Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
SIMPLEX GRINNELL - 2010
City of Santa Ana Clerk of the Council AGREEMENT TERMINATION Make sure to incl a nen-d` enter-if arr .-M 23 PM 3 { 3 Please complete this form when the attached agreement is no longer in e p g ��•� �� S�a� :TI, Return form to the Clerk of the Council Office (M-30). CLERK OF Call 647-2520 if you have any questions. The agreement with `- i I L ("E,i_ L-i IF=4 �c .1 No. ',.O09 toC p (v ;3 c�• -20/0 was completed on -- and final payment has been made. r; li Department: y.d1,1 J, Pt. 6L-66-" Phone/Ext.: 00 F Signature: Date: 17 Revised 05-04-08 DELIVERED MAR 2 3 2015 A-2010-110 INSURANCE ON FILE WORK MAY PROCEED UNT L IN RA CE EXPIRES CL RK C UI CIL ?? J DATE:AUG 19 2a1olW FIRST AMENDMENT TO AGREEMENT THIS FIRST AMENDMENT TO AGREEMENT is entered into this 61h day of July 2010, by and between Simplex/Grinnell LP ("Consultant") and the City of Santa Ana, ("City"). Recitals: A. The parties entered into Agreement A-2009-105, dated July 6, 2009, (hereinafter "said Agreement") by which Consultant has provided fire alarm maintenance, inspection and testing, and purchase of time clocks. B. In accordance with the terms and conditions of said Agreement, the parties wish to amend said Agreement to extend the term for an additional one year period and to increase compensation to pay for services provided during the extended term and for additional repairs and replacements, as needed. Wherefore, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this First Amendment to Agreement, the parties agree as follows: Section 2.a., COMPENSATION, shall be amended to increase compensation as follows: • $40,000.00 to pay for required testing and inspection service during the 2010- 2011 fiscal year. Said inspection and testing services shall be charged at the rates set forth in Exhibit B, "Pricing Summary", attached hereto and incorporated by this reference. • $20,000.00 contingency shall be available to pay for unanticipated additional services required to keep the fire alarm system functional. • $5,000.00 for the purchase of Simplex time clocks, services and supplies purchased by various City departments. Total compensation shall not exceed $65,000.00 during the extended term of said Agreement. 2. Section 3, TERM, shall be amended to extend the term through June 30, 2011. 3. Except as herein amended, all terms and conditions of said Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Agreement on the date and year first written above. ATTEST: MARIA D. HUIZAR Clerk of the Council CITY OF SANTA ANA a,,, '62 - DAVID N. REAM City Manager APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By: Lau 'a Sheedy Assistant City Attorney SIMPLEX GRINNUL, LP 8/x/0 (NAME) (title) J p ,1 7ryca Intsrnat;+ona! Company Safeguarding your occupants and property from fire City of Santa Ana Mario Ghizzi Inspection Plus Proposal 02009 SimplexGrinnell LP. All rights reserved. Page 1 of 11 JWPAaffGrinfJ.ffE SAFE. Pricing Summary/Scope of Work City of Santa Ana Location : 20 Civic Center Fire Sprinkler Systems [Test and Inspect] Wet/Dry pipe sprinkler inspection ( includes one riser, tamper, and flow ) Fire Alarm Detection Systems [Test and Inspect + Labor (8-51M-01 AudioNisual Unit Annunciator Panel Smoke Detector ( Test/Inspect, Clean, Sensitivity Testing ) Simplex 41000 ( Fire Alarm Panel ) Heat Detector Duct Detector (Test/Inspect, Clean, Sensitivity Testing) Quantity Freguengy 1 Annual Quantity Freguency 106 Annual 1 Annual 52 Annual 1 Annual 10 Annual 8 Annual Pull Station 26 Subtotal for Location 20 Civic Center : Location : Add to Existing City Hall - 20 Civic Center Plaza Fire Alarm Detection Systems [Test and Inspect + Labor (8-5/M-Fu Quantity AudioNisual Unit 33 Smoke Detector ( Test/Inspect) 2 Fire Alarm Control Panel ( Multiplex/Addressable) 1 Rolling Doors - Fuctional test for release 1 Subtotal for Location Add to Existing City Hall - 20 Civic Center Plaza Location : Carpenter Shop Fire Alarm Detection Systems [Test and Inspect + Labor (8-5/M-Em Quantity Audio/Visual Unit 2 Pull Station 2 Subtotal for Location Carpenter Shop Location : Corporate City Yard Fire Sprinkler Systems ITest and Inspectl Quantity Wet/Dry pipe sprinkler inspection 1 ( includes one riser, tamper, and flow ) Each additional riser inspection 5 ( includes tamper and flow) Annual $5,420.00 Frequency Annual Annual Annual Annual $640.00 Frequency Annual Annual $59.00 Freguency Annual Annual Pricing. The pricing set forth in this Agreement is based on the number of devices to be installed as set forth in the Scope of Work. If the actual number of devices installed is different than the number set forth in the Scope of Work, the price will be adjusted accordingly. ®2009 SimplexGrinnell LP. All rights reserved. Page 2 of 11 EXHIBIT 9 +F &fn 1`1 BE SAFE Pricing Summary/Scope of Work City of Santa Ana Fire Alarm Detection Systems (Test and Inspect + Labor (24/7)1 Quantity Freguency AudioNisual Unit 18 Annual Smoke Detector (Test/Inspect) 10 Annual Fire Alarm Control Panel ( Multiplex/Addressable) 1 Annual Rolling Doors - Fuctional test for release 3 Annual Duct Detector 8 Annual Pull Station 9 Annual Door Holder 4 Annual Subtotal for Location Corporate City Yard : $2,495.00 Location : El Salvador Center Fire Alarm Detection Systems [Test and Inspect + Labor (8-5/M-F)1 Quantity Frequency AudioNisual Unit 16 Annual Annunciator Panel 1 Annual Fire Alarm Control Panel ( Multiplex/Addressable) 1 Annual Pull Station 10 Annual Subtotal for Location El Salvador Center : $1,974.85 Location : Fire Station #1 Fire Sprinkler Systems (Test and Inspectl Wet/Dry pipe sprinkler inspection Quantity 1 Freguency Annual ( includes one riser, tamper, and flow ) Fire Alarm Detection Systems [Test and Inspect + Labor (8-5/M-Fll Quantity Frequency AudioNisual Unit 18 Annual Smoke Detector (Test/Inspect) 26 Annual Annunciator Panel 1 Annual Fire Alarm Control Panel ( Multiplex/Addressable) 1 Annual Heat Detector 6 Annual Pull Station 5 Annual Water Flow Switches ( Electrical Test Only 1 Annual Sprinkler Tamper Switches ( Electrical Test only 1 Annual Subtotal for Location Fire Station #1 : $2,738.10 Location : Fire Station #9 Fire Sprinkler Systems [Test and Inspect] Quantity Frequency Wet/Dry pipe sprinkler inspection 1 Annual ( includes one riser, tamper, and flow ) Pricing. The pricing set forth in this Agreement is based on the number of devices to be installed as set forth in the Scope of Work. If the actual number of devices installed is different than the number set forth in the Scope of Work, the price will be adjusted accordingly. 