervisors against same; and 2. Contractor's duty to defend,as stated above,shall be absolute and irrespective of any duty to indemnify or hold harmless; and 3. The provisions of California Civil Code Section 2860 shall apply to any and all actions to which the duty to defend stated above applies, and the Contractor's SIR provision shall be interpreted as though the Contractor was an insurer and the City was the insured. If the Contractor fails to maintain insurance acceptable to the City for the full term of this Contract, the City may terminate this Contract. Oualified Insurer The policy or policies of insurance must be issued by an insurer with a minimum rating of A- (Secure A.M. Best's Rating)and VIII (Financial Size Category as determined by the most current edition of the Best's Key Rating Guide/Property-Casualty/United States or ambest.com). It is preferred, but not mandatory, that the insurer be licensed to do business in the state of California (California Admitted Carrier). If the insurance carrier does not have an A.M. Best Rating of A-/VIII, the CEO/Office of Risk Management retains the right to approve or reject a carrier after a review of the company's performance and financial ratings. The policy or policies of insurance maintained by the Contractor shall provide the minimum limits and coverage as set forth below: Coveraee Minimum Limits Commercial General Liability $1,000,000 per occurrence $2,000,000 aggregate Automobile Liability including coverage for owned, non-owned and hired vehicles $1,000,000 per occurrence Workers Compensation Statutory Employers Liability Insurance $1,000,000 per occurrence Network Security&Privacy* Liability $1,000,000 per claims-made) Required Coverage Forms The Commercial General Liability coverage shall be written on Insurance Services Office(ISO) City of Santa Ana Page 4 of 24 MA-01 7-23 01 1445 Refrigerated Vending Machine Services File No.2436104 Farmer's Fridge form CG 00 01,or a substitute form providing liability coverage at least as broad.The Business Auto Liability coverage shall be written on ISO form CA 00 01,CA 00 05, CA 0012, CA 00 20, or a substitute form providing coverage at least as broad. Required Indorsements The Commercial General Liability policy shall contain the following endorsements,which shall accompany the Certificate of Insurance: i. An Additional Insured endorsement using ISO form CG 20 26 04 13or a form at least as broad naming the City of Santa Ana its elected and appointed officials,officers,agents and employees as Additional Insureds, or provide blanket coverage, which will state AS REQUIRED BY WRITTEN CONTRA.CT. 2. A primary non-contributing endorsement using ISO form CG 20 01 04 13, or a form at least as broad evidencing that the Contractor's insurance is primary and any insurance or self- insurance maintained by the City of Santa Ana shall be excess and non-contributing. The Network Security and Privacy Liability policy shall contain the following endorsements,which shall accompany the Certificate of Insurance: 1. An Additional Insured endorsement naming the City of Santa Ana, its elected and appointed officials, officers, agents and employees as Additional Insureds for its vicarious liability. 2. A primary and non-contributing endorsement evidencing that the Contractor's insurance is primary and any insurance or self-insurance maintained by the City of Santa Ana shall be excess and non-contributing. The Workers' Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the City of Santa Ana, its elected and appointed officials, officers, agents and employees or provide blanket coverage, which will state AS REQUIRED BY WRITTEN CONTRACT. All insurance policies required by this Contract shall waive all rights of subrogation against the City of Santa Ana,its elected and appointed officials,officers, agents and employees when acting within the scope of their appointment or employment. Contractor shall notify City in writing within thirty(30)days of any policy cancellation and ten (10)days for non-payment of premium and provide a copy of the cancellation notice to City.Failure to provide written notice of cancellation may constitute a material breach of the Contract, upon which the City may suspend or terminate this Contract. If Contractors' Technology Errors & Omissions and/or Network Security & Privacy Liability are "Claims-Made"policy(ies),Contractor shall agree to maintain coverage for two(2)years following the completion of the Contract. The Commercial General Liability policy shall contain a "Severability of Interests" clause also known as a"Separation of Insureds"clause(standard in the ISO CG 0001 policy). Insurance certificates should be forwarded to the agency/department address listed on the solicitation. If the Contractor fails to provide the insurance certificates and endorsements within seven(7)days of notification by CFO/Procurement or the agency/department procurement division, award may be made to the next qualified vendor. Insurance certificates should be emailed to AP-Facilities@santa-ana.org Insurance certificates should be specifically forwarded to: City of Santa Ana Attn:Facilities Manager,Public Works Agency City of San(a Ana Page S of 24 MA-017-2301144S Refrigerated Vending Machine Services File No.2436104 Farmer's Fridge 20 Civic Center Plaza, M-21 Santa Ana, CA 92701 Any insurance documents not addressed as shown above will be"Return to Sender". City expressly retains the right to require Contractor to increase or decrease insurance of any of the above insurance types throughout the term of this Contract.Any increase or decrease in insurance will be as deemed by City of Santa Ana Risk Manager as appropriate to adequately protect the City. City shall notify Contractor in writing of changes in the insurance requirements.If Contractor does not deposit copies of acceptable Certificates of Insurance and endorsements with City incorporating such changes within thirty (30) days of receipt of such notice, this Contract may be in breach without further notice to Contractor,and City shall be entitled to all legal remedies. The procuring of such required policy or policies of insurance shall not be construed to limit Contractor's liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract,nor act in any way to reduce the policy coverage and limits available from the insurer Contractor will need to comply with the following insurance requirements if making the deliveries to the City of Santa Ana.No insurance is required if a common carrier makes deliveries to the City of Santa Ana. P. CHANGES: Contractor shall make no changes in the work or perform any additional work without the City's specific written approval. Q. CHANGE OF OWNERSHIP: Contractor agrees that if there is a change or transfer in ownership of Contractor's business prior to completion of this Contract, and the City agrees to an assignment of the Contract, the new owners shall be required under the terms of sale or other instruments of transfer to assume Contractor's duties and obligations contained in this Contract and complete them to the satisfaction of the City. City reserves the right to immediately terminate the Contract in the event the City determines that the assignee is not qualified or is otherwise unacceptable to the City for the provision of services under the Contract. In addition, Contractor has the duty to notify the City in writing of any change in the Contractor's status with respect to name changes that do not require an assignment of the Contract. The Contractor is also obligated to notify the City in writing if the Contractor becomes a party to any litigation against the City, or a party to litigation that may reasonably affect the Contractor's performance under the Contract, as well as any potential conflicts of interest between Contractor and City that may arise prior to or during the period of Contract performance. While Contractor will be required to provide this information without prompting from the City any time there is a change in Contractor's name, conflict of interest or litigation status, Contractor must also provide an update to the City of its status in these areas whenever requested by the City. The Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with City interests.In addition to the Contractor,this obligation shall apply to the Contractor's employees, agents, and subcontractors associated with the provision of goods and services provided under this Contract. The Contractor's efforts shall include, but not be limited to establishing rules and procedures preventing its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence City staff or elected officers in the performance of their City. R. FORCE MAJEURE: Contractor shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this Contract caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable control,provided Contractor gives written notice of the cause of the delay to City within 36 hours of the start of the delay and Contractor avails himself of any available remedies. S. CONFIDENTIALITY: Contractor agrees to maintain the confidentiality of all City and City- related City of Santa Ana Page 6 of24 MA-017-23011445 Refrigerated Vending Machine Services File No.2436104 Farmer's Fridge records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract.All such records and information shall be considered confidential and kept confidential by Contractor and Contractor's staff, agents and employees. T. COMPLIANCE WITH LAWS: Contractor represents and warrants that services to be provided under this Contract shall fully comply, at Contractor's expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively "laws"), including, but not limited to those issued by City in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by City. Contractor acknowledges that City is relying on Contractor to ensure such compliance,and pursuant to the requirements of Article "Z" below, Contractor agrees that it shall defend, indemnify and hold City and City INDEMNITEES harmless from all liability,damages,costs and expenses arising from or related to a violation of such laws. U. FREIGHT(F.O.B.DESTINATION): Intentional omitted. V. SEVERABILITY:If any term, covenant, condition or provision of this Contract is held by a court of competent jurisdiction to be invalid,void,or unenforceable,the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected,impaired or invalidated thereby. W. ATTORNEY FEES:In any action or proceeding to enforce or interpret any provision of this Contract, each party shall bear their own attorney's fees, costs and expenses. X. INTERPRETATION: This Contract has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each party had been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that they have not been influenced to any extent whatsoever in executing this Contract by any other party hereto or by any person representing them,or both.Accordingly,any rule or law(including California Civil Code Section 1654)or legal decision that would require interpretation of any ambiguities in this Contract against the party that has drafted it is not applicable and is waived.The provisions of this Contract shall be interpreted in a reasonable manner to affect the purpose of the parties and this Contract. Y. EMPLOYEE ELIGIBILITY VERIFICATION: Contractor warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Contract meet the citizenship or alien status requirement set forth in Federal statutes and regulations. The Contractor shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including,but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. The Contractor shall retain all such documentation for all covered employees for the period prescribed by the law. The Contractor shall indemnify, defend and hold harmless, the City, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against the Contractor or the City or both in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract. Z. INDEMNIFICATION PROVISIONS: Contractor agrees to indemnify, defend with counsel approved in writing by City, and hold City, its elected and appointed officials, officers, employees, agents and those special districts and agencies which City Council acts as the governing Board harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by Contractor pursuant to this Contract.If judgment is entered against Contractor and City by a court of competent jurisdiction because of the concurrent active negligence of City or City Indemnitees,Contractor and City agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment. City of Santa Ana Page 7 of24 MA-017-23011445 Refrigerated rending Machine Services File No.2436104 Farmer's Fridge AA. AUDITS/INSPECTIONS: Once per year, Contractor agrees to permit the City's Finance and Management Services or an authorized representative (including auditors from a private auditing firm hired by the City), at City's sole cost and expense, access during normal working hours to all books, accounts, records, reports, files, financial records, and supporting documentation of Contractor directly relating to the services outline in this Contract, for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The City will provide reasonable notice of such an audit or inspection. BB. CONTINGENCY OF FUNDS: Contractor acknowledges that funding or portions of funding for this Contract may be contingent upon state budget approval;receipt of funds from, and/or obligation of funds by, the state of California to City; and inclusion of sufficient funding for the services hereunder in the budget approved by City's Council for each fiscal year covered by this Contract. If such approval,funding or appropriations are not forthcoming,or are otherwise limited,City may immediately terminate or modify this Contract without penalty. ADDITIONAL TERMS AND CONDITIONS: 1. SCOPE OF CONTRACT: This Contract specifies the contractual terms and conditions by which the City will procure goods/services from Contractor as further detailed in the Scope of Work, identified and incorporated herein by this reference as Attachment A. 2. TERM OF CONTRACT: This Contract shall commence upon execution of all necessary signatures and continue for one(1)calendar year(s)from that date,unless otherwise terminated by either party. Absent such termination,this Contract will renew upon mutual agreement through an amendment. 3. AMERICANS wITH DISABILITIES ACT(ADA):Section 504 of the Rehabilitation Act of 1973 as amended; Title VI and VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act, 42 USC 12101; California Code of Regulations, Title 2, Title 22: California Government Code, Sections 11135,et seq;and other federal and state laws and executive orders prohibit discrimination. All programs, activities, employment opportunities, and services must be made available to all persons,including persons with disabilities. 4. Au rHORtzATION WARRANTY: The Contractor represents and warrants that the person executing this Contract on behalf of and for the Contractor is an authorized agent who has actual authority to bind the Contractor to each and every term, condition and obligation of this Contract and that all requirements of the Contractor have been fulfilled to provide such actual authority. 