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HomeMy WebLinkAboutCAG2022-482 - Original - JCI Jones Chemicals, Inc. - 2023 Water Treatment Chemical Supply - 12/22/2022Ap p r o v a l Originator:Department: Date Sent:Date Required: Mayor or Designee Date of Council Approval: Grant? Yes No Type: Re v i e w / S i g n a t u r e s / Ro u t i n g Date Received: City Attorney: Comments: Date Routed: Mayor’s Office City Clerk’s Office Ag r e e m e n t I n f o r m a t i o n Vendor Name:Category: Vendor Number:Sub-Category: Project Name: Project Details: Agreement Amount: Start Date: Local Business? Yes No* Business License Verification: If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace. Yes In-Process Exempt (KCC 5.01.045) Notice required prior to disclosure? Yes No Contract Number: This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms. (Print on pink or cherry colored paper) Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20 Budget Account Number: Budget? Yes No Dir Asst: Sup/Mgr: Dir/Dep: rev. 20210513 FOR CITY OF KENT OFFICIAL USE ONLY Agreement Routing Form For Approvals, Signatures and Records Management (Optional) Basis for Selection of Contractor: * Memo to Mayor must be attached Termination Date: Authorized to Sign: Dani H. for Tom Cunningham Public Works 12/19/2022 12/27/2022 4 41005550.63150.7431 N/A JCI Jones Chemical, Inc.Contract Original 2023 Water Treatment Chemical Supply The Vendor shall supply the City of Kent Water Department with water treatment chemicals for 2023. $39,850 Date of Mayor's Signature Other 12/31/2023 Okay to sign. L. Todd. 12/19/22 12/21/22 12/23/22 CAG2022-482 GOODS & SERVICES AGREEMENT - 1 (Over $20,000, including WSST) GOODS & SERVICES AGREEMENT between the City of Kent and JCI Jones Chemicals, Inc. THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and JCI Jones Chemicals, Inc. organized under the laws of the State of New York, located and doing business at 1919 Marine View Drive, Tacoma, WA 98422, Phone: (253) 274-0104, Contact: Michelle Trammell (hereinafter the "Vendor"). AGREEMENT I. DESCRIPTION OF WORK. The Vendor shall provide the following goods and materials and/or perform the following services for the City: The Vendor shall supply the City of Kent Water Department with water treatment chemicals (bid items 1, 2, 3, 4, and 5) according to the bid proposal submitted October 18, 2022, which is attached as Exhibit A and incorporated by this reference. The prices within Exhibit A are only valid until March 31, 2023. The Vendor acknowledges and understands that it is not the City’s exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources. II.TIME OF COMPLETION. Upon the effective date of this Agreement, the Vendor shall complete the work and provide all goods, materials, and services by December 31, 2023. III.COMPENSATION. The City shall pay the Vendor an amount not to exceed Thirty Nine Thousand, Eight Hundred Fifty Dollars ($39,850), including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: Compensation of up to $39,850 is based on an estimate of annual need. Actual need may vary as follows: Item 1: zero to 6 tons Item 2: zero to 5 tons Item 3: zero to 1,500 pounds Item 4: zero to 600 pounds Item 5: zero to 300 pounds GOODS & SERVICES AGREEMENT - 2 (Over $20,000, including WSST) Therefore, actual compensation will be between $0 and $39,850 and be based on the exact quantity of chemicals ordered by the City. Actual compensation will also be based upon the price of chemicals, as set forth in Exhibit A, and as may be adjusted pursuant to Section I The City will remit payment within thirty (30) days after receipt of an invoice. Card Payment Program. The Vendor may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment by check and is available for the convenience of the Vendor. If the Vendor voluntarily participates in this Program, the Vendor will be solely responsible for any fees imposed by financial institutions or credit card companies. The Vendor shall not charge those fees back to the City. If the City objects to all or any portion of an invoice, it shall notify the Vendor and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. A. Defective or Unauthorized Work. The City reserves its right to withhold payment from the Vendor for any defective or unauthorized goods, materials or services. If the Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and the Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Vendor. B. Final Payment: Waiver of Claims. VENDOR’S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. IV.INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Vendor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Vendor maintains and pays for its own place of business from which the Vendor’s services under this Agreement will be performed. C. The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained the Vendor’s services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Vendor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by the Vendor’s GOODS & SERVICES AGREEMENT - 3 (Over $20,000, including WSST) business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. VI. CHANGES. The City may issue a written amendment for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that an amendment is necessary, the Vendor must submit a written amendment request to the person listed in the notice provision section of this Agreement, Section XV(D), within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the amended work upon receiving either a written amendment from the City or an oral order from the City before actually receiving the written amendment. If the Vendor fails to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VIII, Claims, below. The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by the Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII.FORCE MAJEURE. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government (“force majeure event”). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Vendor shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Vendor due to a force majeure event. Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Vendor to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from GOODS & SERVICES AGREEMENT - 4 (Over $20,000, including WSST) a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Vendor to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Vendor. VIII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first . Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement. At a minimum, a Vendor's written claim shall include the information set forth in subsections A, items 1 through 5 below. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. A. Notice of Claim. Provide a signed written notice of claim that provides the following information: 1.The date of the Vendor's claim; 2.The nature and circumstances that caused the claim; 3.The provisions in this Agreement that support the claim; 4.The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and 5.An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B. Records. The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. C. Vendor's Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). IX.LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR’S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. GOODS & SERVICES AGREEMENT - 5 (Over $20,000, including WSST) THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. X. WARRANTY. The Vendor warrants that it will faithfully and satisfactorily perform all work provided under this Agreement in accordance with the provisions of this Agreement. In addition to any other warranty provided for at law or herein, this Agreement is additionally subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. The Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and the Vendor’s representations to City. The Vendor shall promptly correct all defects in workmanship and materials: (1) when the Vendor knows or should have known of the defect, or (2) upon the Vendor’s receipt of notification from the City of the existence or discovery of the defect. In the event any part of the goods are repaired, only original replacement parts shall be used—rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for that portion of the work shall extend for an additional year beyond the original warranty period applicable to the overall work. The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction. XI.DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any sub-contract, the Vendor, its sub-contractors, or any person acting on behalf of the Vendor or sub-contractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. The Vendor shall execute the attached City of Kent Non-Discrimination Policy Declaration and comply with City Administrative Policy 1.2. XII. INDEMNIFICATION. The Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Vendor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of the Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event the Vendor refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Vendor’s part, then the Vendor shall pay all the City’s costs for defense, including all reasonable expert witness fees and reasonable attorneys’ fees, plus the City’s legal costs and fees incurred because there was a wrongful refusal on the Vendor’s part. The provisions of this section shall survive the expiration or termination of this Agreement. XIII.INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. XIV.WORK PERFORMED AT VENDOR'S RISK. The Vendor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at the Vendor's own risk, and the Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. GOODS & SERVICES AGREEMENT - 6 (Over $20,000, including WSST) XV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties’ performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section XII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Vendor. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Vendor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to the Vendor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Records Act. The Vendor acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Vendor in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Vendor agrees to cooperate fully with the City in satisfying the City’s duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. 12/22/2022 EEO COMPLIANCE DOCUMENTS - 1 of 5 DECLARATION CITY OF KENT NON-DISCRIMINATION POLICY The City of Kent (City) is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors, consultants, vendors, and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City’s equal employment opportunity policies. The City of Kent and its contractors are subject to and will comply with the following: •Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); •49 C.F.R. Part 21 (entitled Non-discrimination In Federally-Assisted Programs Of The Department Of Transportation-Effectuation Of Title VI Of The Civil Rights Act Of 1964); •28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964). •Ch. 49.60 RCW (Washington Law Against Discrimination) The preceding statutory and regulatory cites hereinafter are referred to as “the Acts and Regulations”. The following statements specifically identify the requirements the City deems necessary for any contractor, subcontractor, or supplier on this specific Agreement to adhere to. An affirmation of all of the following is required for this Agreement to be valid and binding. If any contractor, subcontractor, or supplier willfully misrepresents themselves with regard to the directives outlined below, it will be considered a breach of contract and it will be at the City’s sole determination regarding suspension or termination for all or part of the Agreement. The statements are as follows: 1.I have read the attached City of Kent administrative policy number 1.2. 2.During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3.During the time of this Agreement I, the prime contractor, will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4.During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5.During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: EEO COMPLIANCE DOCUMENTS - 2 of 5 A. Compliance with Regulations: The contractor, subcontractor, consultant, vendor, and supplier (hereinafter “Contractor”) will comply with all Acts and the Regulations relative to non-discrimination, including those applicable to Federally- assisted programs of the U.S. Department of Transportation, State-assisted programs through the Washington State Department of Transportation, and generally under Washington’s Law Against Discrimination, Ch. 49.60 RCW, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. B. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D. Information and Reports: The contractor will provide all information and reports required by the Acts and Regulations and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined applicable to contractor’s contract by the City or the Washington State Department of Transportation to be pertinent to ascertain compliance with such Acts and Regulations and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the City or the Washington State Department of Transportation, as appropriate, and will set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the non-discrimination provisions of this contract, the City will impose such contract sanctions as it or the Washington State Department of Transportation may determine to be appropriate, including, but not limited to: a. withholding payments to the contractor under the contract until the contractor complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. F. Incorporation of Provisions: The contractor will include the provisions of paragraphs (A) through (F) above in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts and Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the City or the Washington State Department of Transportation may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, EEO COMPLIANCE DOCUMENTS - 3 of 5 or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the City to enter into any litigation to protect the interests of the City. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. 6. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. ii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); iii. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); iv. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; v. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); vi. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); vii. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); viii. Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; ix. The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); x. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; xi. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); xii. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). xiii. Washington Law Against Discrimination (Ch. 49.60 RCW) 8. The submission of the final invoice for this contract will constitute a reaffirmation that the preceding statements were complied with during the course of the contract's performance. By signing below, I agree to fulfill the five requirements referenced above. e By: T For: �'� ,< �41cedi � (f Title:n���dCl(�r®6� Date:G��`� EEO COMPLIANCE DOCUMENTS - 4 of 5 EEO COMPLIANCE DOCUMENTS - 5 of 5 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: October 20, 2022 SUBJECT: INCLUSIVE CONTRACTING SUPERSEDES: January 1, 1998 APPROVED BY Dana Ralph, Mayor POLICY: Equal employment opportunity and non-discrimination in contracting requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants, and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Further, all contractors, subcontractors, consultants, suppliers, grantees, or subgrantees of the City, regardless of the value of the Agreement, are required to sign the City’s Non-Discrimination Policy Declaration, prior to commencing performance. Any contractor, subcontractor, consultant or supplier who willfully disregards the City’s nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to coordinate with the City’s Title VI coordinator, and perform the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City’s equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EXHIBIT A WATER TREATMENT CHEMICAL SUPPLY FOR 2023 PROPOSALFORM The undersigned hereby proposes to provide all equipment, labor, materials and supplies to perform the service as specified in this contract (see Special Provisions 1.1 & 1.6) for the following fees: Bidder's Name: JCI JONES CHEMICALS, INC. Item Estimated Description Bid Unit Total Annual Unit Prices Usage 1 6 Chlorine Gas in One -Ton Containers 1 1$2,750.00 $16,500.00 TONS* FOB Clark Springs TON CONT. *PLUS $750.00/TON CONTAINER DEPOSIT. *PRICE IS SUBJECT TO CHANGE AFTER 3/31/23 UPON 30 DAYS WRITTEN NOTICE. Total $ 16,500.00 *Estimated annual need is 6 tons. Actual need may vary. JCI JONES CHEMICALS, INC. Company Submitting Proposal Auth . zed Sig ure submit a firm proposal for the contract term(s). 11�ote. Contractor must su p P WATER TREATMENT CHEMICAL SUPPLY FOR 2023 PROPOSALFORM The undersigned hereby proposes to provide all equipment, labor, materials and supplies to perform the service as specified in this contract (see Special Provisions 1.1 & 1.6) for the following fees: Bidder's Name: JCI JONES CHEMICALS, INC. Item Estimated Description Bid Unit Total Annual Unit Prices Usage 2 5 Chlorine Gas in One -Ton Containers 1 *$2,750.00 $13,750.00 TONS* FOB Kent Springs TON CONT. *PLUS $750.00/TON CONTAINER DEP061 1. *PRICE IS SUBJECT TO CHANGE AFTER 3/31123 UPON 30 DAYS WRITTEN NOTICE. Total $ 13,750.00 *Estimated annual need is 5 tons. Actual need may vary. JCI JONES CHEMICALS, INC. Company Submitting Proposal Auth ized i � re ote: Contractor must submit a firm proposal for the contract term(s). WATER TREATMENT CHEMICAL SUPPLY FOR 2023 PROPOSALFORM The undersigned hereby proposes to provide all equipment, labor, materials and supplies to perform the service as specified in this contract (see Special Provisions 1.1 & 1.6) for the following fees: Bidder's Name: JCI JONES CHEMICALS, INC. Item Estimated Description Bid Unit Total Annual Unit Prices Usage 3 1,500 Chlorine Gas in 150 Lb. Containers 150 *$600.00 $6,000.00 LBS* FOB East Hill Well LB CYL. *PLUS $100.00/CYLINDER DEPOSIT. *PRICE IS SUBJECT TO CHANGE AFTER 3/31/23 UPON 30 DAYS WRITTEN NOTICE. Total $ 6,000.00 *Estimated annual need is 1,500 lbs. Actual need may vary. JCI JONES CHEMICALS, INC. Company Submitting Proposal Au1 rized gn r 7ote: Contractor must submit a firm proposal for the contract term(s). WATER TREATMENT CHEMICAL SUPPLY FOR 2023 PROPOSALFORM The undersigned hereby proposes to provide all equipment, labor, materials and supplies to perform the service as specified in this contract (see Special Provisions 1.1 & 1.6) for the following fees: Bidder's Name: JCI JONES CHEMICALS, INC. Item Estimated Description Bid Unit Total Annual Unit Prices Usage 4 600 Chlorine Gas in 150 Lb. Containers 150 $600.00 $2,400.00 LBS* FOB Armstrong Springs Well #1 LB CYL. 'PLUS $100.00/CYLINDER DEPOSIT. *PRICE IS SUBJECT TO CHANGE AFTER 3/31123 UPON 30 DAYS WRITTEN NOTICE. Total $ 2,400.00 *Estimated annual need is 600 lbs. Actual need may vary. JCI JONES CHEMICALS, INC. Company Submitting Proposal Aut rize r ige Note: Contractor must submit a firm proposal for the contract term(s). WATER TREATMENT CHEMICAL SUPPLY FOR 2023 PROPOSAL FORM The undersigned hereby proposes to provide all equipment, labor, materials and supplies to perform the service as specified in this contract (see Special Provisions 1.1 & 1.6) for the following fees: Bidder's Name: JCI JONES CHEMICALS, INC Item Estimated Description Bid Unit Total Annual Unit Prices Usage 5 300 Chlorine Gas in 150 Lb. Containers 150 '$600.00 $1,200.00 LBS* FOB Seven Oaks Well LB CYL. *PLUS $100.00/CYLINDER DEPOSIT. *PRICE IS SUBJECT TO CHANGE AFTER 3/31/23 UPON 30 DAYS WRITTEN NOTICE. Tota I $ 1,200.00 *Estimated annual need is 300 lbs. Actual need may vary. JCI JONES CHEMICALS, INC. Company Submitting Proposal A ize ure Note: Contractor must submit a firm proposal for the contract term(s). EXHIBIT B INSURANCE REQUIREMENTS FOR SERVICE CONTRACTS Insurance The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Contractor’s Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 3. Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. EXHIBIT B (continued) C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Contractor’s insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor’s insurance and shall not contribute with it. 2. The Contractor’s insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Contractor’s Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer’s liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 11/15/2022 Arthur J.Gallagher Risk Management Services,Inc. 2850 Golf Road Rolling Meadows IL 60008 Beth Lubertozzi 630-694-5058 630-285-3922 Beth_lubertozzi@ajg.com LM Insurance Corporation 33600 JCIJONE-06 Underwriters at Lloyd's London 15792JCIJonesChemicals,Inc.. 1765 Ringling Boulevard Sarasota FL 34236 618860857 B X 1,000,000 X 500,000 25,000 1,000,000 2,000,000 X ENVP0000380-22 11/15/2022 11/15/2023 2,000,000 A 2,000,000 X X AS5-Z91-473667-022 11/15/2022 11/15/2023 B X X 15,000,000ENVX0000368-22 11/15/2022 11/15/2023 15,000,000 B Pollution Legal Liability ENVP0000380-22 11/15/2022 11/15/2023 Limit of Liability Deductible $1,000,000 $50,000 Aspen Specialty Insurance Company -$10M Excess $15M EX00U8R22 Limit of Liability:$10,000,000 Effective 11/15/2022-11/15/2023 City of Kent is an Additional Insured as respects General Liability and Auto policies,pursuant to and subject to the policy's terms,definitions,conditions and exclusions.Coverage is primary and non-contributory and a waiver of subrogation applies per the attached.Waiver of Subrogation applies to certificate holder, as respects General Liability and Auto policies,pursuant to and subject to the policy's terms,definitions,conditions and exclusions.The insurance provided in the General Liability and Auto policies is primary and any other insurance shall be excess only,and not contributing. City of Kent 220 4th Ave S. Kent WA 98032 USA POLICY NUMBER:AS5-Z91-473667-0 COMMERCIAL AUTO CA20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name Of Person(!) Or Organization(s): Where required by written contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II -Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I -Covered Autos Coverages of the Auto Dealers Coverage Form. CA20481013 © Insurance Services Office, Inc., 2011 Page 1 of 1 22 2 2 SCHEDULE OF LIMITS —PUBLIC LIABILITY Type of carriage Commodity transported January 1,1985 (1) For -hire (In interstate or foreign commerce, with a gross Property (nonhazardous) $ 750,000 vehicle weight rating of 10,000 or more pounds). $6,000,000 (2) For -hire and Private (In interstate, foreign or intrastate Hazardous substances, as defined in 49 CFR 171.8, commerce, with a gross vehicle weight rating of 10,000 or transported in cargo tanks, portable tanks, or hopper -type more pounds). vehicles with capacities in excess of 3,500 water gallons; or in bulk Division 1.1., 1.2, and 1.3 materials. Division 2.3, Hazard Zone A, or Division 6.1, Packing Group I, Hazard Zone A material; in bulk Division 2.1 or 2.2; or highway route controlled quantities of a Class 7 material, as defined in 49 CFR 173.403. (3) For -hire and Private (In interstate or foreign commerce, in Oil listed in 49 CFR 172.101; hazardous waste, $1,000,000 any quantity, or in intrastate commerce, in bulk only; with a hazardous materials, and hazardous substances defined in 49 gross vehicle weight rating of 10,000 or more pounds). CFR 171.8 and listed in 49 CFR 172.101, but not mentioned in (2) above or (4) below. $5,000,000 (4) For -hire and Private (In interstate or foreign commerce, Any quantity of Division 1.1, 1.2, or 1.3 material; any quantity with a gross vehicle weight rating of less than 10,000 pounds). of a Division 2.3, Hazard Zone A, or Division 6.1, Packing Group 1, Hazard Zone A material; or highway route controlled quantities of a Class 7 material as defined in 49 CFR 173.403. AC 70 01 06 17 (MCS-90) Page 2 of 2 Policy Number ASS-291-473667-022 Issued by LM Insurance Corporation THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I.Newly Acquired or Formed Organizations II.Employees as Insureds Ill. Lessor -Additional Insured and Loss Payee IV. Supplementary Payments -Increased Limits V.Fellow Employee Coverage VI. Personal Property of Others VII. Additional Transportation Expense and Cost to Recover Stolen Auto VII I. Airbag Coverage IX.Tapes, Records and Discs Coverage X.Physical Damage Deductible -Single Deductible XI.Physical Damage Deductible -Glass XII. Physical Damage Deductible -Vehicle Tracking System XIII.Duties in Event of Accident, Claim, Suit or Loss XIV.Unintentional Failure to Disclose Hazards XV.Worldwide Liability Coverage -Hired and Nonowned Autos XVI.Hired Auto Physical Damage XVII.Auto Medical Payments Coverage Increased Limits XVIII.Drive Other Car Coverage -Broadened Coverage for Designated Individuals XIX.Rental Reimbursement Coverage XX.Notice of Cancellation or Nonrenewal XXI.Loan/Lease Payoff Coverage XXII.Limited Mexico Coverage XXIII.Waiver of Subrogation I.NEWLY ACQUIRED OR FORMED ORGANIZATIONS Throughout this policy, the words you and your also refer to any organization you newly acquire or form, other than a partnership or joint venture, and over which you maintain ownership of more than 50 percent interest, provided: A.There is no similar insurance available to that organization; B.Unless you notify us to add coverage to your policy, the coverage under this provision is afforded only until: 1.The 90th day after you acquire or form the organization; or 2.The end of the policy period, whichever is earlier; and C.The coverage does not apply to an "accident" which occurred before you acquired or formed the organization. AC 8407 0713 © 2013 Liberty Mutual Insurance. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 11 Policy Number AS5-Z91-473667-021 Issued by LM Insurance Corporation II. EMPLOYEES AS INSUREDS Paragraph A.1. Who Is An Insured of SECTION II - LIABILITY COVERAGE is amended to add: Your "employee" is an "insured" while using with your permission a covered "auto" you do not own, hire or borrow in your business or your personal affairs. III. LESSOR - ADDITIONAL INSURED AND LOSS PAYEE A. Any "leased auto" will be considered an "auto" you own and not an "auto" you hire or borrow. The coverages provided under this section apply to any "leased auto" until the expiration date of this policy or until the lessor or his or her agent takes possession of the 'leased auto" whichever occurs first. B. For any "leased auto" that is a covered "auto" under SECTION II- LIABILITYCOVERAGE, Paragraph A.1. Who Is An Insured provision is changed to include as an "insured" the lessor of the "leased auto". However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: 1. You. 2. Any of your "employees" or agents; or 3. Any person, except the lessor or any "employee" or agent of the lessor, operating a "leased auto" with the permission of any of the above. C. Loss Payee Clause 1. We will pay, as interests may appear, you and the lessor of the "leased auto" for "loss" to the covered "leased auto". 2. The insurance covers the interest of the lessor of the "leased auto" unless the "loss" results from fraudulent acts or omissions on your part. 3. If we make any payment to the lessor of a "leased auto", we will obtain his or her rights against any other party. D. Cancellation 1. If we cancel the policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2. If you cancel the policy, we will mail notice to the lessor. 3. Cancellation ends this agreement. E. The lessor is not liable for payment of your premiums. F. For purposes of this endorsement, the following definitions apply: "Leased auto" means an "auto" which you lease for a period of six months or longer for use in your business, including any "temporary substitute" of such 'leased auto". AC 84 07 07 13 © 2013 Liberty Mutual Insurance. All rights reserved. Page 2 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS5-Z91-473667-021 Issued by LM Insurance Corporation "Temporary substitute" means an "auto" that is furnished as a substitute for a covered "auto" when the covered "auto" is out of service because of its breakdown, repair, servicing, "loss" or destruction. IV. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS Subparagraphs A.2.a.(2)and A.2.a.(4)of SECTION II- LIABILITYCOVERAGEare deleted and replaced bythe following: (2) Up to $3,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including the actual loss of earnings up to $500 a day because of time off from work. V. FELLOW EMPLOYEE COVERAGE A. Exclusion B.5. of SECTION II -LIABILITY COVERAGE does not apply. B. For the purpose of Fellow Employee Coverage only, Paragraph B.5. of BUSINESSAUTO CONDITIONS is changed as follows: This Fellow Employee Coverage is excess over any other collectible insurance. VI. PERSONAL PROPERTY OF OTHERS Exclusion 6. in SECTION II - LIABILITY COVERAGE for a covered "auto" is amended to add: This exclusion does not apply to "property damage" or "covered pollution cost or expense" involving "personal property" of your "employees" or others while such property is carried by the covered "auto". The Limit of Insurance for this coverage is $5,000 per "accident". Payment under this coverage does not increase the Limit of Insurance. For the purpose of this section of this endorsement, "personal property" is defined as any property that is not used in the individual's trade or business or held for the production or collection of income. VII. ADDITIONAL TRANSPORTATION EXPENSE AND COST TO RECOVER STOLEN AUTO A. Paragraph AA.a. of SECTION III -PHYSICAL DAMAGE COVERAGE is amended as follows: The amount we will pay is increased to $50 per day and to a maximum limit of $1,000. B. Paragraph AA.a. of SECTION III -PHYSICAL DAMAGE COVERAGE is amended to add the following: If your business is shown in the Declarations as something other than an auto dealership, we will also pay up to $1,000 for reasonable and necessary costs incurred by you to return a stolen covered "auto" from the place where it is recovered to its usual garaging location. VIII.AIRBAG COVERAGE Exclusion B.3.a. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add: This exclusion does not apply to the accidental discharge of an airbag. AC 84 07 07 13 © 2013 Liberty Mutual Insurance. All rights reserved. Page 3 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS5-Z91-473667-021 Issued by LM Insurance Corporation IX. TAPES, RECORDS AND DISCS COVERAGE Exclusion BA.