02009 SimplexGrinnell LP. All rights reserved. Page 3 of 11 PAOX '1nn6/I 8E SAFE. Pricing Summary/Scope of Work City of Santa Ana Fire Alarm Detection Systems rTest and Inspect + Labor (8-5/M-F)] Quantity Freguency AudioNisual Unit 8 Annual Smoke Detector ( Test/Inspect) 30 Annual Simplex 4001 (Fire Alarm Panel) 1 Annual Water Flow Switches ( Electrical Test Only 1 Annual Door Holder 5 Annual Sprinkler Tamper Switches ( Electrical Test only 1 Annual Subtotal for Location Fire Station #9 : $1,308.80 Location : Fleet Area Fire Alarm Detection Systems rTest and Inspect + Labor (8-5/M-F)l Quantity Freguency AudioNisual Unit 26 Annual Smoke Detector ( Test/Inspect) 6 Annual Fire Alarm Control Panel ( Multiplex/Addressable) 1 Annual Rolling Doors - Fuctional test for release 4 Annual Duct Detector 4 Annual Pull Station 17 Annual Subtotal for Location Fleet Area : $1,595.00 Location : Hazard Material Building Fire Alarm Detection Systems rTest and Inspect + Labor - (8-5/M-F)l Quantity Frequency AudioNisual Unit 1 Annual Pull Station 1 Annual Subtotal for Location Hazard Material Building : $23.50 Location : Main Library Fire Sprinkler Systems [Test and Inspect] Quantity Frequency Wet/Dry pipe sprinkler inspection 1 Annual ( includes one riser, tamper, and flow ) Fire Alarm Detection Systems rTest and Inspect + Labor (8-511VI-01 Quantity Frequency AudioNisual Unit 11 Annual Smoke Detector ( Test/Inspect) 2 Annual Annunciator Panel 1 Annual Fire Alarm Control Panel ( Multiplex/Addressable) 1 Annual Heat Detector 106 Annual Duct Detector 1 Annual Pull Station 11 Annual Pricing. The pricing set forth in this Agreement is based on the number of devices to be installed as set forth in the Scope of Work. If the actual number of devices installed is different than the number set forth in the Scope of Work, the price will be adjusted accordingly. 02009 SimplexGrinnell LP. All rights reserved. Page 4 of 11 SV=P1*XGJiMn611 BE SAFE. Pricing Summary/Scope of Work City of Santa Ana Fire Alarm Detection Systems [Test and Inspect + Labor (8-5/M-F)] Water Flow Switches ( Electrical Test Only ) Door Holder Sprinkler Tamper Switches ( Electrical Test only ) Subtotal for Location Main Library : Location : Newhope Library Fire Alarm Detection Systems Rest and Inspect + Labor (8-5/M-F)] AudioNisual Unit Fire Alarm Control Panel ( Multiplex/Addressable ) Pull Station Subtotal for Location Newhope Library : Location : Old Police Department Garage Fire Sprinkler Systems [Test and Insnect] Wet/Dry pipe sprinkler inspection ( includes one riser, tamper, and flow ) Subtotal for Location Old Police Department Garage : Location : Police Facility Wet/Dry pipe sprinkler inspection ( includes one riser, tamper, and flow ) Each additional floor control assembly inspection (tamper and flow) Fire PumI2 [[est and Inspect] Fire Pump Inspection (up to 1250 GPM ) Subtotal for Location Police Facility Location : Ross Annex Fire Sprinkler Systems [Test and Insl2ecl] Wet/Dry pipe sprinkler inspection ( includes one riser, tamper, and flow ) Each additional riser inspection ( includes tamper and flow ) Each additional floor control assembly inspection (tamper and flow ) Quantity 1 Annual 1 Annual 1 Annual $2,965.00 Quantity Freguency 3 Annual 1 Annual 3 Annual $319.00 Quantity Freauency 1 Annual $320.00 Quantity Fre uency 1 Annual 6 Annual Quantity Frequency 1 Annual $2,300.00 Quantity Frequency 1 Annual 1 Annual 6 Annual Pricing. The pricing set forth in this Agreement is based on the number of devices to be installed as set forth in the Scope of Work. If the actual number of devices installed is different than the number set forth in the Scope of Work, the price will be adjusted accordingly. ®2009 SimplexCirimell LP. All rights reserved. Page 5 of I 1 MPARK&llR011 sE SAFE Pricing Summary/Scope of Work City of Santa Ana Fire Pump [Test and Inspect] Quantity Freguency Fire Pump Inspection ( up to 1250 GPM) 1 Annual Fire Alarm Detection Systems [Test and Inspect + Labor (8-5/M-F)1 Quantity Frequency AudioNisual Unit 18 Annual Smoke Detector ( Test/Inspect) 47 Annual Annunciator Panel 1 Annual Fire Alarm Control Panel ( Multiplex/Addressable) 1 Annual Duct Detector 20 Annual Pull Station 1 Annual Water Flow Switches ( Electrical Test Only 5 Annual Door Holder 23 Annual Sprinkler Tamper Switches ( Electrical Test only 5 Annual Fire Bell 1 Annual Subtotal for Location Ross Annex : $5,665.00 Location : Senior Citizens Center Fire Alarm Detection Systems (rest and Inspect + Labor (8-5/M-FM Quantity Freguency AudioNisual Unit 5 Annual Fire Alarm Control Panel ( Multiplex/Addressable) 1 Annual Pull Station 5 Annual Subtotal for Location Senior Citizens Center : $550.00 Location : Shops Fire Alarm Detection Systems [Test and Inspect + Labor (8-5/M-F)l Quantity Frequency AudioNisual Unit 12 Annual Fire Alarm Control Panel ( Multi plex/Addressable) 1 Annual Duct Detector 1 Annual Pull Station 11 Annual Subtotal for Location Shops : $625.00 Location : Southwest Senior Center Fire Alarm Detection Systems crest and Inspect + Labor (,8-5/M-F)] Quantity Frequency AudioNisual Unit 5 Annual Smoke Detector ( Test/Inspect) 2 Annual Fire Alarm Control Panel ( Multiplex/Addressable) 1 Annual Duct Detector 7 Annual Pull Station 5 Annual Pricing. The pricing set forth in this Agreement is based on the number of devices to be installed as set forth in the Scope of Work. If the actual number of devices installed is different than the number set forth in the Scope of Work, the price will be adjusted accordingly. 