Exhibit 2: Agreement — Alameda City Council, September 17, 2024

IPS 1 Version 04-22-24

SERVICE PROVIDER AGREEMENT

This SERVICE PROVIDER AGREEMENT (“Agreement”) is entered into this ___ day of September, 2024 (“Effective Date”), by and between the CITY OF ALAMEDA, a municipal corporation (“the City”), and IPS GROUP INC., a Pennsylvania corporation, whose address is 7737 KENAMAR COURT, SAN DIEGO, CALIFORNIA 92121 (“Provider”), in reference to the following facts and circumstances:

RECITALS
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.

B. The City is in need of the following services: Equipment and services for multi -space parking pay stations, single-space parking meters and mobile payment option. The Provider was selected on a sole source basis because IPS has provided equipment and services for single space meters for the last 5 years.

C. Provider possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein, and there are no known claims related to the performance of IPS jn the prior Agreement.

D. Whereas, the City Council authorized the City Manager to execute this agreement on September 17, 2024.

E. City and Provider desire to enter into an agreement for equipment and services for Equipment and services for multi-space parking pay stations, single-space parking meters and mobile payment option, upon the terms and conditions herein.

AGREEMENT

NOW, THEREFORE, in consideration of the forgoing, which are incorporated herein by reference, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Provider agree as follows:

1. TERM:

The term of this Agreement shall commence on the ____ day of September 2024, and shall terminate on the 30th day of June 2029, unless terminated earlier as set forth herein.

2. SERVICES TO BE PERFORMED:

Provider agrees to do all necessary work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, and to do all necessary work included in Exhibit A as requested. Provider acknowledges that the work plan included in Exhibit A is tentative and does not commit the City to request Provider to perform all tasks included therein.

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IPS 2 Version 04-22-24

3. COMPENSATION TO PROVIDER:
a. By the 7th day of each month, Provider shall submit to the City an invoice for the total amount of work done the previous month. Pricing and accounting of charges are to be according to the fee schedule as set forth in Exhibit A and incorporated herein by this reference.

Extra work must be approved in writing by the City Manager or their designee prior to performance and shall be paid on a Time and Material basis.
b. Compensation for work done under this Agreement, shall not exceed as follows:

FY 24-25 total compensation shall not exceed $324,897
FY 25-26 total compensation shall not exceed $212,787
FY 26-27 total compensation shall not exceed $212,787
FY 27-28 total compensation shall not exceed $212,787
FY 28-29 total compensation shall not exceed $212,787
Total five-year compensation shall not exceed $1,176,045 Use of contingency shall be for items of work outside the original scope and requires prior written authorization by the City.

4. TIME IS OF THE ESSENCE:

Provider and the City agree that time is of the essence regarding the performance of this Agreement.

5. STANDARD OF CARE:

Provider shall perform all services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Provider represents that it is skilled in the professional calling necessary to perform all services contracted for in this Agreement . Provider further represents that all of its employees and subcontractors shall have sufficient skill and experience to perform the duties assigned to them pursuant to and in furtherance this Agreement.

Provider further represents that it (and its employees and subcontractors) have all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the services (including a City Business License , as needed ); and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Provider shall perform (at its own cost and expense and without reimbursement from the City) any services necessary to correct errors or omissions which are caused by Provider’s failure to comply with the standard of care provided for herein. Any employee of the Provider or its sub-providers who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of any services under this Agreement, or a threat to the safety of persons or property (or any employee who fails or refuses to perform the services in a manner acceptable to the City) shall be promptly removed by the Provider and shall not be re-employed to perform any further services under this Agreement.

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6. INDEPENDENT PARTIES:

Provider hereby declares that Provider is engaged as an independent business and Provider agrees to perform the services as an independent contractor. The manner and means of conducting the services and tasks are under the control of Provider except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Provider ’s services. None of the benefits provided by the City to its emp loyees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Provider, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer -employee relationship from any compensation due to Provider. Payments of the above items, if required, are the responsibility of Provider. Any personnel performing the services under this Agreement on behalf of Provider shall also not be employees of City and shall at all times be under Provider’s exclusive direction and control.

7. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

Provider assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Provider shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Provider.

8. NON-DISCRIMINATION:

Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Provider and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities . Such non- discrimination shall include but not be limited to all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. Provider agrees that any violation of this provision shall constitute a material breach of this Agreement.

9. HOLD HARMLESS:
a. To the fullest extent permitted by law, Provider shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including reasonable attorney ’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Provider’s performance of its ob ligations under this A greement or out of the operations conducted by Provider even if the City is found to have been negligent. If the Claims filed against Indemnitees alleg e negligence, recklessness or willful misconduct on the part of Provider, Provider shall have no right of reimbursement against Indemnitees for the costs of Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 4 Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2

IPS 5 Version 04-22-24
Bodily Injury: $1,000,000 each occurrence
$2,000,000 aggregate - all other
Property Damage: $1,000,000 each occurrence
$2,000,000 aggregate
If submitted, combined single limit policy with per occurrence limits in the amounts of $2,000,000 and aggreg ate limits in the amounts of $4 ,000,000 will be considered equivalent to the required minimum limits shown above. Provider shall also submit d eclarations and policy endorsements pages. Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required. The Additional Insured Endorsement shall include primary and non-contributory coverage at least as broad as the CG 2010.
(3) Automotive:

Comprehensive automobile liability coverage (any auto) in the following minimum limits:

Bodily injury: $1,000,000 each occurrence
Property Damage: $1,000,000 each occurrence
or
Combined Single Limit: $2,000,000 each occurrence
Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required.

(4) Professional Liability:

Professional liability insurance which includes coverage appropriate for the professional acts, errors and omissions of Provider ’s profession and work hereunder, including, but not limited to, technology professional liability errors and omissions if the services being provided are technology- based, in the following minimum limits:
$2,000,000 each claim

Technology professional liability errors and omissions shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City in the ca re, custody, or control of Provider. If not covered under Provider’s liability policy, such “property” coverage of the City may be endorsed onto Provider’s Cyber Liability Policy as covered property as follows: cyber l iability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City that will be in the care, custody, or control of Provider.

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IPS 6 Version 04-22-24

As to commercial general liability and automobile liability insurance, such insurance will provide that it constitutes primary insurance with respect to claims insured by such policy, and, except with respect to limits, that insurance applies separately to each insured against whom claim is made or suit is brought. Such insurance is not additional to or contributing with any other insurance carried by or for the benefit of the City.
c. SUBROGATION WAIVER:

Provider hereby agrees to waive rights of subrogation that any insurer of Provider may acquire from Provider by virtue of the payment of any loss. Provider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the City has received a waiver of subrogation endorse ment from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Provider, its employees, agents and subcontractors. d. FAILURE TO SECURE:

If Provider at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Provider’s name or as an agent of Provider and shall be compensated by Provider for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.
e. ADDITIONAL INSUREDS:

The City, its City Council, boards, commissions, officials, employees, agents, and volunteers shall be named as additional insured(s) under all insurance coverages, except workers’ compensation and professional liability insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.

Additional Insured covera ge under Provider’s policy shall be primary and non- contributory and will not seek contri bution from the City’s insurance or self -insurance. Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the additional insured(s). f. SUFFICIENCY OF INSURANCE:

The insurance limits required by the City are not represented as being sufficient to protect Provider. Provider is advised to consult Provider ’s insurance broker to determine adequate coverage for Provider. The coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of the coverage carried by or available to Provider; whichever is greater. g. EXCESS OR UMBRELLA LIABILITY:

If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be true “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2

IPS 7 Version 04-22-24
in this Agreement, including but not limited to, the additional insured, SIR, and primary insurance requirements stated therein. No insurance policies maintained by the indemnified parties or Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until all the primary and excess liability policies carried by or available to the Provider are exhausted.

11. CONFLICT OF INTEREST:

Provider warrants that it is not a conflict of interest for Provider to perform the services required by this Agreement. Provider may be required to fill out a conflict of interest form if the services provided under this Agreement require Provider to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.

12. PROHIBITION AGAINST TRANSFERS:
a. Provider shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Provider shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer. The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money against the City under this Agreement may be ass igned by Provider to a bank, trust company or other financial institution without prior written consent. b. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock, membership interest, partnership interest, or the equivalent, which shall result in changing the control of Provider, shall be construed as an assignment of this Agreement.

Control means fifty percent or more of the voting power of Provider.

13. APPROVAL OF SUB-PROVIDERS:
a. Only those persons and/or businesses whose names and resumés are attached to this Agreement shall be used in the performance of this Agreement. However, if after the start of this Agreement, Provider wishes to use sub-providers, at no additional costs to the City, then Provider shall submit a written request for consent to add sub- providers including the names of the sub - providers and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion. b. Each sub -provider shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Provider. c. In addition, any tasks or services performed by sub- providers shall be subject to each provision of this Agreement. Provider shall include the following language in their agreement with any sub-provider: “Sub-providers hired by Provider agree to be bound to Provider and the City in the same manner and to the same extent as Provider is bound to the City.” Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2

IPS 8 Version 04-22-24
d. The requirements in this Section 13 shall not apply to persons who are merely providing materials, supplies, data or information that Provider then analyzes and incorporates into its work product.