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following: a. Tapes, records, discs or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment except when the tapes, records, discs or other similar audio, visual or data electronic devices: (1) Are your property or that of a family member; and (2) Are in a covered "auto" at the time of 'loss". The most we will pay for "loss" is $200. No Physical Damage Coverage deductible applies to this coverage. X. PHYSICAL DAMAGE DEDUCTIBLE - SINGLE DEDUCTIBLE Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following: D. Deductible For each covered "auto", our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. When two or more covered "autos" sustain "loss" in the same collision, the total of all the "loss" for all the involved covered "autos" will be reduced by a single deductible, which will be the largest of all the deductibles applying to all such covered "autos". XI. PHYSICAL DAMAGE DEDUCTIBLE - GLASS Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add: No deductible applies to 'loss" to glass if you elect to patch or repair it rather than replace it. XII. PHYSICAL DAMAGE DEDUCTIBLE - VEHICLE TRACKING SYSTEM Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add: Any Comprehensive Coverage Deductible shown in the Declarations will be reduced by 50% for any 'loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global positioning device and that device was the method of recovery of the vehicle. XIII.DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Subparagraphs A.2.a. and A.2.b. of SECTION IV- BUSINESS AUTO CONDITIONS are changed to: a. In the event of "accident", claim, "suit' or "loss", your insurance manager or any other person you designate must notify us as soon as reasonably possible of such "accident', claim, "suit' or "loss". Such notice must include: (1) How, when and where the "accident' or 'loss" occurred; AC 84 07 07 13 © 2013 Liberty Mutual Insurance. All rights reserved. Page 4 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS5-Z91-473667-021 Issued by LM Insurance Corporation (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. Knowledge of an "accident", claim, "suit" or "loss" by your agent, servant or "employee" shall not be considered knowledge by you unless you, your insurance manager or any other person you designate has received notice of the "accident", claim, "suit" or "loss" from your agent, servant or "employee". b. Additionally, you and any other involved "insured" must: (1) Assume no obligation, make no payment or incur no expense without our consent, except at the "insured's" own cost. (2) Immediately send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or "suit". (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit". (4) Authorize us to obtain medical records or other pertinent information. (5) Submit to examination, at our expense, by physicians of our choice, as often as we reasonably require. XIV. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. in SECTION IV - BUSINESS AUTO CONDITIONS is amended to add the following: Any unintentional failure to disclose all exposures or hazards existing as of the effective date of the Business Auto Coverage Form or at any time during the policy period will not invalidate or adversely affect the coverage for such exposure or hazard. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery XV. WORLDWIDE LIABILITY COVERAGE - HIRED AND NONOWNED AUTOS Condition B.7. in SECTION IV - BUSINESS AUTO CONDITIONS is amended to include the following: For "accidents" resulting from the use or operation of covered "autos" you do not own, the coverage territory means all parts of the world subject to the following provisions: a. If claim is made or "suit" is brought against an "insured" outside of the United States of America, its territories and possessions, Puerto Rico and Canada, we shall have the right, but not the dutyto investigate, negotiate, and settle or defend such claim or "suit". If we do not exercise that right, the "insured" shall have the duty to investigate, negotiate, and settle or defend the claim or "suit" and we will reimburse the "insured" for the expenses reasonably incurred in connection with the investigation, settlement or defense. Reimbursement will be paid in the currency of the United States of America at the rate of exchange prevailing on the date of reimbursement. The "insured" shall provide us with such information we shall reasonably request regarding such claim or "suit" and its investigation, negotiation, and settlement or defense. The "insured" shall not agree to any settlement of the claim or "suit" without our consent. We shall not unreasonably withhold consent. AC 84 07 07 13 © 2013 Liberty Mutual Insurance. All rights reserved. Page 5 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS5-Z91-473667-021 Issued by LM Insurance Corporation b. We are not licensed to write insurance outside of the United States of America, its territories or possessions, Puerto Rico and Canada. We will not furnish certificates of insurance or other evidence of insurance you may need for the purpose of complying with the laws of other countries relating to auto insurance. Failure to comply with the auto insurance laws of other countries may result in fines or penalties. This insurance does not apply to such fines or penalties. XVI. HIRED AUTO PHYSICAL DAMAGE If no deductibles are shown in the Declarations for Physical Damage Coverage for Hired or Borrowed Autos, the following will apply: A. We will pay for 'loss" under Comprehensive and Collision coverages to a covered "auto" of the private passenger type hired without an operator for use in your business: 1. The most we will pay for coverage afforded by this endorsement is the lesser of: a. The actual cost to repair or replace such covered "auto" with other property of like kind and quality; or b. The actual cash value of such covered "auto" at the time of the 'loss". 2. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". 3. If a repair or replacement results in better than like kind or quality, we will not pay for the amount of the betterment. B. For each covered "auto", our obligation to pay for, repair, return or replace the covered "auto" will be reduced by any deductible shown in the Declarations that applies to private passenger "autos" that you own. If no applicable deductible is shown in the Declarations, the deductible will be $250. If the Declarations show other deductibles for Physical Damage Coverages for Hired or Borrowed Autos, this Section XVI of this endorsement does not apply. C. Paragraph AA.b. of SECTION III - PHYSICAL DAMAGE COVERAGE is replaced by: b. Loss of Use Expenses For Hired Auto Physical Damage provided by this endorsement, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a private passenger vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use expenses caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". AC 84 07 07 13 © 2013 Liberty Mutual Insurance. All rights reserved. Page 6 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS5-Z91-473667-021 Issued by LM Insurance Corporation However, the most we will pay under this coverage is $30 per day, subject to a maximum of $900. XVII. AUTO MEDICAL PAYMENTS COVERAGE - INCREASED LIMITS For any covered "loss", the Limit of Insurance for Auto Medical Payments will be double the limit shown in the Declarations if the "insured" was wearing a seat belt at the time of the "accident". This is the maximum amount we will pay for all covered medical expenses, regardless of the number of covered "autos", "insureds", premiums paid, claims made, or vehicles involved in the "accident". If no limit of insurance for Auto Medical Payments is shown on the Declarations, this paragraph Section XVI I of this endorsement does not apply. XVIII. DRIVE OTHER CAR COVERAGE - BROADENED COVERAGE FOR DESIGNATED INDIVIDUALS A. This endorsement amends only those coverages indicated with an "X" in the Drive Other Car section of the Schedule to this endorsement. B. SECTION II - LIABILITY COVERAGE is amended as follows: 1. Any "auto" you don't own, hire or borrow is a covered "auto" for Liability Coverage while being used by any individual named in the Drive Other Car section of the Schedule to this endorsement or by his or her spouse while a resident of the same household except: a. Any "auto" owned by that individual or by any member of his or her household; or b. Any "auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos". 2. The following is added to Who Is An Insured: Any individual named in the Drive Other Car section of the Schedule to this endorsement and his or her spouse, while a resident of the same household, are "insureds" while using any covered "auto" described in Paragraph B.1. of this endorsement. C. Auto Medical Payments, Uninsured Motorist, and Underinsured Motorist Coverages are amended as follows: The following is added to Who Is An Insured: Any individual named in the Drive Other Car section of the Schedule to this endorsement and his or her "family members" are "insured" while "occupying" or while a pedestrian when struck by any "auto" you don't own except: Any "auto" owned by that individual or by any "family member". D.SECTION III - PHYSICAL DAMAGE COVERAGE is changed as follows: Any private passenger type "auto" you don't own, hire or borrow is a covered "auto" while in the care, custody or control of any individual named in the Drive Other Car section of the Schedule to this endorsement or his or her spouse while a resident of the same household except: 1. Any "auto" owned by that individual or by any member of his or her household; or AC 84 07 07 13 © 2013 Liberty Mutual Insurance. All rights reserved. Page 7 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS5-Z91-473667-021 Issued by LM Insurance Corporation 2. Any "auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos". E. For purposes of this endorsement, SECTION V -DEFINITIONS is amended to add the following: "Family member" means a person related to the individual named in the Drive Other Car section of the Schedule to this endorsement by blood, marriage or adoption who is a resident of the individual's household, including a ward or foster child. XIX. RENTAL REIMBURSEMENT COVERAGE A. For any owned covered "auto" for which Collision and Comprehensive Coverages are provided, we will pay for rental reimbursement expenses incurred by you for the rental of an "auto" because of a covered physical damage "loss" to an owned covered "auto". Such payment applies in addition to the otherwise applicable amount of physical damage coverage you have on a covered "auto". No deductibles apply to this coverage. B. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending with the earlier of the return or repair of the covered "auto", or the exhaustion of the coverage limit. C. Our payment is limited to the lesser of the following amounts: 1. Necessary and actual expenses incurred; or 2. $30 per day with a maximum of $900 in any one period. D. This coverage does not apply: 1. While there are spare or reserve "autos" available to you for your operations; or 2. If coverage is provided by another endorsement attached to this policy. E. If a covered "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenseswhich is not already provided for under Paragraph A.4. Coverage Extensionsof SECTION III — PHYSICAL DAMAGE COVERAGE of the Business Auto Coverage Form or Section VI of this endorsement. XX. NOTICE OF CANCELLATION OR NONRENEWAL A. Paragraph A.2. of the COMMON POLICY CONDITIONS is changed to: 2. We may cancel or non -renew this policy by mailing written notice of cancellation or non -renewal to the Named Insured, and to any name(s) and address(es) shown in the Cancellation and Non -renewal Schedule: a. For reasons of non-payment, the greater of: (1) 10 days; or (2) The number of days specified in any other Cancellation Condition attached to this policy; or b. For reasons other than non-payment, the greater of: AC 84 07 07 13 © 2013 Liberty Mutual Insurance. All rights reserved. Page 8 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS5-Z91-473667-021 Issued by LM Insurance Corporation (1) 60 days; (2) The number of days shown in the Cancellation and Non -renewal Schedule; or (3) The number of days specified in any other Cancellation Condition attached to this policy, prior to the effective date of the cancellation or non -renewal. B. All other terms of Paragraph A. of the COMMON POLICY CONDITIONS, and any amendments thereto, remain in full force and effect. XXI. LOAN/LEASE PAYOFF COVERAGE The following is added to Paragraph C. Limit of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGE: In the event of a total "loss" to a covered "auto" of the private passenger type shown in the schedule or declarations for which Collision and Comprehensive Coverage apply, we will pay any unpaid amount due on the lease or loan for that covered "auto", less: 1. The amount paid under the PHYSICAL DAMAGE COVERAGE SECTION of the policy; and 2. Any: a. Overdue lease/loan payments at the time of the "loss"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor; d. Costs for extended warranties, Credit Life Insurance, Health, Accidentor Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. This coverage is limited to a maximum of $1500 for each covered "auto". XXII. LIMITED MEXICO COVERAGE WARNING AUTO ACCIDENTS IN MEXICO ARE SUBJECT TO THE LAWS OF MEXICO ONLY -NOT THE LAWS OF THE UNITED STATES OF AMERICA. THE REPUBLIC OF MEXICO CONSIDERS ANY AUTO ACCIDENT A CRIMINAL OFFENSEAS WELL AS A CIVIL MATTER. IN SOME CASES THE COVERAGE PROVIDED UNDER THIS ENDORSEMENT MAY NOT BE RECOGNIZED BY THE MEXICAN AUTHORITIES AND WE MAY NOT BE ALLOWED TO IMPLEMENTTHIS COVERAGE AT ALL IN MEXICO. YOU SHOULD CONSIDER PURCHASING AUTO COVERAGE FROM A LICENSED MEXICAN INSURANCE COMPANY BEFORE DRIVING INTO MEXICO. THIS ENDORSEMENT DOES NOT APPLY TO ACCIDENTS OR LOSSES WHICH OCCUR BEYOND 25 MILES FROM THE BOUNDARY OF THE UNITED STATES OF AMERICA. AC 84 07 07 13 © 2013 Liberty Mutual Insurance. All rights reserved. Page 9 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS5-Z91-473667-021 Issued by LM Insurance Corporation A. Coverage 1. Paragraph B.7. of SECTION IV - BUSINESSAUTO CONDITIONS is amended by the addition of the following: The coverage territory is extended to include Mexico but only if all of the following criteria are met: a. The "accidents" or "loss" occurs within 25 miles of the United States border; and b. While on a trip into Mexico for 10 days or less. 2. For coverage provided by this section of the endorsement, Paragraph B.5. Other Insurance in SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: The insurance provided by this endorsement will be excess over any other collectible insurance. B. Physical Damage Coverage is amended by the addition of the following: If a 'loss" to a covered "auto" occurs in Mexico, we will pay for such "loss" in the United States. If the covered "auto" must be repaired in Mexico in order to be driven, we will not pay more than the actual cash value of such 'loss" at the nearest United States point where the repairs can be made. C. Additional Exclusions The following additional exclusions are added: This insurance does not apply: 1. If the covered "auto' is not principally garaged and principally used in the United States. 