02009 SimplexGrimell I.P. Ail rights reserved. Page 6 of I I MPIOX a 8611 Af SAFE Pricing Summary/Scope of Work City of Santa Ana Fire Alarm Detection Systems [Test and Inspect + Labor (8-5/M-F)1 Quantity Frequency Water Flow Switches ( Electrical Test Only ) 2 Annual Subtotal for Location Southwest Senior Center : $750.00 Location : Warehouse Fire Alarm Detection Systems [Test and Inspect + Labor (8-5/M-F)1 Quantity Freguency AudioNisual Unit 14 Annual Fire Alarm Control Panel ( Multiplex/Addressable) 1 Annual Duct Detector 4 Annual Pull Station 12 Annual Subtotal for Location Warehouse : $910.00 Total Annual Investment : (Plus Any Applicable Tax) $30,658.25 Pricing. The pricing set forth in this Agreement is based on the number of devices to be installed as set forth in the Scope of Work. If the actual number of devices installed is different than the number set forth in the Scope of Work, the price will be adjusted accordingly. ®2009 SimplexGrinnell LP. All rights reserved. Page 7 of 11 SERVICE AGREEMENT This agreement is made by and between City of Santa Ana ("Customer") and SimplexGrinnell LP ("Company") and is effective as of 06/01/2008 to 0513112009. Customer agrees to purchase and Company agrees to provide the Services, as defined herein, and materials as set forth in this Agreement subject to the terms and conditions of this Agreement. SCOPE OF WORK Services will be provided at the following locations: 20 Civic Center, Add to Existing City Hall - 20 Civic Center Plaza, Carpenter Shop, Corporate City Yard, El Salvador Center, Fire Station #1, Fire Station #9, Fleet Area, Hazard Material Building, Main Library, Newhope Library, Old Police Department Garage, Police Facility, Ross Annex, Senior Citizens Center, Shops, Southwest Senior Center, Warehouse Service(s) and pricing: TOTAL ANNUAL PRICE (Plus Any Applicable Tax) Thirty Thousand Six Hundred Fifty-Eight Dollars and 25 Cents ($30,658.25). Payment Terms: Payment is due upon receipt of Invoice. Payment for Service(s) shall be total contract CUSTOMER ACCEPTANCE In accepting this proposal, Customer agrees to the terms and conditions contained herein and any attachments or riders attached hereto that contain additional terms and conditions. It is understood that these terms and conditions shall prevail over any variation in terms and conditions on any purchase order or other document that the Customer may Issue. Any changes in the system requested by the Customer after the execution of this Agreement shall be paid for by the Customer and such changes shall be authorized In writing. ATTENTION IS DIRECTED TO THE LIMITATION OF LIABILITY, WARRANTY, INDEMNITY AND OTHER CONDITIONS CONTAINED IN THIS AGREEMENT. CUSTOMER City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 927,01 By: `bbHGfz? t Print Name: Mario Ghizzi Title: Building Maintenance Supervisor Phone# :714.647.5008 Fax# : Customer email : PO#: (Customer)# : Date : E-Mail Address: rekennedy@simplexgdnnell.com License Number (if applicable): Date Authorized Manager : Terms and Conditions 1. Term. The initial term of this Agreement shall commence on the Effective Date and continue for one (1) year (the "Initial Term"). At the conclusion of the Initial Term, this Agreement shall automatically extend for successive terms equal to the Initial Term unless either party gives written notice to the other party at least thirty (30) days prior to the end of the then-current term. 2. Payment. Payments shall be Invoiced and due in accordance with the terms and conditions set forth above. Work performed on a time and material basis shall be at the then-prevailing Company rate for material, labor, and related items, in effect at the time supplied under this Agreement. 3. Pricing. The pricing set forth in this Agreement is based on the number of devices to be installed and services to be performed as set forth in the Scope of Work. If the actual number of devices installed or services to be performed is greater than that set forth in the Scope of Work, the price will be SIMPLEXGRINNELL LP 1701 West Sequoia Orange, CA 92868 By: Print Name: Rebecca Kennedy Title: PMA Rep Phone Number: 714.870.1010 Fax Number: 714.939.9104 increased accordingly. Company may Increase prices upon notice to the Customer or annually to reflect increases in material and labor costs. Customer agrees to pay all taxes, permits, and other charges, including but not limited to state and local sales and excise taxes, installation or alarm permits, false alarm assessments, or any charges imposed by any government body, however designated, levied or based on the service charges pursuant to this Agreement. The Customer's failure to make payment when due is a material breach of this Agreement. 4. Alarm Monitoring Services. Any reference to alarm monitoring services in this Agreement is included for pricing purposes only. Alarm monitoring services are performed pursuant to the terms and conditions of Company's standard alarm monitoring services agreement. 5. Code Compliance. Company does not undertake an obligation to inspect for compliance with laws or regulations unless specifically stated in the Scope of Work. Customer acknowledges that the Authority Having Jurisdiction (e.g. Fire Marshal) may establish additional requirements for compliance with local codes. Any additional services or equipment required will be provided at an additional cost to Customer. 