Exhibit 1 - Standard Agreement — City Council and Concurrent Authorities, August 20, 2024

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CITY OF STOCKTON

STANDARD AGREEMENT

1. This Agreement is entered into between the City of Stockton (“City”) and (“Contractor”)to provide
as set forth in Exhibit A to this Agreement.
_____________________________________________________________________________

2. The term of this Agreement is as follows, unless amended as described in Exhibit A and Exhibit C section 8:

Commences on: Terminates on:
_____________________________________________________________________________

3. The maximum not to exceed amount to be paid to Contractor for the term of this Agreement, including if authorized, reimbursement of expenses, is: $

4. The complete Agreement consists of all the following Agreement documents which by reference are incorporated and made a part of this Agreement. The parties agree to comply with the terms and conditions of this Agreement.

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____________________________________________________________________________ IN WITNESS WHEREOF, the authorized parties have executed this Agreement.

CONTRACTOR
______________________________________________________________________________________________ Contractor’sName (if other than an individual, state whether a corporation, partnership, etc.):
______________________________________________________________________________________________ Authorized Signature Date
______________________________________________________________________________________________ Printed Name and Title of Person Signing
______________________________________________________________________________________________ Address

CITY OF STOCKTON
_________________________________________________________BB________________ +DUU\%ODFN City Manager Date
ATTEST:
____________________________________________________________________________ (OL]D5*DU]D&0&, City Clerk
APPROVED AS TO FORM:
/RUL0$VXQFLRQ, City Attorney
BY:

Agreement Number:
(a) Exhibit A – Statement of Work
(b) Exhibit B – Insurance
(c) Exhibit C – General Terms Conditions
(d) Exhibit D –

H
Exhibit E – Compensation Schedule
(f) Exhibit F – Timeline
EXHIBIT 1
Hadronex Inc. DBA SmartCover Systems Wastewater Monitoring Services July 1, 2024 June 30, 2027
269,783.60
Goods and Services Special Terms and Conditions
ARPA
1 (Rev. 10.30.18)

EXHIBIT A

STATEMENT OF WORK

1. Project Objectives

1.1 Provide equipment, monitoring, support, and analysis for sanitary sewer activity through the City-wide sanitary wastewater collections system.

2. Project Scope

2.1 Contractor to provide, support, and warranty wastewater monitoring equipment specified by the City.

2.2 Contractor to conduct system wide analysis of City wastewater collection system and provide recommendations for optimal equipment and monitoring placements and strategies.

2.3 Contractor to provide training and support for use of the proprietary web-based monitoring software on an as-needed basis.

3. Specifications

3.1 All equipment and repair parts provided under this contract shall be compatible with existing Contractor monitoring software and equipment unless otherwise accepted by the City.

4. Major Deliverables

4.1 Continued and expanded use of the proprietary web-based monitoring software, including the expanded capability for monitoring stormwater inflow and intrusion at sites specified by the City.

4.2 Ten (10) new wastewater level monitoring equipment packages.

4.3 One (1) Smart Nodal Analysis Protocol (SNAP) study.

4.4 Conditional parts warranty service for all monitored equipment; exclusions may apply. Damage from acts of nature, misuse, lack of maintenance, vandalism, or unauthorized repair may not be covered under warranties. Warranties do not apply for relocations and modified installations. All units within the scope of this Contract must be covered for all warranty coverage options, labor costs are not included with System Parts and PowerPack warranty replacement coverage.

EXHIBIT 1
2 (Rev. 10.30.18)

5. Tasks That Support the Deliverables

5.1 Contractor to provide training, access, and support for web-based monitoring software.

5.2 City to provide access to workorder information and GIS data to support SNAP study.

6. Internal and External Standards and Guidelines

6.1 Web-based monitoring software shall be accessible through typical Windows based computer systems and mobile smartphones.

7. Criteria of Acceptance for Deliverables

7.1 Upon receipt of new equipment or parts, City shall inspect each system and order for completeness and damage. City shall not be responsible for shipping charges of orders which arrive incomplete or damaged.

7.2 Contractor shall supply SNAP study data and documentation in a hard copy format as well as a digital copy in a standard format such as PDF, or Microsoft Office formats.

8. Notices
Pursuant to Exhibit C – General Terms and Conditions, Paragraph 15 – Notices, the mailing address for all required notices is as follows:

Contractor: ______________________ City: City of Stockton ______________________ Attn: City Manager
______________________ 425 N. El Dorado Street
______________________ Stockton, CA 95202

9. Key Personnel
The contract will be managed by the Municipal Utilities Department Program Manager III for Collections, and/or the Deputy Director of Collections and Maintenance.

10. Option to Renew.

The term of the Agreement may be extended up to 2 years by a written amendment executed by both parties. However, the total term of the Agreement including the extended term shall not exceed 5 years.

EXHIBIT 1
REV 2022-05-17
Exhibit B:

Insurance Requirements
(SmartCover Level Systems)

Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE

Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City of Stockton requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Stockton.