14. PERMITS AND LICENSES:

Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City business license that may be required in connection with the performance of the services and tasks hereunder.

15. REPORTS:
a. Each and every report, draft, work product, map, record and other document produced, prepared or caused to be prepared by Provider pursuant to or in connection with this Agreement shall be the exclusive property of the City.
b. No report, information or other data given to or prepared or assembled by Provider pursuant to this Agreement shall be made available to any individual or organization by Provider without prior approval of the City Manager or their designee. c. Provider shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Agreement.

16. RECORDS:
a. Provider shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Provider’s performance under the Agreement, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Agreement (collectively the “Records”). b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Provider shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records , and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Agreement. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Provider for a period of three (3) years after receipt of final payment.
c. If supplemental examination or audit of the R ecords is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’ s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Agreement or failure to act in good faith, then Provider shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.

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IPS 9 Version 04-22-24

17. NOTICES:
a. All notices shall be in writing and delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.
b. Each notice shall be deemed to have been received on the earlier to occur of : (x) actual delivery or the date on which delivery is refused; or (y) three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).
c. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address. d. All notices, demands, requests, or approvals from Provider to the City shall be addressed to the City at:

City of Alameda
Public Works Department
950 West Mall Square, Room 179
Alameda, CA 94501
ATTENTION: Ricardo De La Torre, Parking Manager
Ph: (510) 747-7923 / Email: [email protected]
e. All notices, demands, requests, or approvals from the City to Provider shall be addressed to Provider at:

IPS Group Inc.
7737 Kenamar Court
SanDiego, CA 92121
ATTENTION: Chad Randall, Chief Executive Officer
Ph: (858) 568-7609/ Email: [email protected]

f. All updated insurance certificates from Provider to the City shall be addressed to the City at:

City of Alameda
Public Works Department
950 West Mall Square, Room 110
Alameda, CA 94501
ATTENTION: Jeanette Navarro, Executive Assistant
Ph: (510) 747-7932 / Email: [email protected]

18. SAFETY:
a. Provider will be solely and completely responsible for conditions of all vehicles owned or operated by Provider , including the safety of all persons and property during performance of the services and tasks under this Agreement. This requirement will apply continuously and not be limited to normal working hours. In addition, Provider will comply with Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2

IPS 10 Version 04-22-24
all s afety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Agreement. Where any of these are in conflict, the more stringent requirements will be followed. Provider’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein. b. Provider will immediately notify the City within 24 hours of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Agreement. Provider will promptly submit to the City a writte n report of all incidents that occur in connection with this Agreement. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Provider’s employee(s) involved in the incident; (i ii) name and address of Provider’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.

19. TERMINATION:
a. In the event Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Provider shall be deemed in default in the performance of this Agreement . If such default is not cured within two (2) business days after receipt by Provider from the City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the City may thereafter immediately terminate the Agreement forthwith by giving to Provider written notice thereof. b. The foregoing notwithstanding, the City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days’ prior written notice to Provider as provided herein.
c. Upon termination of this Agreement either for cause or for convenience, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. The obligation of the parties under this Section 19.c. shall survive the expiration or early termination of this Agreement.

20. ATTORNEYS’ FEES:

In the event of any litigation, including administrative proceedings, relating to this Agreement, including but not limited to any action or suit by any party, assignee or beneficiary against any other party, beneficiary or assignee, to enforce, interpret or seek relief from any provision or obligation arising out of this Agreement, the parties and litigants shall bear their own attorney’s fees and costs. No party or litigant shall be entitled to recover any attorneys’ fees or costs from any other party or litigant, regardless of which party or litigant might prevail.

21. HEALTH AND SAFETY REQUIREMENTS.

Provider acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Provider agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2

IPS 11 Version 04-22-24
(e.g. masks), physical distancing, and health screenings. Provider also agrees to make available to the City, at the City’s request, records to demonstrate Provider’s compliance with this Section.

22. COMPLIANCE WITH ALL APPLICABLE LAWS:

During the term of this Agreement, Provider shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Alameda which affect the manner in which the services or tasks are to be performed by Provider, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Provider shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or is sued by the City. Provider shall defend, indemnify, and hold City (including its officials, directors, officers, employees, and agents) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with such laws and regulations pursuant to the indemnification provisions of this Agreement.

23. CONFLICT OF LAW:

This Agreement shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California.

24. WAIVER:

A waiver by the City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.

25. INTEGRATED CONTRACT:

Subject to the language of Section 3 3, the Recitals and exhibits are a material part of this Agreement and are expressly incorporated herein. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied cov enant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both the City and Provider.

26. PREVAILING WAGES:

Provider is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq. as well as California Code of Regulations, Title 8, Section 1600, et seq., (“Prevailing Wage Laws”) which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. Provider agrees to fully comply with such Prevailing Wage Laws if the services are being performed as part of an applicable “public works” or “maintenance” project as defined by the Prevailing Wage Laws and if the total compensation is $1,000 or more. City, upon Provider’s request, shall provide Provider with a copy Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2

IPS 12 Version 04-22-24
of the prevailing rates of per diem wages in effect at the commencement of this Agreement.

Provider shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the services available to in terested parties upon request; and shall post copies at the Provider’s principal place of business and at the project site. Provider shall defend, indemnify, and hold the City (its elected officials, officers, employees, and agents) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

30. CAPTIONS:

The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.

31. COUNTERPARTS:

This Agreement may be executed in any number of counterparts (including by fax, PDF , DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

32. SIGNATORY:

By signing this Agreement, signatory warrants and represents that they executed this Agreement in their authorized capacity and that by their signature on this Agreement, they or the entity upon behalf of which they acted, executed this Agreement.

33. CONTROLLING AGREEMENT:

In the event of a conflict between the terms and conditions of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) and any other terms and conditions wherever contained, including, without limitation, terms and conditions included within exhibits, the terms and conditions of this Agreement shall control and be primary.

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CONFIDENTIAL – ALL PRICING IS PROPERTY OF IPS GROUP, INC

AND SHALL NOT BE SHARED OR DUPLICATED

Exhibit A
Scope of Work
The items below are the estimated equipment and service costs for the Year-1 Capital, Annual Fee and Maintenance Costs for Alameda’s: New multi-space pay stations, and Existing single space

Year-1 Capital Item(s) Quantity Price Total Cost
MS3 multi-space pay station purchase (20 MS3’s) 20 $6,600.00 $148,000.00 MS3 Shipping 1 $5,000.00 $5,000.00
Tax @ 10.75% 1 $15,905.70 $15,905.70
MS3 Installation (2 Technician, 5 Days) 10 $1,125.00 $11,250.00 TOTAL $180,155.70

Monthly Credit Card & Data Management Fees

Monthly MS3 multi-space pay station credit card gateway/ wireless data/management system fee (On-street) @
$55/meter
12 $605.00 $7,260.00
Monthly MS3 multi-space pay station credit card gateway/ wireless data/management system fee (Off-street) @
$25/meter
12 $225.00 $2,700.00
Monthly MS3 multi-space pay station credit card
transaction fees @ $.13/transaction
12 $3,975.47 $47,705.58
Monthly M5 single-space meter credit card gateway/
wireless data/management system fee @ $6.60/meter
12 $5,478.00 $65,736.00
Monthly M5 single-space meter credit card
transaction fees @ $.13/transaction
12 $4,697.55 $56,370.60

Annual Maintenance Costs
M5 repair services/RMA

72 $95.00

$6,840.00
M5 Mechanism replacement 5 $535.00 $2,675.00
M5 coin validator replacement 36 $95.00 $3,420.00
M5 battery replacement 150 $49.00 $7,350.00
M5 solar panel/comms board replacement 24 $185.00 $4,440.00 M5 keypad replacement 24 $65.00 $1,560.00
M5 shipping costs $5,000.00
MS3 LCD screen replacement 2 $295.00 $590.00
MS3 receipt paper 25 $32.00 $800.00
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MS3 coin validator replacement 2 $95.00 $190.00
MS3 keypad replacement 2 $75.00 $150.00
Year 1 – MS3 Capital costs shall not exceed $180,155.70** Year 1 - ‘M5’ Fees and Maintenance prorated 9-Months shall not exceed $115,043.70** Year 1 - ‘MS3’ Fees and Maintenance prorated 6-Months shall not exceed $29,697.79** Year 2 - M5 & MS3 Fees and Maintenance costs shall not exceed $212,787.18** Year 3 - M5 & MS3 Fees and Maintenance costs shall not exceed $212,787.18** Year 4 - M5 & MS3 Fees and Maintenance costs shall not exceed $212,787.18** Year 5 - M5 & MS3 Fees and Maintenance costs shall not exceed $212,787.18** Total over 5-Year Not-To-Exceed $1,176,045.91
All prices are to be aligned with IPS meter OMNIA partners co-op contract Integrated Parking Management System 05-49
Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 CONFIDENTIAL – ALL PRICING IS PROPERTY OF IPS GROUP, INC

AND SHALL NOT BE SHARED OR DUPLICATED

Page 2 of 18 ends

CAPITAL AND ONGOING COSTS

SINGLE-SPACE AND SENSORS

M5™ Capital Costs New Factory
Certified*
M7™ IPS Credit Card-Enabled Single-Space Meter
(12-month warranty, NFC contactless, RFID tag) $575.00 N/A M5™ IPS Credit Card-Enabled Single-Space Meter
(12-month warranty, NFC contactless, RFID tag) Quantity 0-500 $535.00 $395.00 M5™ IPS Credit Card-Enabled Single-Space Meter
(12-month warranty, NFC contactless, RFID tag) Quantity 501-1000 $525.00 $375.00 M5™ IPS Credit Card-Enabled Single-Space Meter
(12-month warranty, NFC contactless, RFID tag) Quantity 1000+ $515.00 $355.00 Optional: Add BLE capability $65.00 $65.00
Shipping (Ex Works – to be quoted based on ship to zip code) TBQ TBQ Installation (to be quoted based on scope) TBQ TBQ
Optional: Extended Warranty (12-month period) $50.00 $60.00 Optional: Extended Warranty (48-month period) $170.00 $200.00

M5™ / M7™ Ongoing Fees Option 1 Option 2
Secure Wireless Gateway/Data Fee and Meter Management System Software License Fee (per meter per month) $6.60 $9.00
Secure Credit Card Gateway Fee (per transaction) $0.13 $0.07 Optional: Merchant Processing Fees (per transaction) To be quoted based on volume
Optional: API or Data Integration Services To be quoted based on the need
Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 CONFIDENTIAL – ALL PRICING IS PROPERTY OF IPS GROUP, INC

AND SHALL NOT BE SHARED OR DUPLICATED

Page 3 of 18 ends

SPARE PARTS

VEHICLE DETECTION SENSORS CAPITAL AND ONGOING COSTS
Vehicle Detection Sensors Capital Costs Price per unit
Dome Mount Vehicle Detection Sensors (includes 12-month warranty) $295.00 Shipping (Ex Works – to be quoted based on ship to zip code) TBQ Installation (to be quoted based on scope) TBQ

Vehicle Detection Sensors Ongoing Costs Cost per space per month Management System/Base Data Fee $3.50
Optional: Real Time Reporting Fee $3.00

M5™ Spare Part Pricing M5™
Single Space Electronic Meter Mechanism $535.00
Card Entry Keypad Assy $65.00
Hybrid Card Reader $75.00
Coin Validator $95.00
Complete Top Cover (with Lexan insert) $85.00
Lexan for Top Cover $25.00
Coin Entry Slot $2.00
M5 Battery Pack (H3) $49.00
M5 Battery Pack (H5) (available on the 147/247 models only) $60.00 Solar Panel / Communications Board $185.00
Main Board $185.00
Display Board $125.00
Display Board with NFC $145.00
BLE Beacon Upgrade $65.00
RFID Tag $10.00
MK5 Batter Charger (daisy chain charging unit) $125.00
Card Reader Cleaning Card featuring Waffletechnology® (40) per box $54.00

Sensor Spare Part Pricing In-Dome Pole
IPS vehicle detection sensor $295.00 $295.00
Battery Replacement (per D-cell) $20.00 $20.00
NOTE: This pricing is FOB, IPS Group, San Diego, CA. Sales taxes and shipping charges will be added to the final invoice. IPS shall have the right to adjust Agreement pricing due to increases in Inflation as published by the US Bureau of Labor Statistics for All Items Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average compounded annually. *Factory Certified meters are previously owned or trial meters but 100% inspected by IPS factory and carry standard 12- month warranty.

Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 CONFIDENTIAL – ALL PRICING IS PROPERTY OF IPS GROUP, INC

AND SHALL NOT BE SHARED OR DUPLICATED

Page 4 of 18 ends

MULTI-SPACE METERS

Multi-Space Price Per Unit
IPS MS3™ Multi-Space Pay Station – Pay and Display, Pay-by-Space, or Pay- by-Plate (Color Display, Card and Coin, Solar powered, NFC. Includes 12- month warranty) Quantity 0-50

$6,950.00
IPS MS3™ Multi-Space Pay Station – Pay and Display, Pay-by-Space, or Pay- by-Plate (Color Display, Card and Coin, Solar powered, NFC. Includes 12- month warranty) Quantity 51-125

$6,450.00
IPS MS3™ Multi-Space Pay Station – Pay and Display, Pay-by-Space, or Pay- by-Plate (Color Display, Card and Coin, Solar powered, NFC. Includes 12- month warranty) Quantity 126+

$5,850.00
IPS Upgrade Kit Pay Station – Pay and Display, Pay-by-Space, or Pay-by-Plate (Solar powered, Includes 12-month warranty)

$2,950.00
Shipping and Installation (per unit) – During normal business hours. (Ex Works –to be quoted based on ship to zip code and final scope of work.

Concrete work is not included)

TBQ
Optional: Contactless Card Reader (NFC) Included
Optional: AC Power Upgrade Kit $150.00
Optional: Add for Bill Note Acceptor (BNA) and 1 Stacker $1,500.00 Optional: Additional Coin Box $195.00
Optional: Additional BNA Stacker $255.00
Optional: MS3™ Extended Parts Warranty (per 12-month period) $395.00

Multi-Space Ongoing Costs On-Street Off-Street
Secure Wireless Gateway/Data Fee and Meter Management
System Software License Fee (per meter per month)

$55.00 $25.00 /
$55.00
Secure Credit Card Gateway Fee
(per transaction) Included $0.13 / $0.07
Optional: Merchant Processing Fees (per transaction) To be quoted based on volume Optional: API or Data Integration Services To be quoted based on need NOTE: This pricing is FOB, IPS Group, San Diego, CA. Sales taxes and shipping charges will be added to the final invoice. IPS shall have the right to adjust Agreement pricing due to increases in Inflation as published by the US Bureau of Labor Statistics for All Items Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average compounded annually.

Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 CONFIDENTIAL – ALL PRICING IS PROPERTY OF IPS GROUP, INC

AND SHALL NOT BE SHARED OR DUPLICATED

Page 5 of 18 ends

NOTE: This pricing is FOB, IPS Group, San Diego, CA. Sales taxes and shipping charges will be added to the final invoice. IPS shall have the right to adjust Agreement pricing due to increases in Inflation as published by the US Bureau of Labor Statistics for All Items Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average compounded annually.

SPARE PARTS
MS1™ & MS3™ Spare Parts Price Per
Unit: MS3™
Standard Card Reader Assembly $149.00
Coin Validator Assembly $99.00
Solar Panel Replacement Kit $895.00
Main Operating Board $995.00
4G wireless modem assembly $270.00
LCD Display only (color) 1,100.00
Armored Display Glass $135.00
Thermal Printer $950.00
6-key Horizontal Keypad $85.00
Pay-by-Space Keypad Assembly $195.00
Pay-by-Plate Alphanumeric Keypad Assembly $275.00
Coin Shutter $195.00
Contactless Payment Reader (NFC) $735.00
Battery 72Ah (rechargeable) $485.00
Additional Large Coin Canister $195.00
Additional Small Coin Canister $105.00
Standard Paper Rolls (standard)
approx 2000 3" tickets (.0045” thick) $32.00
Sticky Back Paper Rolls
approx. 2400 2.75" tickets (.004" thick) $35.00
Bill Note Acceptor Assembly (with 600 note stacker)* $1,500.00 Additional 600 note stacker cartridge* $255.00
Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 CONFIDENTIAL – ALL PRICING IS PROPERTY OF IPS GROUP, INC

AND SHALL NOT BE SHARED OR DUPLICATED

Page 6 of 18 ends

COLLECTION SYSTEMS & ACCESSORIES

METER HOUSINGS & COLLECTION EQUIPMENT

METER HOUSINGS & ACCESSORIES
Product/Service Price per unit
IPS Zinc top over Iron Vault-M90 style (large vault, std. IPS locks, black/grey color) $275.00
IPS All Iron -M95 style (large vault, std. IPS locks, black/grey color) $275.00 High Capacity Coin Can with IPS locks
(holds approx. $65-fits M90 or M95 style housings) $50.00 Small Capacity Coin Can with IPS locks
(holds approx. $45) $35.00
Standard IPS Locks $25.00
Standard IPS Keys $15.00
Yoke Assembly (Twin Mounting Adapter) std. black color (add $15 if new mounting hardware is required $85.00
Meter Poles (Schedule 40 -2” ID -Galvanized) $55.00
Vintage Sleeve – std. black color $55.00
Vintage Base- std. black color $65.00
Collar for Vintage Sleeve – std. black color $35.00
Medeco/Abloy Mechanical Lock (lock only) $55.00
Medeco E-Lock (lock only)
(NOTE: additional Medeco e-lock accessories require separate quote) $195.00 Shipping and Installation (per unit) – During normal business hours. (Ex Works –to be quoted based on final scope of work. TBQ

Product/Service Price per unit
Collection Cart Only (standard) $500.00
Collection Cart Only (with enhanced suspension) $795.00 Standard Collection Head $500.00
Coin Collection Canister - Steel or Aluminum $500.00
NOTE: This pricing is FOB, IPS Group, San Diego, CA. Sales taxes and shipping charges will be added to the final invoice. IPS shall have the right to adjust Agreement pricing due to increases in Inflation as published by the US Bureau of Labor Statistics for All Items Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average compounded annually.

Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 CONFIDENTIAL – ALL PRICING IS PROPERTY OF IPS GROUP, INC

AND SHALL NOT BE SHARED OR DUPLICATED

Page 7 of 18 ends

ON-SITE MAINTENANCE SERVICES

REPLACEMENT PARTS & REPAIR SERVICES
IPS shall provide warranty and non-warranty repair services based out of our office in San Diego, CA. For repair services not able to be first achieved on-site by the Customer or by phone, these meters will be returned to IPS at 7737 Kenamar Court, San Diego, CA, 92121, for repair or rework, and IPS will endeavor to ship within 3-4 weeks of receipt, depending on the quantities received and work schedules. ALL RETURNS REQUIRE AN “RMA” NUMBER prior to shipment to IPS in order to avoid additional delays. An RMA may be requested by contacting the responsible IPS customer support manager, by contacting the IPS Help desk, phone ((877) 630-6638 or (858) 404-0607) or email ([email protected]). All items returned to IPS must be securely packaged to avoid further damage in shipment and all shipments will be via Ground Freight Service unless expedited service and payment of associated fees are requested. Automated RMA tracking, including work performed to repair meters, can be viewed at any time using IPS meter management system.

Product/Service Price per unit
Single Space M3™ Non-Warranty repair work (includes parts/labor) N/A Single Space M5™ Non-Warranty repair work (includes parts/labor) $115.00 + shipping
Single Space M7™ Non-Warranty repair work (includes parts/labor) $125.00 + shipping
Multi-Space MS1™ / MS3™
Non-Warranty repair work
To be
quoted
On-site technical services: shall be quoted to include labor, travel costs, accommodation, car rental, and per diem costs. Spare Parts shall be quoted and added to final costs based on the identified needs.
$1,125/day
+ parts
Shipping costs for any of the above shall be added to the final invoice TBQ

IPS can offer on-site technician services either part-time or on a full-time basis. The costs of the services are outlined below:

Item Units Unit Price
Part-Time IPS Technician Per day $1,125.00 per technician Full-Time IPS Technician Per month TBQ is based on the scope of services. Would be inclusive of technician and IPS vehicle.

Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 CONFIDENTIAL – ALL PRICING IS PROPERTY OF IPS GROUP, INC

AND SHALL NOT BE SHARED OR DUPLICATED

Page 8 of 18 ends

PARK SMARTER
& TEXT-TO-PAY

MOBILE PAYMENT SOLUTION
*Per transaction fees: IPS shall charge a user convenience fee described above, which shall be deposited with the client and invoiced monthly. Alternatively, IPS can quote a combination of fees plus merchant fees that can be paid directly from the merchant account.

Preferred Card Processing Rates: Using our own payment provider IPS can provide preferred pricing for small-ticket mobile payment merchant processing. Quotes for this service are available upon request

COUPON SMARTER

Product/Service Price per unit
CouponSmarter for MSM’s $5.00 per meter / month
CouponSmarter for SSPM’s $0.50 per meter / month
Minimum Monthly Charge $100.00

MOBILE PAYMENTS

Per Transaction Fees Fees
Secure Credit Card Gateway / Convenience Fee (per transaction)* $0.35 Optional: Pushing Time to Meter $0.10
Optional: Merchant Processing Fees (per transaction) TBQ

Product/Service Price per unit
Mobile payment decals for SSPM (Front/Back) TBQ
Mobile payment decals for SSPM (Side) TBQ
Mobile payment decals for MSM TBQ
Decal Shipping TBQ
On-site Setup and Installation see below
Additional signage or scope of work to be quoted upon request TBQ

On-site setup: IPS shall provide the client with instructions on how to set up / install decals in support of the PARK SMARTER™ mobile payment application. However, IPS will send staff to provide installation and setup services. The costs for these services will be based on the costs of travel, rental car, hotel, and per diem expenses and will be added to the setup invoice at the completion of the service.

Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 CONFIDENTIAL – ALL PRICING IS PROPERTY OF IPS GROUP, INC

AND SHALL NOT BE SHARED OR DUPLICATED

Page 9 of 18 ends

IMPLEMENTATION WITH 3RD PARTIES
Product/Service Price per unit
Implementation with 3rd party for enforcement TBQ
Customizations $200/hr

Implementation: IPS shall integrate with 3rd party enforcement software or IPS can provide the client with IPS enforcement software at prices not included in this proposal. Any client designated 3rd party that charges IPS for integration services will be passed along to the client.

IPS LIMITED WARRANTY – METER SOLUTION
IPS will provide a limited parts warranty for any new meter or sensor product manufactured and supplied by IPS for 12 months under normal use. The warranty protects against defects in materials and workmanship from the point of installation or 15 months from the date of delivery, whichever is sooner, and 90 days from the date of delivery received in the case of spare or repaired products.

Software Services are provided “as-is” and IPS shall provide bug fixes at no cost during the contract term.

Additional Warranty Provisions: IPS must have the opportunity to assist in the initial deployment and system installation. Repair or replacement under warranty of any defective product (including any meter or subcomponent) does not extend the warranty period for that product or subcomponent. IPS will either repair or replace products or subcomponents, at our discretion, that are found to be defective within the defined warranty period, with transportation costs prepaid by the customer.

Returns for credit will only apply once IPS has received a defective product (including any meter or subcomponent) and confirmed that defects were within the warranty period and are covered under the terms and conditions of the warranty provided. IPS strongly recommends that customers pre-purchase spare parts inventory for immediate access. Defective parts can be replaced immediately from customer stock and IPS shall replace such components upon receipt and determination of defect. On - site labor is explicitly not included in this limited warranty. Customer shall be sufficiently trained to perform all on-site work, including meter or sub-component removal/replacement. IPS can provide additional on-site services under a separate maintenance agreement or quoted on an as-needed basis.

THE WARRANTIES CONTAINED IN THE AGREEMENT DOCUMENTS ARE IPS’S SOLE AND EXCLUSIVE WARRANTIES. THE EXTENT OF IPS’S LIABILITY FOR A WARRANTY CLAIM IS LIMITED TO THE

REPAIR OR REPLACEMENT OF THE DEFECTIVE EQUIPMENT OR DEFECTIVE SERVICE OR SOFTWARE AT THE SOLE OPTION OF IPS. IPS AFFIRMATIVELY EXCLUDES ANY AND ALL OTHER WARRANTIES,

CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT

TO THE EQUIPMENT AND/OR SERVICES OR SOFTWARE PROVIDED INCLUDING ANY AND ALL

IMPLIED WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, OR FITNESS OR SUITABILITY

FOR ANY PURPOSE (WHETHER OR NOT IPS KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 CONFIDENTIAL – ALL PRICING IS PROPERTY OF IPS GROUP, INC

AND SHALL NOT BE SHARED OR DUPLICATED

Page 10 of 18 ends

IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE) WHETHER ARISING BY LAW OR BY REASON OF CUSTOM OF THE TRADE.

Exclusions: Warranty voided with use of imitation or non-genuine IPS replacement parts, un- authorized alterations, abuse, vandalism, improper installation by customer, handling or general misuse to the equipment (hardware or software), including attempted repairs tha t result in damage.

The warranty specifically excludes any consumable items such as paper, batteries, etc. Software warranty is void if usernames and/or passwords are shared with third parties, or allowance of third party access to IPS software without IPS written consent. Force Majeure: IPS shall not be liable for any warranty provisions where such product failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity, internet services or cellular telecommunication failures caused by any of the events or causes described above. IPS provides no warranty with respect to any third-party hardware or software, whether supplied in connection with this Agreement or otherwise.

Preventative Maintenance: The primary operational elements will be a working battery, card reader, coin validator and printer (if applicable). All product surfaces should be kept clean with mild soap and water. No harsh chemicals should be used on any plastic surfaces. The card rea der heads should be cleaned with a cleaning card every 1-2 months to ensure optimum performance. Cleaning cards may be purchased from IPS. Batteries should be replaced when notified by the IPS Data Management System. At 6-month increments, the coin validator shall be visually inspected for any damage or debris. Compressed air may be used to keep the card reader, coin acceptor or printer (if applicable) clear of debris, every 6 months. Additional preventative maintenance shall be a dministered by customer staff at such time as it is apparent to be necessary, even if it should occur on a more frequent basis than described herein.

Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 CONFIDENTIAL – ALL PRICING IS PROPERTY OF IPS GROUP, INC

AND SHALL NOT BE SHARED OR DUPLICATED

Page 11 of 18 ends

ENFORCEMENT/PERMITTING SYSTEMS
The IPS Mobile Enforcement Application is available on both Android and iOS operating systems. IPS can also utilize existing Android and/or iOS devices or supply new ones as presented below.

HANDHELD DEVICE AND HARDWARE
2-Piece Lease Package Option Platinum
2-piece Android or iOS Smart Device with 3” Bluetooth Printer X Mobile Enforcement Application X
Remote Management Suite X
Comprehensive Phone Support X
General Maintenance X
Mobile Data Plan X
Installation and Training X
Ruggedized Case X
Warranty 36 months
Lease Pricing (per device/month) $260.00

1-Piece Handheld Purchase Option Unit Price
XF 1-Piece Integrated Handheld with Printer
*Includes battery, hand strap, and docking station.
*Android device and data plan are not included. Customer must provide a Samsung S23U device.

$2,250.00
Spare Battery $165.00
Carrying Case $50.00
Shoulder Strap $35.00
Optional: Barcode Scanner $575.00
Optional: 3-Year Warranty $550.00

2-Piece Handheld Purchase Option Unit Price
Samsung Smart Device with ruggedized case and charger $1,495.00 iPhone with ruggedized case and charger $1,495.00
3” Bluetooth Printer with charger and belt clip $995.00 Optional: 3-Year Handheld Warranty $300.00
Optional: 3-Year Printer Warranty $300.00
*The model of the smart device and/or printer will be provided at time of ordering and is subject to change based on availability.
*All smart phone purchases require the purchase of a mobile data plan from IPS.

Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 CONFIDENTIAL – ALL PRICING IS PROPERTY OF IPS GROUP, INC

AND SHALL NOT BE SHARED OR DUPLICATED

Page 12 of 18 ends

Citation paper roll pricing is subject to final volume, approval of artwork design, and layout. All hardware and paper pricing is valid for 30 days and is subject to change based on availability. Pricing does not include any applicable shipping or sales tax.

ENFORCEMENT MANAGEMENT SYSTEM AND CITATION PROCESSING SERVICES

Citation Paper Units Unit Price
Citation Paper Template Setup (One-time fee) Per template/color $75.00 Mobile Citation Paper Per roll To Be Quoted

Point-of-Sale Cashiering Hardware Unit Price
Zebra EVM Barcode Scanner $849.95
Vasario APG Cash Drawer $349.00
Epson Multifunction Receipt Printer $1,525.00
Stripe Credit Card Terminal $365.00

Enforcement Management System Units Unit Price
One Time Setup & Configuration Per Unit $5,000 -
$10,000
Extended Project Management
*Free for the first 90 days, then charged monthly until implementation is live.

Per Month

$5,000.00
Data Conversion from Existing Citation Management
System One-Time $2,500.00
Third Party Integration One-Time Setup Per Integration $1,500.00

Enforcement Management System Ongoing Fee

Per citation
$1.50 per
citation or
$1,750.00 per
month,
whichever is
greater
Handheld Device Mobile Data Plan (Voice/Text not
included) Per unit/Per month $55.00
Handheld Device License & Support Per unit/Per month $55.00 Manual Citation Entry Fee Per unit $1.50
Registered Owner Acquisition* Per unit $1.25
Delinquent Notice Processing & Mailing (Includes
postage) Per unit $1.25
Certified Letters Per letter $12.50
Additional Letters and Correspondence (Includes
postage) Per letter $1.25
Third Party Integration Ongoing Maintenance & Support Per integration/month $75.00 Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 CONFIDENTIAL – ALL PRICING IS PROPERTY OF IPS GROUP, INC

AND SHALL NOT BE SHARED OR DUPLICATED

Page 13 of 18 ends

DELINQUENT COLLECTION SERVICES
PUBLIC CUSTOMER 24 HOUR CALL CENTER

PERMIT MANAGEMENT SYSTEM

Online & IVR Secure Credit Card Gateway Fee
*Can be charged to the public
*Assumes the use of the client merchant account

Per citation

$3.50
Optional: IPS Merchant Hosting Fee
*Can be charged to the public

Per transaction
$3.50 +
Interchange
Fees
Estimated Travel Expenses for Installation Per trip $2,000.00 On-site training and installation Per day $600.00
Remote training and installation Per unit INCLUDED
*Registered owner acquisition fees subject to change based on local DMV rates and access to Nlets data (ORI required).

IVR & LOCKBOX SERVICES
Enforcement Management System Units Unit Price
IVR Setup & Configuration One-Time $1,500.00
IVR Ongoing Maintenance & Support Per month $250.00
IVR Record & Store Calls (Optional) Per call $0.50
IVR Call Transcription (Optional) Per call $1.00
Lockbox Setup & Configuration One-Time $750.00
Lockbox Operations Per month $95.00
Lockbox Mail-in Payments Per unit $1.50

Collections Units Unit Price
Advanced/Delinquent Collections % of amount
collected
35% of amount
collected

Call Center Services Units Unit Price
Cost Per Minute Per minute $1.10

Item Units Unit Price
Setup & Configuration One-time $5,000 - $10,000
Extended Project Management
*Free for the first 90 days, then charged monthly until implementatnoi is live.

Per Month

$5,000.00
Permit Management System Ongoing Cost Per Permit $2.00
Permit Fulfillment Per unit $3.00
Physical Permit Stock (Hangtags/Stickers) Per unit TBQ
Additional Letters and Correspondence (Includes postage) Per Letter $1.25 Third Party Integration Setup One-time $1,500.00
Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 CONFIDENTIAL – ALL PRICING IS PROPERTY OF IPS GROUP, INC

AND SHALL NOT BE SHARED OR DUPLICATED

Page 14 of 18 ends

CURBSIDE RESERVATION SYSTEM
NOTE: This pricing is FOB, IPS Group, San Diego, CA. Sales taxes and shipping charges will be added to the final invoice. IPS shall have the right to adjust Agreement pricing due to increases in Inflation as published by the US Bureau of Labor Statistics for All Items Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average compounded annually.

ADDITIONAL SCOPE AND ALTERNATIVE PRICING MODELS

Third Party Integration Ongoing Maintenance & Support Per integration/month $75.00 Online Secure Credit Card Gateway Fee
*Can be charged to the public
*Assumes the use of the client merchant account

Per permit

$3.50
Optional: IPS Merchant Hosting Fee
*Can be charged to the public

Per transaction
$3.50 +
Interchange
Fees

VALIDATION SYSTEM
Item Units Unit Price
Setup & Configuration One-time $2,500.00
Validation Program Ongoing Cost Per Validation $0.50

Item Units Unit Price
Setup & Configuration One-time $2,500.00
Curbside Reservation Ongoing Cost Per Reserved
Space Per Day $1.00
Credit Card Gateway Fee
*Can be charged to the public
*Assumes the use of the client merchant account

Per transaction

$3.50
Optional: IPS Merchant Hosting Fee
*Can be charged to the public Per transaction 3.50 + Interchange Fee

Item Units Unit Price
All-Inclusive or Per Ticket Pricing Options for
Enforcement and Permitting Solutions * Per unit TBQ
Customizations and development outside original scope
of work Per hour $200.00
*Quote to be provided based on number of tickets/permits issued, handhelds required, and other client information.

Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 CONFIDENTIAL – ALL PRICING IS PROPERTY OF IPS GROUP, INC

AND SHALL NOT BE SHARED OR DUPLICATED

Page 15 of 18 ends

IPS LIMITED WARRANTY - ENFORCEMENT AND PERMITS
IPS will provide a limited parts warranty for any physical product, such as handhelds or printers, in accordance with the manufacturer’s warranty. Software Services are provided “as-is” in accordance with the scope of services and shall perform substantially in accordance with an identifiable set of functional specifications. IPS shall provide bug fixes and generally available upgrades at no cost during the contract term.

Additional Warranty Provisions: Repair or replacement under warranty of any defective product does not extend the warranty period for that product or subcomponent. IPS will either repair or replace products or subcomponents, at our discretion, that are found to be defective within the defined warranty period, with transportation costs prepaid by the customer. Returns for credit will only apply once IPS has received a defective product and confirmed that defects were within the warranty period and are covere d under the terms and conditions of the warranty provided. THE WARRANTIES CONTAINED IN THE AGREEMENT

DOCUMENTS ARE IPS’S SOLE AND EXCLUSIVE WARRANTIES. THE EXTENT OF IPS’S LIABILITY FOR A

WARRANTY CLAIM IS LIMITED TO THE REPAIR OR REPLACEMENT OF THE DEFECTIVE EQUIPMENT OR DEFECTIVE SERVICE OR SOFTWARE AT THE SOLE OPTION OF IPS. IPS AFFIRMATIVELY EXCLUDES ANY

AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR

WRITTEN), WITH RESPECT TO THE EQUIPMENT AND/OR SERVICES OR SOFTWARE PROVIDED INCLUDING

ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, OR FITNESS OR

SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT IPS KNOWS, HAS REASON TO KNOW, HAS BEEN

ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE) WHETHER ARISING BY LAW OR BY REASON OF CUSTOM OF THE TRADE.

Exclusions: Warranty voided with use of imitation or non-genuine replacement parts, unauthorized alterations, abuse, vandalism, products subjected to unusual physical or electrical stress, improper handling or general misuse to the equipment (hardware or software), including attempted repairs that result in damage. Warranty specifically excludes any consumable items such as paper, batteries, etc. Software warranty is void if usernames and/or passwords are shared with 3rd parties, or allowance of 3rd party access to IPS software without IPS written consent, or any unauthorized changes or attempts to change IPS software. Force Majeure: IPS shall not be liable for any warranty provisions where such product failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity, internet services or cellular telecommunication failures caused by any of the events or causes described above. IPS provides no warranty with respect to any 3rd party hardware or software, whether supplied in connection with this Agreement or otherwise. IPS is not liable in any way as a result of use or performance of customer internet service or wireless data services provided by national carriers.

Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 CONFIDENTIAL – ALL PRICING IS PROPERTY OF IPS GROUP, INC

AND SHALL NOT BE SHARED OR DUPLICATED

Page 16 of 18 ends

CITY MARKETING SERVICES
For a standard to a full-agency experience, please choose from our tiered packages below. All marketing collateral/art files will be sent electronically.

BASIC PACKAGE DELUXE PACKAGE PREMIUM PACKAGE
Standard Website—
City Hosted (HTML File)
Custom Website—
IPS Hosted (+ Web Hosting)
Custom Website —
IPS Hosted (+ Web
Hosting)
Choose One: Standard Tri-
Fold or a Standard Poster
Custom Trifold Custom Trifold*
How-to-use Video (Embed
Code)
Custom Poster Custom Poster*
1 Round of Revisions Road or Garage Sign Design Road or Garage Sign Design Generic Press Release Custom Press Release
Mini Postcard Mini Postcard*
Tent Card Tent Card*
How-to-Use Video (Embed
Code)
Window Cling*
Up to 2 Rounds of Revisions Additional Outdoor Sign
Design
Promotional Landing Page
Eblast for your Database
1 Design for Promo Item
Custom Intro on How-to-
Use Video (+ Embed
Code)
Up to 4 Social Media Posts
Up to 4 Rounds of
Revisions
Customer Cost:
$0.00 Customer Cost:
$5,000
(+ $100/mo. web hosting fee)
Customer Cost:
$9,500
(+ $100/mo. web hosting
fee)

*Printing & shipping will be quoted separately. Prices above are subject to change. Customized programs beyond the scope of standard packages will be priced accordingly. Á la carte services will be quoted separately. Additional edit rounds will be billed at $100/hr. For more information, please contact us.

Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 CONFIDENTIAL – ALL PRICING IS PROPERTY OF IPS GROUP, INC

AND SHALL NOT BE SHARED OR DUPLICATED

Page 17 of 18 ends

Projected Implementation Timeline
• Text To Pay decals, Parksmarter decals, and MS3 multi-space paystations ordered October 1, 2024. • Text To Pay and Parksmarter decals expected to be received at the City of Alameda by November 15, 2024 at which point the city can apply the decals to all meters and go live. • MS3 multi-space paystations expected to be received by the City of Alameda by January 10, 2025 and then installed by January 31, 2025, at which point the meters will be activated.

Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 CONFIDENTIAL – ALL PRICING IS PROPERTY OF IPS GROUP, INC

AND SHALL NOT BE SHARED OR DUPLICATED

Page 18 of 18 ends

Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 CONFIDENTIAL – ALL PRICING IS PROPERTY OF IPS GROUP, INC

AND SHALL NOT BE SHARED OR DUPLICATED

Page 19 of 18 ends

• Text To Pay decals will be placed on all single and multi-space meters. • End users will be able to text the number on the decal, put in the zone number, and pay through an online browser on their smartphone.
• For surface lots, the decal template can be used to create signage to be placed around the lot, making it easier for users to be able to pay by their car instead of having to utilize a pay station. • Decal selection below.

Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 CONFIDENTIAL – ALL PRICING IS PROPERTY OF IPS GROUP, INC

AND SHALL NOT BE SHARED OR DUPLICATED

Page 20 of 18 ends

Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?

INSR ADDLSUBRLTR INSDWVD

DATE (MM/DD/YYYY)
PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext):E-MAILADDRESS:INSURER A :INSURED INSURER B :INSURER C :INSURER D :INSURER E :INSURER F :

POLICY NUMBERPOLICY EFFPOLICY EXPTYPE OF INSURANCELIMITS(MM/DD/YYYY)(MM/DD/YYYY)

AUTOMOBILE LIABILITY

UMBRELLA LIABEXCESS LIABWORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE$DAMAGE TO RENTEDCLAIMS-MADEOCCUR $PREMISES (Ea occurrence)MED EXP (Any one person)$PERSONAL & ADV INJURY$GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$PRO-POLICYLOC PRODUCTS - COMP/OP AGG$JECTOTHER: $COMBINED SINGLE LIMIT$(Ea accident)ANY AUTO BODILY INJURY (Per person)$OWNEDSCHEDULEDBODILY INJURY (Per accident)$AUTOS ONLYAUTOSHIREDNON-OWNEDPROPERTY DAMAGE$AUTOS ONLYAUTOS ONLY(Per accident)$OCCUR EACH OCCURRENCE$CLAIMS-MADEAGGREGATE$DEDRETENTION$ $PEROTH-STATUTEERE.L. EACH ACCIDENT$E.L. DISEASE - EA EMPLOYEE$If yes, describe underE.L. DISEASE - POLICY LIMIT$DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGENAIC #

COMMERCIAL GENERAL LIABILITY
Y / NN / A(Mandatory in NH)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE 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.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

COVERAGESCERTIFICATE NUMBER:REVISION NUMBER:

CERTIFICATE OF LIABILITY INSURANCE
Lockton Insurance Brokers, LLC
License #0F15767
4275 Executive Square, Suite 600
La Jolla CA 92037
(858) 587-3100
IPS Group, Inc.
7737 Kenamar Court
San Diego CA 92121 Continental Casualty Company 20443
The Continental Insurance Company 35289
National Fire Insurance Co of Hartford 20478
Valley Forge Insurance Company 20508
Lloyd's Syndicate 457 (Munich Re Syndicate Limited)
X
X
1,000,000
1,000,000
15,000
1,000,000
2,000,000
2,000,000
X
X X
1,000,000

XXXXXXX

XXXXXXX
Comp./Coll. Ded 1,000
X X 20,000,000
20,000,000

XXXXXXX
N
X
1,000,000
1,000,000
1,000,000
Tech E&0/Cyber Each Occ. 5,000,000;
Agg.: 5,000,000;
Ded.: 100,000
B 6013847872 3/19/2024 3/19/2025
A 4034952942 3/19/2024 3/19/2025
E 01MRCT0000037-02 (E&O) 3/19/2024 3/19/2025
C 4034952990 3/19/2024 3/19/2025
D 5093308451 (CA) 3/19/2024 3/19/2025
D 5093308496 (AOS) 3/19/2024 3/19/2025
3/19/2025
1377909
Y Y
Y Y
Y N
N
8/16/2024
N N
14616583
14616583 XXXXXXX
The City of Alameda
2263 Santa Clara Ave
Alameda CA 94501
THIS CERTIFICATE SUPERSEDES ALL PREVIOUSLY ISSUED CERTIFICATES FOR THIS HOLDER, APPLICABLE TO THE CARRIERS LISTED AND THE POLICY TERM(S) REFERENCED.

Worker’s Compensation insurance does not apply to states ND, OH, W A, WY . Tech E&O/Cyber provides coverage for Network Security and Privacy Liability, as well as Breach Event, Cyber Extortion, and Business Interruption The City, its City Council, boards, commissions, officials, employees, agents, and volunteers is/are Additional Insured to the extent provided by the policy language or endorsement issued or approved by the insurance carrier. Waiver of Subrogation applies per attached endorsement(s) or policy language. Insurance provided to Additional Insured(s) is primary and non-contributory as per the attached endorsements or policy language.

X
See Attachments
Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 9/4/2024
Policy No: 4034952942CNATechnology General Liability Extension EndorsementIt is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply.TABLE OF CONTENTS1. Additional Insureds2. Additional Insured - Primary And Non-Contributory To Additional Insured’s Insurance3. Bodily Injury – Expanded Definition4. Broad Knowledge of Occurrence/ Notice of Occurrence5. Broad Named Insured6. Estates, Legal Representatives and Spouses7. Expected Or Intended Injury – Exception for Reasonable Force8. In Rem Actions9. Incidental Health Care Malpractice Coverage10. Joint Ventures/Partnership/Limited Liability Companies11. Legal Liability – Damage To Premises12. Medical Payments13. Non-owned Aircraft Coverage14. Non-owned Watercraft15. Personal And Advertising Injury – Discrimination or Humiliation16. Personal And Advertising Injury - Limited Contractual Liability17. Property Damage - Elevators18. Supplementary Payments19. Property Damage – Patterns, Molds and Dies20. Unintentional Failure To Disclose Hazards21. Waiver of Subrogation – Blanket1. ADDITIONAL INSUREDSa. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement:(1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to:(a) the bodily injury or property damage; or(b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage.b. However, subject always to the terms and conditions of this policy, including the limits of insurance, theInsurer will not provide such additional insured with:(1) a higher limit of insurance than required by such contract or agreement; or(2) coverage broader than required by such contract or agreement, and in no event broader than that Attachment Code: D530456 Certificate ID: 14616583
Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 described by the applicable paragraph A. through K. below.Any coverage granted by this endorsement shall apply only to the extent permissible by law.b. However, subject always to the terms and conditions of this policy, including the limits of insurance, theInsurer will not provide such additional insured with:(1) a higher limit of insurance than required by such contract or agreement; or(2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below.Any coverage granted by this endorsement shall apply only to the extent permissible by law.B. Co-owner of Insured PremisesA co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner’s liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises.C. Grantor of FranchiseAny person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization’s liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured.D. Lessor of EquipmentAny person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured’s maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease.E. Lessor of LandAny person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured.F. Lessor of PremisesAn owner or lessor of premises leased to the Named Insured, or such owner or lessor’s real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured.

Attachment Code: D530456 Certificate ID: 14616583
Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 G. Mortgagee, Assignee or ReceiverA mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver’s liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured’s ownership, maintenance, or use of a premises by a Named Insured.The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured.H. State or Governmental Agency or Subdivision or Political Subdivisions – Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision’s liability for bodily injury, property damage or personal and advertising injury arising out of:1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies:a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar exposures; orb. the construction, erection, or removal of elevators; orc. the ownership, maintenance or use of any elevators covered by this insurance; or2. the permitted or authorized operations performed by a Named Insured or on a Named Insured’s behalf.The coverage granted by this paragraph does not apply to:a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; orb. Bodily injury or property damage included within the products-completed operations hazard.With respect to this provision’s requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured.I. Trade Show Event Lessor1. With respect to a Named Insured’s participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization’s liability for bodily injury, property damage or personal and advertising injury caused by:a. the Named Insured’s acts or omissions; orb. the acts or omissions of those acting on the Named Insured’s behalf, in the performance of the Named Insured’s ongoing operations at the trade show event premises during the trade show event.

Attachment Code: D530456 Certificate ID: 14616583
Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2

2. The coverage granted by this paragraph does not apply to bodily injury or property damage includedwithin the products-completed operations hazard.J. VendorAny person or organization but only with respect to such person or organization’s liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that:1. The coverage granted by this paragraph does not apply to:a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement;b. any express warranty unauthorized by the Named Insured;c. any physical or chemical change in any product made intentionally by such person or organization;d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;e. any failure to make any inspections, adjustments, tests or servicing that such person or organization 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;f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization’s premises in connection with the sale of a product;g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; orh. bodily injury or property damage arising out of the sole negligence of such person or organization 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:(1) the exceptions contained in Subparagraphs d. or f. above; or(2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products.2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products.3. This Paragraph J. also does not apply:a. to any vendor specifically scheduled as an additional insured by endorsement to this CoveragePart;b. to any of your products for which coverage is excluded by endorsement to this Coverage Attachment Code: D530456 Certificate ID: 14616583
Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 Part; norc. if bodily injury or property damage included within the products-completed operations hazardis excluded by endorsement to this Coverage Part.K. Other Person Or Organization / Your WorkAny person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured’s acts or omissions.The coverage granted by this paragraph does not apply to any person or organization:1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part;nor2. for bodily injury or property damage included within the products-completed operations hazardexcept to the extent all of the following apply:a. this Coverage Part provides such coverage;b. the written contract or agreement described in the opening paragraph of this ADDITIONALINSUREDS Provision requires the Named Insured to provide the additional insured such coverage;andc. the bodily injury or property damage results from your work that is the subject of the writtencontract or agreement, and such work has not been excluded by endorsement to this CoveragePart.2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED’S INSURANCEA. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section isamended to add the following paragraph:If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary andnon-contributory relative to an additional insured's own insurance, then this insurance is primary, and theInsurer will not seek contribution from that other insurance. For the purpose of this Provision 2., theadditional insured's own insurance means insurance on which the additional insured is a named insured.B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above:Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization.3. BODILY INJURY – EXPANDED DEFINITIONUnder DEFINITIONS, the definition of bodily injury is deleted and replaced by the following:Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease.

Attachment Code: D530456 Certificate ID: 14616583
Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2

4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCEUnder CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or SuitCondition is amended to add the following provisions:A. BROAD KNOWLEDGE OF OCCURRENCEThe Named Insured must give the Insurer or the Insurer’s authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice.B. NOTICE OF OCCURRENCEThe Named Insured’s rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured’s reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim.5. BROAD NAMED INSUREDWHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following:3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insuredhas management control:a. on the effective date of this Coverage Part; orb. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance.But this BROAD NAMED INSURED provision does not apply to:(a) any partnership or joint venture; or(b) any organization for which coverage is excluded by another endorsement attached to this CoveragePart.For the purpose of this provision, and of this endorsement’s JOINT VENTURES / PARTNERSHIP /LIMITED LIABILITY COMPANIES provision, management control means:A. owning interests representing more than 50% of the voting, appointment or designation power for theselection of a majority of the Board of Directors of a corporation, or the members of the managementboard of a limited liability company; orB. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or Attachment Code: D530456 Certificate ID: 14616583
Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 transfer or sell property held by a trust.4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, thisinsurance does not apply to:a. bodily injury or property damage that first occurred prior to the date of management control, or thatfirst occurs after management control ceases; norb. personal or advertising injury caused by an offense that first occurred prior to the date ofmanagement control or that first occurs after management control ceases.5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba) as any Named Insuredshould choose to employ.6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSESThe estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses’ acts, errors or omissions in the conduct of the Named Insured’s business.7. EXPECTED OR INTENDED INJURY – EXCEPTION FOR REASONABLE FORCEUnder COVERAGES, Coverage A – Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following:This insurance does not apply to:Expected or Intended InjuryBodily 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.8. IN REM ACTIONSA quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured.9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGESolely with respect to bodily injury that arises out of a health care incident:A. Under COVERAGES, Coverage A – Bodily Injury And Property Damage Liability, the InsuringAgreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following:b. This insurance applies to bodily injury provided that the professional health care services are Attachment Code: D530456 Certificate ID: 14616583
Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 incidentalto the Named Insured’s primary business purpose, and only if:(1) such bodily injury is caused by an occurrence that takes place in the coverage territory.(2) the bodily injury first occurs during the policy period. All bodily injury arising from anoccurrence will be deemed to have occurred at the time of the first act, error, or omission that ispart of the occurrence; andB. Under COVERAGES, Coverage A – Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to:i. add the following to the Employers Liability exclusion:This exclusion applies only if the bodily injury arising from a health care incident is covered by otherliability insurance available to the Insured (or which would have been available but for exhaustion of itslimits).ii. delete the exclusion entitled Contractual Liability and replace it with the following:This insurance does not apply to:Contractual Liabilitythe Insured’s actual or alleged liability under any oral or written contract or agreement, including but notlimited to express warranties or guarantees.iii. add the following additional exclusions.This insurance does not apply to:Discriminationany actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited toclaims based on an individual’s race, creed, color, age, gender, national origin, religion, disability,marital status or sexual orientation.Dishonesty or CrimeAny actual or alleged dishonest, criminal or malicious act, error or omission.Medicare/Medicaid Fraudany actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal,state or local governmental program.Services Excluded by EndorsementAny health care incident for which coverage is excluded by endorsement.C. DEFINITIONS is amended to:i. add the following definitions:

Attachment Code: D530456 Certificate ID: 14616583
Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 Health care incident means an act, error or omission by the Named Insured’s employees orvolunteer workers in the rendering of:a. professional health care services on behalf of the Named Insured orb. Good Samaritan services rendered in an emergency and for which no payment is demanded orreceived.Professional health care services means any health care services or the related furnishing of food,beverages, medical supplies or appliances by the following providers in their capacity as such but solelyto the extent they are duly licensed as required:a. Physician;b. Nurse;c. Nurse practitioner;d. Emergency medical technician;e. Paramedic;f. Dentist;g. Physical therapist;h. Psychologist;i. Speech therapist;j. Other allied health professional; orProfessional health care services does not include any services rendered in connection with humanclinical trials or product testing.ii. delete the definition of occurrence and replace it with the following:Occurrence means a health care incident. All acts, errors or omissions that are logically connected byany common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence;iii. amend the definition of Insured to:a. add the following:• the Named Insured’s employees are Insureds with respect to:(1) bodily injury to a co-employee while in the course of the co-employee’s employment by Attachment Code: D530456 Certificate ID: 14616583
Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 the Named Insured or while performing duties related to the conduct of the NamedInsured’s business; and(2) bodily injury to a volunteer worker while performing duties related to the conduct of theNamed Insured’s business;when such bodily injury arises out of a health care incident.• the Named Insured’s volunteer workers are Insureds with respect to:(1) bodily injury to a co-volunteer worker while performing duties related to the conduct ofthe Named Insured’s business; and(2) bodily injury to an employee while in the course of the employee’s employment by theNamed Insured or while performing duties related to the conduct of the Named Insured’sbusiness;when such bodily injury arises out of a health care incident.b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED.c. add the following:Insured does not include any physician while acting in his or her capacity as such.D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following:Other Insuranceb. Excess Insurance(1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risktransfer instrument, whether primary, excess, contingent or on any other basis, except for insurancepurchased specifically by the Named Insured to be excess of this coverage.10. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIESWHO IS AN INSURED is amended to delete its last paragraph and replace it with the following:No person or organization is an Insured with respect to:• the conduct of any current or past partnership or joint venture that is not shown as a Named Insured inthe Declarations; nor• the conduct of a current or past limited liability company in which a Named Insured’s interest does/didnot rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that:

Attachment Code: D530456 Certificate ID: 14616583
Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date;b. the bodily injury or property damage first occurred after such termination date; andc. there is no other valid and collectible insurance purchased specifically to insure the partnership, jointventure or limited liability company.11. LEGAL LIABILITY – DAMAGE TO PREMISESA. Under COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following:Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire) to premises rented to the Named Insured or temporarily occupied by the Named Insured with thepermission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 orfewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You asdescribed in LIMITS OF INSURANCE.B. Under COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following:Exclusions c. through n. do not apply to damage by fire to premises while rented to a Named Insured ortemporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days.A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section.C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following:6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To YouLimit is the most the Insurer will pay under COVERAGE A for damages because of property damageto:a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insuredwith the permission of the owner; andb. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewerconsecutive days.The Damage To Premises Rented To You Limit is $500,000. unless a different Damage to PremisesRented to You Limit is shown in the Declarations.D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii), and replace it with thefollowing:

Attachment Code: D530456 Certificate ID: 14616583
Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 (ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured’s care, custody or control;E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part.12. MEDICAL PAYMENTSA. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it withthe following:7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most theInsurer will pay under Coverage C – Medical Payments for all medical expenses because of bodilyinjury sustained by any one person. The Medical Expense Limit is the greater of:(1) $15,000 unless a different amount is shown here: @@@@@@@@@@@@@@; or(2) the amount shown in the Declarations for Medical Expense Limit.B. Under COVERAGES, the Insuring Agreement of Coverage C – Medical Payments is amended toreplace Paragraph 1.a.(3)(b) with the following:(b) The expenses are incurred and reported to the Insurer within three years of the date of the accident;and This Paragraph B. does not apply to medical expenses incurred in the state of Missouri.13. NON-OWNED AIRCRAFTUnder COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows:The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following:This exclusion does not apply to an aircraft not owned by any Named Insured, provided that:1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot;2. the aircraft is rented with a trained, paid crew to the Named Insured; and3. the aircraft is not being used to carry persons or property for a charge.14. NON-OWNED WATERCRAFTUnder COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitledExclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, andreplace it with the following.This exclusion does not apply to:

Attachment Code: D530456 Certificate ID: 14616583
Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 (2) a watercraft that is not owned by any Named Insured, provided the watercraft is:(a) less than 75 feet long; and(b) not being used to carry persons or property for a charge.15. PERSONAL AND ADVERTISING INJURY –DISCRIMINATION OR HUMILIATIONA. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort:• Discrimination or humiliation that results in injury to the feelings or reputation of a natural person.B. Under COVERAGES, Coverage B – Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to:1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with thefollowing:This insurance does not apply to:Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of:(a) the Named Insured; or(b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured isa limited liability company) of the Named Insured.2. add the following exclusions:This insurance does not apply to:Employment Related DiscriminationDiscrimination or humiliation directly or indirectly related to the employment, prospective employment,past employment or termination of employment of any person by any Insured.Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured.Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination.The coverage provided by this PERSONAL AND ADVERTISING INJURY –DISCRIMINATION OR Attachment Code: D530456 Certificate ID: 14616583
Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from Provision 1. ADDITIONAL INSURED of this endorsement; or  attachment of an additional insured endorsement to this Coverage Part.16. PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITYA. Under COVERAGES, Coverage B –Personal and Advertising Injury Liability, the paragraph entitledExclusions is amended to delete the exclusion entitled Contractual Liability and replace it with thefollowing:This insurance does not apply to:Contractual LiabilityPersonal and advertising injury for which the Insured has assumed liability in a contract or agreement.This exclusion does not apply to liability for damages:(1) that the Insured would have in the absence of the contract or agreement; or(2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided:(a) liability to such party for, or for the cost of, that party's defense has also been assumed in suchinsured contract; and(b) such attorney fees and litigation expenses are for defense of such party against a civil or alternativedispute resolution proceeding in which covered damages are alleged.B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete thedefinition of insured contract in its entirety, and replace it with the following:Insured contract means that part of a written contract or written agreement pertaining to the NamedInsured’s business under which the Named Insured assumes the tort liability of another party to pay forpersonal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tortliability means a liability that would be imposed by law in the absence of any contract or agreement.C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS – COVERAGES A AND B:1. Paragraph 2.d. is replaced by the following:d. The allegations in the suit and the information the Insurer knows about the offense alleged in suchsuit are such that no conflict appears to exist between the interests of the Insured and the interests Attachment Code: D530456 Certificate ID: 14616583
Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 of the indemnitee;2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following:So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of thatindemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expensesincurred by the indemnitee at the Insurer’s request will be paid as defense costs. Notwithstanding theprovisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement),such payments will not be deemed to be damages for personal and advertising injury and will notreduce the limits of insurance.D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B –Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part.17. PROPERTY DAMAGE – ELEVATORSA. Under COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitledExclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and(6) of the Damage to Property Exclusion do not apply to property damage that results from the use ofelevators.B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE – ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph:This insurance is excess over any of the other insurance, whether primary, excess, contingent or on anyother basis that is Property insurance covering property of others damaged from the use of elevators.18. SUPPLEMENTARY PAYMENTSThe section entitled SUPPLEMENTARY PAYMENTS – COVERAGES A AND B is amended as follows:A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a$5,000. limit; andB. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a$1,000. limit.19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIESUnder COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitledExclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, butonly with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only ifsuch patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of$25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage,and this limit:

Attachment Code: D530456 Certificate ID: 14616583
Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; andB. applies excess over any valid and collectible property insurance available to the Insured, including anydeductible applicable to such insurance; the Other Insurance condition is changed accordingly.20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDSIf the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the NamedInsured’s Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure.21. WAIVER OF SUBROGATION - BLANKETUnder CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amendedto add the following:The Insurer waives any right of recovery the Insurer may have against any person or organization because ofpayments the Insurer makes for injury or damage arising out of:1. the Named Insured’s ongoing operations; or2. your work included in the products-completed operations hazard.However, this waiver applies only when the Named Insured has agreed in writing to waive such rights ofrecovery in a written contract or written agreement, and only if such contract or agreement:1. is in effect or becomes effective during the term of this Coverage Part; and2. was executed prior to the bodily injury, property damage or personal and advertising injury giving riseto the claim.All other terms and conditions of the Policy remain unchanged.CNA74872XX (1-15)This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy.

Attachment Code: D530456 Certificate ID: 14616583
Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 Business Auto Policy Policy EndorsementADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORYIt is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows:SCHEDULEName of Additional Insured Person Or OrganizationANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT TO NAME AS AN ADDITIONAL INSURED.1.In conformance with paragraph A.1.c. of Who Is An Insured of Section - LIABILITY COVERAGE, the person or organization scheduled above is an insured under this policy.2.The insurance afforded to the additional insured under this policy will apply on a primary and non-contributory basis if you have committed it to be so in a written contract or written agreement executed prior to the date of the "accident" for which the additional insured seeks coverage under this policy.All other terms and conditions of the policy remain unchangedThis endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy.

Form No: CNA71527XX (10-2012)Policy No: 6013847872Endorsement Effective Date:Endorsement Expiration Date:Policy Effective Date: 3/19/2024Endorsement No: 25; Page: 1 of 1Policy Page: 100 of 163 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606© Copyright CNA All Rights Reserved.

Attachment Code: D530457 Certificate ID: 14616583
Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2 Business Auto Policy Policy EndorsementWAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) ITHIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: IPS GROUP, INC.Endorsement Effective Date: 03/19/2024SCHEDULE Name(s) Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization.

Form No: CA 04 44 10 13Policy No: 6013847872Endorsement Effective Date:Endorsement Expiration Date:Policy Effective Date: 3/19/2024 Endorsement No: 10; Page: 1 of 1Policy Page: 78 of 200 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 ® Copyright Insurance Services Office, Inc., 2011 CNA
Attachment Code: D530528 Certificate ID: 14616583
Docusign Envelope ID: B8825BAB-1BFF-48E1-B191-AF773EFF329F Docusign Envelope ID: B2F540F0-CD7E-4B0F-A5BD-4F5935D92BB2

Alameda City CouncilSeptember 17, 2024

Alameda City Council
September 17, 2024