6. Limitation Of Liability; Limitations Of Remedy. It is understood and agreed by the Customer that Company Is not an Insurer and that insurance coverage, if any, shall be obtained by the Customer and that amounts payable to company hereunder are based upon the value of the services and the scope of liability set forth in this Agreement and are unrelated to the value of the Customer's property and the property of others located on the premises. Customer agrees to look exclusively to the Customer's insurer to recover for injuries or 02009 SimplexGrinnell LP. All rights reserved. SG4269R6 (Rev. 01/09) 4321502514 Page 8 of 11 SERVICE AGREEMENT C damage in the event of any loss or Injury and that Customer releases and waives all right of recovery against Company arising by way of subrogation. Company makes no guaranty or warranty, including any implied warranty of merchantability or fitness for a particular purpose that equipment or services supplied by Company will detect or avert occurrences or the consequences therefrom that the equipment or service was designed to detect or avert. It Is impractical and extremely difficult to fix the actual damages, If any, which may proximately result from failure on the part of Company to perform any of Its obligations under this Agreement. Accordingly, Customer agrees that, Company shall be exempt from liability for any loss, damage or Injury arising directly or Indirectly from occurrences, or the consequences therefrom, which the equipment or service was designed to detect or avert. Should Company be found liable for any loss, damage or Injury arising from a failure of the equipment or service In any respect, Company's liability shall be limited to an amount equal to the Agreement price (as Increased by the price for any additional work) or where the time and material payment term Is selected, Customer's time and material payments to Company. Where this Agreement covers multiple sites, liability shall be limited to the amount of the payments allocable to the site where the Incident occurred. Such sum shall be complete and exclusive. If Customer desires Company to assume greater liability, the parties shall amend this Agreement by attaching a rider setting forth the amount of additional liability and the additional amount payable by the Customer for the assumption by Company of such greater liability, provided however that such rider shall In no way be Interpreted to hold Company as an Insurer. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGE, LOSS, INJURY, OR ANY OTHER CLAIM ARISING FROM ANY SERVICING, ALTERATIONS, MODIFICATIONS, CHANGES, OR MOVEMENTS OF THE COVERED SYSTEM(S) OR ANY OF ITS COMPONENT PARTS BY THE CUSTOMER OR ANY THIRD PARTY. COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM THE USE, LOSS OF THE USE, PERFORMANCE, OR FAILURE OF THE COVERED SYSTEM(S) TO PERFORM. The limitations of liability set forth in this Agreement shall inure to the benefit of all parents, subsidiaries and affiliates of company, whether direct or Indirect, company's employees, agents, officers and directors. 7. Reciprocal Waiver of Claims (SAFETY Act). Certain of SimplexGrinnell's systems and services have received Certification and/or Designation as Qualified Anti-Terrorism Technologies ("QATT") under the Support Anti-terrorism by Fostering Effective Technologies Act of 2002, 6 U.S.C. §§ 441-444 (the "SAFETY Act"). As required under 6 C.F.R. 25.5 (e), to the maximum extent permitted by law, SimplexGrinnell and Customer hereby agree to waive their right to make any claims against the other for any losses, including business interruption losses, sustained by either party or their respective employees, resulting from an activity resulting from an "Act of Terrorism" as defined in 6 C.F.R. 25.2, when QATT have been deployed in defense ®2009 SimplexGrinnell LP. All rights reserved. (continued) against, response to, or recovery from such Act of and monitoring services, of scheduled testing Terrorism. and/or repair of systems; 8. General Provisions. Customer has selected the • Provide a safe work environment; service level desired after considering and balancing various levels of protection afforded, and their related costs. Customer acknowledges and agrees that by this Agreement, Company, unless specifically stated, does not undertake any obligation to maintain or render Customer's system or equipment as Year 2000 compliant, which shall mean, capable of correctly handling the processing of calendar dates before or after December 31, 1999. All work to be performed by Company will be performed during normal working hours of normal working days (8:00 a.m. - 5:00 p.m., Monday through Friday, excluding Company holidays), as defined by Company, unless additional times are specifically described In this Agreement. All work performed unscheduled unless otherwise specified In this Agreement. Appointments scheduled for four-hour window. Additional charges may apply for special scheduling requests, e.g. working around equipment shutdowns, after hours work. Company will perform the services described in the Scope of Work section ("Services") for one or more system(s) or equipment as described in the Scope of Work section or the listed attachments ("Covered System(s)"). UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT, ANY INSPECTION (AND, IF SPECIFIED, TESTING) PROVIDED UNDER THIS AGREEMENT DOES NOT INCLUDE ANY MAINTENANCE, REPAIRS, ALTERATIONS, REPLACEMENT OF PARTS, OR ANY FIELD ADJUSTMENTS WHATSOEVER, NOR DOES IT INCLUDE THE CORRECTION OF ANY DEFICIENCIES IDENTIFIED BY COMPANY TO CUSTOMER. COMPANY SHALL NOT BE RESPONSIBLE FOR EQUIPMENT FAILURE OCCURRING WHILE COMPANY IS IN THE PROCESS OF FOLLOWING ITS INSPECTION TECHNIQUES, WHERE THE FAILURE ALSO RESULTS FROM THE AGE OR OBSOLESCENCE OF THE ITEM OR DUE TO NORMAL WEAR AND TEAR. THIS AGREEMENT DOES NOT COVER SYSTEMS, EQUIPMENT, COMPONENTS OR PARTS THAT ARE BELOW GRADE, BEHIND WALLS OR OTHER OBSTRUCTIONS OR EXTERIOR TO THE BUILDING, ELECTRICAL WIRING, AND PIPING. 9. Customer Responsibilities. Customer shall promptly notify Company of any malfunction in the Covered System(s) which comes to Customer's attention. This Agreement assumes any existing system(s) are in operational and maintainable condition as of the Agreement date. If, upon initial inspection, Company determines that repairs are recommended, repair charges will be submitted for approval by Customer's on-site representative prior to work. Should such repair work be declined, Company shall be relieved from any and all liability arising therefrom. Customer further agrees to: • Provide Company clear access to Covered System(s) to be serviced including, if applicable, lift trucks or other equipment needed to reach inaccessible equipment; • Supply suitable electrical service, heat, heat tracing adequate water supply, and required system schematics and/or drawings; • Notify all required persons, including but not limited to authorities having jurisdiction, employees, • In the event of an emergency or Covered System(s) failure, take reasonable precautions to protect against personal Injury, death, and/or property damage and continue such measures until the Covered System(s) are operational; and • Comply with all laws, codes, and regulations pertaining to the equipment and/or services provided under this Agreement. 