2. To any "insured" who is not a resident of the United States. XXIII. WAIVER OF SUBROGATION Paragraph A.5. in SECTION IV - BUSINESS AUTO CONDITIONS does not apply to any person or organization where the Named Insured has agreed, by written contract executed prior to the date of "accident", to waive rights of recovery against such person or organization. AC 84 07 07 13 © 2013 Liberty Mutual Insurance. All rights reserved. Page 10 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS5-Z91-473667-021 Issued by LM Insurance Corporation Premium Liability Included Physical Damage Included Total Premium Included V. Fellow Employee Schedule of Employees: N/A XVIII. Drive Other Car Name of Individual N/A XX. Notice of Cancellation or Nonrenewal Name and Address LIAB Schedule MP UM UIM This endorsement applies in all states except: AL, AR, AZ, CA, CO, CT, DC, DE, GA, ID, KS, KY, LA, MI, MN, MO, MT, NC, ND, NJ, NY, OK, PA, RI, SD, TX, UT, VA, VT, WA, WI, WV, WY AC 84 07 07 13 © 2013 Liberty Mutual Insurance. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. COMP COLL Number of Days Page 11 of 11 Policy Number AS5-Z91-473667-021 Issued by LM Insurance Corporation THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. Newly Acquired or Formed Organizations II. Employees as Insureds III. Lessor - Additional Insured and Loss Payee IV. Supplementary Payments - Increased Limits V. Fellow Employee Coverage VI. Personal Property of Others VI 1. Additional Transportation Expense and Cost to Recover Stolen Auto VIII. Airbag Coverage IX. Tapes, Records and Discs Coverage X. Physical Damage Deductible - Single Deductible XI. Physical Damage Deductible - Glass XII. Physical Damage Deductible - Vehicle Tracking System XIII. Duties in Event of Accident, Claim, Suit or Loss XIV. Unintentional Failure to Disclose Hazards XV. Worldwide Liability Coverage - Hired and Nonowned Autos XVI. Hired Auto Physical Damage XVII. Auto Medical Payments Coverage Increased Limits XVIII. Drive Other Car Coverage - Broadened Coverage for Designated Individuals XIX. Rental Reimbursement Coverage XX. Notice of Cancellation or Nonrenewal XXI. Loan/Lease Payoff Coverage XXII. Limited Mexico Coverage XXIII. Waiver of Subrogation I. NEWLY ACQUIRED OR FORMED ORGANIZATIONS Throughout this policy, the words "you" and "your" also refer to any organization you newly acquire or form, other than a partnership or joint venture, and over which you maintain ownership of more than 50 percent interest, provided: A. There is no similar insurance available to that organization; B. Unless you notify us to add coverage to your policy, the coverage under this provision is afforded only until: 1. The 90th day after you acquire or form the organization; or 2. The end of the policy period, whichever is earlier; and C. The coverage does not apply to an "accident" which occurred before you acquired or formed the organization. AC 84 07 11 17 © 2017 Liberty Mutual Insurance Page 1 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. II. EMPLOYEES AS INSUREDS Paragraph A.1. Who Is An Insured of SECTION II - COVERED AUTOS LIABILITY COVERAGE is amended to add the following: Your "employee" is an "insured" while using with your permission a covered "auto" you do not own, hire or borrow in your business or your personal affairs. III. LESSOR - ADDITIONAL INSURED AND LOSS PAYEE A. Any "leased auto" will be considered an "auto" you own and not an "auto" you hire or borrow. The coverages provided under this section apply to any 'leased auto" until the expiration date of this policy or until the lessor or his or her agent takes possession of the 'leased auto" whichever occurs first. B. For any "leased auto" that is a covered "auto" under SECTION II - COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured provision is changed to include as an "insured" the lessor of the "leased auto". However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: 1. You. 2. Any of your "employees" or agents; or 3. Any person, except the lessor or any "employee" or agent of the lessor, operating a 'leased auto" with the permission of any of the above. C. Loss Payee Clause 1. We will pay, as interests may appear, you and the lessor of the "leased auto" for "loss" to the covered "leased auto". 2. The insurance covers the interest of the lessor of the 'leased auto" unless the "loss" results from fraudulent acts or omissions on your part. 3. If we make any payment to the lessor of a 'leased auto", we will obtain his or her rights against any other party. D. Cancellation 1. If we cancel the policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2. If you cancel the policy, we will mail notice to the lessor. 3. Cancellation ends this agreement. E. The lessor is not liable for payment of your premiums. F. For purposes of this endorsement, the following definitions apply: "Leased auto" means an "auto" which you lease for a period of six months or longer for use in your business, including any "temporary substitute" of such 'leased auto". "Temporary substitute" means an "auto" that is furnished as a substitute for a covered "auto" when the covered "auto" is out of service because of its breakdown, repair, servicing, "loss" or destruction. AC 84 07 11 17 © 2017 Liberty Mutual Insurance Page 2 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. IV. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS Subparagraphs A.2.a.(2) and A.2.a.(4) of SECTION II - COVERED AUTOS LIABILITY COVERAGE are deleted and replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. V. FELLOW EMPLOYEE COVERAGE A. Exclusion B.5. of SECTION II - COVERED AUTOS LIABILITY COVERAGE does not apply. B. For the purpose of Fellow Employee Coverage only, Paragraph B.5. of SECTION IV - BUSINESS AUTO CONDITIONS is changed as follows: This Fellow Employee Coverage is excess over any other collectible insurance. VI. PERSONAL PROPERTY OF OTHERS Exclusion 6. in SECTION II - COVERED AUTOS LIABILITY COVERAGE for a covered "auto" is amended to add the following: This exclusion does not apply to "property damage" or "covered pollution cost or expense" involving "personal property" of your "employees" or others while such property is carried by the covered "auto". The Limit of Insurance for this coverage is $5,000 per "accident". Payment under this coverage does not increase the Limit of Insurance. For the purpose of this section of this endorsement, "personal property" is defined as any property that is not used in the individual's trade or business or held for the production or collection of income. VII. ADDITIONAL TRANSPORTATION EXPENSE AND COST TO RECOVER STOLEN AUTO A. Paragraph AA.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows: The amount we will pay is increased to $50 per day and to a maximum limit of $1,000. B. Paragraph AA.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: If your business is shown in the Declarations as something other than an auto dealership, we will also pay up to $1,000 for reasonable and necessary costs incurred by you to return a stolen covered "auto" from the place where it is recovered to its usual garaging location. VIII. AIRBAG COVERAGE Exclusion B.3.a. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: This exclusion does not apply to the accidental discharge of an airbag. IX. TAPES, RECORDS AND DISCS COVERAGE Exclusion B.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following: a. Tapes, records, discs or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment except when the tapes, records, discs or other similar audio, visual or data electronic devices: AC 84 07 11 17 © 2017 Liberty Mutual Insurance Page 3 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (1) Are your property or that of a family member; and (2) Are in a covered "auto" at the time of "loss". The most we will pay for "loss" is $200. No Physical Damage Coverage deductible applies to this coverage. X. PHYSICAL DAMAGE DEDUCTIBLE - SINGLE DEDUCTIBLE Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following: D. Deductible For each covered "auto", our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. When two or more covered "autos" sustain "loss" in the same collision, the total of all the "loss" for all the involved covered "autos" will be reduced by a single deductible, which will be the largest of all the deductibles applying to all such covered "autos". XI. PHYSICAL DAMAGE DEDUCTIBLE — GLASS Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: No deductible applies to "loss" to glass if you elect to patch or repair it rather than replace it. XII. PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add: Any Comprehensive Coverage Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global positioning device and that device was the method of recovery of the vehicle. XIII. DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Subparagraphs A.2.a. and A.2.b. of SECTION IV- BUSINESS AUTO CONDITIONS are changed to: a. In the event of "accident", claim, "suit" or "loss", your insurance manager or any other person you designate must notify us as soon as reasonably possible of such "accident", claim, "suit" or "loss". Such notice must include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. Knowledge of an "accident", claim, "suit" or "loss" by your agent, servant or "employee" shall not be considered knowledge by you unless you, your insurance manager or any other person you designate has received notice of the "accident", claim, "suit" or "loss" from your agent, servant or "employee". b. Additionally, you and any other involved "insured" must: (1) Assume no obligation, make no payment or incur no expense without our consent, except at the "insured's" own cost. AC 84 07 11 17 © 2017 Liberty Mutual Insurance Page 4 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (2) Immediately send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or "suit". (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit". (4) Authorize us to obtain medical records or other pertinent information. (5) Submit to examination, at our expense, by physicians of our choice, as often as we reasonably require. XIV. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. in SECTION IV - BUSINESS AUTO CONDITIONS is amended to add the following: Any unintentional failure to disclose all exposures or hazards existing as of the effective date of the Business Auto Coverage Form or at any time during the policy period will not invalidate or adversely affect the coverage for such exposure or hazard. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery. XV. WORLDWIDE LIABILITY COVERAGE - HIRED AND NONOWNED AUTOS Condition B.7. in SECTION IV - BUSINESS AUTO CONDITIONS is amended to add the following: For "accidents" resulting from the use or operation of covered "autos" you do not own, the coverage territory means all parts of the world subject to the following provisions: a. If claim is made or "suit" is brought against an "insured" outside of the United States of America, its territories and possessions, Puerto Rico and Canada, we shall have the right, but not the duty to investigate, negotiate, and settle or defend such claim or "suit". If we do not exercise that right, the "insured" shall have the duty to investigate, negotiate, and settle or defend the claim or "suit" and we will reimburse the "insured" for the expenses reasonably incurred in connection with the investigation, settlement or defense. Reimbursement will be paid in the currency of the United States of America at the rate of exchange prevailing on the date of reimbursement. The "insured" shall provide us with such information we shall reasonably request regarding such claim or "suit" and its investigation, negotiation, and settlement or defense. The "insured" shall not agree to any settlement of the claim or "suit' without our consent. We shall not unreasonably withhold consent. b. We are not licensed to write insurance outside of the United States of America, its territories or possessions, Puerto Rico and Canada. We will not furnish certificates of insurance or other evidence of insurance you may need for the purpose of complying with the laws of other countries relating to auto insurance. Failure to comply with the auto insurance laws of other countries may result in fines or penalties. This insurance does not apply to such fines or penalties. XVI. HIRED AUTO PHYSICAL DAMAGE If no deductibles are shown in the Declarations for Physical Damage Coverage for Hired or Borrowed Autos, the following will apply: A. We will pay for 'loss" under Comprehensive and Collision coverages to a covered "auto" of the private passenger type hired without an operator for use in your business: AC 84 07 11 17 © 2017 Liberty Mutual Insurance Page 5 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 1. The most we will pay for coverage afforded by this endorsement is the lesser of: a. The actual cost to repair or replace such covered "auto" with other property of like kind and quality; or b. The actual cash value of such covered "auto" at the time of the "loss". 2. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". 3. If a repair or replacement results in better than like kind or quality, we will not pay for the amount of the betterment. B. For each covered "auto", our obligation to pay for, repair, return or replace the covered "auto" will be reduced by any deductible shown in the Declarations that applies to private passenger "autos" that you own. If no applicable deductible is shown in the Declarations, the deductible will be $250. If the Declarations show other deductibles for Physical Damage Coverages for Hired or Borrowed Autos, this Section XVI of this endorsement does not apply. C. Paragraph AA.b. of SECTION III - PHYSICAL DAMAGE COVERAGE is replaced by the following: b. Loss of Use Expenses For Hired Auto Physical Damage provided by this endorsement, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a private passenger vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use expenses caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay under this coverage is $30 per day, subject to a maximum of $900 XVII. AUTO MEDICAL PAYMENTS COVERAGE - INCREASED LIMITS For any covered "loss", the Limit of Insurance for Auto Medical Payments will be double the limit shown in the Declarations if the "insured" was wearing a seat belt at the time of the "accident". This is the maximum amount we will pay for all covered medical expenses, regardless of the number of covered "autos", "insureds", premiums paid, claims made, or vehicles involved in the "accident". If no limit of insurance for Auto Medical Payments is shown on the Declarations, this paragraph Section XVII of this endorsement does not apply. XVIII. DRIVE OTHER CAR COVERAGE - BROADENED COVERAGE FOR DESIGNATED INDIVIDUALS A. This endorsement amends only those coverages indicated with an "X" in the Drive Other Car section of the Schedule to this endorsement. B. SECTION II - COVERED AUTOS LIABILITY COVERAGE is amended as follows: 1. Any "auto" you don't own, hire or borrow is a covered "auto" for Liability Coverage while being used by any individual named in the Drive Other Car section of the Schedule to this endorsement or by his or her spouse while a resident of the same household except: AC 84 07 11 17 © 2017 Liberty Mutual Insurance Page 6 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. a. Any "auto" owned by that individual or by any member of his or her household; or b. Any "auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos". 