5. BREACH OF CONTRACT: The failure of the Contractor to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event the City may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract: a) Terminate the Contract immediately,pursuant to Section K herein; b) Afford the Contractor written notice of the breach and ten calendar days or such shorter time that may be specified in this Contract within which to cure the breach; c) Discontinue payment to the Contactor for and during the period in which the Contractor is in breach;and Offset against any monies billed by the Contractor but yet unpaid by the City those monies disallowed pursuant to the above, 6. CAL-OSHA VEHICLE REGULATION: All vehicles must meet California Motor Vehicle and Cal- OSHA regulations and all other applicable codes required for vehicle use on the roads or highways in the state of California. 7. CIVIL RIGHTS: Contractor attests that services provided shall be in accordance with the provisions of Title VI and Title VII of the Civil Rights Act of 1964, as amended, ,Section 504 of the Rehabilitation Act of 1973, as amended;the Age Discrimination Act of 1975 as amended; Title II of the Americans with Disabilities Act of 1990, and other applicable State and federal laws and City of Santa Ana Page 8 of24 MA-017-23011445 Refrigerated Vending Machine Services File No.2436104 Farmer's Fridge regulations prohibiting discrimination on the basis of race, color, national origin, ethnic group identification,age,religion,marital status, sex or disability. 8. CONFLICT OF INTEREST—CONTRACTOR'S PERSONNEL:The Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the City. This obligation shall apply to the Contractor; the Contractor's employees, agents, and subcontractors associated with accomplishing work and services hereunder. The Contractor's efforts shall include, but not be limited to establishing precautions to prevent its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence City staff or elected officers from acting in the best interests of the City. 9. CONFLICT OF INTEREST— CITY PERSONNEL: The City of Santa Ana policy prohibits its employees from engaging in activities involving a conflict of interest. The Contractor shall not, during the period of this Contract,employ any City employee for any purpose. 10. CONTRACTOR WORK HOURS AND SAFETY STANDARDS:The Contractor shall ensure compliance with all safety and hourly requirements for employees in accordance with federal, state and City's safety regulations and laws. 11. CONTRACTOR PERSONNEL REFERENCE CHECK: The Contractor warrants that all persons employed to provide service under this Contract have satisfactory past work records indicating their ability to adequately perform the work under this Contract.Contractor's employees assigned to this project must meet character standards as demonstrated by background investigation and reference checks, coordinated by the agency/department issuing this Contract. 12. CONTRACTOR'S ExPENSE: The Contractor will be responsible for all costs related to photo copying, telephone communications, fax communications, and parking while on City sites during the performance of work and services under this Contract. The City will not provide free parking for any service in the Civic Center. 13. CONTRACTOR PERSONNEL UNIFORMS/BADGESADENTIFICATION: The Contractor warrants that all persons employed to provide service under this Contract have satisfactory past work records indicating their ability to adequately perform the work under this Contract. All Contractor's employees shall be required to wear uniforms, badges or other means of identification which are to be furnished by the contractor and must be worn at all times while working on City property.The assigned Purchasing Agent must be notified in writing,within seven days of notification of award of Contract, of the uniform and/or badges and/or other identification to be worn by employees prior to beginning work and notified in writing seven days prior to any changes in this procedure. 14. CONTRACTOR'S RECORDS: The Contractor shall keep true and accurate accounts,records,books and data which shall correctly reflect the business transacted by the Contractor in accordance with generally accepted accounting principles.These records shall be stored digitally with the Contractor for a period of three(3)years after final payment is received from the City. City of Santa Ana Page 9 of 24 MA-017-23011445 Refrigerated Vending Mackine Services File No.2436104 Farmer's Fridge 15. CONDITIONS AFFECTING WORK: Contractor shall be responsible for taking all steps reasonably necessary to ascertain the nature and location of the work to be performed under this Contract and to know the general conditions, which can affect the work or the cost thereof. Any failure by the Contractor to do so will not relieve Contractor from responsibility for successfully performing the work without additional cost to the City. The City assumes no responsibility for any understanding or representations concerning the nature, location(s) or general conditions made by any of its officers or agents prior to the execution of this Contract, unless such understanding or representations by the City are expressly stated in the Contract. 16. DATA—TITLE To:All materials, documents,data or information obtained from the City data files or any City medium furnished to the Contractor in the performance of this Contract will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by the Contractor after completion or termination of this Contract without the express written consent of the City. All materials, documents, data or information, including copies, must be returned to the City at the end of this Contract. 17. DEBARMENT: Contractor shall certify that neither Contractor not its principles are presently debarred,proposed for debarment, declared ineligible or voluntarily excluded from participation in the transaction by any Federal department or agency. Where Contractor as the recipient of federal finds, in unable to certify to any of the statements in the certification, Contractor must include an explanation with the bid/proposal. Debarment pending debarment, declared ineligibility or voluntary exclusion from participation by any Federal department of agency may result in the bid/proposal being deemed non-responsible. 18. DEFAULT: In case of default by Contractor,the City of Santa Ana may procure the services from other sources. If the cost for those goods and/or services is higher than under the terms of the existing Contract, Contractor will be responsible for paying the City the difference between the Contract cost and the price paid,and the City may deduct this cost from any unpaid balance due the Contractor.The price paid by the City shall be the prevailing market price at the time such purchase is made.This is in addition to any other remedies available under this Contract and under law. 19. DELIVERY LOCATION—NO LOADING DOCK:Delivery locations may not have loading docks.The Contractor is required to make all necessary arrangements for lift trucks or other means necessary to complete delivery. Inside delivery to secured facilities may be required. 20. DISABLED VErruIAN BUSINESS ENTERPRISE:Contractor certifies it is in compliance with City of Santa Ana Disable Veteran Business Enterprise Preference requirements at the time this contract is executed. 21. DISPUTES—CONTRACT: a. The parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Contractor's Project Manager and the City`s Project Manager, such matter shall be brought to the attention of the City's Purchasing Agent by way of the following process: 1) Contractor shall submit to the agency/department's assigned Purchasing Agent a written demand for a final decision regarding the disposition of any dispute between the parties arising under, related to, or involving this Contract, unless the City, on its own initiative, has already rendered such a final decision. 2) Contractor's written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to the Contract, the Contractor shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects the Contract adjustment for which the Contractor believes the City is Iiable. City of Santa Ana Page 10 of 24 M,A-017-23011445 Refrigerated Vending Machine Services File No.2436104 Farmer's Fridge b. Pending the final resolution of any dispute arising under,related to, or involving this Contract, the Contractor agrees to diligently proceed with the provision of services under this Contract. The Contractor's failure to diligently proceed shall be considered a material breach of this Contract. Any final decision of the City shall be expressly identified as such,shall be in writing,and shall be signed by the City's Purchasing Agent or his designee. If the City fails to render a decision within 90 days after receipt of the Contractor's demand, it shall be deemed a final decision adverse to the Contractor's contentions,Nothing in this section shall be construed as affecting either Party's right to terminate the Contract for cause or termination for convenience as stated in section K herein. 25. DRUG-FREE WORKPLACE: The Contractor hereby certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace.The Contractor will: a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a)(1). b. Establish a drug-free awareness program as required by Government Code Section 8355(a)(2)to inform employees about all of the following: i. The dangers of drug abuse in the workplace; ii. The organization's policy of maintaining a drug-free workplace; iii. Any available counseling,rehabilitation and employee assistance programs; and iv. Penalties that may be imposed upon employees for drug abuse violations. C. Provide as required by Government Code Section 8355(a)(3) that every employee who works under this Contract: i. Will receive a copy of the company's drug-free policy statement; and ii. Will agree to abide by the terms of the company's statement as a condition of employment under this Contract. It ailure to comply with these requirements may result in suspension of payments under the Contract or termination of the Contract or both,and the Contractor may be ineligible for award of any future City contracts if the City determines that any of the following has occurred: a. The Contractor has made false certification,or b. The Contractor violates the certification by failing to carry out the requirements as noted above. 26. EMERGENCY/DECLARED DISASTER REQUIREMENTS: In the event of an emergency or if the City of Santa Ana is declared a disaster area by the County, state or federal government, this Contract may be subjected to unusual usage.The Contractor shall service the City during such an emergency or declared disaster under the same terms and conditions that apply during non emergency/disaster conditions. The pricing quoted by the Contractor shall apply to serving the City's needs regardless of the circumstances.If the Contractor is unable to supply the goods/services under the terms of the Contract, then the Contractor shall provide proof of such disruption and a copy of the invoice for the goods/services from the Contractor's supplier(s). Additional profit margin as a result of supplying goods/services during an emergency or a declared disaster shall not be permitted. In the event of an emergency or declared disaster, emergency purchase order numbers will be assigned. All applicable invoices from the Contractor shall show both the emergency purchase order number and the Contract number. ERRORS AND OMISSIONS: All reports, files and other documents prepared and submitted by City of Santa Ana Page 11 of24 MA-017-23011445 Refrigerated Vending Machine,Services File No.2436104 Farmer's Fridge Contractor shall be complete and shall be carefully checked by the professional(s) identified by Contractor as project manager and key personnel attached hereto, prior to submission to the City. Contractor agrees that City review is discretionary, and Contractor shall not assume that the City will discover errors and/or omissions. If the City discovers any errors or omissions prior to approving Contractor's reports, files and other written documents,the reports,files, or documents will be returned to Contractor for correction. Should the City or others discover errors or omissions in the reports, files or other written documents submitted by the Contractor after City approval thereof,City approval of Contractor's reports,files or documents shall not be used as a defense by Contractor in any action between the City and Contractor, and the reports, files or documents will be returned to Contractor for correction. 27. EQUAL EMPLOYMENT OPPORTUNITY:Contractor shall comply with U.S.Executive Order 11246 entitled, "Equal Employment Opportunity" as amended by Executive Order 11375 and as supplemented in Department of Labor regulations (41 CFR, Part 60) and applicable state of California regulations as may now exist or be amended in the future. The Contractor shall not discriminate against any employee or applicant for employment on the basis of race,color,national origin, ancestry,religion, sex,marital status,political affiliation or physical or mental condition. Regarding handicapped persons, the Contractor will not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qualified. The Contractor agrees to provide equal opportunity to handicapped persons in employment or in advancement in employment or otherwise treat qualified handicapped individuals without discrimination based upon their physical or mental handicaps in all employment practices such as the following: employment, upgrading, promotions,transfers,recruitments,advertising,layoffs,terminations,rate of pay or other forms of compensation, and selection for training, including apprenticeship. The Contractor agrees to comply with the provisions of Sections 503 and 504 of the Rehabilitation Act of 1973,as amended, pertaining to prohibition of discrimination against qualified handicapped persons in all programs and/or activities as detailed in regulations signed by the Secretary of the Department of Health and Human Services effective June 3, 1977,and found in the Federal Register,Volume 42,No.68 dated May 4, 1977,as may now exist or be amended in the future. Regarding Americans with disabilities, Contractor agrees to comply with applicable provisions of Title 1 of the Americans with Disabilities Act enacted in 1990 as may now exist or be amended in the future, 28. EQUIPMENT MAINTENANCE SERVICE:Cleaning, inspecting,replacing all worn parts,lubricating, testing, and adjusting will be provided as required to maintain the equipment in satisfactory operating condition.The Contractor inspections will be completed during City work hours and will be coordinated with the agency/department having control of the equipment. Emergency service required and performed during normal business hours is included at no extra charge.The Contractor shall list any parts that are not considered part of this equipment maintenance price agreement. 