10. Repair Services (If Selected by Customer). Where Customer expressly Includes repair, replacement, and emergency response services In the Scope of Work section of this Agreement, such services apply only to the components or equipment of the Covered System(s). Customer agrees to promptly request repair services in the event the System becomes inoperable or otherwise requires repair. The Agreement price does not Include repairs to the Covered System(s) recommended by Company during the initial Inspection, for which Company will submit independent pricing to customer and as to which Company will not proceed until Customer authorizes such work and approves the pricing. Repair or replacement of non-maintainable parts of the Covered System(s) Including, but not limited to, unit cabinets, Insulating material, electrical wiring, structural supports, and all other non-moving parts, Is not Included under this Agreement. 11. System Equipment. The purchase of equipment or peripheral devices, (including but not limited to smoke detectors, passive Infrared detectors, card readers, sprinkler system components, extinguishers and hoses) from Company shall be subject to the terms and conditions of this Agreement. If, in Company's sole judgment, any peripheral device or other system equipment, which Is attached to the Covered System(s), whether provided by Company or a third party, Interferes with the proper operation of the Covered System(s), Customer shall remove or replace such device or equipment promptly upon notice from Company. Failure of Customer to remove or replace the device shall constitute a material breach of this Agreement. If Customer adds any third party device or equipment to the Covered System(s), Company shall not be responsible for any damage to or failure of the Covered System(s) caused in whole or in part by such device or equipment. 12. Reports. Where Inspection and/or test services are selected, such inspection and/or test shall be completed on Company's then current Report form, which shall be given to Customer, and, where applicable, Company may submit a copy thereof to the local authority having jurisdiction. The Report and recommendations by Company are only advisory in nature and are intended to assist Customer in reducing the risk of loss to property by indicating obvious defects or impairments noted to the system and equipment inspected and/or tested. They are not intended to imply that no other defects or hazards exist or that all aspects of the Covered System(s), equipment, and components are under control at the time of inspection. Final responsibility for the condition and operation of the Covered System(s) and equipment and components lies with Customer. SG4269R6 (Rev. 01/09) 4321502514 Page 9 of 11 SERVICE AGREEMENT 13. Confined Space. If access to confined space by Company is required for the performance of Services, Services shall be scheduled and performed in accordance with Company's then-current hourly rate. 14. Hazardous Materials. Customer represents that, except to the extent that Company has been given written notice of the following hazards prior to the execution of this Agreement, to the best of Customer's knowledge there is no: "Permit confined space," as defined by OSHA, Risk of infectious disease, Need for air monitoring, respiratory protection, or other medical risk, • Asbestos, asbestos-containing material, formaldehyde or other potentially toxic or otherwise hazardous material contained in or on the surface of the floors, walls, ceilings, insulation or other structural components of the area of any building where work is required to be performed under this Agreement. All of the above are hereinafter referred to as "Hazardous Conditions". Company shall have the right to rely on the representations listed above. If hazardous conditions are encountered by Company during the course of Company's work, the discovery of such materials shall constitute an event beyond Company's control and Company shall have no obligation to further perform in the area where the hazardous conditions exist until the area has been made safe by Customer as certified in writing by an independent testing agency, and Customer shall pay disruption expenses and re-mobilization expenses as determined by Company. This Agreement does not provide for the cost of capture, containment or disposal of any hazardous waste materials, or hazardous materials, encountered in any of the Covered System(s) and/or during performance of the Services. Said materials shall at all times remain the responsibility and property of Customer. Company shall not be responsible for the testing, removal or disposal of such hazardous materials. 15. Limited Warranty. COMPANY WARRANTS THAT ITS WORKMANSHIP AND MATERIAL FURNISHED UNDER THIS AGREEMENT WILL BE FREE FROM DEFECTS FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF FURNISHING. Where Company provides product or equipment of others, Company will warrant the product or equipment only to the extent warranted by such third party. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PERFORMED OR THE PRODUCTS, SYSTEMS OR EQUIPMENT, IF ANY, SUPPORTED HEREUNDER. COMPANY MAKES NO WARRANTY OR REPRESENTATION, AND UNDERTAKES NO OBLIGATION TO ENSURE BY THE SERVICES PERFORMED UNDER THIS AGREEMENT, THAT COMPANY'S PRODUCTS OR THE SYSTEMS OR EQUIPMENT OF THE CUSTOMER WILL CORRECTLY HANDLE THE PROCESSING OF CALENDAR DATES BEFORE OR AFTER DECEMBER 31, 1999. 