2. The following is added to Who Is An Insured: Any individual named in the Drive Other Car section of the Schedule to this endorsement and his or her spouse, while a resident of the same household, are "insureds" while using any covered "auto" described in Paragraph B.1. of this endorsement. C. Auto Medical Payments, Uninsured Motorist, and Underinsured Motorist Coverages are amended as follows: The following is added to Who Is An Insured: Any individual named in the Drive Other Car section of the Schedule to this endorsement and his or her "family members" are "insured" while "occupying" or while a pedestrian when struck by any "auto" you don't own except: Any "auto" owned by that individual or by any "family member". D. SECTION III - PHYSICAL DAMAGE COVERAGE is changed as follows: Any private passenger type "auto" you don't own, hire or borrow is a covered "auto" while in the care, custody or control of any individual named in the Drive Other Car section of the Schedule to this endorsement or his or her spouse while a resident of the same household except: 1. Any "auto" owned by that individual or by any member of his or her household; or 2. Any "auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos". E. For purposes of this endorsement, SECTION V - DEFINITIONS is amended to add the following: "Family member" means a person related to the individual named in the Drive Other Car section of the Schedule to this endorsement by blood, marriage or adoption who is a resident of the individual's household, including a ward or foster child. XIX. RENTAL REIMBURSEMENT COVERAGE A. For any owned covered "auto" for which Collision and Comprehensive Coverages are provided, we will pay for rental reimbursement expenses incurred by you for the rental of an "auto" because of a covered physical damage "loss" to an owned covered "auto". Such payment applies in addition to the otherwise applicable amount of physical damage coverage you have on a covered "auto". No deductibles apply to this coverage. B. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending with the earlier of the return or repair of the covered "auto", or the exhaustion of the coverage limit. C. Our payment is limited to the lesser of the following amounts: 1. Necessary and actual expenses incurred; or 2. $30 per day with a maximum of $900 in any one period. AC 84 07 11 17 © 2017 Liberty Mutual Insurance Page 7 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. D. This coverage does not apply: 1. While there are spare or reserve "autos" available to you for your operations; or 2. If coverage is provided by another endorsement attached to this policy. E. If a covered 'loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under Paragraph A.4. Coverage Extensions of SECTION III — PHYSICAL DAMAGE COVERAGE of the Business Auto Coverage Form or Section VI I of this endorsement. XX. NOTICE OF CANCELLATION OR NONRENEWAL A. Paragraph A.2. of the COMMON POLICY CONDITIONS is changed to: 2. We may cancel or non -renew this policy by mailing written notice of cancellation or non -renewal to the Named Insured, and to any name(s) and address(es) shown in the Cancellation and Non -renewal Schedule: a. For reasons of non-payment, the greater of: (1) 10 days; or (2) The number of days specified in any other Cancellation Condition attached to this policy; or b. For reasons other than non-payment, the greater of: (1) 60 days; (2) The number of days shown in the Cancellation and Non -renewal Schedule; or (3) The number of days specified in any other Cancellation Condition attached to this policy, prior to the effective date of the cancellation or non -renewal. B. All other terms of Paragraph A. of the COMMON POLICY CONDITIONS, and any amendments thereto, remain in full force and effect. XXI. LOAN/LEASE PAYOFF COVERAGE The following is added to Paragraph C. Limits Of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGE: In the event of a total "loss" to a covered "auto" of the private passenger type shown in the schedule or declarations for which Collision and Comprehensive Coverage apply, we will pay any unpaid amount due on the lease or loan for that covered "auto", less: 1. The amount paid under the PHYSICAL DAMAGE COVERAGE SECTION of the policy; and 2. Any: a. Overdue lease/loan payments at the time of the "loss"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor; d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and AC 84 07 11 17 © 2017 Liberty Mutual Insurance Page 8 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. e. Carry-over balances from previous loans or leases. This coverage is limited to a maximum of $1,500 for each covered "auto". XXILLIMITED MEXICO COVERAGE WARNING AUTO ACCIDENTS IN MEXICO ARE SUBJECT TO THE LAWS OF MEXICO ONLY - NOT THE LAWS OF THE UNITED STATES OF AMERICA. THE REPUBLIC OF MEXICO CONSIDERS ANY AUTO ACCIDENT A CRIMINAL OFFENSE AS WELL AS A CIVIL MATTER. IN SOME CASES THE COVERAGE PROVIDED UNDER THIS ENDORSEMENT MAY NOT BE RECOGNIZED BY THE MEXICAN AUTHORITIES AND WE MAY NOT BE ALLOWED TO IMPLEMENT THIS COVERAGE AT ALL IN MEXICO. YOU SHOULD CONSIDER PURCHASING AUTO COVERAGE FROM A LICENSED MEXICAN INSURANCE COMPANY BEFORE DRIVING INTO MEXICO. THIS ENDORSEMENT DOES NOT APPLY TO ACCIDENTS OR LOSSES WHICH OCCUR BEYOND 25 MILES FROM THE BOUNDARY OF THE UNITED STATES OF AMERICA. A. Coverage 1. Paragraph B.7. of SECTION IV - BUSINESS AUTO CONDITIONS is amended by the addition of the following: The coverage territory is extended to include Mexico but only if all of the following criteria are met: a. The "accidents" or "loss" occurs within 25 miles of the United States border; and b. While on a trip into Mexico for 10 days or less. 2. For coverage provided by this section of the endorsement, Paragraph B.5. Other Insurance in SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: The insurance provided by this endorsement will be excess over any other collectible insurance. B. Physical Damage Coverage is amended by the addition of the following: If a 'loss" to a covered "auto" occurs in Mexico, we will pay for such 'loss" in the United States. If the covered "auto" must be repaired in Mexico in order to be driven, we will not pay more than the actual cash value of such 'loss" at the nearest United States point where the repairs can be made. C. Additional Exclusions The following additional exclusions are added: This insurance does not apply: 1. If the covered "auto" is not principally garaged and principally used in the United States. 2. To any "insured" who is not a resident of the United States. XXIII. WAIVER OF SUBROGATION Paragraph A.5. in SECTION IV - BUSINESS AUTO CONDITIONS does not apply to any person or organization where the Named Insured has agreed, by written contract executed prior to the date of "accident', to waive rights of recovery against such person or organization. AC 84 07 11 17 © 2017 Liberty Mutual Insurance Page 9 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Premium Liability Included Physical Damage Included Total Premium Included XVII. Drive Other Car Name of Individual N/A XX. Notice of Cancellation or Nonrenewal Name and Address N/A Iq/_1 1 Schedule MP UM UIM COMP COLL Number of Days AC 84 07 11 17 © 2017 Liberty Mutual Insurance Page 10 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS5-Z91-473667-021 Issued by LM Insurance Corporation THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NEW YORK AUTO ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. Newly Acquired or Formed Organizations II. Employees as Insureds III. Lessor - Additional Insured and Loss Payee IV. Supplementary Payments - Increased Limits V. Fellow Employee Coverage VI. Personal Property of Others VI 1. Additional Transportation Expense and Cost to Recover Stolen Auto V i l 1. Airbag Coverage IX. Tapes, Records and Discs Coverage X. Physical Damage Deductible - Single Deductible XI. Physical Damage Deductible - Glass XII. Physical Damage Deductible - Vehicle Tracking System XIII. Duties in Event of Accident, Claim, Suit or Loss XIV. Unintentional Failure to Disclose Hazards XV. Worldwide Liability Coverage - Hired and Nonowned Autos XVI. Hired Auto Physical Damage XVII. Auto Medical Payments Coverage Increased Limits XVIII. Drive Other Car Coverage - Broadened Coverage for Designated Individuals XIX. Rental Reimbursement Coverage XX. Notice of Cancellation or Nonrenewal XXI. Limited Mexico Coverage XXII. Waiver of Subrogation I. NEWLY ACQUIRED OR FORMED ORGANIZATIONS Throughout this policy, the words "you" and "your" also refer to any organization you newly acquire or form, other than a partnership or joint venture, and over which you maintain ownership of more than 50 percent interest, provided: A. There is no similar insurance available to that organization; B. Unless you notify us to add coverage to your policy, the coverage under this provision is afforded only until: 1. The 90th day after you acquire or form the organization; or 2. The end of the policy period, whichever is earlier; and C. The coverage does not apply to an "accident' which occurred before you acquired or formed the organization. II. EMPLOYEES AS INSUREDS Paragraph A.1. Who Is An Insured of SECTION II - COVERED AUTOS LIABILITY COVERAGE is amended to add the following: AC 84 44 11 17 © 2017 Liberty Mutual Insurance Page 1 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Your "employee" is an "insured" while using with your permission a covered "auto" you do not own, hire or borrow in your business or your personal affairs. III. LESSOR - ADDITIONAL INSURED AND LOSS PAYEE A. Any "leased auto" will be considered an "auto" you own and not an "auto" you hire or borrow. The coverages provided under this section apply to any "leased auto" until the expiration date of this policy or until the lessor or his or her agent takes possession of the 'leased auto" whichever occurs first. B. For any "leased auto" that is a covered "auto" under SECTION II - COVERED AUTOS LIABILITY COVERAGE, subparagraph A.1., Who Is An Insured provision is changed to include as an "insured" the lessor of the "leased auto". However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: 1. You; 2. Any of your "employees" or agents; or 3. Any person, except the lessor or any "employee" or agent of the lessor, operating a "leased auto" with the permission of any of the above. C. Loss Payee Clause 1. We will pay, as interests may appear, you and the lessor of the "leased auto" for "loss" to the covered "leased auto". 2. The insurance covers the interest of the lessor of the "leased auto" unless the 'loss" results from fraudulent acts or omissions on your part. 3. If we make any payment to the lessor of a "leased auto", we will obtain his or her rights against any other party. D. Cancellation 1. If we cancel the policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2. If you cancel the policy, we will mail notice to the lessor. 3. Cancellation ends this agreement. E. The lessor is not liable for payment of your premiums. F. For purposes of this endorsement, the following definitions apply: "Leased auto" means an "auto" which you lease for a period of six months or longer for use in your business, including any "temporary substitute" of such "leased auto". "Temporary substitute" means an "auto" that is furnished as a substitute for a covered "auto" when the covered "auto" is out of service because of its breakdown, repair, servicing, "loss" or destruction. IV. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS Subparagraphs A.2.a.(2) and A.2.a.(4) of SECTION II - COVERED AUTOS LIABILITY COVERAGE are deleted and replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. AC 84 44 11 17 © 2017 Liberty Mutual Insurance Page 2 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. V. FELLOW EMPLOYEE COVERAGE A. Exclusion B.5. of SECTION II - COVERED AUTOS LIABILITY COVERAGE does not apply. B. For the purpose of Fellow Employee Coverage only, Paragraph B.5. of SECTION IV - BUSINESS AUTO CONDITIONS is changed as follows: This Fellow Employee Coverage is excess over any other collectible insurance. VI. PERSONAL PROPERTY OF OTHERS Exclusion 6. in SECTION II - COVERED AUTOS LIABILITY COVERAGE for a covered "auto" is amended to add the following: This exclusion does not apply to "property damage" or "covered pollution cost or expense" involving "personal property" of your "employees" or others while such property is carried by the covered "auto". The Limit of Insurance for this coverage is $5,000 per "accident". Payment under this coverage does not increase the Limit of Insurance. For the purpose of this section of this endorsement, "personal property" is defined as any property that is not used in the individual's trade or business or held for the production or collection of income. VII. ADDITIONAL TRANSPORTATION EXPENSE AND COST TO RECOVER STOLEN AUTO A. Paragraph AA.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows: The amount we will pay is increased to $50 per day and to a maximum limit of $1,000. B. Paragraph AA.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: If your business is shown in the Declarations as something other than an auto dealership, we will also pay up to $1,000 for reasonable and necessary costs incurred by you to return a stolen covered "auto" from the place where it is recovered to its usual garaging location. VIII. AIRBAG COVERAGE Exclusion B.3.a. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: This exclusion does not apply to the accidental discharge of an airbag. IX. TAPES, RECORDS AND DISCS COVERAGE Exclusion BA.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following: a. Tapes, records, discs or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment except when the tapes, records, discs or other similar audio, visual or data electronic devices: (1) Are your property or that of a family member; and (2) Are in a covered "auto" at the time of "loss". The most we will pay for "loss" is $200. No Physical Damage Coverage deductible applies to this coverage. AC 84 44 11 17 © 2017 Liberty Mutual Insurance Page 3 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. X. PHYSICAL DAMAGE DEDUCTIBLE - SINGLE DEDUCTIBLE Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following: D. Deductible For each covered "auto", our obligation to pay for, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. When two or more covered "autos" sustain "loss" in the same collision, the total of all the "loss" for all the involved covered "autos" will be reduced by a single deductible, which will be the largest of all the deductibles applying to all such covered "autos". XI. PHYSICAL DAMAGE DEDUCTIBLE - GLASS Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: No deductible applies to "loss" to glass if you elect to patch or repair it rather than replace it. XII. PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add: Any Comprehensive Coverage Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global positioning device and that device was the method of recovery of the vehicle. For private passenger type "autos", the deductible for Comprehensive Coverage will not be less than $50. XIII. DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Subparagraphs A.2.a. and A.2.b. of SECTION IV - BUSINESS AUTO CONDITIONS are changed to: a. In the event of "accident", claim, "suit" or "loss", your insurance manager or any other person you designate must notify us as soon as reasonably possible of such "accident", claim, "suit" or "loss". Such notice must include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. Knowledge of an "accident", claim, "suit" or "loss" by your agent, servant or "employee" shall not be considered knowledge by you unless you, your insurance manager or any other person you designate has received notice of the "accident", claim, "suit" or "loss" from your agent, servant, or "employee". b. Additionally, you and any other involved "insured" must: (1) Assume no obligation, make no payment or incur no expense without our consent, except at the "insured's" own cost. (2) As soon as reasonably possibly, send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or "suit". (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit". (4) Authorize us to obtain medical records or other pertinent information. AC 84 44 11 17 © 2017 Liberty Mutual Insurance Page 4 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (5) Submit to examination, at our expense, by physicians of our choice, as often as we reasonably require. XIV. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. in SECTION IV - BUSINESS AUTO CONDITIONS is amended to add the following: Any unintentional failure to disclose all exposures or hazards existing as of the effective date of the Business Auto Coverage Form or at any time during the policy period will not invalidate or adversely affect the coverage for such exposure or hazard. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery. XV. WORLDWIDE LIABILITY COVERAGE - HIRED AND NONOWNED AUTOS Condition B.7. in SECTION IV - BUSINESS AUTO CONDITIONS is amended to add the following: For "accidents" resulting from the use or operation of covered "autos" you do not own, the coverage territory means all parts of the world subject to the following provisions: a. If claim is made or "suit" is brought against an "insured" outside of the United States of America, its territories and possessions, Puerto Rico and Canada, we shall have the right, but not the duty to investigate, negotiate, and settle or defend such claim or "suit' even if the allegations of the "suit" are groundless or fraudulent. If we do not exercise that right, the "insured" shall have the duty to investigate, negotiate, and settle or defend the claim or "suit' and we will reimburse the "insured" for the expenses reasonably incurred in connection with the investigation, settlement or defense. Reimbursement will be paid in the currency of the United States of America at the rate of exchange prevailing on the date of reimbursement. The "insured" shall provide us with such information we shall reasonably request regarding such claim or "suit" and its investigation, negotiation, and settlement or defense. The "insured" shall not agree to any settlement of the claim or "suit' without our consent. We shall not unreasonably withhold consent. We are not licensed to write insurance outside of the United States of America, its territories or possessions, Puerto Rico and Canada. We will not furnish certificates of insurance or other evidence of insurance you may need for the purpose of complying with the laws of other countries relating to auto insurance. Failure to comply with the auto insurance laws of other countries may result in fines or penalties. This insurance does not apply to such fines or penalties. XVI. HIRED AUTO PHYSICAL DAMAGE If no deductibles are shown in the Declarations for Physical Damage Coverage for Hired or Borrowed Autos, the following will apply: A. We will pay for 'loss" under Comprehensive and Collision coverages to a covered "auto" of the private passenger type hired without an operator for use in your business: 1. The most we will pay for coverage afforded by this endorsement is the lesser of: a. The actual cost to repair or replace such covered "auto" with other property of like kind and quality; or b. The actual cash value of such covered "auto" at the time of the "loss". AC 84 44 11 17 © 2017 Liberty Mutual Insurance Page 5 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 2. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". 3. If a repair or replacement results in better than like kind or quality, we will not pay for the amount of the betterment. B. For each covered "auto", our obligation to pay for, return or replace the covered "auto" will be reduced by any deductible shown in the Declarations that applies to private passenger "autos" that you own. If no applicable deductible is shown in the Declarations, the deductible will be $250. If the Declarations show other deductibles for Physical Damage Coverages for Hired or Borrowed Autos, this Section XVI of this endorsement does not apply. C. Paragraph AA.b. of SECTION III - PHYSICAL DAMAGE COVERAGE is replaced by the following: b. Loss of Use Expenses For Hired Auto Physical Damage provided by this endorsement, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a private passenger vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use expenses caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay under this coverage is $30 per day, subject to a maximum of $900. XVII. AUTO MEDICAL PAYMENTS COVERAGE - INCREASED LIMITS For any covered "loss", the Limit of Insurance for Auto Medical Payments will be double the limit shown in the Declarations if the "insured" was wearing a seat belt at the time of the "accident". This is the maximum amount we will pay for all covered medical expenses, regardless of the number of covered "autos", "insureds", premiums paid, claims made, or vehicles involved in the "accident". If no limit of insurance for Auto Medical Payments is shown on the Declarations, this paragraph Section XVII of this endorsement does not apply. XVIII. DRIVE OTHER CAR COVERAGE - BROADENED COVERAGE FOR DESIGNATED INDIVIDUALS A. This endorsement amends only those coverages indicated with an "X" in the Drive Other Car section of the Schedule to this endorsement. B. SECTION II - COVERED AUTOS LIABILITY COVERAGE is amended as follows: 1. Any "auto" you don't own, hire or borrow is a covered "auto" for Liability Coverage while being used by any individual named in the Drive Other Car section of the Schedule to this endorsement or by his or her spouse while a resident of the same household except: a. Any "auto" owned by that individual or by any member of his or her household; or b. Any "auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos". AC 84 44 11 17 © 2017 Liberty Mutual Insurance Page 6 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 2. The following is added to Who Is An Insured: Any individual named in the Drive Other Car section of the Schedule to this endorsement and his or her spouse, while a resident of the same household, are "insureds" while using any covered "auto" described in Paragraph B.1. of Section XVIII of this endorsement. C. Auto Medical Payments, Uninsured Motorist, and Underinsured Motorist Coverages are amended as follows: The following is added to Who Is An Insured: Any individual named in the Drive Other Car section of the Schedule to this endorsement and his or her "family members" are "insured" while "occupying" or while a pedestrian when struck by any "auto" you don't own except: Any "auto" owned by that individual or by any "family member". D. SECTION III - PHYSICAL DAMAGE COVERAGE is changed as follows: Any private passenger type "auto" you don't own, hire or borrow is a covered "auto" while in the care, custody or control of any individual named in the Drive Other Car section of the Schedule to this endorsement or his or her spouse while a resident of the same household except: 1. Any "auto" owned by that individual or by any member of his or her household; or 2. Any "auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos". E. For purposes of this endorsement, SECTION V - DEFINITIONS is amended to add the following: "Family member" means a person related to the individual named in the Drive Other Car section of the Schedule to this endorsement by blood, marriage or adoption who is a resident of the individual's household, including a ward or foster child. XIX. RENTAL REIMBURSEMENT COVERAGE A. For any owned covered "auto" for which Collision and Comprehensive Coverages are provided, we will pay for rental reimbursement expenses incurred by you for the rental of an "auto" because of a covered physical damage "loss" to an owned covered "auto". Such payment applies in addition to the otherwise applicable amount of physical damage coverage you have on a covered "auto". No deductibles apply to this coverage. B. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending with the earlier of the return or repair of the covered "auto", or the exhaustion of the coverage limit. C. Our payment is limited to the lesser of the following amounts: 1. Necessary and actual expenses incurred; or 2. $30 per day with a maximum of $900 in any one period. D. This coverage does not apply: 1. While there are spare or reserve "autos" available to you for your operations; or 2. If coverage is provided by another endorsement attached to this policy. AC 84 44 11 17 © 2017 Liberty Mutual Insurance Page 7 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. E. If a covered "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under Paragraph 4. Coverage Extension of SECTION III — PHYSICAL DAMAGE COVERAGE of the Business Auto Coverage Form or Section VI I of this endorsement. XX. NOTICE OF CANCELLATION OR NONRENEWAL A. Paragraph A.2. of the COMMON POLICY CONDITIONS is changed to: 2. We may cancel or non -renew this policy by mailing written notice of cancellation or non -renewal to the Named Insured, and to any name(s) and address(es) shown in the Cancellation and Non -renewal Schedule: a. For reasons of non-payment, the greater of: (1) 10 days; or (2) The number of days specified in any other Cancellation Condition attached to this policy; or b. For reasons other than non-payment, the greater of: (1) 60 days; (2) The number of days shown in the Cancellation and Non -renewal Schedule; or (3) The number of days specified in any other Cancellation Condition attached to this policy; prior to the effective date of the cancellation or non -renewal. B. All other terms of Paragraph A. of the COMMON POLICY CONDITIONS, and any amendments thereto, remain in full force and effect. XXI. LIMITED MEXICO COVERAGE WARNING AUTO ACCIDENTS IN MEXICO ARE SUBJECT TO THE LAWS OF MEXICO ONLY - NOT THE LAWS OF THE UNITED STATES OF AMERICA. THE REPUBLIC OF MEXICO CONSIDERS ANY AUTO ACCIDENT A CRIMINAL OFFENSE AS WELL AS A CIVIL MATTER. IN SOME CASES THE COVERAGE PROVIDED UNDER THIS ENDORSEMENT MAY NOT BE RECOGNIZED BY THE MEXICAN AUTHORITIES AND WE MAY NOT BE ALLOWED TO IMPLEMENT THIS COVERAGE AT ALL IN MEXICO. YOU SHOULD CONSIDER PURCHASING AUTO COVERAGE FROM A LICENSED MEXICAN INSURANCE COMPANY BEFORE DRIVING INTO MEXICO. THIS ENDORSEMENT DOES NOT APPLY TO ACCIDENTS OR LOSSES WHICH OCCUR BEYOND 25 MILES FROM THE BOUNDARY OF THE UNITED STATES OF AMERICA. A. Coverage 1. Paragraph B.7. of SECTION IV - BUSINESS AUTO CONDITIONS is amended by the addition of the following: The coverage territory is extended to include Mexico but only if all of the following criteria are met: a. The "accidents" or "loss" occurs within 25 miles of the United States border; and b. While on a trip into Mexico for 10 days or less. AC 84 44 11 17 © 2017 Liberty Mutual Insurance Page 8 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 2. For coverage provided by this Section of the endorsement, Paragraph B.5. Other Insurance in SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: The insurance provided by this endorsement will be excess over any other collectible insurance. B. Physical Damage Coverage is amended by the addition of the following: If a 'loss" to a covered "auto" occurs in Mexico, we will pay for such "loss" in the United States. If the covered "auto" must be repaired in Mexico in order to be driven, we will not pay more than the actual value, of such "loss" at the nearest United States point where the repairs can be made. C. Additional Exclusions The following additional exclusions are added: This insurance does not apply: 1. If the covered "auto" is not principally garaged and principally used in the United States. 2. To any "insured" who is not a resident of the United States. XXII. WAIVER OF SUBROGATION Paragraph A.5 in SECTION IV - BUSINESS AUTO CONDITIONS does not apply to any person or organization where the Named Insured has agreed, by written contract executed prior to the date of "accident", to waive rights of recovery against such person or organization. AC 84 44 11 17 © 2017 Liberty Mutual Insurance Page 9 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Schedule Premium Liability Included Physical Damage Included Total Premium Included XVIII. Drive Other Car LIAB MP UM UIM COMP COLL Name of Individual N/A XX. Notice of Cancellation or Nonrenewal Name and Address Number of Days N/A AC 84 44 11 17 © 2017 Liberty Mutual Insurance Page 10 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS5-Z91-473667-021 Issued by LM Insurance Corporation THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. VIRGINIA AUTO ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. Supplementary Payments - Increased Limits II. Personal Property of Others III. Additional Transportation Expense IV. Airbag Coverage V. Physical Damage Deductible - Single Deductible VI. Physical Damage Deductible - Glass VII. Physical Damage Deductible -Vehicle Tracking System Vill. Worldwide Liability Coverage - Hired and Nonowned Autos IX. Virginia Medical Expense Benefits - Increased Limits X. Waiver of Subrogation I. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS Subparagraph A.2.a.(2) and A.2.a.(4) of SECTION II - LIABILITY COVERAGE are replaced by the following: (2) Up to $3,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including the actual loss of earnings up to $500 a day because of time off from work. II. PERSONAL PROPERTY OF OTHERS Exclusion 6. in SECTION II - LIABILITY COVERAGE for a covered "auto" is amended by adding the following: This exclusion does not apply to "property damage" involving "personal property" of your "employees" or others while such property is carried by the covered "auto". The Limit of Insurance for this coverage is $5,000 per "accident". Payment under this coverage does not increase the Limit of Insurance. For the purpose of this section of this endorsement, "personal property" is defined as any property that is not used in the individual's trade or business or held for the production or collection of income. III. ADDITIONAL TRANSPORTATION EXPENSE Paragraph A.4. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows: The amount we will pay is increased to $50 per day and to a maximum limit of $1,000. IV. AIRBAG COVERAGE Exclusion B.3.a. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: This exclusion does not apply to the accidental discharge of an airbag. AC 84 45 09 17 © 2017 Liberty Mutual Insurance. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc.., with its permission. V. PHYSICAL DAMAGE DEDUCTIBLE - SINGLE DEDUCTIBLE Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is replaced by the following: D. Deductible For each covered "auto," our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. When two or more covered "autos" sustain 'loss" in the same collision, the total of all the 'loss" for all the involved covered "autos" will be reduced by a single deductible, which will be the largest of all the deductibles applying to all such covered "autos". However, if you would receive a higher payment if the separate deductible applicable to each covered "auto" were applied, such higher payment will apply. VI. PHYSICAL DAMAGE DEDUCTIBLE - GLASS Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: No deductible applies to 'loss" to glass if you elect to patch or repair it rather than replace it. VII. PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: Any Comprehensive Coverage Deductible shown in the Declarations will be reduced by 50% for any 'loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global positioning device and that device was the method of recovery of the vehicle. VIII. WORLDWIDE LIABILITY COVERAGE - HIRED AND NONOWNED AUTOS Condition B.7. in SECTION IV - BUSINESS AUTO CONDITIONS is amended by adding the following: For "accidents" resulting from the use or operation of covered "autos" you do not own, the coverage territory means all parts of the world subject to the following provisions: a. If claim is made or "suit" is brought against an "insured" outside of the United States of America, its territories and possessions, Puerto Rico and Canada, we shall have the right, but not the duty to investigate, negotiate, and settle or defend such claim or "suit'. If we do not exercise that right, the "insured" shall have the duty to investigate, negotiate, and settle or defend the claim or "suit' and we will reimburse the "insured" for the expenses reasonably incurred in connection with the investigation, settlement or defense. Reimbursement will be paid in the currency of the United States of America at the rate of exchange prevailing on the date of reimbursement. The "insured" shall provide us with such information we shall reasonably request regarding such claim or "suit" and its investigation, negotiation, and settlement or defense. The "insured" shall not agree to any settlement of the claim or "suit' without our consent. We shall not unreasonably withhold consent. b. We are not licensed to write insurance outside of the United States of America, its territories or possessions, Puerto Rico and Canada. We will not furnish certificates of insurance or other evidence of insurance you may need for the purpose of complying with the laws of other countries relating to auto insurance. Failure to comply with the auto insurance laws of other countries may result in fines or penalties. This insurance does not apply to such fines or penalties. AC 84 45 09 17 © 2017 Liberty Mutual Insurance. Page 2 of 3 Includes copyrighted material of Insurance Services Office, Inc.., with its permission. IX. VIRGINIA MEDICAL EXPENSE BENEFITS - INCREASED LIMITS For any covered "loss", the Limit of Insurance for Virginia Medical Expense Benefits will be double the limit shown in the Declarations if the "insured" was wearing a seat belt at the time of the "accident'. This is the maximum amount we will pay for all covered medical expenses, regardless of the number of covered "autos", "insureds", premiums paid, claims made, or vehicles involved in the "accident'. If no limit of insurance for Virginia Medical Expense Benefits is shown on the Declarations, this paragraph Section IX of this endorsement does not apply. X. WAIVER OF SUBROGATION Paragraph A.5. in SECTION IV - BUSINESS AUTO CONDITIONS does not apply to any person or organization where the Named Insured has agreed, by written contract executed prior to the date of "accident", to waive rights of recovery against such person or organization. Schedule Premium: Liability Included Physical Damage Included Total Premium Included AC 84 45 09 17 © 2017 Liberty Mutual Insurance. Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc.., with its permission. Policy Number AS5-Z91-473667-021 Issued by LM Insurance Corporation THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WASHINGTON AUTO ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. Newly Acquired or Formed Organizations II. Employees as Insureds III. Lessor - Additional Insured and Loss Payee IV. Supplementary Payments - Increased Limits V. Fellow Employee Coverage VI. Personal Property of Others VI 1. Additional Transportation Expense and Cost to Recover Stolen Auto VIII. Airbag Coverage IX. Tapes, Records and Discs Coverage X. Physical Damage Deductible - Single Deductible XI. Physical Damage Deductible - Glass XII. Physical Damage Deductible - Vehicle Tracking System XIII. Duties in Event of Accident, Claim, Suit or Loss XIV. Unintentional Failure to Disclose Hazards XV. Worldwide Liability Coverage - Hired and Nonowned Autos XVI. Hired Auto Physical Damage XVII. Auto Medical Payments Coverage Increased Limits XVIII. Drive Other Car Coverage - Broadened Coverage for Designated Individuals XIX. Rental Reimbursement Coverage XX. Notice of Cancellation or Nonrenewal XXI. Loan/Lease Payoff Coverage XXII. Limited Mexico Coverage XXIII. Waiver of Subrogation I. NEWLY ACQUIRED OR FORMED ORGANIZATIONS Throughout this policy, the words "you" and "your" also refer to any organization you newly acquire or form, other than a partnership or joint venture, and over which you maintain ownership of more than 50 percent interest, provided: A. There is no similar insurance available to that organization; B. Unless you notify us to add coverage to your policy, the coverage under this provision is afforded only until: 1. The 90th day after you acquire or form the organization; or 2. The end of the policy period, whichever is earlier; and C. The coverage does not apply to an "accident" which occurred before you acquired or formed the organization. AC 84 94 11 17 © 2017 Liberty Mutual Insurance Page 1 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. II. EMPLOYEES AS INSUREDS Paragraph A.1. Who Is An Insured of SECTION II - COVERED AUTOS LIABILITY COVERAGE is amended to add the following: Your "employee" is an "insured" while using with your permission a covered "auto" you do not own, hire or borrow in your business or your personal affairs. III. LESSOR - ADDITIONAL INSURED AND LOSS PAYEE A. Any "leased auto" will be considered an "auto" you own and not an "auto" you hire or borrow. The coverages provided under this section apply to any 'leased auto" until the expiration date of this policy or until the lessor or his or her agent takes possession of the 'leased auto" whichever occurs first. B. For any "leased auto" that is a covered "auto" under SECTION II - COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured provision is changed to include as an "insured" the lessor of the "leased auto". However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: 1. You. 2. Any of your "employees" or agents; or 3. Any person, except the lessor or any "employee" or agent of the lessor, operating a 'leased auto" with the permission of any of the above. C. Loss Payee Clause 1. We will pay, as interests may appear, you and the lessor of the "leased auto" for "loss" to the covered "leased auto". 2. The insurance covers the interest of the lessor of the 'leased auto" unless the "loss" results from fraudulent acts or omissions on your part. 3. If we make any payment to the lessor of a 'leased auto", we will obtain his or her rights against any other party. D. Cancellation 1. If we cancel the policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2. If you cancel the policy, we will mail notice to the lessor. 3. Cancellation ends this agreement. E. The lessor is not liable for payment of your premiums. F. For purposes of this endorsement, the following definitions apply: "Leased auto" means an "auto" which you lease for a period of six months or longer for use in your business, including any "temporary substitute" of such 'leased auto". "Temporary substitute" means an "auto" that is furnished as a substitute for a covered "auto" when the covered "auto" is out of service because of its breakdown, repair, servicing, "loss" or destruction. AC 84 94 11 17 © 2017 Liberty Mutual Insurance Page 2 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. IV. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS Subparagraphs A.2.a.(2) and A.2.a.(4) of SECTION II - COVERED AUTOS LIABILITY COVERAGE are deleted and replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. V. FELLOW EMPLOYEE COVERAGE A. Exclusion B.5. of SECTION II - COVERED AUTOS LIABILITY COVERAGE does not apply. B. For the purpose of Fellow Employee Coverage only, Paragraph B.5. of SECTION IV - BUSINESS AUTO CONDITIONS is changed as follows: This Fellow Employee Coverage is excess over any other collectible insurance. VI. PERSONAL PROPERTY OF OTHERS Exclusion 6. in SECTION II - COVERED AUTOS LIABILITY COVERAGE for a covered "auto" is amended to add the following: This exclusion does not apply to "property damage" or "covered pollution cost or expense" involving "personal property" of your "employees" or others while such property is carried by the covered "auto". The Limit of Insurance for this coverage is $5,000 per "accident". Payment under this coverage does not increase the Limit of Insurance. For the purpose of this section of this endorsement, "personal property" is defined as any property that is not used in the individual's trade or business or held for the production or collection of income. VII. ADDITIONAL TRANSPORTATION EXPENSE AND COST TO RECOVER STOLEN AUTO A. Paragraph AA.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows: The amount we will pay is increased to $50 per day and to a maximum limit of $1,000. B. Paragraph AA.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: If your business is shown in the Declarations as something other than an auto dealership, we will also pay up to $1,000 for reasonable and necessary costs incurred by you to return a stolen covered "auto" from the place where it is recovered to its usual garaging location. VIII. AIRBAG COVERAGE Exclusion B.3.a. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: This exclusion does not apply to the accidental discharge of an airbag. IX. TAPES, RECORDS AND DISCS COVERAGE Exclusion B.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following: a. Tapes, records, discs or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment except when the tapes, records, discs or other similar audio, visual or data electronic devices: AC 84 94 11 17 © 2017 Liberty Mutual Insurance Page 3 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (1) Are your property or that of a family member; and (2) Are in a covered "auto" at the time of "loss". The most we will pay for "loss" is $200. No Physical Damage Coverage deductible applies to this coverage. X. PHYSICAL DAMAGE DEDUCTIBLE - SINGLE DEDUCTIBLE Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following: D. Deductible For each covered "auto", our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. When two or more covered "autos" sustain "loss" in the same collision, the total of all the "loss" for all the involved covered "autos" will be reduced by a single deductible, which will be the largest of all the deductibles applying to all such covered "autos". XI. PHYSICAL DAMAGE DEDUCTIBLE — GLASS Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: No deductible applies to "loss" to glass if you elect to patch or repair it rather than replace it. XII. PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add: Any Comprehensive Coverage Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global positioning device and that device was the method of recovery of the vehicle. XIII. DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Subparagraphs A.2.a. and A.2.b. of SECTION IV- BUSINESS AUTO CONDITIONS are changed to: a. In the event of "accident", claim, "suit" or "loss", your insurance manager or any other person you designate must notify us as soon as reasonably possible of such "accident", claim, "suit" or "loss". Such notice must include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. Knowledge of an "accident", claim, "suit" or "loss" by your agent, servant or "employee" shall not be considered knowledge by you unless you, your insurance manager or any other person you designate has received notice of the "accident", claim, "suit" or "loss" from your agent, servant or "employee". b. Additionally, you and any other involved "insured" must: (1) Assume no obligation, make no payment or incur no expense without our consent, except at the "insured's" own cost. AC 84 94 11 17 © 2017 Liberty Mutual Insurance Page 4 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (2) Immediately send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or "suit". (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit". (4) Authorize us to obtain medical records or other pertinent information. (5) Submit to examination, at our expense, by physicians of our choice, as often as we reasonably require. XIV. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. in SECTION IV - BUSINESS AUTO CONDITIONS is amended to add the following: Any unintentional failure to disclose all exposures or hazards existing as of the effective date of the Business Auto Coverage Form or at any time during the policy period will not invalidate or adversely affect the coverage for such exposure or hazard. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery. XV. WORLDWIDE LIABILITY COVERAGE - HIRED AND NONOWNED AUTOS Condition B.7. in SECTION IV - BUSINESS AUTO CONDITIONS is amended to add the following: For "accidents" resulting from the use or operation of covered "autos" you do not own, the coverage territory means all parts of the world subject to the following provisions: a. If claim is made or "suit" is brought against an "insured" outside of the United States of America, its territories and possessions, Puerto Rico and Canada, we shall have the right, but not the duty to investigate, negotiate, and settle or defend such claim or "suit". If we do not exercise that right, the "insured" shall have the duty to investigate, negotiate, and settle or defend the claim or "suit" and we will reimburse the "insured" for the expenses reasonably incurred in connection with the investigation, settlement or defense. Reimbursement will be paid in the currency of the United States of America at the rate of exchange prevailing on the date of reimbursement. The "insured" shall provide us with such information we shall reasonably request regarding such claim or "suit" and its investigation, negotiation, and settlement or defense. The "insured" shall not agree to any settlement of the claim or "suit' without our consent. We shall not unreasonably withhold consent. b. We are not licensed to write insurance outside of the United States of America, its territories or possessions, Puerto Rico and Canada. We will not furnish certificates of insurance or other evidence of insurance you may need for the purpose of complying with the laws of other countries relating to auto insurance. Failure to comply with the auto insurance laws of other countries may result in fines or penalties. This insurance does not apply to such fines or penalties. XVI. HIRED AUTO PHYSICAL DAMAGE If no deductibles are shown in the Declarations for Physical Damage Coverage for Hired or Borrowed Autos, the following will apply: A. We will pay for 'loss" under Comprehensive and Collision coverages to a covered "auto" of the private passenger type hired without an operator for use in your business AC 84 94 11 17 © 2017 Liberty Mutual Insurance Page 5 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 1. The most we will pay for coverage afforded by this endorsement is the lesser of: a. The actual cost to repair or replace such covered "auto" with other property of like kind and quality; or b. The actual cash value of such covered "auto" at the time of the "loss". 2. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total 'loss". 