29. GRATUITIES: Contractor warrants that no gratuities, in the form of entertainment, gifts or otherwise,were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract. For breach or violation of this warranty, the City shall have the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by the City in procuring on the open market any goods or services which the Contractor agreed to supply shall be borne and paid for by the Contractor. The rights and remedies of the City provided in the clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract, 30. HAZARDOUS CONDITIONS: Whenever the Contractor's operations create a condition hazardous to traffic or to the public,the Contractor shall provide flagmen and furnish,erect and maintain control devices as are necessary to prevent accidents or damage or injury to the public at Contractor's expense and without cost to the City. The Contractor shall comply with City directives regarding potential hazards.Emergency lights and traffic cones must also be readily available at all times and City of Santa Ana Page 12 of 24 MA-01 7-23 0114 45 Refrigerated Vending Machine Services File No.2436104 Farmer's Fridge must be used in any hazardous condition. Emergency traffic cones must be placed in front of and behind vehicles to warn oncoming traffic. Signs,lights,flags,and other warning and safety devices shall conform to the requirements set forth in Chapter 5 of the current traffic manual,Traffic Control for Construction and Maintenance Work Zones,published by the state of California Department of Transportation. 31. INTERPRETATION: This Contract has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each party had been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that they have not been influenced to any extent whatsoever in executing this Contract by any other party hereto or by any person representing them,or both.Accordingly,any rule or law(including California Civil Code Section 1654)or legal decision that would require interpretation of any ambiguities in this Contract against the party that has drafted it is not applicable and is waived.The provisions of this Contract shall be interpreted in a reasonable manner to effect the purpose of the parties and this Contract. 32. LOBBYING: On the best information and belief, Contractor certifies no federal appropriated funds have been paid or will be paid by, or on behalf of, the Contractor to any person influencing or attempting to influence an officer or employee of Congress; or an employee of a member of Congress in connection with the awarding of any federal contract, continuation, renewal, amendment,or modification of any federal contract,grant, loan,or cooperative agreement. 33. MATERIAL SAFETY DATA SHEETS(MSDS): The Contractor is required to provide a completed Material Safety Data Sheet(MSDS) for each hazardous substance provided to the City under the contractor's contract with the City.This includes hazardous substances that are not directly included in the Contract but are included in the goods or services provided by the Contractor to the City.The provision of the MSDSs must be in accordance with the requirements of California Labor Code Sections 6380 through 6399, General Industry Safety Order Section 5194, and Title 8, California Code of Regulations. The MSDSs for each substance must be sent to the place of shipment or provision of goods/services and must also be sent to: City of Santa Ana Risk Management 20 Civic Center Plaza. 5d'Floor Santa Ana,CA 92701 34. NEWSANFORMATION RELEASE: Contractor agrees that it will not issue any news releases in connection with either the award of this Contract or any subsequent amendment of or effort under this Contract without first obtaining review and written approval of said news releases from the City through the City's Project manager. 35. NOTICES: Any and all notices,requests,demands and other communications contemplated,called for, permitted, or required to be given hereunder shall be in writing, except through the course of the parties' project managers' routine exchange of information and cooperation during the terms of the work and services.Any written communications shall be deemed to have been duly given upon actual in-person delivery,if delivery is by direct hand,or upon delivery on the actual day of receipt or no greater than four calendar days after being mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs first. The date of mailing shall count as the first day.All communications shall be addressed to the appropriate party at the address stated herein or such other address as the parties hereto may designate by written notice from time to time in the manner aforesaid. City of Santa Ana Page 13 of 24 MA-017-23011445 Refrigerated Vending Machine Services File No.2436104 Farmer's Fridge Contractor: Romaine Empire, Inc., dba Farmer's Fridge Attn: Legal Department 2000 W. Fulton Street, Suite F-310 Chicago, IL 60612 Phone:312-229-0099 Email: legal@farniersfridge.com Day to day communications: Project Manager:Lindsay Collins 708-308-6959 Icollins@farmetsfridge.com For City: City of Santa Ana Public Works Agency Attn: Michael Ortiz,Deputy Public Works Agency Director 20 Civic Center Plaza Santa Ana, CA 92701 Email:AP—Facilities@santa-ana.org 36. ORDER DATES:Orders may be placed during the term of the Contract even if delivery may not be made until after the term of the Contract.The Contractor must clearly identify the order date on all invoices to City and the order date must precede the expiration date of the Contract. 37. ORDER CONFIRMATION BY CONTRACTOR: The Contractor shall be responsible for confirming specifications,quantities, and pricing with the contracting agency/department contact person prior to order entry/delivery. 38. ORDER: The Contractor shall receive written or verbal requests from individual City agencies/departments on an as-needed basis for items on this Contract, subject to the terms, conditions, and pricing listed herein. 39. OWNERSIIIP or DOCUMENTS: City has permanent ownership of all directly connected and derivative materials produced under this Contract by the Contractor excluding the vending machines and all of the Contractor's related equipment.All documents,reports and other incidental or derivative work or materials furnished hereunder shall become and remain the sole property of the City and may be used by the City as it may require without additional cost to the City.None of the documents,reports and other incidental or derivative work or furnished materials shall be used by the Contractor without the express written consent of the City. 40. PRECEDENCE: The Contract documents consist of this Contract and its exhibits and attachments. In the event of a conflict between or among the Contract documents,the order of precedence shall be the provisions of the main body of this Contract, i.e., those provisions set forth in the recitals and articles of this Contract, and then the exhibits and attachments. 41. PARKING FOR DELIVERY SERvicES: The City of Santa Ana will not provide free parking for delivery services. 42. PROJECT MANAGER,CITY:The City shall appoint a project manager to act as liaison between the City and the Contractor during the term of this Contract. The City's project manager shall coordinate the activities of the City staff assigned to work with the Contractor. The City project manager shall have the right to request the removal and replacement of the Contractor's project manager and key personnel. 43. PROJECT MANAGER AND KEY PERSONNEL, CONTRACTOR: Contractor shall appoint a Project Manager to direct the Contractor's efforts in fulfilling Contractor's obligations under this Contract. This Project Manager shall be subject to approval by the City and shall not be changed without City of9anta Ann Page 14 of 24 MA-017-23011445 Refrigerated Vending Machine Services File No.2436104 Farmer's Fridge written notice by Contractor to the City's Project Manager. The Contractor's Project Manager shall be assigned to this project for the duration of the Contract and shall diligently pursue all work and services to meet the project timelines. 44. SUB-CONTRACTING: No performance of this Contract or any portion thereof may be subcontracted by the Contractor without the express written consent of the City.Any attempt by the Contractor to subcontract any performance of this Contract without the express written consent of the City shall be invalid and shall constitute a breach of this Contract. In the event that the Contractor is authorized by the City to subcontract, this Contract shall take precedence over the terms of the Contract between Contractor and subcontractor and shall incorporate by reference the terms of this Contract. The City shall look to the Contractor for performance and indemnification and not deal directly with any subcontractor,All work performed by a subcontractor must meet the approval of the City of Santa Ana. 45. PERFORMANCE REQUIREMENTS: The Contractor's vehicles parked on site shall be locked and thoroughly secured at all times. All tools and materials shall remain in Contractor's possession at all times and shall never be left unattended.All lost or misplaced tools or materials shall be reported immediately to the Security staff. All materials, large or small, from removal operations or flew construction (especially those materials that could be used to inflict injury, such as nails, wire, wood, etc.) shall be continuously cleaned up as work progresses. All work areas shall be secured prior to the end of each work period. Contractor's employees shall not smoke or use profanity or other inappropriate language while on site. Contractor's employees shall not enter the facility while under the influence of alcohol, drugs or other intoxicants and shall not have such materials in their possession. Contractor's employees shall plan their activities to minimize the number of times they must enter and exit a facility. Contractor's employees should transport all tools, equipment and materials needed for the day at the start of the work period and restrict all breaks to the absolute minimum. Contractor's personnel shall: 1. Comply with the written schedule provided by the City which shall clearly show the specific start and end times for each workday. 2. Arrive at the site no more than 15 minutes prior to the scheduled time or no more than 15 minutes after the scheduled time;and 3. Report to the control desk upon arrival at the job site. Control will ensure that the work area is clear and ready for work to begin. If a Contractor's employee is delayed or cancellation is necessary, the designated on-site coordinator or the City's Project Manager should be contacted immediately. Repeat problems will be grounds for remedial action which may include Contract termination. 46. SUBSTITUTIONS:The Contractor is required to meet all specifications and requirements contained herein. 47. TERMINATION ORDERLY:After receipt of a termination notice from the City of Santa Ana e,the Contractor may submit to the City a termination claim, if applicable. Such claim shall be submitted promptly, but in no event later than 60 days from the effective date of the termination, unless one or more extensions in writing are granted by the City upon written request of the Contractor.Upon termination City agrees to pay the Contractor for all services performed prior to termination which meet the requirements of the Contract, provided,however, that such compensation combined with previously paid compensation shall not exceed the total compensation set forth in the Contract. Upon termination or other expiration of this Contract,each party shall promptly return to the other party all papers, materials, and other properties of the other held by each for purposes of performance of the Contract. 48. WAIVERS CONTRACT: The failure of either Party in any one or more instances to insist upon City ofSantn Anna Page 15 of 24 MA-017-23011445 Refrigerated Fending Machine Services Tide No,2436104 Farmer's Fridge strict performance of any of the terms of this Contract or to exercise any option contained herein shall not be construed as a waiver or relinquishment to any extent of the right to assert or rely upon any such terms or option on any future occasion. SIGNATURE PAGE FOLLOWS City of Santa Ana Page 16 of24 MA-017 23011445 Refrigerated Vending Machine.Services File No.2436104 Farmer's Fridge CONTRACT SIGNATURE PAGE IN WITNESS WHEREOF,the Parties hereto have executed this Contract on the date following their respective signatures. ROMAINE EMPIRE,INC.,DBA FARMER'S FRIDGE, a Delaware Corporation U`'�9t— Luke Saunders President and CEO 4/17/2025 Signature Name Title Date Nicole Cummins Corporate Secretary 4/17/2025 Signature Name Title Date CITY O"A7NA Ivaro N City Manager ATTEST: Jennifer L. al Ci APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL: SONIA R.CARVALHO City Attorney e, 2'15I` abil Saba Executive Director Public Works Agency By: Kyle ellesen Assistant City Attorney *If the contracting party is a corporation, (2)two signatures are required: one(1)signature by the Chairman of the Board, the President or any vice President;and one(1)signature by the Secretary,any Assistant Secretary, the Chief Financial Officer or any Assistant Treasurer. The signature of one person alone is sufficient to bind a corporation, as long as he or she holds corporate offices in each of the two categories described above. For City purposes,proof of such dual office holding will be satisfied by having the individual sign the instrument twice, each time indicating his or her office that quakes under the above described provision. In the alternative, a single corporate signature is acceptable when accompanied by a corporate resolution demonstrating the legal authority of the signee to bind the corporation. City of Santa Ana Page 17 of 24 MA-017-23011445 Refrigerated Vending Machine Services File No.2436104 Farmer's Fridge ATTACHMENT A SCOPE OF WORK I. SCOPE OF SERVICES:Contractor shall provide a variety of prepared food items,and a refrigerated vending machine(vending machine), IL CONTRACT REQUIREMENTS: A. The City requires the Contractor to provide dependable,quality equipment,a highly responsive service plan and quality freshly prepared food. Vending products shall include but are not limited to: a. Reference Attachment C, "Product List" B. Contractor must furnish and install prepared food vending machine(s). Such machine(s) shall retrain property of the Contractor. C. Contractor must maintain stock and repair/service vending machine(s). III. PRODUCTS A. All applicable State and Local Health Code sections are to be followed for the storage of food products and by persons handling food products. B. Contractor shall ensure all perishable products are fresh.All items must be date-coded and must be replaced before expiration date. C. Contractor shall provide clearly marked packaged items from Attachment C, "Product List". IV. DELIVERY A. Each Department may have different hours of operations; however, all non-urgent deliveries shall be completed within regular City business hours of 8:00 AM--5:00 PM,Monday through Friday, or at other times if agreed upon by both Parties. B. AlI emergency/urgent deliveries shall be coordinated with each respective ordering Department. V. REFRIGERATED VENDING MACHINES/EQUIPMENT A. All equipment must be new or refurbished within the last three (3) years. Energy-saving and credit card/electronic payment equipment is desired when available. Contractor must advise and obtain approval from City in writing of any changes to equipment. B. All refrigerated vending machine(s)provided shall have a serial number. Contractor's toll-free telephone number for maintenance/service request shall be clearly posted on(all)machine(s). C. Refrigerated vending machines) installed by the Contractor must comply with all health and safety requirements. VI. INSTALLATION AND REMOVAL OF REFRIGERATED VENDING MACHINE A. Upon expiration or cancellation/termination of Contract, Contractor shall remove vending machine(s)as requested by City within three(3) business days of written request. B. The parties will work together to determine a date for install of vending machine subject to this Contract. C. Contractor shall be responsible for the installation and removal of vending machine(s) in all locations provided for under this Contract,The Contractor shall assume all costs of installation and/or removal including changes in equipment inventory. D. Any changes in equipment must be approved by the requesting department/agency and acted upon within five (5) working days of written request. Contractor shall assume all costs City of Santa Ana Page 18 of24 MA-017-23011445 Refrigerated Vending Machine Services File No.2436104 Farmer's Fridge associated with installation and/or removal. Contractor shall provide at no additional cost to City, all transportation, labor, and supervision over the packing/unpacking and installation of machines. City will coordinate with Contractor prior to shipment of machine(s). Note: Several City buildings have machines above the first floor without elevators, and some locations may not have loading docks. E. Contractor shall connect (all) machine(s) and make sure it is/they are in working order, City will furnish utility hook-ups ready for connections. F. Contractor has the right to terminate this Contract upon thirty(30) day's written notice to City if the minimum monthly gross sales is not met. VII. MAINTENANCE A. Maintenance shall include but not be limited to servicing and cleaning of all refrigerated vending machine(s). B. Refrigerated vending machine(s)shall be maintained in a sanity and hygienic standard and meet all State and Local.Health Code regulations. C. Contractor shall provide a schedule of routine maintenance/cleaning for (all) refrigerated vending machine(s). VIII. SERvicE HOURS A. Contractor shall maintain a telephone,email,and text answering system,which,at a minimum, provides eight(8)hour a day,five(5)day week coverage from the hours of 9:30 am CT to 5:30 pm CT, and ensures the ability to contact Contractor for evening service projects. B. Contractor shall perform services during City's regular hours of operations, except under special conditions requiring a vacant building and/or after hours/weekend projects pending stock discussions with Contractor's sales team. C. Contractor shall respond within twenty-four(24)hours from the time a call,email,or text has been placed, or if placed on a weekend,on the next business day. D. Contractor will stock each vending machine subject to this Contract based on demand and freshness. Contractor's smart vending machines manage inventory via their proprietary algorithm which maintains adequate stocking levels and limits waste at each unit. E. Contractor will stock each vending machine subject to this Contract based on demand and freshness. Contractor's smart vending machines manage inventory via their proprietary algorithm which maintains adequate stocking levels and limits waste at each unit. F. Contractor shall respond as soon as possible to any emergency calls(not restocking). G. Some City facilities are twenty-four(24)hour operations,special arrangements shall be made between Contractor and City Site Coordinator. IX. REFUNDS A. Contractor shall provide a refund to individuals who claim to have lost money due to refrigerated vending machine(s)malfunction. B. If a City facility has multiple refrigerated vending machines located throughout the facility, then a refund shall be established at the location where the claim takes place. X. REPORTS A. Contractor shall provide a monthly detailed report to the Public Work Agency's Facilities Division by the fifteenth(15') day of each month for the previous month's transactions. B. The monthly report must include, but not limited to the gross sales by each vending machine and the number of products sold. City of Santa Ana Page 19 of 24 MA-01 7-23 0114 45 Refrigerated Yenning Maclaine Services Fide No.2436104 Farmer's Fridge C. The report must be submitted along with the commission/revenue paid and must clearly state the dates covered by the report. D. Contractor shall provide the number and type of refrigerated vending machine(s) required or requested by the City. VII. GENERAL CONDITIONS A. Contractor shall abide by all Federal,State and City laws,ordinances and regulations including, but not limited to,the DOT)PHMSA; the FMCSA; Federal Hazardous Materials Transportation Law and all HMR. Contractor shall maintain the following permits, licenses, certifications, and memberships throughout the term of the Contract: a. Driver(s)shall maintain a valid and current California Driver's License. B. Contractor shall be fully responsible for any damage to any facility caused by the delivery or delivery personnel under this Contract. VIII. SECURITY REQUIREMENTS: A. All vehicles parked on-site shall be locked and thoroughly secured at all times. B. All equipment and materials shall remain in Contractor possession at all times and shall never be left unattended. All lost or misplaced equipment or materials shall be reported immediately to the (a) security staff or Control in secured detention facilities or(b)the escort or Control in Sheriff's facilities. C. Personnel shall not smoke or use profanity or other inappropriate language while on-site. D. Personnel shall not enter the facility while under the influence of alcohol, drugs or other intoxicants and shall not have such materials in their possession. E. Personnel shall plan their activities to minimize the number of times they must enter and exit a. facility, i.e., transport all equipment and materials needed for the day at the start of work and restrict all breaks to the absolute minimum. V. Contractor employee(s)shall be well-disposed to the public and City staff utilizing the facilities but shall be responsive only to the requests of the City Site Coordinator unless otherwise directed and shall direct all inquiries or requests to the City Site Coordinator. IX.MISCELLANEOUS CLAUSE: A. Contractor shall provide a quote for items not listed under Attachment C, "Product List". Miscellaneous items not listed in the Contract, may be purchased off this Contract. Contractor will provide requesting department with quote and process order once the City department has authorized the order in writing. Prices shall include all costs, but not limited to, overhead, all necessary labor, transportation, freight, delivery and/or shipping/handling fees, fuel/fuel surcharges, mileage, storage, self-imposed fees and any other costs necessary to provide the item/s requested. B. In addition to the commodity requirements and all other terms and conditions provided herein, Contractor shall satisfy the following billing/invoicing procedures for miscellaneous items not named specifically in this attachment. Failure to follow these procedures fully may delay payment of miscellaneous items. 1. An authorized City Department staff member will contact the Contractor to obtain a written quote for any items needed that are not listed above or are of a different quantity than specified. 2. An authorized City Department staff must obtain a quote for items on the Contract if purchased in different quantities than listed on the Contract. 3. Contractor to include all charges in the quote including but not limited to; initial set-up C1ty of Santa Ann Page 20 of 24 MA-0 1 7-23 011445 Refrigerated Vending MachineServices File No.2436104 Farmer's Fridge fees and/or color matching fees, rush charges(if applicable) and shipping charges. 4. If the authorized City Department staff member finds the quote satisfactory,the authorized staff member will sign the quote and email or fax it back to the vendor authorizing the purchase.The Contractor under no circumstance shall release or deliver any miscellaneous items without a written quote signed by an authorized City Department staff member, in their possession. 5. Contractor must attach to the invoice a copy of the matching quote with the authorized City Department staff member signature. 6. The agency/department shall certify on the invoice that the prices are per the signed quote. City ofSanta Ana Page 21 of 24 MA-017-23011445 Refrigended Vending Machine Services Fite No.2436104 Farmer's Fridge ATTACHMENT B REVENUE SCHEDULE This is a revenue Contract for which Contractor agrees to provide the specified compensation as set forth as full remuneration for providing and maintaining all machines and the stocking of products. Gross sales shall exclude tax and discounts. I. Revenue shall be paid to City as follows: MONTHLY GROSS SALES TOTALS REVENUE PERCENTAGE $2,500.00-$4,000.00 5% $4,000.01+ 10% Revenue percentage shall be calculated based on the total monthly gross sales on a per machine basis. Contractor is responsible for tracking all sales related to this Contract and must provide a monthly gross sales report and revenue check to the City by the 15'of each month for the previous month's revenue. Contractor shall make checks payable and deliver to: City of Santa Ana 20 Civic Center Plaza PO Box 1964 Santa Ana,CA 92702 Contractor shall email a copy of check(s)and monthly report(s),which must also include the gross sales receipts of each machine,to: AP Facilities g,santa-ana.org. II. MISCELLANEOUS CLAUSE:Contractor shall provide a quote for items not listed under Attachment C, "Product List". Miscellaneous items not listed in the Contract, may be purchased off this Contract. Contractor will provide requesting department with quote and process order once the City department has authorized the order in writing. Prices shall include all costs, but not limited to, overhead, all necessary labor, transportation,freight, delivery and/or shipping/handling fees, fuel/fuel surcharges, mileage, storage, self-imposed fees and any other costs necessary to provide the item/s requested. In addition to the commodity requirements and all other terms and conditions provided herein, Contractor shall satisfy the following billing/invoicing procedures for miscellaneous items not named specifically on this attachment. Failure to follow these procedures fully may delay payment of miscellaneous items. A. An authorized City Department staff member will contact the Contractor to obtain a written quote City of Santa Ana Page 22 of24 AL4-01 7-13 0 1 14 4 5 Refrigerated Vending Machine Services File No.2436104 Farmer's Fridge for any items needed that are not listed above or are of a different quantity than specified. B. An authorized City Department staff must obtain a quote for items on the Contract if purchased in different quantities than listed on the Contract. C. Contractor to include all charges in the quote including but not limited to;initial set-up fees and/or color matching fees,rush charges(if applicable)and shipping charges. D. If the authorized City Department staff member finds the quote satisfactory,the authorized staff member will sign the quote and email or fax it back to the vendor authorizing the purchase. The Contractor under no circumstance shall release or deliver any miscellaneous items without a written quote signed by an authorized City Department staff member, in their possession. E. Contractor must attach with the invoice a copy of the matching quote with the.authorized City Department staff member signature. F. The agency/department shall certify on the invoice that the prices are per the signed quote. III. PRICE INCREASE/DECREASES: The City requires documented proof of cost increases on Contracts prior to any price adjustment. IV. FIRM DISCOUNT AND PRICING STRUCTURE:Contractor guarantees that prices quoted are equal to or less than prices quoted to any other local, State or Federal government entity for services of equal or lesser scope. Contractor agrees that the City will receive at least thirty (30) days prior written notice of any price increases to products in the vending machines and will have the right to terminate the Contract with thirty(30)days' notice if the City objects. V. CONTRACTOR'S EXPENSE: The Contractor will be responsible for all costs related to photo copying, telephone communications and fax communications while on City sites during the performance of work and services under this Contract. City of Santa Ann Page 23 of 24 MA-017-23011445 Refrigerated Vending Meckine Services File No.2436104 Farmer's Fridge ATTACHMENT C PRODUCT LIST I. PRODUCTS: This is a Contract between City and Contractor to provide Prepared Food and Refrigerated Vending Machine(s) Services as set forth in Attachment A, "Scope of Work". Contractor must be able to provide products listed under"Product List". ITEM NO = DESCRIPTION RETAIL PRICE`- SALADS 1 North Napa Salad $9.99 2 Greek Salad $9.99 3 Green Goddess Salad $9.99 4 Harvest Salad $9.99 5 Elote Salad $9.99 6 Italian Chopped Salad $9.99 7 Turkey Cobb Salad $11.49 8 BBQ Chicken Ranch Salad $11.49 9 Grilled Chicken Caesar Salad $11.49 C t# 10 Thai Noodle Bowl $7.29 11 Pesto Pasta Bowl $7.29 12 Burrito Bowl $7.29 13 Mediterranean Bowl $7.29 14 Baja Bowl $8.29 WRAPS 15 Turkey,Apple&White Cheddar Wrap $7.29 16 Baja Chicken Wrap $7.29 17 Napa Chickpea Wrap $7.29 BREAKFAST BOWLS 18 Chocolate Chia Pudding $6.29 19 Berries&Granola Yogurt $6.29 20 Pineapple Coconut Chia Pudding $6.29 *Contractor has the right to change the Product List at any time,provided that at least thirty (30)days written notice of such change is given to the City. City ofSanta Ana Page 24 of 24 MA-01 7-230 114 45 Refrigerated Vending Machine Serpices Fife No.2436104 Farmer's Fridge CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 04/10/2025 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 13Y 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 M NAME: axwell Brenner With Coverage Insurance Services LLC PHONE FAX AIC No); 1440 W.Taylor St#6$9 AIL ADDRE . team@withcoverage.corn Chicago, IL 60607 INSURERS AFFORDING COVERAGE NAIC B INSURERA: Travelers Property Casualty Company of America 25674 INSURED INSURER B: The Travelers Indemnity Company of Connecticut 25682 Romaine Empire,Inc.dba Farmer's Fridge INSURER C: The Travelers Indemnity Company 25658 2000 W Fulton St INSURER D: Palomar Excess and Surplus Insurance Co 16754 Ste F310 INSURER E: Chicago IL 60612 INSURERF: COVERAGES CERTIFICATE NUMBER: 168248 REVISION NUMBER:001 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 TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LTR POLICY NUMBER MWDD MMIDDJYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE ®OCCUR U A E TO RENTED 3DO,OOD PREMISES Ea occurrence $ MED EXP(Any ore person) $ 5,000 A X X 630-5S978173 10/12/2024 10/12/2025 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER! GENERAL AGGREGATE $ 2,000,000 POLICY El PRO- JECT LOC PRODUCTS-COMP/op AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMM*N n SINGLE LIMIT Ea accident $ 1,444,044 ANY AUTO BODILY INJURY(Per person) $ B SCHEDULED AUTOS X X 810-A0410266-24-14-G 10/1212024 10/1212025 BODILY INJURY(Per accident $ AUTOS ONLY AUTOS ) HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per arxidenl $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ 10,000,000 A EXCESS LIAB CLAIMS-MADE X X CUP-A0926664-24-14 10/12/2024 10/12/2026 AGGREGATE $ 10,000,000 DIED RETENTION$ $ WORKERS COMPENSATION I OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER C ON ICERMEMBEREXCLUDED7ECUTIVE � NIA X UB-A0402383-24.14-G 10/12/2024 10/12/2025 E•L.EACH ACCIDENT $ 1,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 It yes,describe under DESCRIPTION OF OPERATIONS below E,L,DISEASE-POLICY LIMIT $ 1,000,000 Cyber-Network&Security& Aggregate $2,000,0-00 D Privacy liability PLM-CB-S3JZRHGKM-003 10/12/2024 10/12/2025 Each Claim $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS!VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) City of Santa Ana,its City Council,its Officers,officials,employees,agents,and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Permittee including materials,parts,equipment,and personnel furnished in connection with such work or operations.Insurance company agrees to waive all rights of subrogation against City,its City Council,its officers,officials,employees,agents,and volunteers for losses paid under the terms of any policy which arise from work performed by Permittee for City. For any claims related to this contract, Permittee's insurance coverage shall be primary and any insurance maintained by City,its City Council,its officers,officials,employees,agents,or volunteers shall not contribute with it.A thirty(30)day written notice of cancellation(10 days for nonpayment of premium)will be provided to the Certificate Holder. CERTIFICATE HOLDER -APPROVED-..-.­­. CANCELLATION w9usor By Tu Tran Nguyen.at 2 d6 pJr Apr 14 2025" u Tra Uye w:—y� SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 9uYe ,JK„ THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 14Ao6:5' City of Santa Alfa ACCORDANCE WITH THE POLICY PROVISIONS. Attention:Facilities Manager,Public Works Agency AUTHORIZED REPRESENTATIVE 20 Civic Center Plaza,M-21 Santa Ana CA 92701 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD TRAVELERS J� POLICY NUMBER: Y-630-5S978173-TIL-24 EFFECTIVE DATE: 10-12-24 ISSUE DATE; 10-10-24 LISTING OF FORMS, ENDORSEMENTS AND SCHEDULE NUMBERS THIS LISTING SHOWS THE NUMBER OF FORMS, SCHEDULES AND ENDORSEMENTS BY LINE OF BUSINESS. IL TO 02 11 89 COMMON POLICY DECLARATIONS IL T8 01 10 93 FORMS, ENDORSEMENTS AND SCHEDULE NUMBERS IL T3 18 05 11 COMMON POLICY CONDITIONS-DELUXE IL TO 03 04 96 LOCATION SCHEDULE IL T8 03 GENERAL PURPOSE ENDORSEMENT IL T3 20 05 19 NOTICE - CANC, NONRENEWAL PROVIDED BY US DELUXE PROPERTY DX TO 00 11 12 DELUXE PROP COV PART DECLARATIONS DX 00 04 11 12 TABLE OF CONTENTS - DELUXE PROP COV PART DX T1 00 11 12 DELUXE PROPERTY COVERAGE FORM DX T1 01 11 12 DELUXE BI (AND EE) COVERAGE FORM DX T3 37 11 12 WINDSTORM OR HAIL DEDUCTIBLE DX T4 90 11 12 PERSONAL PROPERTY IN TRANSIT-SPOILAGE DX T3 19 11 12 CAUSES OF LOSS - EQUIPMENT BREAKDOWN DX T4 02 01 21 FEDERAL TERRORISM RISK INSURANCE ACT DIS DX T5 21 01 23 DIGITAL ASSETS EXCLUSIONS DX 00 09 05 13 TEXAS CHANGES DX 03 19 11 11 NEW JERSEY CHANGES DX T3 98 01 23 ELECTRONIC VANDALISM LIMIT & OTHER CHANG COMMERCIAL GENERAL LIABILITY CO TO 01 11 03 COML GENERAL LIABILITY COV PART DEC CG D4 68 02 19 TOTAL AGG LMT & DESIG PROJ/LOC AGG LMTS CG TO 07 09 87 DECLARATIONS PREMIUM SCHEDULE CG TO 08 11 03 KEY TO DECLARATIONS PREMIUM SCHEDULE CG TO 34 02 19 TABLE OF CONTENTS - COM GEN LIAB COV CG T1 00 02 19 COMMERCIAL GENERAL LIABILITY COV FORM CG D9 10 09 21 AMENDMENT OF INTELLECTUAL PROPERTY EXCL CG D2 03 12 97 AMEND-NON CUMULATION OF EACH OCC CG D2 47 04 19 SCHED AI W/COMP OPS IF REQ BY CONTRACT CG D4 58 02 19 XTEND ENDT FOR MFRS & WHOLESALERS CG D2 43 01 02 FUNGI OR BACTERIA EXCLUSION CG D4 21 07 08 AMEND CONTRAC LIAB EXCL-EXC TO NAMED INS CG D6 18 10 11 EXCL-VIOLATION OF CONSUMER FIN PROT LAWS CG D9 41 09 22 EXCLUSION - PFAS CG D9 44 01 23 EXCL-VIOLATIONOFBIOMETRICINFOPRIVACYLAWS CG F3 14 03 04 EXCLUSION COMMUNICABLE DISEASES-ILLINOIS CO DO 76 06 93 EXCLUSION-LEAD CG D1 42 02 19 EXCLUSION-DISCRIMINATION CG D2 26 06 15 EXCLUSION - TOBACCO OR NICOTINE IL T8 01 10 93 PAGE: 1 OF 2 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR MANUFACTURERS AND WHOLESALERS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE —This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights,duties, and what is and is not covered. A. Who Is An Insured —Unnamed Subsidiaries H. Blanket Additional Insured — Governmental B. Who Is An Insured — Employees And Volunteer Entities — Permits Or Authorizations Relating To Workers — Bodily Injury To Co-Employees And Operations Co-Volunteer Workers I. Blanket Additional Insured — Grantors Of Franchises C. Who Is An Insured — Newly Acquired Or Formed Limited Liability Companies J. Incidental Medical Malpractice D. Blanket Additional Insured --Broad Form Vendors K. Medical Payments —Increased Limit E. Blanket Additional Insured —Controlling Interest L. Blanket Waiver Of Subrogation F. Blanket Additional Insured—Mortgagees, M. Contractual Liability—Railroads Assignees, Successors Or Receivers G. Blanket Additional Insured — Governmental Entities — Permits Or Authorizations Relating To Premises PROVISIONS X WHO IS AN INSURED -- UNNAMED a, Before you maintained an ownership interest SUBSIDIARIES of more than 50% in such subsidiary; or The following is added to SECTION II —WHO IS b. After the date, if any, during the policy period AN INSURED: that you no longer maintain an ownership Any of your subsidiaries, other than a partnership interest of more than 50% in such subsidiary. or joint venture, that is not shown as a Named For purposes of Paragraph 1. of Section II —Who Insured in the Declarations is a Named Insured if: Is An Insured, each such subsidiary will be a. You are the sole owner of, or maintain an deemed to be designated in the Declarations as: ownership interest of more than 50% in, such subsidiary on the first day of the policy period; a. A limited liability company; and b. An organization other than a partnership, joint b. Such subsidiary is not an insured under venture or limited liability company; or similar other insurance. No such subsidiary is an insured for"bodily injury" c. A trust; or "property damage" that occurred, or "personal as indicated in its name or the documents that and advertising injury" caused by an offense govern its structure. committed: CG D4 58 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 5 Includes copyrighted material of Insurance Services Office,Inc.with its permission COMMERCIAL GENERAL LIABILITY B. WHO IS AN INSURED — EMPLOYEES AND a. A limited liability company; VOLUNTEER WORKERS—BODILY INJURY TO b. An organization, other than a partnership, CO-EMPLOYEES AND CO-VOLUNTEER WORKERS joint venture or limited liability company; The following is added to Paragraph 2.a.(1) of or SECTION II—WHO IS AN INSURED: c. A trust; Paragraphs (1)(a), (b) and (c) above do not apply as indicated in its name or the documents to "bodily injury" to a co-"employee" while in the that govern its structure. course of the cc-"employee's" employment by you D. BLANKET ADDITIONAL INSURED — BROAD or performing duties related to the conduct of your FORM VENDORS business, or to "bodily injury" to your other "volunteer workers" while performing duties The following is added to SECTION II — WHO IS related to the conduct of your business, AN INSURED: C. WHO IS AN INSURED — NEWLY ACQUIRED Any person or organization that is a vendor and OR FORMED LIMITED LIABILITY COMPANIES that you have agreed in a written contract or The following replaces Paragraph 3. of SECTION agreement to include as an additional insured on II—WHO IS AN INSURED: this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property 3. Any organization you newly acquire or form, damage" that: other than a partnership or joint venture, and a. Occurs subsequent to the signing of that of which you are the sole owner or in which contract or agreement; and you maintain an ownership interest of more than 50%, will qualify as a Named Insured if b. Arises out of "your products" that are there is no other similar insurance available to distributed or sold in the regular course of that organization. However: such vendor's business. a. Coverage under this provision is afforded The insurance provided to such vendor is subject only: to the following provisions: (1) Until the 180th day after you acquire a. The limits of insurance provided to such or form the organization or the end of vendor will be the minimum limits that you the policy period, whichever is earlier, agreed to provide in the written contract or if you do not report such organization agreement, or the limits shown in the in writing to us within 180 days after Declarations,whichever are less. you acquire or form it; or b. The insurance provided to such vendor does (2) Until the end of the policy period, not apply to: when that date is later than 180 days after you acquire or form such (1) Any express warranty not authorized by you or any distribution or sale for a organization, if you report such purpose not authorized by you; organization in writing to us within 180 days after you acquire or form it; (2) Any change in "your products" made by b. Coverage A does not apply to "bodily such vendor; injury"or"property damage" that occurred (3) Repackaging, unless unpacked solely for before you acquired or formed the the purpose of inspection, demonstration, organization; and testing, or the substitution of parts under c. Coverage B does not apply to "personal instructions from the manufacturer, and and advertising injury" arising out of an then repackaged in the original container; offense committed before you acquired or (4) Any failure to make such inspections, formed the organization. adjustments, tests or servicing as For the purposes of Paragraph 1. of Section II vendors agree to perform or normally —Who Is An Insured, each such organization undertake to perform in the regular will be deemed to be designated in the course of business, in connection with the Declarations as: distribution or sale of"your products"; Page 2 of 5 C9 2017 The Travelers Indemnity Company.All rights reserved. CG D4 58 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission COMMERCIAL GENERAL LIABILITY (5) Demonstration, installation, servicing or liability as mortgagee, assignee, successor or repair operations, except such operations receiver for "bodily injury", "property damage" or performed at such vendor's premises in "personal and advertising injury"that: connection with the sale of "your a. Is "bodily injury" or "property damage" that products"; or occurs, or is "personal and advertising injury" (6) "Your products" that, after distribution or caused by an offense that is committed, sale by you, have been labeled or subsequent to the signing of that contract or relabeled or used as a container, part or agreement; and ingredient of any other thing or substance b. Arises out of the ownership, maintenance or by or on behalf of such vendor, use of the premises for which that mortgagee, Coverage under thi s provision does not apply to: assignee, successor or receiver is required a. Any person or organization from whom you under that contract or agreement to be have acquired "your products", or any included as an additional insured on this ingredient, part or container entering into, Coverage Part. accompanying or containing such products; The insurance provided to such mortgagee, or assignee, successor or receiver is subject to the b. Any vendor for which coverage as an following provisions: additional insured specifically is scheduled by a. The limits of insurance provided to such endorsement. mortgagee, assignee, successor or receiver E. BLANKET ADDITIONAL INSURED — will be the minimum limits that you agreed to CONTROLLING INTEREST provide in the written contract or agreement, or the limits shown in the Declarations, 1. The following is added to SECTION II—WHO whichever are less. IS AN INSURED: person or organization that has financial b. The insurance provided to such person or Any p g organization does not apply to: control of you is an insured with respect to liability for "bodily injury", "property damage" (1) Any "bodily injury" or "property damage" or"personal and advertising injury"that arises that occurs, or any "personal and out of: advertising injury" caused by an offense that is committed, after such contract or a. Such financial control; or agreement is no longer in effect;or b. Such person's or organization's (2) Any "bodily injury", "property damage" or ownership, maintenance or use of "personal and advertising injury" arising premises leased to or occupied by you. out of any structural alterations, new The insurance provided to such person or construction or demolition operations organization does not apply to structural performed by or on behalf of such alterations, new construction or demolition mortgagee, assignee, successor or operations performed by or on behalf of such receiver. person or organization, G. BLANKET ADDITIONAL INSURED — 2. The following is added to Paragraph 4. of GOVERNMENTAL ENTITIES — PERMITS OR SECTION II—WHO IS AN INSURED: AUTHORIZATIONS RELATING TO PREMISES This paragraph does not apply to any The following is added to SECTION II — WHO IS premises owner, manager or lessor that has AN INSURED: financial control of you. Any governmental entity that has issued a permit F. BLANKET ADDITIONAL INSURED — or authorization with respect to premises owned MORTGAGEES, ASSIGNEES, SUCCESSORS or occupied by, or rented or loaned to, you and OR RECEIVERS that you are required by any ordinance, law, The following is added to SECTION II —WHO IS building code or written contract or agreement to AN INSURED: include as an additional insured on this Coverage Part is an insured, but only with respect to liability Any person or organization that is a mortgagee, for "bodily injury", "property damage" or "personal assignee, successor or receiver and that you and advertising injury" arising out of the have agreed in a written contract or agreement to existence, ownership, use, maintenance, repair, include as an additional insured on this Coverage construction, erection or removal of any of the Part is an insured, but only with respect to its following for which that governmental entity has CG D4 58 02 19 ®2017 The Travelers Indernnity Company,All rights reserved. Page 3 of 5 Includes copyrighted material of Insurance Services Office,Inc.with its permission COMMERCIAL GENERAL LIABILITY issued such permit or authorization: advertising services", first aid or "Good Samaritan signs, awnings, canopies, cellar entrances, coal services" to a person, unless you are in holes, driveways, manholes, marquees, hoist the business or occupation of providing away openings, sidewalk vaults, elevators, street professional health care services. banners or decorations. 2. The following replaces the last paragraph of H BLANKET ADDITIONAL INSURED — Paragraph 2.a.(1) of SECTION II — WHO IS GOVERNMENTAL. ENTITIES — PERMITS OR AN INSURED: AUTHORIZATIONS RELATING TO OPER- Unless you are in the business or occupation ATIONS of providing professional health care services, The following is added to SECTION 11 —WHO IS Paragraphs (1)(a), (b), (c) and (d) above do AN INSURED: not apply to "bodily injury" arising out of Any governmental entity that has issued a permit providing or failing to provide: or authorization with respect to operations (a) "Incidental medical services" by any of performed by you or on your behalf and that you your "employees" who is a nurse, nurse are required by any ordinance, law, building code or written contract or agreement to include as an assistant, emergency medical technician, additional insured on this Coverage Part is an paramedic, athletic trainer, audiologist, insured, but only with respect to liabi lity for"bodily dietician, nutritionist, occupational injury", "property damage" or "personal and therapist or occupational therapy advertising injury" arising out of such operations. assistant, physical therapist or speech- The insurance provided to such governmental language pathologist; or entity does not apply to: (b) First aid or "Good Samaritan services" by a. Any "bodily injury", "property damage" or any of your "employees" or "volunteer "personal and advertising injury" arising out of workers", other than an employed or operations performed for the govemmental volunteer doctor. Any such "employees" entity; or or "volunteer workers" providing or failing F to provide first aid or "Good Samaritan b. Any bodily injury or property damage services" during their work hours for you included the "products-completed will be deemed to be acting within the operations hazard", scope of their employment by you or 1. BLANKET ADDITIONAL INSURED — performing duties related to the conduct GRANTORS OF FRANCHISES of your business. The following is added to SECTION 11 —WHO IS 3. The following replaces the last sentence of AN INSURED: Paragraph 5. of SECTION III — LIMITS OF Any person or organization that grants a franchise INSURANCE: to you is an insured, but only with respect to For the of determining the purposes g liability for "bodily injury", "property damage" or applicable Each Occurrence Limit, all related "personal and advertising injury" arising out of acts or omissions committed in providing or your operations in the franchise granted by that failing to provide "incidental medical person or organization. services", first aid or "Good Samaritan If a written contract or agreement exists between services"to any one person will be deemed to you and such additional insured, the limits of be one "occurrence". insurance provided to such insured will be the 4. The following exclusion is added to minimum limits that you agreed to provide in the Paragraph 2., Exclusions, of SECTION I — written contract or agreement, or the limits shown COVERAGES -- COVERAGE A — BODILY in the Declarations,whichever are less. INJURY AND PROPERTY DAMAGE J. INCIDENTAL MEDICAL MALPRACTICE LIABILITY: 1. The following replaces Paragraph b. of the Sale Of Pharmaceuticals definition of "occurrence" in the "Bodily injury" or "property damage" arising DEFINITIONS Section: out of the violation of a penal statute or b. An act or omission committed in providing ordinance relating to the sale of or failing to provide "incidental medical pharmaceuticals committed by, or with theknowledge or consent of,the insured. Page 4 of 5 b 2017 The Travelers Indemnity Company.All rights reserved. CG D4 58 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission COMMERCIAL GENERAL LIABILITY 5. The following is added to the DEFINITIONS a. $10,000; or Section: b. The amount shown in the Declarations of "Incidental medical services" means: this Coverage Part for Medical Expense a. Medical, surgical, dental, laboratory, x-ray Limit. or nursing service or treatment, advice or L. BLANKET WAIVER OF SUBROGATION instruction, or the related furnishing of The following is added to Paragraph 8., Transfer food or beverages; or Of Rights Of Recovery Against Others To Us, b. The furnishing or dispensing of drugs or of SECTION IV -- COMMERCIAL, GENERAL medical, dental, or surgical supplies or LIABILITY CONDITIONS: appliances. If the insured has agreed in a contract or 6. The following is added to Paragraph 4.b., agreement to waive that insured's right of Excess Insurance, of SECTION IV — recovery against any person or organization, we COMMERCIAL GENERAL LIABILITY waive our right of recovery against such person or CONDITIONS: organization, but only for payments we make This insurance is excess over any valid and because of: collectible other insurance, whether primary, a. "Bodily injury" or "property damage" that excess, contingent or on any other basis, that is available to any of your "employees" for occurs; or "bodily injury" that arises out of providing or b. "Personal and advertising injury" caused by failing to provide "incidental medical services" an offense that is committed; to any person to the extent not subject to subsequent to the execution of the contract or Paragraph 2.a.(1) of Section II — Who Is An agreement. Insured, K. MEDICAL PAYMENTS—INCREASED LIMIT M. CONTRACTUAL LIABILITY—RAILROADS 1. The following replaces Paragraph c. of the The following replaces Paragraph 7, of SECTION definition of "insured contract" in the III—LIMITS OF INSURANCE: DEFINITIONS Section: 7. Subject to Paragraph 5. above, the Medical c. Any easement or license agreement; Expense Limit is the most we will pay under 2. Paragraph f.(1) of the definition of "insured Coverage C for all medical expenses contract" in the DEFINITIONS Section is because of bodily injury sustained by any deleted. one person, and will be the higher of: CG D4 58 02 19 2017 The Travelers Indemnity Company.Alf rights reserved. Page 5 of 5 Includes copyrighted material of Insurance Services Office,Inc.with its permission POLICY NUMBER: 810-A0410266-24-14-0 EFFECTIVE DATE: 10/12/2024 ISSUE DATE: 10/07/2024 LISTING OF FORMS, ENDORSEMENTS AND SCHEDULE NUMBERS THIS LISTING SHOWS THE NUMBER OF FORMS, SCHEDULES AND ENDORSEMENTS BY LINE OF BUSINESS IL TO 02 11 89 COMMON POLICY DECLARATIONS IL T8 01 01 01 FORMS ENDORSEMENTS AND SCHEDULE NUMBERS IL TO O1 01 07 COMMON POLICY CONDITIONS IL T3 02 07 86 CALCULATION OF PREMIUM - COMPOSITE RATES IL T8 25 CALCULATION OF PREMIUM - COMPOSITE RATES COMMERCIAL AUTO CA TO 01 02 15 BA- COVERAGE PART DECS (ITEMS 1 & 2) CA TO 03 02 15 BUS AUTO COV PART DECLARATIONS-4&5 CA TO 30 02 16 BUSINESS AUTO/MC COV PART-UM SUPPL SCHD CA TO 31 02 15 TABLE OF CONTENTS-BUSINESS AUTO COV FORM CA 00 01 10 13 BUSINESS AUTO COVERAGE FORM CA 04 33 10 13 IN CHANGES - POLLUTION EXCLUSION CA 01 19 10 13 INDIANA CHANGES CA 01 20 01 15 ILLINOIS CHANGES CA 01 43 05 17 CALIFORNIA CHANGES CA O1 65 07 16 MISSOURI CHANGES CA 01 66 10 13 MO CHANGES POLLUTION EXCL CA 01 84 11 16 NJ CHANGES-PHYSICAL DAMAGE INSPECTION CA 01 88 10 13 NEW JERSEY CHANGES CA 01 96 10 13 TEXAS CHANGES CA 03 05 10 13 CALIFORNIA CHANGES - WAIVER OF COLLISION DEDUCTIBLE CA 04 24 10 13 California Auto Medical Payments Coverage CA 05 02 04 16 MISSOURI ALTERNATE LOSS PAYMENT - PHYSICAL DAMAGE COVERAGES CA 21 03 10 13 WISCONSIN UNINSURED MOTORISTS COVERAGE CA 21 04 10 13 MISSOURI UNINSURED MOTORISTS COVERAGE CA 21 09 10 13 TEXAS UNINSURED/UNDERINSURED MOTORISTS COVERAGE CA 21 14 10 16 NEW JERSEY UNINSURED AND UNDERINSURED MOTORISTS COVERAGE CA 21 30 01 15 ILLINOIS UNINSURED MOTORISTS COVERAGE CA 21 31 10 13 MICHIGAN UNINSURED MOTORISTS COVERAGE CA 21 33 08 17 OHIO UNINSURED AND UNDERINSURED MOTORISTS COVERAGE - BODILY INJURY CA 21 38 10 13 ILLINOIS UNDERINSURED MOTORISTS COVERAGE CA 21 44 12 15 INDIANA UNINSURED MOTORISTS COVERAGE CA 21 45 10 13 WISCONSIN UNDERINSURED MOTORISTS COVERAGE CA 21 54 11 16 CA UM MOTORISTS COVERAGE - BODILY INJURY CA 22 22 10 13 MICHIGAN BROADENED COLLISION COVERAGE CA 22 24 10 13 MICHIGAN PROPERTY PROTECTION COVERAGE CA 22 30 01 20 NEW JERSEY PERSONAL INJURY PROTECTION CA 22 64 10 13 TEXAS PERSONAE, INJURY PROTECTION ENDORSEMENT IL T8 01 0101 PAGE: 1 OF 2 POLICY NUMBER: 810-A0410266-24-14-G EFFECTIVE DATE: lo/12/2024 ISSUE DATE: 10/07/2024 COMMERCIAL AUTO (CONTINUED) CA 31 04 02 18 MISSOURI UNDERINSURED MOTORISTS COVERAGE CA 31 16 12 15 INDIANA UNDERINSURED MOTORISTS COVERAGE CA 99 03 10 13 AUTO MEDICAL PAYMENTS COVERAGE CA 99 24 10 13 WISCONSIN AUTO MEDICAL PAYMENTS COVERAGE CA 99 95 10 13 TEXAS SUPPLEMENTARY DEATH BENEFIT CA T4 52 02 16 SHORT TERM HIRED AUTO - ADDITIONAL INSURED AND LOSS PAYEE CA T4 59 02 15 AMENDMENT OF EMPLOYEE DEFINITION CA T6 44 07 24 LONG TERM LEASED AUTOS COVERED AS OWNED AUTOS CA T3 53 02 15 BUSINESS AUTO EXTENSION ENDORSEMENT CA 02 19 01 16 MISSOURI CHANGES - CANCELLATION AND NONRENEWAL CA 02 70 01 18 Illinois Changes - Cancellation and Nonrsnewal CA FO 51 02 15 TEXAS CHANGES - CANCELLATION AND NONRENEWAL CA 01 10 11 20 MICHIGAN CHANGES CA 01 17 04 22 WISCONSIN CHANGES CA F2 86 10 23 MICHIGAN PERSONAL INJURY PROTECTION INTERLINE ENDORSEMENTS IL T4 27 02 19 ADDITIONAL BENEFITS IL T4 27 06 19 ADDITIONAL BENEFITS IL 02 83 11 18 WISCONSIN CHANGES - CANCELLATION AND NONRENEWAL IL T4 12 03 15 AMNDT COMMON POLICY COND-PROHIBITED COVG IL 00 21 09 08 NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (BROAD FORM) IL 01 47 09 11 ILLINOIS CHANGES - CIVIL UNION IL 01 56 11 17 INDIANA CHANGES - CONCEALMENT, MISREPRESENTATION OR FRAUD IL 01 62 10 13 ILLINOIS CHANGES - DEFENSE COSTS IL 02 08 09 07 NEW JERSEY CHANGES - CANCELLATION AND NONRENEWAL IL 02 44 09 07 OHIO CHANGES - CANCELLATION AND NONRENEWAL IL 02 72 11 21 INDIANA CHANGES - CANCELLATION AND NONRENEWAL IL 02 86 04 17 MICHIGAN CHANGES - CANCELLATION AND NONRENEWAL IL T3 05 07 15 INSURER AMENDMENT ENDORSEMENT POLICY HOLDER NOTICES PN T2 27 06 19 LOSS CONTROL SERVICES (TEXAS) PN U4 97 01 24 IMPORTANT INFORMATION CONCERNING YOUR MOTOR VEHICLE INSURANCE AND DMV REPORTING IL T8 01 01 01 PAGE: 2 OF 2 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE —This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF S. BLANKET ADDITIONAL INSURED USE—INCREASED LIMIT C. EMPLOYEE HIRED AUTO 1. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE COV- LOSS ERAGE—INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that The fallowing is added to Paragraph A.1., Who Is person or organization qualifies as an "insured" An Insured, of SECTION II —COVERED AUTOS under the Who Is An Insured provision contained in Section II. LIABILITY COVERAGE: Any organization you newly acquire or form dur- C. EMPLOYEE HIRED AUTO ing the policy period over which you maintain 1. The following is added to Paragraph A.1., 50% or more ownership interest and that is not Who Is An Insured, of SECTION II — COV- separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: Coverage under this provision is afforded only un- An "employee" of yours is an "insured" while til the 180th day after you acquire or form the or- operating an "auto" hired or rented under a ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is earlier. name, with your permission, while performing duties related to the conduct of your busi- B. BLANKET ADDITIONAL INSURED ness. The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in B.S., Who Is An Insured, of SECTION II — COVERED Other Insurance, of SECTION IV — BUSI- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and ered "autos"you own: executed by you before the "bodily injury" or (1) Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow; and during the policy period, to be named as an addi- (2) Any covered "auto" hired or rented by tional insured is an "insured" for Covered Autos your "employee" under a contract in Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO permission, while performing duties (a) With respect to any claim made or "suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions However, any "auto" that is leased, hired, of the United States of America, Puerto rented or borrowed with a driver is not a Rico and Canada: covered "auto". (1) You must arrange to defend the "in- D. EMPLOYEES AS INSURED sured" against, and investigate or set- tle any such claim or "suit" and keep The following is added to Paragraph A.1., Who Is us advised of all proceedings and ac- An Insured, of SECTION II — COVERED AUTOS tions. LIABILITY COVERAGE: Any "employee" of yours is an "insured" while us- (I!) Neither you nor any other involved ing a covered "auto" you don't own, hire or borrow "insured" will make any settlement in your business or your personal affairs. without our consent. E. SUPPLEMENTARY PAYMENTS — INCREASED (!III)We may, at our discretion, participate LIMITS in defending the "insured" against, or in the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "su€t". of SECTION II -- COVERED AUTOS LIABIL- ITY COVERAGE: (iv) We will reimburse the "insured" for sums that the "insured" legally must (2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily cluding bonds for related traffic law viola- injury" or "property damage" to which tions) required because of an "accident" this insurance applies, that the "in- we cover. We do not have to furnish sured" pays with our consent, but these bonds, only up to the limit described in Para- 2. The following replaces Paragraph A.2.a.(4), graph C., Limits Of insurance, of of SECTION II — COVERED AUTOS LIABIL- SECTION II — COVERED AUTOS ITY COVERAGE: LIABILITY COVERAGE. (4) All reasonable expenses incurred by the (v) We will reimburse the "Insured" for "insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day be- with our consent for your investiga- cause of time off from work. tion of such claims and your defense of the "insured" against any such F. HIRED AUTO — LIMITED WORLDWIDE COV- "suit", but only up to and included ERAGE—INDEMNITY BASIS within the limit described in Para- The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph B.7., Policy Period, Coverage Territory, SECTION II — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to (5) Anywhere in the world, except any country or make such payments ends when we jurisdiction while any trade sanction, em- have used up the applicable limit of insurance in payments for damages, bargo, or similar regulation imposed by the settlements or defense expenses. United States of America applies to and pro- hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured" whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less you lease, hire, rent (c) This insurance is not a substitute for re- and that is not an "auto" y quired or compulsory insurance in any or borrow from any of your "employees", country outside the United States, its ter- partners (if you are a partnership), members ritories and possessions, Puerto Rico and (if you are a limited liability company) or Canada. members of their households. Page 2 of 4 ©2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO You agree to maintain all required or (2) In or on your covered"auto", compulsory insurance in any such coun- This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered "auto", local law. Your failure to comply with compulsory insurance requirements will No deductibles apply to this Personal Property not invalidate the coverage afforded by coverage. this policy, but we will only be liable to the K. AIRBAGS same extent we would have been liable The following is added to Paragraph B.3., Exclu. had you complied with the compulsory in- sions, of SECTION III — PHYSICAL DAMAGE surance requirements. COVERAGE: (d) It is understood that we are not an admit- Exclusion 3.a. does not apply to "loss" to one or ted or authorized insurer outside the more airbags in a covered "auto" you own that in- United States of America, its territories flate due to a cause other than a cause of "loss" and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and A.1.c., but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that "auto" is a covered "auto" for Compre- for compliance in any way with the laws hensive Coverage under this policy; of other countries relating to insurance. b. The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE—GLASS ranty; and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated, ble, of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of $1,000 for any COVERAGE: one "loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced, The following is added to Paragraph A.2.a., of H. HIRED AUTO PHYSICAL DAMAGE -- LOSS OF SECTION IV—BUSINESS AUTO CONDITIONS: USE—INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Para- tive prompt notice of the "accident" or "loss" ap- graph AA.b., Loss Of Use Expenses, of SEC- plies only when the "accident" or "loss" is known TION III— PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a) You (if you are an individual); for loss of use is $65 per day, to a maximum of $750 far any one "accident". (b) A partner(if you are a partnership); (c) A member (if you are a limited liability com- I. PHYSICAL DAMAGE — TRANSPORTATION pany); EXPENSES— INCREASED LIMIT (d) An executive officer, director or insurance The following replaces the first sentence in Para- manager (if you are a corporation or other or- graph A.4.a., Transportation Expenses, of ganization); or SECTION III — PHYSICAL DAMAGE COVER- (e) Any "employee" authorized by you to give no- AGE: tice of the "accident"or"loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.S., Transfer curred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us, ered "auto" of the private passenger type. of SECTION IV -- BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS: The following is added to Paragraph A.4„ Cover- S. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex- tent required of you by a written contract We will pay up to $400 for "loss" to wearing ap- signed and executed prior to any "accident" parel and other personal property which is: or"loss", provided that the "accident" or"loss" (1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV--BUSINESS AUTO CONDITIONS: Page 4 of 4 ©2015 The Travelers Indemnity Compa ny.All rights reserved, CA T3 53 02 15 Includes copyrighted material of Insurance Services Office,Inc.with its permission. TRAVELERS WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 00 03 13 (00)- 001 POLICY NUMBER: UB-A0402383-24-14-G 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 any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. 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. DATE OF ISSUE: 10-07-24 STASSIGN: PAGE 1 OF 710/16/2025 E(MM/DD/YYYY) ACOR" CERTIFICATE OF LIABILITY INSURANCE 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 Maxwell Brenner NAME: E FAX With Coverage Insurance Services LLC A CC No Ext: A/C,No): 1440 W.Taylor St#689 E-MADDRESS: team@withcoverage.com Chicago, IL60607 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Travelers Property Casualty Company of America 25674 INSURED INSURERB: Palomar Excess and Surplus Insurance Co 16754 Romaine Empire, Inc.dba Farmer's Fridge INSURERC: 2000 W Fulton St INSURER D: Ste F310 INSURER E: Chicago IL 60612 INSURERF: COVERAGES CERTIFICATE NUMBER: 925278 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICYNUMBER MM/DD MM/DD COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE RENTE ® OCCUR 'REM SES(DAMAGE ToE.occur ence) $ 300,000 MED EXP(Any one person) $ 5,000 A X X Y-630-5S978173-TIL-25 10/12/2025 10/12/2026 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 POLICY PRO- JECT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED X X 810-A0410266-25-14-G 10/12/2025 10/12/2026 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LAB OCCUR EACH OCCURRENCE $ 10,000,000 A EXCESS LAB CLAIMS-MADE X X CUP-A0926664-25-14 10/12/2025 10/12/2026 AGGREGATE $ 10,000,000 DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 A OFFICER/MEMBEREXCLUDED? ❑N N/A X UB-A0402383-25-14-G 10/12/2025 10/12/2026 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 Cyber-Network&Security& Aggregate $2,000,000 B Privacy Liability PLM-CB-S3JZRHGKM-004 10/12/2025 10/12/2026 Each Claim $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Santa Ana, its City Council, its officers,officials,employees,agents,and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Permittee including materials, parts,equipment,and personnel furnished in connection with such work or operations. Insurance company agrees to waive all rights of subrogation against City, its City Council, its officers,officials,employees,agents,and volunteers for losses paid under the terms of any policy which arise from work performed by Permittee for City. For any claims related to this contract, Permittee's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers,officials,employees,agents,or volunteers shall not contribute with it.A thirty(30)day written notice of cancellation(10 days for nonpayment of premium)will be provided to the Certificate Holder. CERTIFICATE HOLDER APPROVED CANCELLATION By Tu Tran Nguyen at 7:24 am,Nov 04,2025 D,g,tAy,,g„d SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE TU Train byr THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Nqu'e City Of Santa Ana Nguyen oaie:zoz5.,,.oa ACCORDANCE WITH THE POLICY PROVISIONS. 072505 0800' Attention: Facilities Manager, Public Works Agency AUTHORIZED REPRESENTATIVE 20 Civic Center Plaza, M-21 Santa Ana CA 92701 'I @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD TRAVELERSJW LISTING OF FORMS, ENDORSEMENTS AND SCHEDULE NUMBERS THIS LISTING SHOWS THE NUMBER OF FORMS, SCHEDULES AND ENDORSEMENTS BY LINE OF BUSINESS. IL TO 02 11 89 COMMON POLICY DECLARATIONS IL T8 01 10 93 FORMS, ENDORSEMENTS AND SCHEDULE NUMBERS IL T3 18 05 11 COMMON POLICY CONDITIONS-DELUXE IL TO 03 04 96 LOCATION SCHEDULE IL T8 03 GENERAL PURPOSE ENDORSEMENT IL T3 20 05 19 NOTICE - CANC, NONRENEWAL PROVIDED BY US DELUXE PROPERTY DX TO 00 11 12 DELUXE PROP COV PART DECLARATIONS DX 00 04 11 12 TABLE OF CONTENTS - DELUXE PROP COV PART DX T1 00 11 12 DELUXE PROPERTY COVERAGE FORM DX T1 01 11 12 DELUXE BI (AND EE) COVERAGE FORM DX T3 37 11 12 WINDSTORM OR HAIL DEDUCTIBLE DX T4 90 11 12 PERSONAL PROPERTY IN TRANSIT-SPOILAGE DX T3 19 11 12 CAUSES OF LOSS - EQUIPMENT BREAKDOWN DX T4 02 01 21 FEDERAL TERRORISM RISK INSURANCE ACT DIS DX T5 21 01 23 DIGITAL ASSETS EXCLUSIONS DX 00 09 05 13 TEXAS CHANGES DX 03 19 11 11 NEW JERSEY CHANGES DX T3 98 01 23 ELECTRONIC VANDALISM LIMIT & OTHER CHANG COMMERCIAL GENERAL LIABILITY CG TO O1 11 03 COML GENERAL LIABILITY COV PART DEC CG D4 68 02 19 TOTAL AGG LMT & DESIG PROJ/LOC AGG LMTS CG TO 07 09 87 DECLARATIONS PREMIUM SCHEDULE CG TO 08 11 03 KEY TO DECLARATIONS PREMIUM SCHEDULE CG TO 34 02 19 TABLE OF CONTENTS - COM GEN LIAB COV CG T1 00 02 19 COMMERCIAL GENERAL LIABILITY COV FORM CG D9 10 09 21 AMENDMENT OF INTELLECTUAL PROPERTY EXCL CG D2 03 12 97 AMEND-NON CUMULATION OF EACH OCC CG D2 47 04 19 SCHED AI W/COMP OPS IF REQ BY CONTRACT CG D4 58 02 19 XTEND ENDT FOR MFRS & WHOLESALERS CG D2 43 01 02 FUNGI OR BACTERIA EXCLUSION CG D4 21 07 08 AMEND CONTRAC LIAB EXCL-EXC TO NAMED INS CG D6 18 10 11 EXCL-VIOLATION OF CONSUMER FIN PROT LAWS CG D9 41 09 22 EXCLUSION - PFAS CG D9 44 01 23 EXCL-VIOLATIONOFBIOMETRICINFOPRIVACYLAWS CG F3 14 03 04 EXCLUSION COMMUNICABLE DISEASES-ILLINOIS CG DO 76 06 93 EXCLUSION-LEAD CG D1 42 02 19 EXCLUSION-DISCRIMINATION CG D2 26 06 15 EXCLUSION - TOBACCO OR NICOTINE IL T8 01 10 93 PAGE: 1 OF 2 TRAVELERSJW EMPLOYEE BENEFITS LIABILITY CG TO 09 09 93 EMPLOYEE BENEFITS LIAB COV PART DEC CG TO 43 01 16 EMPLOYEE BENEFITS LIAB TABLE OF CONTENTS CG T1 01 01 16 EMPLOYEE BENEFITS LIABILITY COV FORM CG D9 48 01 23 EXCL-VIOLATIONOFBIOMETRICINFOPRIVACYLAWS CG F8 91 01 16 ILLINOIS CHANGES - EBL MULTIPLE SUBLINE ENDORSEMENTS C = COMMERCIAL GENERAL LIABILITY E = EMPLOYEE BENEFITS LIABILITY L = LIQUOR LIABILITY CG 02 00 01 18 IL CHANGES-CANCELLATION AND NONRENEWAL (C, E, L) INTERLINE ENDORSEMENTS IL TO 63 07 22 ACTUAL CASH VALUE IL T3 68 01 21 FED TERRORISM RISK INS ACT DISCLOSURE IL T4 05 05 19 DESIG PERSON, ORG-NOTICE PROVIDED BY US IL T4 12 03 15 AMNDT COMMON POLICY COND-PROHIBITED COVG IL T4 14 01 21 CAP ON LOSSES FROM CERT ACTS OF TERRORIS IL T4 21 03 16 WAIVER OF GOVERNMENTAL IMMUNITY IL T4 27 06 19 ADDITIONAL BENEFITS IL T4 40 10 20 PROTECTION OF PROPERTY IL F1 00 02 20 CA CHANGES - REPLACEMENT COST IL F1 44 07 20 CA CHANGES IL 00 21 09 08 NUCLEAR ENERGY LIAB EXCL END-BROAD FORM IL O1 47 09 11 ILLINOIS CHANGES - CIVIL UNION IL O1 62 10 13 ILLINOIS CHANGES - DEFENSE COSTS IL FO 15 01 18 IL CHANGES - CANCELLATION AND NONRENEWAL IL FO 32 02 20 CA CHANGES - ACTUAL CASH VALUE IL T9 14 02 17 ILLINOIS CHANGES POLICYHOLDER NOTICES PN T1 89 02 23 JURISDICTIONAL INSP & CONTACT INFO REQ PN T2 27 06 19 LOSS CONTROL SERVICES (TEXAS) PN T3 55 11 22 NJ EQ INSURANCE AVAILABILITY NOTICE PN U4 31 07 22 NOT CHG POL TERMS ACV PN U3 53 06 19 IMPT NOTICE - FLOOD - TX IL T8 01 10 93 PAGE: 2 OF 2 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR MANUFACTURERS AND WHOLESALERS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE —This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Who Is An Insured —Unnamed Subsidiaries H. Blanket Additional Insured — Governmental B. Who Is An Insured — Employees And Volunteer Entities — Permits Or Authorizations Relating To Workers — Bodily Injury To Co-Employees And Operations Co-Volunteer Workers I. Blanket Additional Insured — Grantors Of Franchises C. Who Is An Insured — Newly Acquired Or Formed Limited Liability Companies J. Incidental Medical Malpractice D. Blanket Additional Insured —Broad Form Vendors K. Medical Payments — Increased Limit E. Blanket Additional Insured —Controlling Interest L. Blanket Waiver Of Subrogation F. Blanket Additional Insured —Mortgagees, M. Contractual Liability—Railroads Assignees, Successors Or Receivers G. Blanket Additional Insured — Governmental Entities — Permits Or Authorizations Relating To Premises PROVISIONS A. WHO IS AN INSURED — UNNAMED a. Before you maintained an ownership interest SUBSIDIARIES of more than 50% i n such subsidiary; or The following is added to SECTION II —WHO IS b. After the date, if any, during the policy period AN INSURED: that you no longer maintain an ownership Any of your subsidiaries, other than a partnership interest of more than 50% in such subsidiary. or joint venture, that is not shown as a Named For purposes of Paragraph 1. of Section II —Who Insured in the Declarations is a Named Insured if: Is An Insured, each such subsidiary will be a. You are the sole owner of, or maintain an deemed to be designated in the Declarations as: ownership interest of more than 50% in, such subsidiary on the first day of the policy period; a. A limited liability company; and b. An organization other than a partnership, joint b. Such subsidiary is not an insured under venture or limited liability company; or similar other insurance. No such subsidiary is an insured for"bodily injury" A trust; or "property damage" that occurred, or "personal as indicated in its name or the documents that and advertising injury" caused by an offense govern its structure. committed: CG D4 58 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 5 Includes copyrighted material of Insurance Services Office,Inc.with its permission COMMERCIAL GENERAL LIABILITY B. WHO IS AN INSURED — EMPLOYEES AND a. A limited liability company; VOLUNTEER WORKERS—BODILY INJURY TO b. An organization, other than a partnership, CO-EMPLOYEES AND CO-VOLUNTEER WORKERS joint venture or limited liability company; or The following is added to Paragraph 2.a.(1) of SECTION II—WHO IS AN INSURED: C. A trust; Paragraphs (1)(a), (b) and (c) above do not apply as indicated in its name or the documents to "bodily injury" to a co-"employee" while in the that govern its structure. course of the co-"employee's" employment by you D. BLANKET ADDITIONAL INSURED — BROAD or performing duties related to the conduct of your FORM VENDORS business, or to "bodily injury" to your other "volunteer workers" while performing duties The following is added to SECTION II — WHO IS related to the conduct of your business. AN INSURED: C. WHO IS AN INSURED — NEWLY ACQUIRED Any person or organization that is a vendor and OR FORMED LIMITED LIABILITY COMPANIES that you have agreed in a written contract or The following replaces Paragraph 3. of SECTION agreement to include as an additional insured on II—WHO IS AN INSURED: this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property 3. Any organization you newly acquire or form, damage" that: other than a partnership or joint venture, and a, Occurs subsequent to the signing of that of which you are the sole owner or in which contract or agreement; and you maintain an ownership interest of more than 50%, will qualify as a Named Insured if b. Arises out of "your products" that are there is no other similar insurance available to distributed or sold in the regular course of that organization. However: such vendor's business. a. Coverage under this provision is afforded The insurance provided to such vendor is subject only: to the following provisions: (1) Until the 180th day after you acquire a. The limits of insurance provided to such or form the organization or the end of vendor will be the minimum limits that you the policy period, whichever is earlier, agreed to provide in the written contract or if you do not report such organization agreement, or the limits shown in the in writing to us within 180 days after Declarations, whichever are less. you acquire or form it; or b. The insurance provided to such vendor does (2) Until the end of the policy period, not apply to: when that date is later than 180 days (1) Any express warranty not authorized by after you acquire or form such you or any distribution or sale for a organization, if you report such purpose not authorized by you; organization in writing to us within 180 days after you acquire or form it; (2) Any change in "your products" made by b. Coverage A does not apply to "bodily such vendor; injury" or"property damage" that occurred (3) Repackaging, unless unpacked solely for before you acquired or formed the the purpose of inspection, demonstration, organization; and testing, or the substitution of parts under c. Coverage B does not apply to "personal instructions from the manufacturer, and and advertising injury" arising out of an then repackaged in the original container; offense committed before you acquired or (4) Any failure to make such inspections, formed the organization. adjustments, tests or servicing as For the purposes of Paragraph 1. of Section II vendors agree to perform or normally —Who Is An Insured, each such organization undertake to perform in the regular will be deemed to be designated in the course of business, in connection with the Declarations as: distribution or sale of"your products"; Page 2 of 5 ©2017 The Travelers Indemnity Company.All rights reserved. CG D4 58 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission COMMERCIAL GENERAL LIABILITY (5) Demonstration, installation, servicing or liability as mortgagee, assignee, successor or repair operations, except such operations receiver for "bodily injury", "property damage" or performed at such vendor's premises in "personal and advertising injury"that: connection with the sale of "your a. Is "bodily injury' or "property damage" that products"; or occurs, or is "personal and advertising injury" (6) "Your products" that, after distribution or caused by an offense that is committed, sale by you, have been labeled or subsequent to the signing of that contract or relabeled or used as a container, part or agreement; and ingredient of any other thing or substance b. Arises out of the ownership, maintenance or by or on behalf of such vendor. use of the premises for which that mortgagee, Coverage under thi s provision does not apply to: assignee, successor or receiver is required a. Any person or organization from whom you under that contract or agreement to be have acquired "your products", or any included as an additional insured on this ingredient, part or container entering into, Coverage Part. accompanying or containing such products; The insurance provided to such mortgagee, or assignee, successor or receiver is subject to the b. Any vendor for which coverage as an following provisions: additional insured specifically is scheduled by a. The limits of insurance provided to such endorsement. mortgagee, assignee, successor or receiver E. BLANKET ADDITIONAL INSURED — will be the minimum limits that you agreed to CONTROLLING INTEREST provide in the written contract or agreement, or the limits shown in the Declarations, 1. The following is added to SECTION II —WHO whichever are less. IS AN INSURED: b. The insurance provided to such person or Any person or organization that has financial organization does not apply to: control of you is an insured with respect to liability for "bodily injury", "property damage" (1) Any "bodily injury" or "property damage" „ that occurs, or any "personal and or personal and advertising injury that arises out of: advertising injury" caused by an offense that is committed, after such contract or a. Such financial control; or agreement is no longer in effect; or b. Such person's or organization's (2) Any "bodily injury", "property damage" or ownership, maintenance or use of "personal and advertising injury" arising premises leased to or occupied by you. out of any structural alterations, new The insurance provided to such person or construction or demolition operations organization does not apply to structural performed by or on behalf of such alterations, new construction or demolition mortgagee, assignee, successor or operations performed by or on behalf of such receiver. person or organization. G. BLANKET ADDITIONAL INSURED — 2. The following is added to Paragraph 4. of GOVERNMENTAL ENTITIES — PERMITS OR SECTION II—WHO IS AN INSURED: AUTHORIZATIONS RELATING TO PREMISES This paragraph does not apply to any The following is added to SECTION II — WHO IS premises owner, manager or lessor that has AN INSURED: financial control of you. Any governmental entity that has issued a permit F. BLANKET ADDITIONAL INSURED — or authorization with respect to premises owned MORTGAGEES, ASSIGNEES, SUCCESSORS or occupied by, or rented or loaned to, you and OR RECEIVERS that you are required by any ordinance, law, The following is added to SECTION II —WHO IS building code or written contract or agreement to AN INSURED: include as an additional insured on this Coverage Part is an insured, but only with respect to liability Any person or organization that is a mortgagee, for "bodily injury", "property damage" or "personal assignee, successor or receiver and that you and advertising injury" arising out of the have agreed in a written contract or agreement to existence, ownership, use, maintenance, repair, include as an additional insured on this Coverage construction, erection or removal of any of the Part is an insured, but only with respect to its following for which that governmental entity has CG D4 58 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 5 Includes copyrighted material of Insurance Services Office,Inc.with its permission COMMERCIAL GENERAL LIABILITY issued such permit or authorization: advertising services", first aid or "Good Samaritan signs, awnings, canopies, cellar entrances, coal services" to a person, unless you are in holes, driveways, manholes, marquees, hoist the business or occupation of providing away openings, sidewalk vaults, elevators, street professional health care services. banners or decorations. 2. The following replaces the last paragraph of H BLANKET ADDITIONAL INSURED — Paragraph 2.a.(1) of SECTION II — WHO IS GOVERNMENTAL ENTITIES — PERMITS OR AN INSURED: AUTHORIZATIONS RELATING TO OPER- ATIONS Unless you are in the business or occupation of providing professional health care services, The following is added to SECTION II —WHO IS Paragraphs (1)(a), (b), (c) and (d) above do AN INSURED: not apply to "bodily injury" arising out of Any governmental entity that has issued a permit providing or failing to provide: or authorization with respect to operations (a) "Incidental medical services" by any of performed by you or on your behalf and that you your "employees" who is a nurse, nurse are required by any ordinance, law, building code assistant, emergency medical technician, or written contract or agreement to include as an additional insured on this Coverage Part is an paramedic, athletic trainer, audiologist, dietician, nutritionist, occupational insured, but only with respect to liability for"bodily injury", "property damage" or "personal and therapist or occupational therapy advertising injury" arising out of such operations. assistant, physical therapist or speech- The insurance provided to such governmental language pathologist; or entity does not apply to: (b) First aid or "Good Samaritan services" by „ „ any of your "employees" or "volunteer a. Any bodily Injury , property damage or personal and advertising injury arising out of workers", other than an employed or operations performed for the governmental volunteer doctor. Any such "employees" entity; or or "volunteer workers" providing or failing to provide first aid or "Good Samaritan b. Any "bodily injury" or "property damage" services" during their work hours for you included in the "products -completed will be deemed to be acting within the operations hazard". scope of their employment by you or I. BLANKET ADDITIONAL INSURED — performing duties related to the conduct GRANTORS OF FRANCHISES of your business. The following is added to SECTION II —WHO IS 3. The following replaces the last sentence of AN INSURED: Paragraph 5. of SECTION III — LIMITS OF Any person or organization that grants a franchise INSURANCE: to you is an insured, but only with respect to For the purposes of determining the liability for "bodily injury", "property damage" or applicable Each Occurrence Limit, all related "personal and advertising injury" arising out of acts or omissions committed in providing or your operations in the franchise granted by that failing to provide "incidental medical person or organization. services", first aid or "Good Samaritan If a written contract or agreement exists between services" to any one person will be deemed to you and such additional insured, the limits of be one "occurrence". insurance provided to such insured will be the 4. The following exclusion is added to minimum limits that you agreed to provide in the Paragraph 2., Exclusions, of SECTION I — written contract or agreement, or the limits shown COVERAGES — COVERAGE A — BODILY in the Declarations, whichever are less. INJURY AND PROPERTY DAMAGE LIABILITY: J. INCIDENTAL MEDICAL MALPRACTICE 1. The following replaces Paragraph b. of the Sale Of Pharmaceuticals definition of "occurrence" in the "Bodily injury" or "property damage" arising DEFINITIONS Section: out of the violation of a penal statute or b. An act or omission committed in providing ordinance relating to the sale of pharmaceuticals committed by, or with the or failing to provide "incidental medical knowledge or consent of,the insured. Page 4 of 5 ©2017 The Travelers Indemnity Company.All rights reserved. CG D4 58 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF B. BLANKET ADDITIONAL INSURED USE— INCREASED LIMIT C. EMPLOYEE HIRED AUTO I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES— INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE COV- LOSS ERAGE— INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that The following is added to Paragraph A.1., Who Is person or organization qualifies as an "insured" An Insured, of SECTION II — COVERED AUTOS under the Who Is An Insured provision contained in Section II. LIABILITY COVERAGE: Any organization you newly acquire or form dur- C. EMPLOYEE HIRED AUTO ing the policy period over which you maintain 1. The following is added to Paragraph A.1., 50% or more ownership interest and that is not Who Is An Insured, of SECTION II — COV- separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: Coverage under this provision is afforded only un- An "employee" of yours is an "insured" while til the 180th day after you acquire or form the or- operating an "auto" hired or rented under a ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is earlier. name, with your permission, while performing duties related to the conduct of your busi- B. BLANKET ADDITIONAL INSURED ness. The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in B.5., Who Is An Insured, of SECTION II — COVERED Other Insurance, of SECTION IV — BUSI- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and ered "autos"you own: executed by you before the "bodily injury" or (1) Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow; and during the policy period, to be named as an addi- (2) Any covered "auto" hired or rented by tional insured is an "insured" for Covered Autos your "employee" under a contract in Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL AUTO permission, while performing duties (a) With respect to any claim made or "suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions However, any "auto" that is leased, hired, of the United States of America, Puerto rented or borrowed with a driver is not a Rico and Canada: covered "auto". (i) You must arrange to defend the "in- D. EMPLOYEES AS INSURED sured" against, and investigate or set- The following is added to Paragraph A.1., Who Is tle any such claim or "suit" and keep us advised of all proceedings and ac- An Insured, of SECTION II — COVERED AUTOS tions. LIABILITY COVERAGE: „ Any employee of yours is an Insured while us- (ii) Neither you nor any other involved ing a covered "auto" you don't own, hire or borrow "insured" will make any settlement in your business or your personal affairs. without our consent. E. SUPPLEMENTARY PAYMENTS — INCREASED (iii)We may, at our discretion, participate LIMITS in defending the "insured" against, or in the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "suit". of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: (iv) We will reimburse the "insured" for sums that the "insured" legally must (2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily cluding bonds for related traffic law viola- injury" or "property damage" to which tions) required because of an "accident" this insurance applies, that the "in- we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para- 2. The following replaces Paragraph A.2.a.(4), graph C., Limits Of Insurance, of of SECTION II — COVERED AUTOS LIABIL- SECTION II — COVERED AUTOS ITY COVERAGE: LIABILITY COVERAGE. (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for "insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day be- with our consent for your investiga- cause of time off from work. tion of such claims and your defense of the "insured" against any such F. HIRED AUTO — LIMITED WORLDWIDE COV- "suit", but only up to and included ERAGE—INDEMNITY BASIS within the limit described in Para- The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph B.7., Policy Period, Coverage Territory, SECTION II — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to make such payments ends when we (5) Anywhere in the world, except any country or have used up the applicable limit of jurisdiction while any trade sanction, em- insurance in payments for damages, bargo, or similar regulation imposed by the settlements or defense expenses. United States of America applies to and pro- hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured" whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less you lease, hire, rent (c) This insurance is not a substitute for re- and that is not an "auto" y quired or compulsory insurance in any or borrow from any of your "employees", country outside the United States, its ter- partners (if you are a partnership), members ritories and possessions, Puerto Rico and (if you are a limited liability company) or Canada. members of their households. Page 2 of 4 ©2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL AUTO You agree to maintain all required or (2) In or on your covered "auto". compulsory insurance in any such coun- This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered "auto". local law. Your failure to comply with compulsory insurance requirements will No deductibles apply to this Personal Property not invalidate the coverage afforded by coverage. this policy, but we will only be liable to the K. AIRBAGS same extent we would have been liable The following is added to Paragraph B.3., Exclu- had you complied with the compulsory in- sions, of SECTION III — PHYSICAL DAMAGE surance requirements. COVERAGE: (d) It is understood that we are not an admit- Exclusion 3.a. does not apply to "loss" to one or ted or authorized insurer outside the more airbags in a covered "auto" you own that in- United States of America, its territories flate due to a cause other than a cause of "loss" and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and A.1.c., but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that "auto" is a covered "auto" for Compre- for compliance in any way with the laws hensive Coverage under this policy; of other countries relating to insurance. b. The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE—GLASS ranty; and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated. ble, of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of $1,000 for any COVERAGE: one "loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced. The following is added to Paragraph A.2.a., of H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF SECTION IV—BUSINESS AUTO CONDITIONS: USE—INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Para- tive prompt notice of the "accident" or "loss" ap- graph A.4.b., Loss Of Use Expenses, of SEC- plies only when the "accident" or "loss" is known TION III —PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a) You (if you are an individual); for loss of use is $65 per day, to a maximum of $750 for any one "accident". (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com- I. PHYSICAL DAMAGE — TRANSPORTATION pany); EXPENSES—INCREASED LIMIT (d) An executive officer, director or insurance The following replaces the first sentence in Para- manager (if you are a corporation or other or- graph A.4.a., Transportation Expenses, of ganization); or SECTION III — PHYSICAL DAMAGE COVER- (e) Any "employee" authorized by you to give no- AGE: tice of the "accident" or"loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.5., Transfer curred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us, ered "auto" of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS : The following is added to Paragraph AA., Cover- 5. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex- tent required of you by a written contract We will pay up to $400 for "loss" to wearing ap- signed and executed prior to any "accident" parel and other personal property which is: or "loss", provided that the "accident" or "loss" (1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL AUTO such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV—BUSINESS AUTO CONDITIONS: Page 4 of 4 ©2015 The Travelers Indemnity Compa ny.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc.with its permission. TRAVELERS J� WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 00 03 13 (00) - 001 POLICY NUMBER: UB-A0402383 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 any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. 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. DATE OF ISSUE: 10-07-24 STASSIGN: PAGE 1 OF1