16. Indemnity. Customer agrees to indemnify, hold harmless and defend Company against any and all (continued) losses, damages, costs, including expert fees and costs, and expenses including reasonable defense costs, arising from any and all third party claims for personal injury, death, property damage or economic loss, including specifically any damages resulting from the exposure of workers to Hazardous Conditions whether or not Customer pre-notifies Company of the existence of said hazardous conditions, arising in any way from any act or omission of Customer or Company relating In any way to this Agreement, including but not limited to the Services under this Agreement, whether such claims are based upon contract, warranty, tort (including but not limited to active or passive negligence), strict liability or otherwise. Company reserves the right to select counsel to represent It in any such action. 17. Insurance. Customer shall name Company, its officers, employees, agents, subcontractors, suppliers, and representatives as additional insureds on Customer's general liability and auto liability policies. 18. Exclusions. This Agreement expressly excludes, without limitation, testing inspection and repair of duct detectors, beam detectors, and UV/IR equipment; provision of fire watches; clearing of Ice blockage; draining of Improperly pitched piping; batteries; recharging of chemical suppression systems; reloading of, upgrading, and maintaining computer software; making repairs or replacements necessitated by reason of negligence or misuse of components or equipment or changes to Customer's premises, vandalism, corrosion (Including but not limited to micro-bacterially induced corrosion ("MIC")), power failure, current fluctuation, failure due to non-Company Installation, lightning, electrical storm, or other severe weather, water, accident, fire, acts of God or any other cause external to the Covered System(s). This Agreement does not cover and specifically excludes system upgrades and the replacement of obsolete systems, equipment, components or parts. All such services may be provided by Company at Company's sole discretion at an additional charge. If Emergency Services are expressly Included in the scope of work sectlon, the Agreement price does not include travel expenses. 19. Availability and Cost of Steel, Plastics & Other Commodities. Company shall not be responsible for failure to provide services, deliver products, or otherwise perform work required by this Agreement due to lack of available steel products or products made from plastics or other commodities. (i) In the event Company is unable, after reasonable commercial efforts, to acquire and provide steel products, or products made from plastics or other commodities, if required to perform work required by this Agreement, Customer hereby agrees that Company may terminate the Agreement, or the relevant portion of the Agreement, at no additional cost and without penalty. Customer agrees to pay Company in full for all work performed up to the time of any such termination. (ii) If Company is able to obtain the steel products or products made from plastics or other commodities, but the price of any of the products has risen by more than 10% from the date of the bid, proposal or date Company executed this Agreement, whichever occurred first, then Company may pass through that increase through a reasonable price increase to reflect increased cost of materials. 20. Force Majeure. Company shall not be responsible for delays or failure to render services due to causes beyond Its control, including but not limited to material shortages, work stoppages, fires, civil disobedience or unrest, severe weather, fire or any other cause beyond the control of Company. 21. Termination. Company may terminate this Agreement immediately at its sole discretion upon the occurrence of any Event of Default as hereinafter defined. Company may also terminate this Agreement at Its sole discretion upon notice to Customer if Company's performance of Its obligations under this Agreement becomes impracticable due to obsolescence of equipment at Customer's premises or unavailability of parts. 22. No Option to Solicit. Customer shall not, directly or Indirectly, on its own behalf or on behalf of any other person, business, corporation or entity, solicit or employ any Company employee, or Induce any Company employee to leave his or her employment with Company, for a period of two years after the termination of this Agreement. 23. Default. An Event of Default shall be 1) failure of the Customer to pay any amount within ten (10) days after the amount Is due and payable, 2) abuse of the System or the Equipment, 3) dissolution, termination, discontinuance, insolvency or business failure of Customer. Upon the occurrence of an Event of Default, Company may pursue one or more of the following remedies, 1) discontinue furnishing Services, 2) by written notice to Customer declare the balance of unpaid amounts due and to become due under the this Agreement to be Immediately due and payable, provided that all past due amounts shall bear Interest at the rate of 1Y, % per month (18% per year) or the highest amount permitted by law, 3) receive Immediate possession of any equipment for which Customer has not paid. 4) proceed at law or equity to enforce performance by Customer or recover damages for breach of this Agreement, and 5) recover all costs and expenses, Including without limitation reasonable attorneys' fees, In connection with enforcing or attempting to enforce this Agreement. 24. One-Year Limitation On Actions; Choice Of Law. It Is agreed that no suit, or cause of action or other proceeding shall be brought against either party more than one (1) year after the accrual of the cause of action or one (1) year after the claim arises, whichever is shorter, whether known or unknown when the claim arises or whether based on tort, contract, or any other legal theory. The laws of Massachusetts shall govern the validity, enforceability, and interpretation of this Agreement. 25. Assignment. Customer may not assign this Agreement without Company's prior written consent. Company may assign this Agreement without obtaining Customer's consent. 