3. We may deduct for betterment for parts normally subject to repair and replacement during the useful life of the "auto". In this event, deductions shall be limited to the lesser of: a. An amount equal to the proportion that the expired life of the part to be repaired or replaced bears to the normal useful life of that part; or b. The amount which the resale value of the "auto" is increased from the repair or replacement. B. For each covered "auto", our obligation to pay for, repair, return or replace the covered "auto" will be reduced by any deductible shown in the Declarations that applies to private passenger "autos" that you own. If no applicable deductible is shown in the Declarations, the deductible will be $250. If the Declarations show other deductibles for Physical Damage Coverages for Hired or Borrowed Autos, this Section XVI of this endorsement does not apply. C. Paragraph AA.b. of SECTION III - PHYSICAL DAMAGE COVERAGE is replaced by the following: b. Loss of Use Expenses For Hired Auto Physical Damage provided by this endorsement, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a private passenger vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use expenses caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay under this coverage is $30 per day, subject to a maximum of $900 XVII. AUTO MEDICAL PAYMENTS COVERAGE - INCREASED LIMITS For any covered "loss", the Limit of Insurance for Auto Medical Payments will be double the limit shown in the Declarations if the "insured" was wearing a seat belt at the time of the "accident'. This is the maximum amount we will pay for all covered medical expenses, regardless of the number of covered "autos", "insureds", premiums paid, claims made, or vehicles involved in the "accident'. If no limit of insurance for Auto Medical Payments is shown on the Declarations, this paragraph Section XVII of this endorsement does not apply. XVIII. DRIVE OTHER CAR COVERAGE - BROADENED COVERAGE FOR DESIGNATED INDIVIDUALS A. This endorsement amends only those coverages indicated with an "X" in the Drive Other Car section of the Schedule to this endorsement. AC 84 94 11 17 © 2017 Liberty Mutual Insurance Page 6 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. B. SECTION II - COVERED AUTOS LIABILITY COVERAGE is amended as follows: 1. Any "auto" you don't own, hire or borrow is a covered "auto" for Liability Coverage while being used by any individual named in the Drive Other Car section of the Schedule to this endorsement or by his or her spouse while a resident of the same household except: a. Any "auto" owned by that individual or by any member of his or her household; or b. Any "auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos". 2. The following is added to Who Is An Insured: Any individual named in the Drive Other Car section of the Schedule to this endorsement and his or her spouse, while a resident of the same household, are "insureds" while using any covered "auto" described in Paragraph B.1. of this endorsement. C. Auto Medical Payments, Uninsured Motorist, and Underinsured Motorist Coverages are amended as follows: The following is added to Who Is An Insured: Any individual named in the Drive Other Car section of the Schedule to this endorsement and his or her "family members" are "insured" while "occupying" or while a pedestrian when struck by any "auto" you don't own except: Any "auto" owned by that individual or by any "family member". D. SECTION III - PHYSICAL DAMAGE COVERAGE is changed as follows: Any private passenger type "auto" you don't own, hire or borrow is a covered "auto" while in the care, custody or control of any individual named in the Drive Other Car section of the Schedule to this endorsement or his or her spouse while a resident of the same household except: 1. Any "auto" owned by that individual or by any member of his or her household; or 2. Any "auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos". E. For purposes of this endorsement, SECTION V - DEFINITIONS is amended to add the following: "Family member" means a person related to the individual named in the Drive Other Car section of the Schedule to this endorsement by blood, marriage or adoption who is a resident of the individual's household, including a ward or foster child. XIX. RENTAL REIMBURSEMENT COVERAGE A. For any owned covered "auto" for which Collision and Comprehensive Coverages are provided, we will pay for rental reimbursement expenses incurred by you for the rental of an "auto" because of a covered physical damage "loss" to an owned covered "auto". Such payment applies in addition to the otherwise applicable amount of physical damage coverage you have on a covered "auto". No deductibles apply to this coverage. B. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending with the earlier of the return or repair of the covered "auto", or the exhaustion of the coverage limit. C. Our payment is limited to the lesser of the following amounts: 1. Necessary and actual expenses incurred; or AC 84 94 11 17 © 2017 Liberty Mutual Insurance Page 7 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 2. $30 per day with a maximum of $900 in anyone period. D. This coverage does not apply: 1. While there are spare or reserve "autos" available to you for your operations; or 2. If coverage is provided by another endorsement attached to this policy. E. If a covered 'loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under Paragraph A.4. Coverage Extensions of SECTION III — PHYSICAL DAMAGE COVERAGE of the Business Auto Coverage Form or Section VI I of this endorsement. XX. NOTICE OF CANCELLATION OR NONRENEWAL A. Paragraph A.2. of the COMMON POLICY CONDITIONS is changed to: 2. We may cancel or non -renew this policy by mailing written notice of cancellation or non -renewal to the Named Insured, and to any name(s) and address(es) shown in the Cancellation and Non -renewal Schedule: a. For reasons of non-payment, the greater of: (1) 10 days; or (2) The number of days specified in any other Cancellation Condition attached to this policy; or b. For reasons other than non-payment, the greater of: (1) 60 days; (2) The number of days shown in the Cancellation and Non -renewal Schedule; or (3) The number of days specified in any other Cancellation Condition attached to this policy, prior to the effective date of the cancellation or non -renewal. B. All other terms of Paragraph A. of the COMMON POLICY CONDITIONS, and any amendments thereto, remain in full force and effect. XXI. LOAN/LEASE PAYOFF COVERAGE The following is added to Paragraph C. Limits Of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGE: In the event of a total "loss" to a covered "auto" of the private passenger type shown in the schedule or declarations for which Collision and Comprehensive Coverage apply, we will pay any unpaid amount due on the lease or loan for that covered "auto", less: 1. The amount paid under the PHYSICAL DAMAGE COVERAGE SECTION of the policy; and 2. Any: a. Overdue lease/loan payments at the time of the "loss"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor; AC 84 94 11 17 © 2017 Liberty Mutual Insurance Page 8 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. This coverage is limited to a maximum of $1,500 for each covered "auto". XXII.LIMITED MEXICO COVERAGE WARNING AUTO ACCIDENTS IN MEXICO ARE SUBJECT TO THE LAWS OF MEXICO ONLY - NOT THE LAWS OF THE UNITED STATES OF AMERICA. THE REPUBLIC OF MEXICO CONSIDERS ANY AUTO ACCIDENT A CRIMINAL OFFENSE AS WELL AS A CIVIL MATTER. IN SOME CASES THE COVERAGE PROVIDED UNDER THIS ENDORSEMENT MAY NOT BE RECOGNIZED BY THE MEXICAN AUTHORITIES AND WE MAY NOT BE ALLOWED TO IMPLEMENT THIS COVERAGE AT ALL IN MEXICO. YOU SHOULD CONSIDER PURCHASING AUTO COVERAGE FROM A LICENSED MEXICAN INSURANCE COMPANY BEFORE DRIVING INTO MEXICO. THIS ENDORSEMENT DOES NOT APPLY TO ACCIDENTS OR LOSSES WHICH OCCUR BEYOND 25 MILES FROM THE BOUNDARY OF THE UNITED STATES OF AMERICA. A. Coverage 1. Paragraph B.7. of SECTION IV - BUSINESS AUTO CONDITIONS is amended by the addition of the following: The coverage territory is extended to include Mexico but only if all of the following criteria are met: a. The "accidents" or "loss" occurs within 25 miles of the United States border; and b. While on a trip into Mexico for 10 days or less. 2. For coverage provided by this section of the endorsement, Paragraph B.5. Other Insurance in SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: The insurance provided by this endorsement will be excess over any other collectible insurance. B. Physical Damage Coverage is amended by the addition of the following: If a 'loss" to a covered "auto" occurs in Mexico, we will pay for such 'loss" in the United States. If the covered "auto" must be repaired in Mexico in order to be driven, we will not pay more than the actual cash value of such 'loss" at the nearest United States point where the repairs can be made. C. Additional Exclusions The following additional exclusions are added: This insurance does not apply: 1. If the covered "auto" is not principally garaged and principally used in the United States. 2. To any "insured" who is not a resident of the United States. XXIII. WAIVER OF SUBROGATION Paragraph A.5. in SECTION IV - BUSINESS AUTO CONDITIONS does not apply to any person or organization where the Named Insured has agreed, by written contract executed prior to the date of "accident", to waive rights of recovery against such person or organization. AC 84 94 11 17 © 2017 Liberty Mutual Insurance Page 9 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Premium Liability Included Physical Damage Included Total Premium Included XVII. Drive Other Car Name of Individual N/A XX. Notice of Cancellation or Nonrenewal Name and Address N/A LIAB Schedule MP UM UIM COMP COLL Number of Days AC 84 94 11 17 © 2017 Liberty Mutual Insurance Page 10 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. NOTICE OF CANCELLATION TO THIRD PARTIES A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule below. We will send notice to the email or mailing address listed below at least 10 days, or the number of days listed below, if any, before cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured. B. This advance notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. Schedule Name of Other Person(s) / Email Address or mailing address: Number Days Notice: Organization(s): Per Schedule on file with the Per Schedule on file with the 30 Company Company All other terms and conditions of this policy remain unchanged. Issued by The First Liberty Insurance Corporation 27359 For attachment to Policy No. WC6-Z91-473667-011 Effective Date Premium $ Issued to JCI Jones Chemicals, Inc. WM 90 18 06 11 © 2011, Liberty Mutual Group. All Rights Reserved. Page 1 of 1 Ed. 06/01 /2011 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Not applicable in NH Schedule Where required by contract or written agreement prior to loss and allowed by law. In the state of Florida, the premium charge is 1 % of the total manual premium, subject to a minimum premium of $250 per policy. In the states of Indiana, Michigan and North Carolina, the premium charge is 2% of the total manual premium, subject to a minimum premium of $100 per policy. In the state of New York, the premium charge is 2% of the total manual premium, subject to a minimum premium of $250 per policy. In the state of Virginia, the premium charge is 5% of the total manual premium, subject to a minimum premium of $250 per policy. Effective Date WC 00 0313 Ed. 04/01/1984 © 1983 National Council on Compensation Insurance. Premium$ Endorsement No. Page 1 of 1 Issued by The First Liberty Insurance Corporation 27359 For attachment to Policy No. WC6-Z91-473667-012 Issued to JCI Jones Chemicals, Inc. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due on such remuneration. Schedule Additional premium is a percent of the California Manual Workers Compensation premium. Subject to a minimum premium charge of $250 per policy Person or Organization Where required by contract or written agreement prior to loss and allowed by law. Issued by The First Liberty Insurance Corporation 27359 Any For attachment to Policy No. WC6-Z91-473667-012 Effective Date Issued to JCI Jones Chemicals, Inc. WC 0403 06 R1 Ed. 08/01/2013 Job Description Premium$ Endorsement No. Page 1 of 1 Endorsement Title Additional Insured Primary and Non-Contributory Amendatory Endorsement Named Insured JCI Jones Chemicals, Inc. Endorsement Number 039 Policy Form GAPLESS Policy Number ENVP0000380-22 Policy Period 11/15/2022 to 11/15/2023 Enviant Endorsement Number GAP 10 05 7/1/2019 Issued by Certain Underwriters at Lloyd’s, London/ Hudson Excess Insurance Company Effective Date of Endorsement 11/15/2022 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY AMENDATORY ENDORSEMENT Solely with respect to §I. COVERAGES, Section 1. COMMERCIAL GENERAL LIABILITY AND POLLUTION LIABILITY, Coverage 1A - General Liability and Section 2. OTHER LIABILITY COVERAGES, Coverage 2A - Personal and Advertising Injury the Policy is amended as follows: SCHEDULE Name of Additional Insured Person(s) or Organization(s) Blanket where required by written insured contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. 1. The person(s) or organization(s) shown in the Schedule above are insureds under §III. WHO IS AN INSURED Paragraph F. of this Policy subject to all of the terms and condition of such paragraph. 2. Notwithstanding §VI. CONDITIONS, Paragraph I. Other Insurance, with respect to the insurance afforded to the additional insureds added by this Endorsement, this Policy shall be pr imary to, and non- contributory with, any other insurance available to that person or organization when required by written insured contract. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. Endorsement Title Waiver of Subrogation Specific Entity Condition Amendatory Endorsement Named Insured JCI Jones Chemicals, Inc. Endorsement Number 038 Policy Form GAPLESS Policy Number ENVP0000380-22 Policy Period 11/15/2022 to 11/15/2023 Enviant Endorsement Number GAP 10 31 6/1/2016 Issued by Certain Underwriters at Lloyd’s, London/ Hudson Excess Insurance Company Effective Date of Endorsement 11/15/2022 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF SUBROGATION SPECIFIC ENTITY CONDITION AMENDATORY ENDORSEMENT It is hereby agreed that §VI. CONDITIONS Paragraph O. Subrogation is deleted in its entirety and replaced with the following: O. Subrogation If the insured has rights to recover all or part of any payment we have made under this Policy, those rights are transferred to us and the insured shall not do anything to impair such rights. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. Any amounts so recovered by us shall be allocated first to the expenses incurred in such recovery prorated in accordance with each interested party's share in the total recovery, then to the insured to the extent of any Deductible it actually has paid and any payments it actually has made in excess of the applicable Limits of Liability, and last to us to the extent of our payment under this Policy. However, if the insured has waived rights of recovery against any person or organization, including the person or organization scheduled below, in a written insured contract prior to a claim or loss, we also waive such right of recovery we may have under this Policy against such person or organization. Schedule of Person(s) or Organization(s): Blanket where required by written insured contract ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED.