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HomeMy WebLinkAboutAgreement - Advantage Mailing, LLC (DBA Casey Printing)City of Gilroy Agreement/Contract Tracking Today’s Date: September 30, 2024 Your Name: Adam Henig Contract Type: Other (Non-Standard contracts must be reviewed by the City Administrator prior to initiating) Phone Number: 408-846-0577 Contract Effective Date: (Date contract goes into effect) 10/15/2024 Contract Expiration Date: 8/31/2026 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) Advantage Mailing, LLC (DBA Casey Printing) Contract Subject: (no more than 100 characters) Printer of Recreation Guide Contract Amount: (Total Amount of contract. If no amount, leave blank) 39115 By submitting this form, I confirm this information is complete: ➢ Date of Contract ➢ Contractor/Consultant name and complete address ➢ Terms of the agreement (start date, completion date or “until project completion”, cap of compensation to be paid) ➢ Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached ➢ Taxpayer ID or Social Security # and Contractors License # if applicable ➢ Contractor/Consultant signer’s name and title ➢ City Administrator or Department Head Name, City Clerk (Attest), City Attorney (Approved as to Form) Routing Steps for Electronic Signature Risk Manager City Attorney Approval As to Form City Administrator or Department Head City Clerk Attestation Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 This form is utilized to record three (3) price quotations for items or services under $100,000 and for Single/Sole Source, emergency purchase, or non-procurement of lowest quoted price explanations. This form is to be attached to the Purchase Requisition and forwarded to Purchasing. Purchasing Coordinator will obtain City Administator approval when purchase is over $50,000. Make sure you have the proper approval before a standard agreement is circulated/executed. REQUISITION OR PURCHASE ORDER NUMBER ITEM DESCRIPTION: Printing of six recreation guides: Winter-Spring 2025, Spring-Summer 2025, Fall 2025, Winter-Spring 2026, Spring-Summer 2026, Fall 2026 PRICE QUOTATIONS VENDOR NAME Folgers Graphics DATE CONTACTED 09/05/24 ADDRESS 21093 Forbes Avenue Hayward, CA TELEPHONE 510-887-1115 INDIVIDUAL CONTACTED Carlos Armenta PRICE QUOTED PRICE GOOD TO REMARKS CITY BUSINESS LICENSE # VENDOR NAME Casey Printing DATE CONTACTED 09/05/24 ADDRESS 398 East San Antonio Drive King City, CA 93930 TELEPHONE INDIVIDUAL CONTACTED Todd Hermosillo PRICE QUOTED PRICE GOOD TO REMARKS Printer has been utilized before CITY BUSINESS LICENSE # VENDOR NAME Think DATE CONTACTED 09/05/24 ADDRESS 4944 Windplay Drive El Dorado Hills, CA 95762 TELEPHONE INDIVIDUAL CONTACTED David Detres PRICE QUOTED PRICE GOOD TO REMARKS See comments below CITY BUSINESS LICENSE # Is product Environmentally Preferable Purchasing Policy (EPP) compliant?YES___NO__X__ If yes, explain: (EPP Policy can be found G:\cityinfo\MISCINFO) EXPLANATION (FOR SOLE or SINGLE SOURCE, EMERGENCY, OR NON-PROCUREMENT OF LOWEST QUOTED PRICE) D Prepared by:Adam Henig DATE Approved by:DATE DEPARTMENT HEAD APPROVAL FOR PURCHASES BETWEEN $1,000 - $50,000 Approved by:DATE CITY ADMINISTRATOR APPROVAL FOR PURCHASES ABOVE $50,000 G:\CITYINFO\FORMS\PURCHSG\Purchasing Summary Form (3 Quotes).xls PURCHASING SUMMARY FORM N/A N/A 06/01/24 12500163 None 831-385-3222 37,498.00$ 35,560.00$ 16623286 916-554-0100 See explanation Think provided four quotes, each one with a different rate. The rates varied according to paper type and number of pages (12 or 20). However, it was not indicated for which guide (i.e., 2025 fall, 2026 winter-spring, etc.) the quotes were for. Due to the ambiguity of Think's quote, staff is concerned about their ability to deliver the product efficiently and in a timely manner. Both Folgers and Casey provided clear and concise quotes. Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 9/30/2024 10/7/2024 -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts over $5,000 – NON-DESIGN, NON-ENGINEERING TYPE CONTRACTOR) This AGREEMENT made this 30th day of September, 2024, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: Advantage Mailing, LLC (DBA Casey Printing)., having a principal place of business at 398 E SAN ANTONIO DR, KING CITY CA, 93930. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on October 15, 2024 and will continue in effect through August 31, 2026 unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall terminate this Agreement regardless of any other provision stated herein. ______ Initial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONTRACTOR is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. Both parties acknowledge that CONTRACTOR is not an employee for state or federal tax purposes. CONTRACTOR shall not be entitled to any of the rights or benefits afforded to CITY’S employees, including, without limitation, disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONTRACTOR shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR A. Specific Services CONTRACTOR agrees to: Perform the services as outlined in Exhibit “A” (“Specific Provisions”) and Exhibit “B” (“Scope of Services”), within the time periods described in Exhibit “C” (“Milestone Schedule”). B. Method of Performing Services CONTRACTOR shall determine the method, details and means of performing the above-described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONTRACTOR’S services. Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 -2- 4835-2267-0361v1 LAC\04706083 C. Employment of Assistants CONTRACTOR may, at the CONTRACTOR’S own expense, employ such assistants as CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONTRACTOR’S assistants in the performance of those services. CONTRACTOR assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONTRACTOR shall perform the services required by this Agreement at any place or location and at such times as CONTRACTOR shall determine is necessary to properly and timely perform CONTRACTOR’S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay CONTRACTOR the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event however shall the total compensation paid to CONTRACTOR exceed $39,116.00. B. Invoices CONTRACTOR shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit “D”. No payment will be made unless CONTRACTOR has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit “A”, Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONTRACTOR of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONTRACTOR shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONTRACTOR, all fees, fines, licenses, bonds or taxes required of or imposed against CONTRACTOR and all other of CONTRACTOR’S costs of doing business. CITY shall not be responsible for any expenses incurred by CONTRACTOR in performing services for CITY, except for those expenses constituting “direct expenses” referenced on Exhibit “A.” Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 -3- 4835-2267-0361v1 LAC\04706083 ARTICLE 5. OBLIGATIONS OF CONTRACTOR A. Tools and Instrumentalities CONTRACTOR shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY. B. Workers’ Compensation CONTRACTOR agrees to provide workers’ compensation insurance for CONTRACTOR’S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys’ fees, arising out of any injury, disability, or death of any of CONTRACTOR’S employees. C. Indemnification of Liability, Duty to Defend As to all liability, to the fullest extent permitted by law, CONTRACTOR shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, arising or resulting directly or indirectly from any act or omission of CONTRACTOR or CONTRACTOR’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONTRACTOR shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non-owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof. As a condition precedent to CITY’S obligations under this Agreement, CONTRACTOR shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 -4- 4835-2267-0361v1 LAC\04706083 E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONTRACTOR is not CITY’S employee, CONTRACTOR shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONTRACTOR’S payments; • CITY will not make state or federal unemployment insurance contributions on CONTRACTOR’S behalf; • CITY will not withhold state or federal income tax from payment to CONTRACTOR; • CITY will not make disability insurance contributions on behalf of CONTRACTOR; • CITY will not obtain workers’ compensation insurance on behalf of CONTRACTOR. ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR’S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONTRACTOR. Such assignment shall not release CONTRACTOR from any of CONTRACTOR’S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of CONTRACTOR’s Business/ Death of CONTRACTOR. CONTRACTOR shall notify CITY of the proposed sale of CONTRACTOR’s business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONTRACTOR set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY’ receipt of such notice of sale. Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 -5- 4835-2267-0361v1 LAC\04706083 If CONTRACTOR is an individual, this Agreement shall be deemed automatically terminated upon death of CONTRACTOR. B. Termination by City for Default of CONTRACTOR Should CONTRACTOR default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY’S option, may terminate this Agreement by giving written notification to CONTRACTOR. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONTRACTOR’S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONTRACTOR’S breach of any of its representations, warranties or covenants contained in this Agreement. CONTRACTOR shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C” which have been fully, competently and timely rendered by CONTRACTOR. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR’S default in the performance of this Agreement or material breach by CONTRACTOR of any of its provisions, then in addition to any other rights and remedies CITY may have, CONTRACTOR shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONTRACTOR for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed-Upon Payments Should CITY fail to pay CONTRACTOR all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONTRACTOR, at the CONTRACTOR’S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONTRACTOR to CITY. D. Transition after Termination Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. CONTRACTOR shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONTRACTOR’s duties by any new CONTRACTOR hired by the CITY to complete such services. Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 -6- 4835-2267-0361v1 LAC\04706083 ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONTRACTOR shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 (“the Act”) in its current form and as it may be amended from time to time. CONTRACTOR shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONTRACTOR shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys’ fees, that may arise out of any violations of the Act by the CONTRACTOR, its subcontractors, or the officers, employees, agents or representatives of either. C. Attorneys’ Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONTRACTOR shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONTRACTOR agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 -7- 4835-2267-0361v1 LAC\04706083 F. Conflict of Interest CONTRACTOR certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONTRACTOR for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit “A”, Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 -8- 4835-2267-0361v1 LAC\04706083 L. Waiver CONTRACTOR agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONTRACTOR: CITY: Advantage Mailing, LLC CITY OF GILROY By: By: Name: Todd Hermosillo Name: Bryce Atkins Title: Sales Represenative Title: Assistant to City Administrator Social Security or Taxpayer Identification Number 33-0986140 Approved as to Form ATTEST: City Attorney City Clerk Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “A” SPECIFIC PROVISIONS I. PROJECT MANAGER CONTRACTOR shall provide the services indicated on the attached Exhibit “B”, Scope of Services (“Services”). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONTRACTOR agrees to assign Todd Hermosillo, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONTRACTOR shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED/COMPLETION OF SERVICE A. NOTICE TO PROCEED CONTRACTOR shall commence the Services upon delivery to CONTRACTOR of a written “Notice to Proceed”, which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Adam Henig shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONTRACTOR or if otherwise delivered as provided in the Section V.H. (“Notices”) of this Exhibit “A”. B. COMPLETION OF SERVICES When CITY determines that CONTRACTOR has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONTRACTOR written Notice of Final Acceptance, and CONTRACTOR shall not incur any further costs hereunder. CONTRACTOR may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONTRACTOR has not completed all of such Services as required by this Agreement, CITY shall so inform CONTRACTOR within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit “C”. IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONTRACTOR as provided for in Article 4 of this Agreement. Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 -2- 4835-2267-0361v1 LAC\04706083 Direct expenses are charges and fees not included in Exhibit “B”. CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONTRACTOR shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONTRACTOR represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONTRACTOR’S representations and warranties regarding its skills, qualifications and licenses. CONTRACTOR shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well-organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONTRACTOR CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONTRACTOR shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY’S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR’S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years (from the date of final payment to CONTRACTOR), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONTRACTOR, all of which shall be made available to CITY at the CITY’s offices within five (5) business days after CITY’s request. Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 -3- 4835-2267-0361v1 LAC\04706083 D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONTRACTOR and all other written and oral information developed or received by or for CONTRACTOR and all other written and oral information submitted to CONTRACTOR in connection with the performance of this Agreement shall be held confidential by CONTRACTOR and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONTRACTOR which is otherwise known to CONTRACTOR or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONTRACTOR’S disclosure thereof) shall be deemed confidential. CONTRACTOR shall not use CITY’S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY’S CREDIT. Under no circumstances shall CONTRACTOR have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONTRACTOR may retain and use copies thereof subject to Section V.D of this Exhibit “A”. CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONTRACTOR shall not be responsible for, and City shall indemnify CONTRACTOR from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 -4- 4835-2267-0361v1 LAC\04706083 H. NOTICES. Notices are to be sent as follows: CITY: Adam Henig, Recreation Manager City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONTRACTOR: Todd Hermosillo, Sales Representative Advantage Mailing, LLC 398 E. San Antonio Drive King City, CA 93930 I. FEDERAL FUNDING REQUIREMENTS. If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 1. DBE Program CONTRACTOR shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City-adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONTRACTOR warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONTRACTOR, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES Contractor will print the following issues of the Gilroy Recreation Guide: 2025 Winter/Spring - 12 Pages (8 inside pages with 4-page glossy wrap) 2025 Spring/Summer - 20 pages (16 inside pages with 4-page glossy wrap) 2025 Fall - 12 Pages (8 inside pages with 4-page glossy wrap) 2026 Winter/Spring - 12 Pages (8 inside pages with 4-page glossy wrap) 2026 Spring/Summer - 20 pages (16 inside pages with 4-page glossy wrap) 2026 Fall - 12 Pages (8 inside pages with 4-page glossy wrap) Each guide will consist of the following: Quantity: 21,400 Finished Size: 8.25” x 10.5” Paper Stock: 70# 4 Page Gloss Cover and HiBrite inside pages Color: All Pages 4 Color Bindery: Saddle Stitch and Trim Mailing EDDM Mailing Delivery: Included to Gilroy PO and Recreation Office. The specific dates of when the City will submit its PDF ready copy and expect delivery to/from the CONTRACTOR will be determined in advanced of the printing of the subsequent guide. Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE Below is the timeline for the three seasons of production of the Recreation Guide for 2025-2026. The specific dates of when the City will submit its PDF ready copy and expect delivery to/from the Contractor will be determined in advanced of the printing of the subsequent guide. 2025 Winter/Spring (printed in November 2024) 2025 Spring/Summer (March 2025) 2025 Fall (August 2025) 2026 Winter/Spring (November 2025) 2026 Spring/Summer (March 2026) 2026 Fall (August 2026) Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE The CONTRACTOR will provide an invoice upon completion of the seasonal Recreation Guide. Payment will be issued 30 net days after the delivery is received. The fee for printing the Recreation Guide is as follows: 2025 Winter-Spring: $5,720.00 2025 Spring-Summer: $6,134.00 2025 Fall: $5,720.00 2026 Winter-Spring: $5,777.00 2026 Spring-Summer: $6,318.00 2026 Fall: $5,891.00 *Given the market fluctuations of paper price, the City will set aside 10% for each guide: 2025 Winter-Spring: $572.00 2025 Spring-Summer: $613.40 2025 Fall: $572.00 2026 Winter-Spring: $577.70 2026 Spring-Summer: $631.80 2026 Fall: $589.10 Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 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 9/21/2024 Burnham WGB Insurance Solutions CA Insurance License 0F69771 15901 Red Hill Avenue Tustin CA 92780 Rhonda Wafer 714-824-8305 714-573-1770 rhonda.wafer@wgbib.com Lloyd's of London 15792 ADVAN31 Arch Insurance Company 11150AdvantageMailing,LLC dba:Casey Printing 1600 N.Kraemer Blvd.,Anaheim,CA 92806 Anaheim CA 92806 Hanover Insurance Company 22292 Great American Insurance Compa 16691 Allmerica Financial Benefit In 41840 1884391749 C X 1,000,000 X 100,000 10,000 1,000,000 2,000,000 X ZH3H315510 7/15/2024 7/15/2025 Included E 1,000,000 X X X AW3H315550 7/15/2024 7/15/2025 C X X 2,000,000UH3H3155197/15/2024 7/15/2025 2,000,000 X 0 B XZAWCI18031057/1/2024 7/1/2025 1,000,000 1,000,000 1,000,000 A D Advertising &Communications Liab Crime CR-168955 SAAE6163840300 1/14/2024 9/28/2023 1/14/2025 9/28/2024 $3,000,000 Limit $10,000,000 Limit $50K Retention $100K Deductible Excess Professional Liability -Policy Number:SGX2201005-03-Effective:1/14/24 to 1/14/25 -Limit:$4,000,000 -Carrier:Capitol Specialty Insurance Corporation 2nd Layer Excess Professional Liability -Policy Number:652403884-Effective:1/14/24 to 1/14/25 -Limit:$3,000,000 -Carrier:Columbia Casualty Company Network Security &Privacy -Policy Number:H24NGP212984-02 -Effective:1/14/24 to 1/14/25 -Limit:$5,000,000 -Retention $100,000 -Carrier:Houston Casualty Company Certificate holder is named as additional insured on the General Liability per attached form 421-2915 615 as required by written contract subject to the terms and conditions of the policy. See Attached... City of Gilroy 7351 Rosanna Street Gilroy CA 95020 United States Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: ADVAN31 1 1 Burnham WGB Insurance Solutions Advantage Mailing,LLC dba:Casey Printing 1600 N.Kraemer Blvd.,Anaheim,CA 92806 Anaheim CA 92806 25 CERTIFICATE OF LIABILITY INSURANCE Certificate holder is named as additional insured on the Auto per attached form 461-0478 12 12 as required by written contract subject to the terms and conditions of the policy. Primary and Non-Contributory applies on the General Liability per attached form 421-2915 615. Primary and Non-Contributory applies on the Auto Liability per attached form 461-0478 12 12. Waiver of Subrogation applies to the General Liability per attached form 421-2915 615. Waiver of Subrogation applies to the Auto Liability per attached form 4610155 9-97. Waiver of Subrogation applies to the Workers'Compensation per attached form WC000313. Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 Includes copyrighted material of Insurance Services Office, Inc. with its permission, Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. 1.CANCELLATION EXTENSION Paragraph A. CANCELLATION 2. b. of the COMMON POLICY CONDITIONS is replaced with the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. SECTION I - COVERED AUTOS 2.EMPLOYEE HIRED "AUTOS" Description Of Covered Auto Designation Symbols; Symbol 8 is replaced by the following: 8 = Hired "Autos" Only - Only those "autos" you lease, hire, rent or borrow; including "autos" your employee hires at your direction, for the purpose of conducting your business. This does not include any "auto" you lease, hire, rent, or borrow from any of your "employees" or partners or members of their households. SECTION II - LIABILITY COVERAGE 3.BROADENED NAMED INSURED The following is added to the SECTION II - LIABILITY COVERAGE, Paragraph 1. Who Is An Insured provision: d. Any business entity for which you have a financial interest greater than 50% of the voting stock or otherwise have a controlling interest after the effective date of this policy or that is newly acquired or formed by you during the term of this policy. The coverage provided by this provision is afforded until expiration or termination of this policy, whichever occurs earlier. The coverage provided by this provision does not apply to any business entity described in d. above that qualifies as an insured under any other automobile liability policy issued to that business entity as a named insured or would have been an insured except for the exhaustion of the policy limits or the insolvency of the insurer. The coverage provided by this provision does not apply to "bodily injury" nor "property damage" arising from an accident that occurred prior to your acquiring or forming the business entity described in d. above. Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) 4.EMPLOYEES AS INSUREDS The following is added to the SECTION II - LIABILITY COVERAGE, Paragraph 1. Who Is An Insured provision: e. Any employee of yours is an "insured" while using a covered "auto" you do not own, hire or borrow in your business or your personal affairs. 5.SUPPLEMENTARY PAYMENTS The following amends SECTION II - LIABILITY COVERAGE, Paragraph 2. Coverage Extensions provision: Paragraph (2) is replaced by the following: (2) Up to $2500 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. Paragraph (4) is replaced by the following: (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. 6.AMENDED FELLOW EMPLOYEE EXCLUSION The following is added to the SECTION II - LIABILITY COVERAGE, B. Exclusions Paragraph 5. Fellow Employee exclusion: This exclusion does not apply if the "bodily injury" arises from the use of a covered "auto" you own or hire. This coverage is excess over any other collectible insurance SECTION III - PHYSICAL DAMAGE COVERAGE. 7.EXPENSE OF RETURNING A STOLEN "AUTO" and SIGN COVERAGE The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, A.1. COVERAGE: d.Expense Of Returning A Stolen "Auto" We will pay for the expense of returning a covered "auto" to you. e.Sign Coverage We will pay for loss to signs, murals, paintings or graphics, as part of equipment, which are displayed on a covered "auto". The most we will pay for "loss" in any one "accident" is the lesser of: 1. The actual cash value of the property as of the time of the "loss"; or 2. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality; or 3. $2,000. 8.GLASS BREAKAGE DEDUCTIBLE The following is added to SECTION III- PHYSICAL DAMAGE COVERAGE A. COVERAGE paragraph 3. Glass Breakage - Hitting a Bird or Animal - Falling Objects or Missiles: Any deductible shown in the Declarations as applicable to the Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) covered "auto" will not apply to glass breakage if such glass is repaired, rather than replaced. 9.TRANSPORTATION EXPENSE Paragraph 4. Coverage Extension. of SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE is replaced with the following: 4.Coverage Extension We will pay up to $50 per day to a maximum of $1500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 24 hours after the theft and ending, regardless of the policy’s expiration, when the covered "auto" is returned to use or we pay for its "loss". 10.HIRED AUTO PHYSICAL DAMAGE The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE: 5.Hired Auto Physical Damage If hired "autos" are covered "autos" for Liability Coverage and if Physical Damage Coverage of Comprehensive, Specified Causes of Loss, or Collision is provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverage(s) provided is extended to "autos" you hire without a driver or your employee hires, without a driver, at your direction, for the purpose of conducting your business, for a period of 30 days or less, of like kind and use as the "autos" you own, subject to the following: The most we will pay for any one loss is the lesser of the following: a. $50,000 per accident, or b. cash value, or c. the cost of repair, minus the deductible equal to the lowest deductible applicable to any owned "auto" for that coverage. Any deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. Subject to the limit and deductible stated above, we will provide coverage equal to the broadest coverage provided to any covered "auto" you own, that is applicable to the loss. If the loss arises from an accident for which you are legally liable and the lessor incurs an actual financial loss from that accident, we will cover the lessor’s actual financial loss of use of the hired "auto" for a period of up to seven consecutive days from the date of the accident, subject to a limit of $1,000 per accident. 11.AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE: 6.Audio, Visual and Data Electronic Equipment Coverage We will pay for "loss" to any electronic equipment that receives Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) or transmits audio, visual or data signals and that is not designed solely for the reproduction of sound. This coverage applies only if the equipment is permanently installed in the covered "auto" at the time of the "loss" or the equipment is removable from a housing unit which is permanently installed in the covered “auto’ at the time of the "loss", and such equipment is designed to be solely operated by use of the power from the "auto’s" electrical system, in or upon the covered "auto", including its antennas and other accessories. However , this does not include tapes, records or discs. The exclusions that apply to PHYSICAL DAMAGE COVERAGE, except for the exclusion relating to Audio, Visual and Data Electronic Equipment, also apply to coverage provided herein. In addition, the following exclusions apply: We will not pay , under this coverage, for either any electronic equipment or accessories used with such electronic equipment that is: 1. Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto’s" operating system; or 2. Both: a. An integral part of the same unit housing any sound reproducing equipment designed solely for the reproduction of sound if the sound reproducing equipment is permanently installed in the covered "auto", and b. Permanently installed in the opening of the dash or console normally used by the manufacturer for the installation of a radio. With respect to coverage herein, the LIMIT OF INSURANCE provision of PHYSICAL DAMAGE COVERAGE is replaced by the following: 1. The most we will pay for all "loss" to audio, visual or data electronic equipment and any accessories used with this equipment as a result of any one "accident" is the lesser of a. The actual cash value of the damaged or stolen property as of the time of the "loss"; or b. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality; or c. $500. 2. An adjustment for depreciation and physical condition will be made in determining actual cash value at the time of the "loss". 3. Deductibles applicable to PHYSICAL DAMAGE COVERAGE, do not apply to this Audio, Visual and Data Electronic Equipment Coverage. If there is other coverage provided by this policy for audio, visual and data electronic equipment, the coverage provided herein is Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) excess. However, you may elect to apply the limit or any portion thereof of coverage provided herein to pay any deductible that is applicable under the provisions of the other coverage. 12.RENTAL REIMBURSEMENT and MATERIAL TRANSFER EXPENSE The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE: 7.Rental Reimbursement and Material Transfer Expense This coverage provides only those Physical Damage Coverages where a premium is shown in the Declarations. It applies only to a covered "auto" described or designated to which the Physical Damage Coverages apply. We will pay for auto rental expenses and the expenses, incurred by you because of "loss" to a covered "auto", to remove and transfer your materials and equipment from the covered "auto" . Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto". No deductibles apply to this coverage. We will pay only for those auto rental expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy’s expiration, with the lesser of the following number of days: 1. The number of days reasonably required to repair or replace the covered “auto". If “loss” is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and transport it to a repair shop. 2. 60 days. Our payment is limited to the lesser of the following amounts: 1. Necessary and actual expenses incurred, including loss of use. 2. $3000. This auto rental expense coverage does not apply while there are spare or reserve "autos" available to you for your operations. If "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 the SECTION III - PHYSICAL DAMAGE COVERAGE, A. 4. Coverage Extension. 13.AIRBAG COVERAGE The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, paragraph 3. The portion of this exclusion relating to mechanical or electrical breakdown does not apply to the accidental discharge of an airbag. This coverage is excess of other collectible insurance or warranty. No deductible applies to this Airbag Coverage. Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) 14.AUTO LOAN PHYSICAL DAMAGE EXTENSION The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance provision: When a "loss" results in a total loss to a covered auto you own for which a Loss Payee is designated in this policy, the most we will pay for "loss" in any one "accident" is the greater of: 1. The actual cash value of the damaged or stolen property as of the time of the "loss"; or 2. The outstanding balance of the initial loan, less any amounts for taxes, overdue payments, overdue payment charges, penalties, interest , any charges for early termination of the loan, costs for Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan, and carry-over balances from previous loans. 15.AUTO LEASE PHYSICAL DAMAGE EXTENSION The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance provision: If, because of damage, destruction or theft of a covered "auto", which is a long-term leased "auto", the lease agreement between you and the lessor is terminated, "we" will pay the difference between the amount paid under paragraph C. LIMIT OF INSURANCE 1. or 2. and the amount due at the time of "loss" under the terms of the lease agreement applicable to the leased "auto" which you are required to pay: less any fees to dispose of the auto; any overdue payments; financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; security deposits not refunded by the lessor; cost for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan; and carry over balances from previous leases. This coverage applies only to the initial lease for the covered "auto" which has not previously been leased. This coverage is excess over all other collectible insurance. SECTION IV - CONDITIONS 16.DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The following is added to SECTION IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions, 2. Duties In The Event Of Accident, Claim, Suit Or Loss: d. Knowledge of any "accident", claim, "suit" or "loss" will be deemed knowledge by you when notice of such "accident", claim, "suit" or "loss" has been received by: (1) You, if you are an individual; (2) Any partner or insurance manager if you are a partnership; or (3) An executive officer or insurance manager if you are a corporation. 17.BLANKET WAIVER OF SUBROGATION Paragraph 5. Transfer Of Rights Of Recovery Against Others To Us, SECTION IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions is replaced by the following: Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) 5.Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, which have not been waived through the execution of an "insured contract", written agreement, or permit, prior to the "accident" or "loss" giving rise to the payment, those rights to recover damages from another are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after the "accident" or "loss" to impair them. 18.UNINTENTIONAL FAILURE TO DISCLOSE INFORMATION The following is added to SECTION IV BUSINESS AUTO CONDITIONS. B. General Conditions, paragraph 2. Concealment, Misrepresentation Or Fraud: Your unintentional error in disclosing, or failure to disclose, any material fact existing after the effective date of this Coverage Form shall not prejudice your rights under this Coverage Form. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or nonrenewal. 19. HIRED AUTO - WORLDWIDE COVERAGE The following is added to SECTION IV - Business Auto Conditions, B. General Conditions, paragraph 7. Policy Period, Coverage Territory provision: e. Outside the coverage territory described in a., b., c., and d. above for an "accident" or "loss" resulting from the use of a covered "auto" you hire, without a driver, or your employee hires without a driver, at your direction, for the purpose of conducting your business, for a period of 30 days or less, provided the suit is brought within The United States of America or its territories or possessions. SECTION V - DEFINITIONS 20.MENTAL ANGUISH Paragraph C. "Bodily injury", SECTION V - DEFINITIONS is replaced by the following: C. "Bodily injury" means bodily injury, sickness or disease sustained by a person including death or mental anguish resulting from any of these. Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 461-0478 12 12 Includes copyrighted material of ISO Insurance Services Office, Inc., with its permission THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED – PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. The following is added to SECTION II – LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured: Additional Insured if Required by Contract If you agree in a written contract, written agreement or written permit that a person or organization be added as an additional “insured” under this Coverage Part, such person or organization is an “insured”; but only to the extent that such person or organization qualifies as an “insured” under paragraph A.1.c. of this Section. If you agree in a written contract, written agreement or written permit that a person or organization be added as an additional “insured” under this Coverage Part, the most we will pay on behalf of such additional “insured” is the lesser of: (1) The Limits of Insurance for liability coverage specified in the written contract, written agreement or written permit; or (2) The Limits of Insurance for Liability Coverage shown in the Declarations applicable to this Coverage Part. Such amount shall be part of and not in addition to the Limits of Insurance shown in the Declarations applicable to this Coverage Part. Regardless of the number of covered "autos", "insureds", premiums paid, claims made or vehicles involved in the "accident", the most we will pay for the total of all damages and "covered pollution cost or expense" combined resulting from any one "accident" is the Limit of Insurance for Liability Coverage shown in the Declarations. B. The following is added to SECTION IV – BUSINESS AUTO CONDITIONS, Paragraph B. General Conditions, subparagraph 5. Other Insurance: Primary and Non-Contributory If you agree in a written contract, written agreement or written permit that the insurance provided to a person or organization who qualifies as an additional “insured” under SECTION II – LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured, subparagraph Additional Insured if Required by Contract is primary and non- contributory, the following applies: The liability coverage provided by this Coverage Part is primary to any other insurance available to the additional “insured” as a Named Insured. We will not seek contribution from any other insurance available to the additional “insured” except: (1) For the sole negligence of the additional “insured”; or (2) For negligence arising out of the ownership, maintenance or use of any “auto” not owned by the additional “insured” or by you, unless that “auto” is a “trailer” connected to an “auto” owned by the additional “insured” or by you; or (3) When the additional “insured” is also an additional “insured” under another liability policy. C. This endorsement will apply only if the “accident” occurs: 1. During the policy period; 2. Subsequent to the execution of the written contract or written agreement or the issuance of the written permit; and 3. Prior to the expiration of the period of time that the written contract, written agreement or written permit requires such insurance to be provided to the additional “insured”. D. Coverage provided to an additional “insured” will not be broader than coverage provided to any other “insured” under this Coverage Part. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Page 1 of 1 Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 421-2916 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 6 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Additional Insured – Broad Form Vendors Included 2. Aggregate Limit per Location Included 3. Alienated Premises Included 4. Broad Form Named Insured Included 5. Extended Property Damage Included 6. Incidental Malpractice (Employed nurses, EMT’s & paramedics) Included 7. Mobile Equipment Redefined Included 8. Personal Injury – Broad Form Included 9. Product Recall Expense - Product Recall Expense Each Occurrence Limit $25,000 - Product Recall Expense Aggregate Limit $50,000 - Product Recall Deductible $500 10. Property Damage Legal Liability – Broad Form - Fire, Lightning, Explosion, Smoke and Leakage from Fire Protective Systems Damage Limit $1,000,000 This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured – Broad Form Vendors The following is added to SECTION II – WHO IS AN INSURED: Additional Insured – Broad Form Vendors a. Any person or organization that is a vendor with whom you agreed in a written contract or written agreement to include as an additional insured under this Coverage Part is an insured, but only with respect to liability for “bodily injury” or “property damage” arising out of “your products” which are distributed or sold in the regular course of the vendor’s business. b. The insurance afforded to such vendor described above: (1) Only applies to the extent permitted by law; (2) Will not be broader than the insurance which you are required by the contract or agreement to provide for such vendor; (3) Will not be broader than coverage provided to any other insured; and (4) Does not apply if the “bodily injury”, “property damage” or “personal and advertising injury” is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto c. With respect to insurance afforded to such vendors, the following additional exclusions apply: The insurance afforded to the vendor does not apply to: (1) “Bodily injury” or “property damage” for which the vendor is obligated to pay damages by reasons of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 421-2916 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 6 testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the sale of the product; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; (8) “Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained within the exclusion in subparagraphs (4) or (6) above; or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (9) “Bodily injury” or “property damage” arising out of an “occurrence” that took place before you have signed the contract or agreement with the vendor. (10) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (11) Any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. d. With respect to the insurance afforded to these vendors, the following is added to SECTION III – LIMITS OF INSURANCE: The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance: 1. Required by the contract or agreement described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Aggregate Limit Per Location a. SECTION III – LIMITS OF INSURANCE, the General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. b. For purpose of this coverage only, the following is added to SECTION V – DEFINITIONS: "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a rail- road. 3. Alienated Premises SECTION I – COVERAGES, COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph j.(2) is replaced by the following: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. 4. Broad Form Named Insured If you are designated in the Declarations as anything other than an individual, then any organization: a. Over which you maintained a combined ownership interest of more than 50% on the effective date of this policy; b. That is not a partnership, joint venture or limited liability company; and c. That is not excluded by any endorsement to this policy, will qualify as a Named Insured if there is no other similar insurance available to that organization, or that would be available but for exhaustion of its limits. Any such organization will cease to qualify as a Named Insured as of the date during the policy period when the combined ownership interest of the Named Insureds in the organization equals or falls below 50%. 5. Extended Property Damage SECTION I – COVERAGES, COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph a. is replaced by the following: Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 421-2916 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 6 a. Expected Or Intended Injury Bodily injury” or “property damage” expected or intended from the standpoint of the insured. This exclusion does not apply to “bodily injury” or “property damage” resulting from the use of reasonable force to protect persons or property. 6. Incidental Malpractice – Employed Nurses, EMT's and Paramedics SECTION II – WHO IS AN INSURED, paragraph 2.a.(1)(d) does not apply to a nurse, emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. 7. Mobile Equipment Redefined SECTION V – DEFINITIONS, Definition 12. “Mobile Equipment”, paragraph f.(1) does not apply to self-propelled vehicles of less than 1,000 pounds gross vehicle weight. 8. Personal Injury – Broad Form a. SECTION I – COVERAGES, COVERAGE B – PERSONAL AND ADVERTISING INJURY LIABILITY, Paragraph 2. Exclusions, subparagraph e. is deleted. b. SECTION V – DEFINITIONS, Definition 14, “Personal and advertising injury” subparagraph b. is replaced by the following: b. Malicious prosecution or abuse of process. c. The following is added to SECTION V – DEFINITIONS, Definition 14. “Personal and advertising injury”: “Discrimination” (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such “discrimination” is: (1) Not done intentionally by or at the direction of: (a) The insured; (b) Any officer of the corporation, director, stockholder, partner or member of the insured; and (2) Not directly or indirectly related to an "employee", not to the employment, prospective employment or termination of any person or persons by an insured. d. The following is added to SECTION V – DEFINITIONS: “Discrimination” means the unlawful treatment of individuals based upon race, color, ethnic origin, gender, religion, age, or sexual preference. “Discrimination” does not include the unlawful treatment of individuals based upon developmental, physical, cognitive, mental, sensory or emotional impairment or any combination of these. e. This coverage does not apply if COVERAGE B – PERSONAL AND ADVERTISING INJURY LIABILITY is excluded either by the provisions of the Coverage Form or by endorsement. 9. Product Recall Expense a. SECTION I – COVERAGES, COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph n. is replaced by the following: n. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does not apply to "product recall expenses" that you incur for the "covered recall" of "your product". However, this exception to the exclusion does not apply to “product recall expenses” resulting solely from: (4) Failure of any products to accomplish their intended purpose; (5) Breach of warranties of fitness, quality, durability or performance; (6) Loss of customer approval, or any cost incurred to regain customer approval; (7) Redistribution or replacement of “your product” which has been recalled by like products or substitutes; (8) Caprice or whim of the insured; (9) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 421-2916 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 6 (10) Asbestos, including loss, damage or clean up resulting from asbestos or asbestos containing materials; (11) Recall of "your products” that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. b. The following is added to SECTION II – WHO IS AN INSURED, Paragraph 3. COVERAGE A does not apply to "product recall expense" arising out of any withdrawal or recall that occurred before you acquired or formed the organization. c. For the purposes of this endorsement only, the following is added to SECTION III – LIMITS OF INSURANCE: Product Recall Expense Limits of Insurance a. The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and rules stated below fix the most we will pay under this Product Recall Expense Coverage regardless of the number of: (1) Insureds: (2) “Covered Recalls” initiated: or (3) Number of “your products” withdrawn. b. The Product Recall Expense Aggregate Limit is the most we will reimburse you for the sum of all “product recall expenses” incurred for all “covered recalls” initiated during the policy period. c. The Product Recall Expense Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d. All “product recall expenses” in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one “occurrence”. e. Any amount reimbursed for “product recall expenses” in connection with any one “occurrence” will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of “product recall expenses” in connection with any other defect or deficiency. f. If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of “product recall expenses” to an amount that is less than the Product Recall Expense Each Occurrence Limit, the remaining Product Recall Expense Aggregate Limit is the most that will be available for reimbursement of “product recall expenses” in connection with any other defect or deficiency. g. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. d. The following is added to SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: You must take the following actions in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled, including a description of "your product" and the reason for the withdrawal or recall; and (2) Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 421-2916 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 6 e. The following definitions are added to SECTION V – DEFINITIONS: "Covered recall,” means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage". "Product recall expense" means: a. Necessary and reasonable expenses for: (1) Communications, including radio or television announcements or printed advertisements including stationery, envelopes and postage; (2) Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Remuneration paid to your regular "employees" for necessary overtime; (4) Hiring additional persons, other than your regular "employees"; (5) Expenses incurred by "employees" including transportation and ac- commodations; (6) Expenses to rent additional ware- house or storage space; (7) Disposal of “your product”, but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid “bodily injury” or “property damage” as a result of such disposal; You incur exclusively for the purpose of recalling “your product”; and b. Your lost profit resulting from such “covered recall”. f. This Product Recall Expense Coverage does not apply: (1) If the “products – completed operations hazard” is excluded from coverage under this Coverage Part including any endorsement thereto; or (2) To “product recall expense” arising out of any of “your products” that are otherwise excluded from coverage under this Coverage Part including endorsements thereto. 10. Property Damage Legal Liability – Broad Form a. SECTION I – COVERAGES, COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY, the last paragraph (after the exclusions) is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from fire protective systems to premises while rented to you or temporarily occupied by you with the permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION III – LIMITS OF INSURANCE. b. SECTION III – LIMITS OF INSURANCE, Paragraph 6. is replaced by the following: 6. Subject to Paragraph 5. above, The Damage to Premises Rented to You Limit is the most we will pay under COVERAGE A for damages because of "property damage" to any one premises from fire, lightning, explosion, smoke and leakage from fire protective systems to premises, while rented to you or temporarily occupied by you with permission of the owner. The Damage to Premises Rented to You Limit is the higher of: a. $1,000,000; or b. The Damage to Premises Rented to You Limit shown in the Declarations. This limit will apply to all damage caused by the same event, whether such damage results from fire, lightning, explosion, smoke, leakage from fire protective systems or any combination of any of these. c. SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other Insurance, subparagraph b. Excess Insurance, item (a)(ii) is replaced by the following: (ii) That is fire, lightning, explosion, smoke or leakage from fire protective systems insurance for premises rented to you or temporarily occupied by you with permission of the owner; or d. SECTION V – DEFINITIONS, Definition 9. "Insured contract", Paragraph a. is replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke or leakage from fire protective systems to Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 421-2916 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 6 premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract". e. This coverage does not apply if Damage to Premises Rented to You is excluded either by the provisions of the Coverage Part or by endorsement. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 07/01/2024 Policy No. ZAWCI1803105 Endorsement No. Insured ADVANTAGE MAILING, LLC FC PRINTING, LLC ADVANTAGE MAILING, LLC DBA COLORGRAPHICS ADVANTAGE MAILING, LLC DBA BJ BINDERY SOOHOO DESIGNERS, LLC ADVANTAGE MAILING, LLC DBA EVERYDAY ENVELOP ADVANTAGE MAILING, LLC DBA BERTCO GRAPHICS Premium INCL. Insurance Company ARCH INSURANCE COMPANY Countersigned By POLICY NUMBER: ZAWCI1803105 DATE OF ISSUE: 06-24-24 WC 00 03 13 (Ed. 4-84)  1983 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) 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. Schedule ANY PERSON OR ORGANIZATION WHERE WAIVER OF OUR RIGHT TO RECOVER IS PERMITTED BY LAW AND IS REQUIRED BY WRITTEN CONTRACT PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO DATE OF LOSS. Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 SUMMARY OF COVERAGES 1. Additional Insured by Contract, Agreement or Permit Included 2. Additional Insured – Primary and Non-Contributory Included 3. Blanket Waiver of Subrogation Included 4. Bodily Injury Redefined Included 5. Broad Form Property Damage – Borrowed Equipment, Customers Goods & Use of Elevators Included 6. Knowledge of Occurrence Included 7. Liberalization Clause lncluded 8. Medical Payments – Extended Reporting Period Included 9. Newly Acquired or Formed Organizations - Covered until end of policy period Included 10. Non-owned Watercraft 51 ft. 11. Supplementary Payments Increased Limits -Bail Bonds $2,500 -Loss of Earnings $1000 12. Unintentional Failure to Disclose Hazards Included 13. Unintentional Failure to Notify Included This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II – WHO IS AN INSURED: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit that such person or organization to add an additional insured on your policy is an additional insured only with respect to liability for “bodily injury”, “property damage”, or “personal and advertising injury” caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. Policy Number:ZH3H315510 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 4 (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the “bodily injury”, “property damage” or “personal and advertising injury” is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury”, “property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the “bodily injury”, “property damage”, “personal and advertising injury” arises out of sole negligence of the lessor (4) To any: (a) Owners or other interests from. whom land has been leased which takes place after the lease for the land ex- pires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. (5) To “bodily injury”, “property damage” or “personal and advertising injury” arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the “occurrence” which caused the “bodily injury” or “property damage” or the offense which caused the “personal and advertising injury” involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III – LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Additional Insured – Primary and Non- Contributory The following is added to SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other insurance: Additional Insured – Primary and Non- Contributory If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II – WHO IS AN INSURED, is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (1) For the sole negligence of the Additional Insured; (2) When the Additional Insured is an Additional Insured under another primary liability policy; or (3) when b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c. below. Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 4 b. Excess Insurance (1) This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c) That is insurance purchased by the Additional Insured to cover the Additional Insured’s liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I – COVERAGE A – BODILY INURY AND PROPERTY DAMAGE LIABILITY. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers 3. Blanket Waiver of Subrogation The following is added to SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damage under this coverage form. The damage must arise out of your activities under a written contract with that person or organization. This waiver applies only to the extent that subrogation is waived under a written contract executed prior to the “occurrence” or offense giving rise to such payments. 4. Bodily Injury Redefined SECTION V – DEFINITIONS, Definition 3. “bodily injury” is replaced by the following: 3. “Bodily injury” means bodily injury, sickness or disease sustained by a person including death resulting from any of these at any time. “Bodily injury” includes mental anguish or other mental injury resulting from “bodily injury”. 5. Broad Form Property Damage – Borrowed Equipment, Customers Goods, Use of Elevators a. SECTION I – COVERAGES, COVERAGE A – BODILIY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions subparagraph j. is amended as follows: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraphs (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor do they apply to the use of elevators at premises you own, rent, lease or occupy. b. The following is added to SECTION V – DEFINTIONS: 24. "Customers goods" means property of your customer on your premises for the purpose of being: Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 4 a. worked on; or b. used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent 6. Knowledge of Occurrence The following is added to SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: e. Notice of an "occurrence", offense, claim or "suit" will be considered knowledge of the insured if reported to an individual named insured, partner, executive officer or an "employee" designated by you to give us such a notice. 7. Liberalization Clause The following is added to SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS: Liberalization Clause If we adopt any revision that would broaden the coverage under this Coverage Form without additional premium, within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this Coverage Part. 8. Medical Payments – Extended Reporting Period a. SECTION I – COVERAGES, COVERAGE C – MEDICAL PAYMENTS, Paragraph 1. Insuring Agreement, subparagraph a.(3)(b) is replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident; and b. This coverage does not apply if COVERAGE C – MEDICAL PAYMENTS is excluded either by the provisions of the Coverage Part or by endorsement. 9. Newly Acquired Or Formed Organizations SECTION II – WHO IS AN INSURED, Paragraph 3.a. is replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 10. Non-Owned Watercraft SECTION I – COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph g.(2) is replaced by the following: g. Aircraft, Auto Or Watercraft (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person who, with your consent, either uses or is responsible for the use of a watercraft. 11. Supplementary Payments Increased Limits SECTION I – SUPPLEMENTARY PAYMENTS COVERAGES A AND B, Paragraphs 1.b. and 1.d. are replaced by the following: 1.b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 1.d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or “suit", including actual loss of earnings up to $1000 a day because of time off from work. 12. Unintentional Failure to Disclose Hazards The following is added to SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 6. Representations: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 13. Unintentional Failure to Notify The following is added to SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this policy shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily injury" or "property damage" is not covered under this policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 Production Estimate 48934398 East San Antonio Drive King City, CA 93930 Phone: 831-385-3222 Fax: 831-385-3226 caseyprinting.com Customer: City of Gilroy 7371 Hanna St Recreation Center Gilroy, CA 95020 ATTN: Adam Henig Phone (408) 846-0577 Email Adam.Henig@cityofgilroy.org Estimate Date: Casey Printing Contact:Todd Hermosillo 09/12/2024 Thank you for your time and consideration in regard to this estimate. Included are the detailed product specifications and prices. This confidential information is intended solely for use by the addressee(s) named above. Production Specifications Recreation Guide- Multi Issue PricingDescription 4 page cover + 8 text pagesPages 8 1/4 x 10 1/2"Size Customer upload and approval of "Press Ready" PDF via Casey Printing's Internet based pre-press portal system. (http://proof.caseyprinting.com). Pre-Press Cover: 70# Gloss BookPaper Text: 32# HiBrite 65b 4-Color Process throughoutInk Saddle StitchBindery Postal Route Sort approx 21100 (Postage not included) Mail quantity is estimated and will be updated via USPS Reports at time of printing. Mailing Carton Pack balance (500) for office copiesPackaging FOB Gilroy, 2 drops PO + Rec OfficeDelivery Quantity Per Issue: 21,600 Prices Terms Net 30 with PO 2025 Winter/ Spring Issue: $5,720.00 2025 Fall Issue: $5,720.00 2026 Winter/Spring: $5777.00 2026 Fall: $5,891.00 Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 Production Estimate 48935398 East San Antonio Drive King City, CA 93930 Phone: 831-385-3222 Fax: 831-385-3226 caseyprinting.com Customer: City of Gilroy 7371 Hanna St Recreation Center Gilroy, CA 95020 ATTN: Adam Henig Phone (408) 846-0577 Email Adam.Henig@cityofgilroy.org Estimate Date: Casey Printing Contact:Todd Hermosillo 09/12/2024 Thank you for your time and consideration in regard to this estimate. Included are the detailed product specifications and prices. This confidential information is intended solely for use by the addressee(s) named above. Production Specifications Recreation Guide - Multi Issue PricingDescription 4 page cover + 16 text pagesPages 8 1/4 x 10 1/2"Size Customer upload and approval of "Press Ready" PDF via Casey Printing's Internet based pre-press portal system. (http://proof.caseyprinting.com). Pre-Press Cover: 70# Gloss BookPaper Text: 32# HiBrite 65b 4-Color Process throughoutInk Saddle StitchBindery Postal Route Sort approx 21100 (Postage not included) Mail quantity is estimated and will be updated via USPS Reports at time of printing. Mailing Carton Pack balance (500) for office copiesPackaging FOB Gilroy, 2 drops PO + Rec OfficeDelivery Quantity per Issue: 21,600 Prices Terms Net 30 with PO 2025 Spring/Summer: $6,134.00 2026 Spring/Summer: $6,318.00 Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 Company:City of Gilroy Address: Attn:Adam Henig Phone:(408) 846-0577 Email:Adam.Henig@cityofgilroy.org Quotation #:235150-03 Description:Gilroy Recreation Guide Trim Size:8.250 x 10.500 Page Count:8 pages + cover Text Stock:65 # #2 Gloss 32# Hibrite Text Ink:4/4 4-color Coating:N/A Bindery:Saddle Stich Packing:Carton Pack Conviently Proofs:Color / Digital Proofs Delivery Zip:95020 Quantity:21,600 Price:$4,158.00 Est. Freight:Estimated $489 Notes: Submitted By: David Detres Date: Accepted By:Date: PROJECT PROPOSAL kw@wethinkink.com 4944 Windplay Drive, #335 El Dorado Hills, CA 95762 Phone: 916.594.0100 Fax: 916.594.0101 888.224 THINK www.wethinkink.com 7371 Hanna Street Gilroy, CA 95020 Thank you for giving us the opportunity to bid on your upcoming project. We are pleased at this opportunity to work with you, and look forward to a long and mutually beneficial relationship. Following is our quotation, per your request. All prices quoted are valid for 30 days and are contingent upon paper prices at time of order from paper mill, do not include sales tax or shipping and are subject to change upon review of final artwork. Additional design charges will be billed at $80.00 per hour. Over and under-runs not to exceed 10% on quantities ordered shall constiture acceptable delivery and will be charged or credited proportionately. Terms are COD unless otherwise specified. Interest will be charged at the rate of 20% per annum on all past due accounts. All prices quotes are the cash discount prices. The price for credit card payment is an additional 3% of the prices quoted and billed. In the event that legal action is used to enforce the terms of this agreement, the prevailing party will be entitled to court costs, attorney fess, and litigation expenses. Terms and Conditions subject to Printing Trade Customs. 9/10/2024 Cover Stock: Cover Ink: Terms:Net-30 Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 Company:City of Gilroy Address: Attn:Adam Henig Phone:(408) 846-0577 Email:Adam.Henig@cityofgilroy.org Quotation #:235150 Description:Gilroy Recreation Guide Trim Size:8.250 x 10.500 Page Count:16 pages + cover Text Stock:70# #3 Gloss 32# Hibrite Text Ink:4/4 4-color Coating:N/A Bindery:Saddle Stich Packing:Carton Pack Conviently Proofs:Color / Digital Proofs Delivery Zip:95020 Quantity:21,600 Price:$4,570.00 Est. Freight:Estimated $489 Notes: Submitted By: David Detres Date: Accepted By:Date: PROJECT PROPOSAL kw@wethinkink.com 4944 Windplay Drive, #335 El Dorado Hills, CA 95762 Phone: 916.594.0100 Fax: 916.594.0101 888.224 THINK www.wethinkink.com 7371 Hanna Street Gilroy, CA 95020 Thank you for giving us the opportunity to bid on your upcoming project. We are pleased at this opportunity to work with you, and look forward to a long and mutually beneficial relationship. Following is our quotation, per your request. All prices quoted are valid for 30 days and are contingent upon paper prices at time of order from paper mill, do not include sales tax or shipping and are subject to change upon review of final artwork. Additional design charges will be billed at $80.00 per hour. Over and under-runs not to exceed 10% on quantities ordered shall constiture acceptable delivery and will be charged or credited proportionately. Terms are COD unless otherwise specified. Interest will be charged at the rate of 20% per annum on all past due accounts. All prices quotes are the cash discount prices. The price for credit card payment is an additional 3% of the prices quoted and billed. In the event that legal action is used to enforce the terms of this agreement, the prevailing party will be entitled to court costs, attorney fess, and litigation expenses. Terms and Conditions subject to Printing Trade Customs. 9/10/2024 Cover Stock: Cover Ink: Terms:Net-30 Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 Company:City of Gilroy Address: Attn:Adam Henig Phone:(408) 846-0577 Email:Adam.Henig@cityofgilroy.org Quotation #:235150-01 Description:Gilroy Recreation Guide Trim Size:8.250 x 10.500 Page Count:8 pages + cover Text Stock:70# #3 Gloss 32# Hibrite Text Ink:4/4 4-color Coating:N/A Bindery:Saddle Stich Packing:Carton Pack Conviently Proofs:Color / Digital Proofs Delivery Zip:95020 Quantity:21,600 Price:$3,892.00 Est. Freight:Estimated $391 Notes: Submitted By: David Detres Date: Accepted By:Date: PROJECT PROPOSAL kw@wethinkink.com 4944 Windplay Drive, #335 El Dorado Hills, CA 95762 Phone: 916.594.0100 Fax: 916.594.0101 888.224 THINK www.wethinkink.com 7371 Hanna Street Gilroy, CA 95020 Thank you for giving us the opportunity to bid on your upcoming project. We are pleased at this opportunity to work with you, and look forward to a long and mutually beneficial relationship. Following is our quotation, per your request. All prices quoted are valid for 30 days and are contingent upon paper prices at time of order from paper mill, do not include sales tax or shipping and are subject to change upon review of final artwork. Additional design charges will be billed at $80.00 per hour. Over and under-runs not to exceed 10% on quantities ordered shall constiture acceptable delivery and will be charged or credited proportionately. Terms are COD unless otherwise specified. Interest will be charged at the rate of 20% per annum on all past due accounts. All prices quotes are the cash discount prices. The price for credit card payment is an additional 3% of the prices quoted and billed. In the event that legal action is used to enforce the terms of this agreement, the prevailing party will be entitled to court costs, attorney fess, and litigation expenses. Terms and Conditions subject to Printing Trade Customs. 9/10/2024 Cover Stock: Cover Ink: Terms:Net-30 Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097 Company:City of Gilroy Address: Attn:Adam Henig Phone:(408) 846-0577 Email:Adam.Henig@cityofgilroy.org Quotation #:235150-02 Description:Gilroy Recreation Guide Trim Size:8.250 x 10.500 Page Count:16 pages + cover Text Stock:65 # #2 Gloss 32# Hibrite Text Ink:4/4 4-color Coating:N/A Bindery:Saddle Stich Packing:Carton Pack Conviently Proofs:Color / Digital Proofs Delivery Zip:95020 Quantity:21,600 Price:$5,689.00 Est. Freight:Estimated $539 Notes: Submitted By: David Detres Date: Accepted By:Date: PROJECT PROPOSAL kw@wethinkink.com 4944 Windplay Drive, #335 El Dorado Hills, CA 95762 Phone: 916.594.0100 Fax: 916.594.0101 888.224 THINK www.wethinkink.com 7371 Hanna Street Gilroy, CA 95020 Thank you for giving us the opportunity to bid on your upcoming project. We are pleased at this opportunity to work with you, and look forward to a long and mutually beneficial relationship. Following is our quotation, per your request. All prices quoted are valid for 30 days and are contingent upon paper prices at time of order from paper mill, do not include sales tax or shipping and are subject to change upon review of final artwork. Additional design charges will be billed at $80.00 per hour. Over and under-runs not to exceed 10% on quantities ordered shall constiture acceptable delivery and will be charged or credited proportionately. Terms are COD unless otherwise specified. Interest will be charged at the rate of 20% per annum on all past due accounts. All prices quotes are the cash discount prices. The price for credit card payment is an additional 3% of the prices quoted and billed. In the event that legal action is used to enforce the terms of this agreement, the prevailing party will be entitled to court costs, attorney fess, and litigation expenses. Terms and Conditions subject to Printing Trade Customs. 9/10/2024 Cover Stock: Cover Ink: Terms:Net-30 Docusign Envelope ID: 39E82475-5EA8-4450-BB4A-65665777C097