26. Entire Agreement. The parties intend this Agreement, together with any attachments or Riders (collectively the "Agreement") to be the final, complete and exclusive expression of their Agreement and the terms and conditions thereof. This Agreement supersedes all prior representations, understandings or agreements between the parties, written or oral, and shall constitute the sole terms and conditions of sale for all equipment and services. No waiver, change, or modification of any terms or conditions of this Agreement shall be binding on Company unless made in writing and signed by an Authorized Representative of Company. 27. Severabillty. If any provision of this Agreement 02009 SimplexGrimell LP. All rights reserved. SG4269R6 (Rev. 01/09) 4321502514 Page 10 of 11 SERVICE AGREEMENT Is held by any court or other competent authority to be void or unenforceable in whole or In part, this Agreement will continue to be valid as to the other provisions and the remainder of the affected provision. 28. Legal Fees. Company shall be entitled to recover from the Customer all reasonable legal fees incurred in connection with Company enforcing the terms and conditions of this Agreement. 29. License Information (Security System Customers): AL Alabama Electronic Security Board of Licensure 7956 Vaughn Road, PMB 392, Montgomery, Alabama 36116 (334) 264-9388: AR Regulated by: Arkansas Board of Private Investigators and Private Security Agencies, #1 State Police Plaza Drive, Little Rock 72209 (501)618-8600: CA Alarm company operators are licensed and regulated by the Bureau of Security and Investigative Services, Department of Consumer Affairs, Sacramento, CA, 95814. Upon completion of the Installation of the alarm system, the alarm company shall thoroughly Instruct the purchaser in the proper use of the alarm system. Failure by the licensee, without legal excuse, to substantially commence work within 20 days from the approximate date specified in the agreement when the work will begin is a violation of the Alarm Company Act: NY Licensed by the N.Y.S. Department of the State: TX Texas Commission on Private Security, 5805 N. Lamar Blvd., Austin, TX 78752-4422, 512-424-7710. License numbers available at www.simplexgrinnell.com or contact your local SimplexGrinnell office. (continued) 02009 SimplexGrinnell LP. All rights reserved. SG4269R6 (Rev. 01/09) 4321502514 Page I 1 of I 1 A CERTIFICATE OF LIABILITY INSURANCE 1 DATE .il 10/3/2010 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 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 endorsements . PRODUCER CONTACT NAME: Marsh, Inc. 1166 A A/C No Ext: 212 345-5000 AIC No): - venue of the Americas E-MAIL New York NY 10036 ADDRESS- , - -- PRODUCER CUSTOMER ID #: --INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURER A: AGCS Marine Insurance Company (Allianz) SimplexGrinnell, LP INSURER B: CHARTIS CASUALTY COMPANY 1701 WEST SEQUOIA AVE INSURER C: Commerce & Industry Ins Co. ORANGE, CA 92868 INSURER D: Illinois National Insurance Co. United States INSURER E: Nat'l Union Fire Ins Co. of Pittsburgh, PA INSURER F: New Hampshire Ins. Co. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE 'ADDL SUBR'' POLICY NUMBER POLICY EFF MMlDD/YYYY POLICY EXP '.. - MM/DD /YYYY LIMITS F GENERAL LIABILITY GL 4360884 (Primary GL) 10!1/2010 10/1/2011 EACH OCCURRENCE - $1,000,000.00 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED P REMISES (Ea occurrence) $1,000,000.00 CLAIMS-MADE L K - OCCUR M ED EXP (Any one person) $10,000.00 OWNER'S & CONTRACTOR'S r PERSONAL & ADV INJURY $1,000,000.00 _ GENERAL AGGREGATE $2,000,000.00 GENT AGGREGATE LIMIT APPLIES PER: : PRODUCTS - COMP/OP AGG $2,000,000.00 X POLICY PRO- LOC E AUTOMOBILE LIABILITY I'1 CA 3976576 (VA) 10/1/2010 10/1/2011 COMBINED SINGLE LIMIT $1,000,000.00 E X ANY AUTO CA 3976575 (AOS) 10/1/2010 10/1/2011 (Each accident) E F ALL OWNED AUTOS ! CA 3976577 (MA) 10!1/2010 10/1/2011 BODILY INJURY (Per person) - SCHEDULED AUTOS CA 3976624 (NH) (Primary AL) 10/1/2010 10/1/2011 BODILY INJURY (Per accident ' X HIRED AUTOS . \ 1" [ROWED AS TO FQ' RM PROPERTY DAMAGE (Per accident) X NON-OWNED AUTOS ' NEW HAMPSHIRE (CSL) $250,000 UMBRELLA LIAR OCCUR I EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE - aura. S; i d ea Y ( AGGREGATE - DEDUCTIBLE AssisLani. C1 AIIOrne , PRODUCTS - COMP/OP AGG RETENTION $ NEW HAMPSHIRE (CSL) B WORKERS COMPENSATION W 49 17 T, A,PA, ) 1/2010 110/1/2011 X WCSTATU- OTH- C AND EMPLOYERS' LIABILITY Y / N WC 026149514 (FL) 10/1/2010 10/1/2011 TORY LIMIT ER D ANY PROPRIETOR/PARTNER/EXECUTIVE WC 026149516 MI OFFICER/MEMBER EXCLUDED? El N I A ( ) 10/1/2010 10/1/2011 E.L. EACH ACCIDENT $2,000,000.00 E F (Mandatory in NH) If yes describe under WC 026149513 (CA) ) 1 WC 026149518 (MA ND NY OH 10/1!2010 10/1/2010 1011/2011 10/1/2011 1 1 . DISEASE - EA EMPLOYE $2,000,000.00 - , DESCRIPTION OF OPERATIONS below , , , , WA, WI, WY E.L. DISEASE -POLICY LIMIT 52,000,000.00 A Builder's Risk/installation/Contract Works OC & OCW 91128600 5/1/2010 5/1!2011 USD $1,000,000.00 per jobsite A Rental Equipment/Contractor's Equipment OC & OCW 91128600 5/1/2010 5/1/2011 USD $1,000,000.00 per jobsite Blanket r 600 1 5/1/2011 1 conveyance .000,000.00 r)er DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Project: ACCESS CONTROL SYSTEM AT SANTA ANA POLICE DEPARTMENT Please refer to attached ACORD 101 for further remarks. SANTA ANA POLICE DEPARTMENT 60 CIVIC CENTER PLAZA SANTA ANA, 92710 United States SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE MARSH USA INC, BY. 14J Franklin Hallock, Global Marine V 19SS-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009109) The ACORD name and logo are registered marks of ACORD Generated by EXIGIS LLC. For more information visit www.exigis.com. AGENCY CUSTOMER ID: LOC #: ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Marsh, Inc. SimplexGrinnell, LP POLICY NUMBER 1701 WEST SEQUOIA AVE ORANGE, CA 92868 United States CARRIER NAIC EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE .EGARDING POLICIES OF INSURANCE: nsurer Policy Number(s) Effective Date(s) Expiration Date(s) WC 026149615 (TX) 10/1/2010 10/1/2011 WC 026149519 (AOS) 10/1/2010 10/1/2011 WC 026149548 (MN) 10/1/2010 10/1/2011 EGARDING NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS: his endorsement modifies the notice of cancellation of insurance provided hereunder: hould any of the above described policies be cancelled before the expiration date thereof, the producer will ndeavor to mail 30 days written notice to the certificate holder named herein, but failure to do so shall mpose no obligation or liability of any kind upon the producer, its agents or representatives. 1 other terms and conditions of this policy remain unchanged. REGARDING ADDITIONAL INSURED STATUS: In accordance with the policy provisions, SANTA ANA POLICE DEPARTMENT is included as an additional insured under this policy, as a result of any contract or agreement entered into by the named insured and SANTA ANA POLICE DEPARTMENT. In accordance with the policy provisions, coverage afforded to an additional insured will apply as primary insurance where required by contract entered into by the named insured and the SANTA ANA POLICE DEPARTMENT. Any other insurance issued to such additional insured shall apply as excess and noncontributory insurance. Other Additional Insureds: The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional Insureds") with regard to libability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. REGARDING WAIVER OF SUBROGATION: In accordance with the policy provisions, the Waiver of Subrogation applies per contract or agreement entered into by the named insured and SANTA ANA POLICE DEPARTMENT. --- ._. I---- 1-1 V ZUUS ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Generated by EXIGIS LLC. For more information visit www.exigis.com. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENDORSEMENT # This endorsement, effective 12;01 A.M. 10/1/2010 forms a part of Policy No. GL 436-08-84 issued to Tyco International Management Company, LLC By New Hampshire Insurance Company ADDITIONAL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SECTION II - WHO IS AN INSURED, is amended to include as an additional insured: Any person or organization to whom you become obligated to include as an additional insured under this policy, as a result of any contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of your operations, completed operations, or premises owned by or rented to you. However, the insurance provided will not exceed the lesser of: • The coverage and/or limits of this policy, or • The coverage and/or limits required by said contract e n UTHORIZED REPRESENTATIVE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ENDORSEMENT This endorsement, effective 12:01 A.M. 10/01/2010 forms a part of Policy No. GL 436-08-84 issued to Tyco International Management Company, LLC by New Hampshire Insurance Company ADDITIONAL INSURED - PRIMARY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY COVERAGE FORM Section IV, Commercial General Liability Conditions, paragraph 4., Other Insurance, subparagraph a. Primary Insurance, is amended by the addition of the following: However, coverage under this policy afforded to an additional insured will apply as primary insurance where required by contract, and any other insurance issued to such additional insured shall apply as excess and noncontributory insurance. Authorized Representative 74434 (10/99) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENDORSEMENT This endorsement, effective 12:01 A.M. 1 011 120 1 0 forms a part of Policy No. CA 397-65-75 issued to Tyco International Management Company, LLC by National Union Fire Insurance Company of Pittsburgh PA ADDITIONAL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SCHEDULE ADDITIONAL INSURED: Any person or organization for whom you are contractually bound to provide Additional Insured status but only to the extent of such person or organizations liability arising out of the use of a covered "auto". 1. SECTION li - LIABILITY COVERAGE, A. Coverage, 1. - Who Is Insured, is amended to add: d. Any person or organization, shown in the schedule above, to whom you become obligated to include as an additional insured under this policy, as a result of any contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of use of a covered "auto". However, the insurance provided will not exceed the lesser of: (1) The coverage and/or limits of this policy, or (2) The coverage and/or limits required by said contract or aWement. J(a4 ORIZED REPRESENTATIVE 87950 (10/05) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENDORSEMENT This endorsement, effective 12:01 A.M. 10/1/2010 forms a part of Policy No. CA 397-65-75 issued to Tyco International Management Company, LLC By National Union Fire Insurance Company of Pittsburgh PA WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM Section IV - Business Auto Conditions, A. - Loss Conditions, 5. - Transfer of Rights of Recovery Against Others to Us, is amended to add: However, we will waive any right of recovery we have against any person or organization with whom you have entered into a contract or agreement because of payments we make under this Coverage Form arising out of an "accident" or "loss" if: (1) The "accident" or "loss" is due to operations undertaken in accordance with the contract existing between you and such person or organization; and (2) The contract or agreement was entered into prior to any "accident" or "loss". No waiver of the right of recovery will directly or indirectly apply to your employees or employees of the person or organization, and we reserve our rights or lien to be reimbursed from any recovered funds obtained by any injured employee. Q 94 ORIZED REPRESENTATIVE 62897 (6/95) POLICY NUMBER: GL 436-08-84 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any person or organization to whom you become obligated to waive your rights of recovery against, under any contract or agreement you enter into prior to the occurrence of loss. Information required to complete this Schedule, if not shown above will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV - Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. 4,AA AUTHORIZED REPRESENTATIVE CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 0