Other Insurance Provisions

The insurance policies are to contain, or be endorsed to contain, the following provisions:

AAdditional Insured Status
The City of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Additional insured Name of Organization shall read “City of Stockton, its officers, EXHIBIT 1
REV 2022-05-17
officials, employees, and volunteers.” Policy shall cover City of Stockton, its officers, officials, employees, and volunteers for all locations work is done under this contract.

PPrimary Coverage
For any claims related to this contract, the Contractor’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the City of Stockton, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Stockton, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies. The City of Stockton does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.

Umbrella or Excess Policy
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the 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 the Contractor’s primary and excess liability policies are exhausted.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Stockton.

Waiver of Subrogation
Contractor hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions

Self-insured retentions must be declared to and approved by the City of Stockton. The City of Stockton may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall EXHIBIT 1
REV 2022-05-17
provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Stockton. The CGL and any policies, including Excess liability policies, may not be subject to a self-insured retention (SIR) or deductible that exceeds $25,000 unless approved in writing by City of Stockton. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. City of Stockton may deduct from any amounts otherwise due Contractor to fund the SIR/deductible. Policies shall NOT contain any self-insured retention (SIR) provision that limits the satisfaction of the SIR to the Named. The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible. City of Stockton reserves the right to obtain a copy of any policies and endorsements for verification.

AAcceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Stockton.

Verification of Coverage

Contractor shall furnish the City of Stockton with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City of Stockton before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City of Stockton reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Special Risks or Circumstances
City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Certificate Holder Address
The address for mailing certificates, endorsements and notices shall be:

City of Stockton
Its Officers, Officials, Employees, and Volunteers
400 E Main St, 3
rd Floor – HR
Stockton, CA 95202
EXHIBIT 1

ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?

INSR ADDL SUBR

LTR INSD WVD

PRODUCER CONTACT
NAME:

FAXPHONE
(A/C, No):(A/C, No, Ext):

E-MAIL
ADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY)

AUTOMOBILE LIABILITY

UMBRELLA LIAB

EXCESS LIAB

WORKERS COMPENSATION

AND 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-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $

PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT
OTHER: $

COMBINED SINGLE LIMIT
$(Ea accident)
ANY AUTO BODILY INJURY (Per person) $

OWNED SCHEDULED
BODILY INJURY (Per accident) $AUTOS ONLY AUTOS

HIRED NON-OWNED PROPERTY DAMAGE
$AUTOS ONLY AUTOS ONLY (Per accident)
$

OCCUR EACH OCCURRENCE
CLAIMS-MADE AGGREGATE $
DED RETENTION $

PER OTH-

STATUTE ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC #

COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE 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 PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE HOLDER CANCELLATION
© 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03)

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)
$
$
$
$
$The ACORD name and logo are registered marks of ACORD
5/14/2024
License # 0C36861
(619) 816-3740
35289
Hadronex, Inc. dba: SmartCover Systems
2110 Enterprise
Escondido, CA 92029
42376
21199
A 1,000,000
XX 7018210531 2/2/2024 2/2/2025 100,000
15,000
1,000,000
2,000,000
2,000,000
POL AGG LIMIT 25,000,000
1,000,000
A
XX BUA 7018210545 2/2/2024 2/2/2025
2,000,000A
X CUE 7018210528 2/2/2024 2/2/2025 2,000,000
10,000
B
X TWC4416955 4/1/2024 4/1/2025 1,000,000
1,000,000
1,000,000
C Cyber-Tech E&O/Prof C4LQG085710CYBER2023 9/1/2023 9/1/2024 Limit: 2,000,000 The City of Stockton, its officers, REV 2022-05-17officials, employees, and volunteers are named as additional insured on primary and non-contributory basis, waiver of subrogation applies.
30 Days Notice of Cancellation. Excess/Umbrella policy follows form. GL is scheduled as underlying.

City of Stockton
Its Officers, Officials, Employees, and Volunteers
400 E Main Street, 3rd Floor – HR
Stockton, CA 95202
HADRINC-01 NNIE
San Marcos - Escondido
277 Rancheros Dr, Ste 300
San Marcos, CA 92069
Chad Evans
[email protected]
Continental Insurance Company
Technology Insurance Company Inc
Arch Specialty Insurance Company
X
X
X
XX
X
X
X
X
EXHIBIT 1

CNA PARAMOUNT
Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
It is understood and agreed as follows:

I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this Coverage Part, but only with respect to liabilityfor bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf:

A. In the performance of your ongoing operations subject to such written contract; or B. In the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products-completed operations hazard, and only if:

1. The written contract requires you to provide the additional insured such coverage; and

2. This Coverage Part provides such coverage; and
C. Subject always to the terms and conditions of this policy,including the limits of insurance, the Insurer will not provide such additional insured with:

1. Coverage broader than what you are required to provide by the written contract; or

2. A higher limit of insurance than what you are required to provide by the written contract.

Any coverage granted by this Paragraph I. shall apply solely to the extent permissible by law.

II. If the written contract requires additional insured coverage under the 07-04 edition of CG2010 or CG2037, then paragraph I. above is deleted in its entirety and replaced by the following:

WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this Coverage Part, but only with respect to liabilityfor bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf:

1. The written contract requires you to provide the additional insured such coverage; and

2. This Coverage Part provides such coverage.

III. But if the written contract requires:

A. Additional insured coverage under the 11-85 edition,10-93 edition,or 10-01 edition of CG2010, or under the 10- 01 edition of CG2037; or
B. Additional insured coverage with “arisingout of”language; then paragraph I. above is deleted in its entirety and replaced by the following:

WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this Coverage Part, but only with respect to liabilityfor bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract.
7018210531CNA75079XX (3-22) Policy No:
11Page 1o f3 Endorsement No:

The Continental Insurance Co. 02/02/2024Effective Date:

HADRONEX, INC.Insured Name:

CopyrightCNA All Rights Reserved.
20020003170182105316495
EXHIBIT 1

CNA PARAMOUNT
Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement IV. But if the written contract requires additional insured coverage to the greatest extent permissible by law, then paragraph I. above is deleted in its entirety and replaced by the following:

WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this Coverage Part, but only with respect to liabilityfor bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract.

V. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of:

A. The rendering of, or the failureto render, any professional architectural, engineering, or surveying services, including:

1. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications;and

2. Supervisory, inspection, architectural or engineering activities;or B. Any premises or work for which the additional insured is specifically listedas an additional insured on another endorsement attached to this Coverage Part.

VI. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitledOther Insurance is amended to add the following,which supersedes any provision to the contrary in this Condition or elsewhere in this Coverage Part:

Primary and Noncontributory Insurance
With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policyto be:

1. Primary and non-contributing with other insurance available to the additional insured; or

2. Primary and to not seek contribution from any other insurance available to the additional insured.

But except as specified above, this insurance will be excess of all other insurance available to the additional insured.

VII. Solely with respect to the insurance granted by this endorsement, the section entitledCOMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows:

The Condition entitledDuties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following:

Any additional insured pursuant to this endorsement will as soon as practicable:

1. Give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim;

2. Send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and

3. Make available any other insurance, and endeavor to tender the defense and indemnity of any claim to any other insurer or self-insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part.

However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3. does not apply to other insurance under which the additional insured is a named insured.

The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured.
7018210531CNA75079XX (3-22) Policy No:
11Page 2o f3 Endorsement No:

The Continental Insurance Co. 02/02/2024Effective Date:

HADRONEX, INC.Insured Name:

EXHIBIT 1

CNA PARAMOUNT
Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement VIII.Solely with respect to the insurance granted by this endorsement, the section entitledDEFINITIONS is amended to add the following definition:

Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this Coverage Part, provided the contract or agreement:

A. Was executed prior to:

1. The bodily injury or property damage; or

2. The offense that caused the personal and advertising injury; for which the additional insured seeks coverage; and
B. Is still ineffect at the time of the bodily injury or property damage occurrence or personal and advertising injury offense.

All other terms and conditions of the Policy remain unchanged.

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.
7018210531CNA75079XX (3-22) Policy No:
11Page 3o f3 Endorsement No:

The Continental Insurance Co. 02/02/2024Effective Date:

HADRONEX, INC.Insured Name:

CopyrightCNA All Rights Reserved.
20020003170182105316496
EXHIBIT 1

CNA PARAMOUNT
Technology General Liability Extension Endorsement
It 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 CONTENTS

1. Additional Insureds

2. Additional Insured - Primary And Non-Contributory To Additional Insured’sInsurance

3. Bodily Injury – Expanded Definition

4. Broad Knowledge of Occurrence/ Notice of Occurrence

5. Broad Named Insured

6. Estates, Legal Representatives and Spouses

7. Expected Or Intended Injury – Exception for Reasonable Force

8. In Rem Actions

9. Incidental Health Care Malpractice Coverage

10. Joint Ventures/Partnership/Limited Liability Companies

11. Legal Liability – Damage To Premises

12. Medical Payments

13. Non-owned Aircraft Coverage

14. Non-owned Watercraft

15. Personal And Advertising Injury – Discrimination or Humiliation

16. Personal And Advertising Injury - Limited Contractual Liability

17. Property Damage - Elevators

18. Supplementary Payments

19. Property Damage – Patterns, Molds and Dies

20. Unintentional Failure To Disclose Hazards

21. Waiver of Subrogation – Blanket
7018210531CNA74872XX (1-15) Policy No:
8Page 1o f1 4 Endorsement No:

The Continental Insurance Co. 02/02/2024Effective Date:

HADRONEX, INC.Insured Name:

CopyrightCNA All Rights Reserved. Includes copyrighted material ofInsurance Services Office, Inc., with its permission. 20020003170182105316486
EXHIBIT 1

CNA PARAMOUNT
Technology General Liability Extension Endorsement

1. ADDITIONAL INSUREDS
a. 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, the Insurer 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.

A. Controlling Interest
Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization’sliabilityfor bodily injury, property damage or personal and advertising injury arising out of:

1. such person or organization’sfinancialcontrol of a Named Insured; or

2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises;
provided that 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.

B. Co-owner of Insured Premises
A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner’sliability for bodily injury, property damage or personal and advertising injury as co-owner of such premises.

C. Grantor of Franchise
Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization’sliability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured.

D. Lessor of Equipment
Any 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’smaintenance, 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.
7018210531CNA74872XX (1-15) Policy No:
8Page 2o f1 4 Endorsement No:

The Continental Insurance Co. 02/02/2024Effective Date:

HADRONEX, INC.Insured Name:

EXHIBIT 1

CNA PARAMOUNT
Technology General Liability Extension Endorsement
E. Lessor of Land
Any 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 Premises
An owner or lessor of premises leased to the Named Insured, or such owner or lessor’sreal estate manager, but only with respect to liabilityfor 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.

G. Mortgagee, Assignee or Receiver
A 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’sownership, 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 politicalsubdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision’s liabilityfor 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, hoistaway openings, sidewalk vaults,street banners, or decorations and similarexposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or

2. the permitted or authorized operations performed by a Named Insured or on a Named Insured’sbehalf.

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 politicalsubdivision; or b. Bodily injury or property damage included within the products-completed operations hazard.

With respect to this provision’srequirement 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. 7018210531CNA74872XX (1-15) Policy No:
8Page 3o f1 4 Endorsement No:

The Continental Insurance Co. 02/02/2024Effective Date:

HADRONEX, INC.Insured Name:

CopyrightCNA All Rights Reserved. Includes copyrighted material ofInsurance Services Office, Inc., with its permission. 20020003170182105316487
EXHIBIT 1

CNA PARAMOUNT
Technology General Liability Extension Endorsement
I. Trade Show Event Lessor

1. 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’sliability for bodily injury, property damage or personal and advertising injury caused by:
a. the Named Insured’sacts or omissions; or
b. the acts or omissions of those acting on the Named Insured’sbehalf, in the performance of the Named Insured’songoing operations at the trade show event premises during the trade show event.

2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard.

J. Vendor
Any person or organization but only with respect to such person or organization’sliability 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 ina contract or agreement unless such liability exists inthe 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 intentionallyby 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 distributionor sale of the products;
f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization’spremises in connection with the sale of a product; g. products which, after distributionor 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; or h. 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 distributionor 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.
7018210531CNA74872XX (1-15) Policy No:
8Page 4o f1 4 Endorsement No:

The Continental Insurance Co. 02/02/2024Effective Date:

HADRONEX, INC.Insured Name:

EXHIBIT 1

CNA PARAMOUNT
Technology General Liability Extension Endorsement

3. This Paragraph J. also does not apply:
a. to any vendor specificallyscheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part.

K. Other Person Or Organization / Your Work
Any 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 liablebecause of the Named Insured’sacts or omissions.

The coverage granted by this paragraph does not apply to any person or organization:

1. who is specificallyscheduled as an additional insured on another endorsement to this Coverage Part; nor

2. for bodily injury or property damage included within the products-completed operations hazard except to the extent all of the followingapply:
a. this Coverage Part provides such coverage;
b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part.

2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED’SINSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the followingparagraph:

If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional 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 followingsentence 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 DEFINITION
Under DEFINITIONS, the definitionof 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.

4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE
Under CONDITIONS, the condition entitledDuties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the followingprovisions:

A. BROAD KNOWLEDGE OF OCCURRENCE
7018210531CNA74872XX (1-15) Policy No:
8Page 5o f1 4 Endorsement No:

The Continental Insurance Co. 02/02/2024Effective Date:

HADRONEX, INC.Insured Name:

CopyrightCNA All Rights Reserved. Includes copyrighted material ofInsurance Services Office, Inc., with its permission. 20020003170182105316488
EXHIBIT 1

CNA PARAMOUNT
Technology General Liability Extension Endorsement
The Named Insured must give the Insurer or the Insurer’sauthorized 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 OCCURRENCE
The Named Insured’srights 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 INSURED
WHO 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 Insured has management control:
a. on the effective date of this Coverage Part; or
b. 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 Coverage Part.

For the purpose of this provision, and of this endorsement’sJOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means:

A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liabilitycompany; or
B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust.

4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to:
a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor
b. personal or advertising injury caused by an offense that first occurred prior to the date of management 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 Insured should choose to employ.
7018210531CNA74872XX (1-15) Policy No:
8Page 6o f1 4 Endorsement No:

The Continental Insurance Co. 02/02/2024 Effective Date:

HADRONEX, INC.Insured Name:

EXHIBIT 1

CNA PARAMOUNT
Technology General Liability Extension Endorsement

6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES
The 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’sbusiness.

7. EXPECTED OR INTENDED INJURY – EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A – Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitledExpected or Intended Injury and replace it with the following:

This insurance does not apply to:

Expected or Intended Injury
Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property.

8. IN REM ACTIONS
A 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 COVERAGE
Solely 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 Insuring Agreement 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 incidental to the Named Insured’sprimary 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.A l lbodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and
B. Under COVERAGES, Coverage A – Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to:
i. add the followingto the Employers Liability exclusion:

This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits).
ii. delete the exclusion entitledContractual Liability and replace it with the following:

This insurance does not apply to:
7018210531CNA74872XX (1-15) Policy No:
8Page 7o f1 4 Endorsement No:

The Continental Insurance Co. 02/02/2024Effective Date:

HADRONEX, INC.Insured Name:

CopyrightCNA All Rights Reserved. Includes copyrighted material ofInsurance Services Office, Inc., with its permission. 20020003170182105316489
EXHIBIT 1

CNA PARAMOUNT
Technology General Liability Extension Endorsement
Contractual Liability
the Insured’s actual or alleged liability under any oral or written contract or agreement, including but not limitedto express warranties or guarantees.
iii. add the followingadditional exclusions.

This insurance does not apply to:

Discrimination
any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual’srace, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation.

Dishonesty or Crime
Any actual or alleged dishonest, criminal or malicious act, error or omission.

Medicare/Medicaid Fraud
any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program.

Services Excluded by Endorsement
Any health care incident for which coverage is excluded by endorsement.

C. DEFINITIONS is amended to:
i. add the following definitions:

Health care incident means an act, error or omission by the Named Insured’s employees or volunteer workers in the rendering of:
a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received.

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 solely to 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; or
Professional health care services does not include any services rendered in connection with human clinical trials or product testing.
7018210531CNA74872XX (1-15) Policy No:
8Page 8o f1 4 Endorsement No:

The Continental Insurance Co. 02/02/2024Effective Date:

HADRONEX, INC.Insured Name:

EXHIBIT 1

CNA PARAMOUNT
Technology General Liability Extension Endorsement
ii. delete the definitionof occurrence and replace it with the following:

Occurrence means a health care incident.A l lacts, errors or omissions that are logically connected by any common fact, circumstance, situation,transaction, event, advice or decision will be considered to constitute a single occurrence;
iii. amend the definitionof Insured to:
a. add the following:
• the Named Insured’semployees are Insureds with respect to:
(1) bodily injury to a co-employee while in the course of the co-employee’semployment by the Named Insured or while performing duties related to the conduct of the Named Insured’s business; and
(2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured’sbusiness;
when such bodily injury arises out of a health care incident. • the Named Insured’svolunteer workers are Insureds with respect to:
(1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured’sbusiness; and
(2) bodily injury to an employee while inthe course of the employee’semployment by the Named 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 Insurance
b. Excess Insurance
(1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specificallyby the Named Insured to be excess of this coverage.

10. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its lastparagraph 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 in the Declarations; nor
• the conduct of a current or past limited liability company in which a Named Insured’sinterest does/did not 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 liabilitycompany terminated prior to or during the policy period, then such 7018210531CNA74872XX (1-15) Policy No:
8Page 9o f1 4 Endorsement No:

The Continental Insurance Co. 02/02/2024Effective Date:

HADRONEX, INC.Insured Name:

CopyrightCNA All Rights Reserved. Includes copyrighted material ofInsurance Services Office, Inc., with its permission. 20020003170182105316490
EXHIBIT 1

CNA PARAMOUNT
Technology General Liability Extension Endorsement
Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liabilitycompany but only to the extent that:
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; and c. there is no other valid and collectibleinsurance purchased specificallyto insure the partnership, joint venture or limited liabilitycompany.

11. LEGAL LIABILITY – DAMAGE TO PREMISES
A. 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, lightning,explosion, smoke or leakage from automatic fire protective systems) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE.

B. Under COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its lastparagraph and replace it with the following:

Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily 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 You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to:
a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and
b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days.

The Damage To Premises Rented To You Limit is $500,000. unless a higher Damage to Premises Rented 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 the following:
(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.
7018210531CNA74872XX (1-15) Policy No:
8Page 10 of 14 Endorsement No:

The Continental Insurance Co. 02/02/2024 Effective Date:

HADRONEX, INC.Insured Name:

EXHIBIT 1

CNA PARAMOUNT
Technology General Liability Extension Endorsement

12. MEDICAL PAYMENTS
A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following:

7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C – Medical Payments for all medical expenses because of bodily injury 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 to replace 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

13. NON-OWNED AIRCRAFT
Under COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows:

The exclusion entitledAircraft, Auto or Watercraft is amended to add the following:

This exclusion does not apply to an aircraftnot owned by any Named Insured, provided that:

1. the pilot in command holds a currently effective certificateissued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airlinetransport pilot;

2. the aircraft isrented with a trained, paid crew to the Named Insured; and

3. the aircraft isnot being used to carry persons or property for a charge.

14. NON-OWNED WATERCRAFT
Under COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following.

This exclusion does not apply to:
(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 HUMILIATION A. Under DEFINITIONS, the definitionof personal and advertising injury is amended to add the following tort:
• Discrimination or humiliation that results in injuryto 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 entitledKnowing Violation Of Rights Of Another and replace it with the following:

This insurance does not apply to:
7018210531CNA74872XX (1-15) Policy No:
8Page 11 of 14 Endorsement No:

The Continental Insurance Co. 02/02/2024Effective Date:

HADRONEX, INC.Insured Name:

CopyrightCNA All Rights Reserved. Includes copyrighted material ofInsurance Services Office, Inc., with its permission. 20020003170182105316491
EXHIBIT 1

CNA PARAMOUNT
Technology General Liability Extension Endorsement
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 violatethe 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 intentionallyby or at the direction of:
(a) the Named Insured; or
(b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liabilitycompany) of the Named Insured.

2. add the followingexclusions:

This insurance does not apply to:

Employment Related Discrimination
Discrimination 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 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 LIABILITY A. Under COVERAGES, Coverage B –Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitledContractual Liability and replace it with the following:

This insurance does not apply to:

Contractual Liability
Personal and advertising injury for which the Insured has assumed liability ina contract or agreement.

This exclusion does not apply to liabilityfor 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 liabilityassumed 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 such insured contract; and
(b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. 7018210531CNA74872XX (1-15) Policy No:
8Page 12 of 14 Endorsement No:

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HADRONEX, INC.Insured Name:

EXHIBIT 1

CNA PARAMOUNT
Technology General Liability Extension Endorsement
B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definitionof 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 Named Insured’s business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liabilitythat 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 followingchanges are made to the Section entitledSUPPLEMENTARY 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 such suit are such that no conflict appears to exist between the interests of the Insured and the interests 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 that indemnitee, necessary litigationexpenses incurred by the Insurer, and necessary litigationexpenses incurred by the indemnitee at the Insurer’srequest will be paid as defense costs. Notwithstanding the provisions 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 not reduce 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 – ELEVATORS
A. Under COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions 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 of elevators.

B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE – ELEVATORS Provision, the Other Insurance conditions is amended to add the followingparagraph:

This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators.

18. SUPPLEMENTARY PAYMENTS
The section entitledSUPPLEMENTARY 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; and
B. 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 DIES
Under COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such 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:
7018210531CNA74872XX (1-15) Policy No:
8Page 13 of 14 Endorsement No:

The Continental Insurance Co. 02/02/2024Effective Date:

HADRONEX, INC.Insured Name:

CopyrightCNA All Rights Reserved. Includes copyrighted material ofInsurance Services Office, Inc., with its permission. 20020003170182105316492
EXHIBIT 1

CNA PARAMOUNT
Technology General Liability Extension Endorsement
A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectibleproperty insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly.

20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS
If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured’sCoverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure.

21. WAIVER OF SUBROGATION - BLANKET
Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following:

The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of:

1. the Named Insured’songoing operations; or

2. 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 of recovery 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; and

2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim.

All other terms and conditions of the Policy remain unchanged.

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.
7018210531CNA74872XX (1-15) Policy No:
8Page 14 of 14 Endorsement No:

The Continental Insurance Co. 02/02/2024 Effective Date:

HADRONEX, INC.Insured Name:

EXHIBIT 1
Business Auto Policy
Policy Endorsement

ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY
It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows:

SCHEDULE
Name of Additional Insured Person Or Organization

ANY 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 II - 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 unchanged This 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.

BUA 7018210545
Endorsement No: 25; Page: 1 of 1 Policy Page: 123 of 150 Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Form No: CNA71527XX (10-2012)
Endorsement Effective Date:

Policy No:

Policy Effective Date: 02/02/2024Endorsement Expiration Date:
© Copyright CNA All Rights Reserved.

EXHIBIT 1
Business Auto Policy
Policy Endorsement

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
THIS 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: HADRONEX, INC.

Endorsement Effective Date: 02/02/2024

SCHEDULE
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.

BUA 7018210545
Endorsement No: 8; Page: 1 of 1 Policy Page: 73 of 150
Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Form No: CA 04 44 10 13
Endorsement Effective Date:

Policy No:

Policy Effective Date: 02/02/2024Endorsement Expiration Date:
© Copyright Insurance Services Office, Inc., 2011
EXHIBIT 1
Business Auto Policy
Policy Conditions

COMMON POLICY CONDITIONS
A.

1. 2.
a.
b.

3. 4.

5. 6.

1. a.
b.
c.

2. a.
b.

3. All Coverage Parts included in this policy are subject to the following conditions.

Cancellation
The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation.

We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least:
10 days before the effective date of cancellation if we cancel for nonpayment of premium; or 30 days before the effective date of cancellation if we cancel for any other reason.

We will mail or deliver our notice to the first Named Insured's last mailing address known to us.

Notice of cancellation will state the effective date of cancellation. The policy period will end on that date.

If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund.

If notice is mailed, proof of mailing will be sufficient proof of notice.

Changes
This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy.

Examination Of Your Books And Records
We may examine and audit your books and records as they relate to this policy at any time during the policy period and up to three years afterward.

Inspections And Surveys
We have the right to:

Make inspections and surveys at any time;
Give you reports on the conditions we find; and
Recommend changes.

We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions:

Are safe or healthful; or
Comply with laws, regulations, codes or standards.

Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations.

Policy No:

Underwriting Company:

BUA 7018210545
Policy Conditions ; Page: 1 of 2
Policy Page: 41 of 150Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Policy Effective Date: 02/02/2024
Form No: IL 00 17 11 98
© Copyright CNA All Rights Reserved.

EXHIBIT 1
Business Auto Policy
Policy Conditions

4. E.

1. 2.

Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recommendations we may make relative to certification, under state or municipal statutes, ordinances or regulations, of boilers, pressure vessels or elevators.

Premiums
The first Named Insured shown in the Declarations:

Is responsible for the payment of all premiums; and
Will be the payee for any return premiums we pay.

Transfer Of Your Rights And Duties Under This Policy
Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual named insured.

If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property.

Policy No:

Underwriting Company:

BUA 7018210545
Policy Conditions ; Page: 2 of 2
Policy Page: 42 of 150Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Policy Effective Date: 02/02/2024
Form No: IL 00 17 11 98
© Copyright CNA All Rights Reserved.

EXHIBIT 1
EXHIBIT 1
CNA Paramount Excess and Umbrella Liability
Policy

PARAMOUNT EXCESS AND UMBRELLA LIABILITY POLICY
I.

1. 2.
a.
b.

Various provisions in this Policy restrict coverage. Read the entire Policy carefully to determine rights, duties and what is and is not covered.

The “Insurer” refers to the insurer providing this insurance as set forth on the Declarations of this Policy. Words and phrases that appear in bold have special meaning. Refer to the section entitled DEFINITIONS.

COVERAGES
Coverage A - Excess Follow Form Liability
The Insurer will pay on behalf of the Insured those damages in excess of the applicable underlying limits. Coverage hereunder will attach only after the full amount of the applicable underlying limits have been exhausted through payment in legal currency of covered loss under all applicable underlying insurance and to which this Coverage A applies.

Coverage A under this Policy will then apply in conformance with the provisions of the applicable underlying insurance except for the premium, limits of insurance, deductible, retentions, or any defense obligations and any other terms and conditions specifically set forth in this Policy.

Upon exhaustion of the applicable underlying limits, the Insurer shall only pay for damages in excess of the applicable underlying limits. This Coverage A does not provide coverage for any loss not covered by the applicable underlying insurance except and to the extent that such loss is not paid under the applicable underlying insurance solely by reason of the exhaustion of the applicable underlying limits through payment of loss thereunder.

This Coverage applies:
if the applicable underlying insurance is on an occurrence basis, then only if that which must take place in the policy period of the underlying insurance in order to trigger coverage, takes place during this policy period; and
if the applicable underlying insurance is on a claims made basis, then only if:
that which must take place in the underlying insurance in order to trigger coverage, takes place after the retroactive date and prior to the end of the policy period; and the claim is first made during the policy period.

Coverage B - Umbrella Liability
The Insurer will pay on behalf of the Insured those damages in excess of the retained amount:
that an Insured becomes legally obligated to pay because of bodily injury, property damage or personal and advertising injury; or
because of liability for bodily injury or property damage assumed under an insured contract, provided the bodily injury or property damage occurs subsequent to the execution of such insured contract;
and provided that:
the bodily injury or property damage occurs during the policy period; the bodily injury or property damage is caused by an occurrence that takes place in the coverage territory;
Form No: Policy No:

Policy Effective Date:

Underwriting Company:

EXHIBIT 1
CNA Paramount Excess and Umbrella Liability
Policy Declarations
Schedule of Underlying Insurance
Underlying Insurer
Policy Number
Policy Period
Note: Underlying Insurance Coverages Limits of Insurance Continental Insurance
Company
7018210531
02/02/2024 to
02/02/2025

General Liability Each Occurrence Limit
Policy Aggregate Limit
General Aggregate Limit
Per Location : yes
Per Project : yes
Products/ Completed Operations
Aggregate Limit
Personal and Advertising Injury
Liability Limit
$1,000,000
$25,000,000
$2,000,000
$2,000,000
$1,000,000
Continental Insurance
Company
7018210531
02/02/2024 to
02/02/2025
Retroactive Date
02/02/2017
Employee Benefits
Liability
Each Employee Limit
Aggregate Limit
$1,000,000
$1,000,000
Continental Casualty
Company
7018210545
02/02/2024 to
02/02/2025
Auto Liability Combined Single Limit $1,000,000
Form No: Policy No:

Policy Effective Date:

Underwriting Company:

CUE 7018210528
Policy Declarations Page: 2 of 3
The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 CNA75501XX (03-2015)
02/02/2024
Policy Page: 15 of 60
© Copyright CNA All Rights Reserved.

THE HARTFORD
72 WEC AH9LDU
10/01/2023 to
10/01/2024
Employers Liability Bodily Injury by Accident- Each
Accident Limit
Bodily Injury by Disease - Policy
Limit
Bodily Injury by Disease - Each
Employee Limit
$1,000,000
$1,000,000
$1,000,000
Form No: Policy No:

Policy Effective Date:

Underwriting Company:

CUE 7018210528
Policy Declarations Page: 3 of 3
The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 CNA75501XX (03-2015)
02/02/2024
Policy Page: 16 of 60
© Copyright CNA All Rights Reserved.

EXHIBIT 1
(Rev. 10.30.18; Mod Ϭϱ͘Ϭϴ͘ϮϯZD͖DŽĚϬϯ͘Ϯϳ͘ϮϰZDͿ

EXHIBIT C

GENERAL TERMS AND CONDITIONS

1. Goods, Equipment and Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in Exhibit A of the Agreement. Contractor shall provide said services at the time, place and in the manner specified in Exhibit A of the Agreement.

2. City Assistance, Facilities, Equipment and Clerical Support. Except as set forth in Exhibit A, Contractor shall, at its sole cost and expense, furnish and maintain all facilities and equipment that may be requir ed for furnishing services pursuant to this Agreement. If applicable, City shall furnish to Contractor only the facilities and equipment listed in Exhibit A to the Agreement.

3. Compensation . City shall pay Contractor for services rendered pursuant to this Agreement as described more particularly in Exhibit A and Exhibit E to the Agreement.

3.1 Invoices submitted by Contractor to City must contain a brief description of work performed, time spent and City reference number. Within thirty (30) days of receipt of Contractor’s invoice, City will review invoice, and if acceptable make payment on approved invoice.

3.2 Upon completion of work and acceptance by City, Contractor shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty (30) days in advance of said time limitation. The City shall have no obligation or liability to pay any invoice for work performed which the Contractor fails or neglects to submit within sixty (60) days, or any extension thereof granted by the City, after the work is accepted by the City.

4. Sufficiency of Contractor’s Work . All Contractor services, work, and deliverables shall be performed in a good and workmanlike manner with due diligence in accordance with the degree of skill normally exercised by similar contractors supplying services and work of a similar nature, and in conformance with applicable laws, codes and professional standards. Contractor’s work shall be adequate and sufficient to meet the purposes of this Agreement.

5. Ownership of Work . All reports, work product, all other documents completed or partially completed by Contractor or its appr oved subcontractors, in performance of this Agreement, and if applicable, drawings, desi gns, and plan review comments shall become the property of the City. Any and all copyright able subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree 1 EXHIBIT 1
(Rev. 10.30.18; Mod Ϭϱ͘Ϭϴ͘ϮϯZD͖DŽĚϬϯ͘Ϯϳ͘ϮϰZDͿ
to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense.

Contractor and its approved subcontractors shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent.

6. Timeliness. Time is of the essence in this Agreement. Further, Contractor acknowledges that the failure of Contractor to comply with the time limits described in Exhibit A and Exhibit F may result in economic or other losses to the City.

7. Changes . Both parties to this Agreement understand that it may become desirable or necessary during the term of this Agreement for City to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work. Until the amendment is so executed, City will not be responsible to pay any charges Contractor may incur in performing such additional services, and Contractor shall not be required to perform any such additional services.

8. Amendment. No variation of the terms of this Agreement shall be valid unless an amendment is made in writing and signed by both parties.

9. Contractor’s Status .

9. 1 In performing the obligations set forth in this Agreement, Contractor shall have the status of an independent contractor and Contractor shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Contractor are its agents and employees and are not agents or employees of City. Contractor by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Except as expressly provided in Exhibit A, Contractor has no authority or responsibility to exercise an y rights or power vested in the City. No agent, officer or employee of the City is to be considered an employee of the Contractor. It is understood by both Contractor and City that this Agreement shall not be construed or considered under any circumstances to create an employer-employee relationship or a joint venture.

9.2 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's 2 EXHIBIT 1
(Rev. 10.30.18; Mod Ϭϱ͘Ϭϴ͘ϮϯZD͖DŽĚϬϯ͘Ϯϳ͘ϮϰZDͿ
control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of performing the services under this Agreement. If necessa ry, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.

9.3 If in the performance of this Agreem ent any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages, working conditions, discipline, hiring and discharging or any other term of employment or requirements of law shall be determined by the Contractor.

9.4 It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor's assigned personnel under the terms and conditions of this Agreement.

10. Subcontractor.

10.1 Subcontractors shall not be recognized as having any direct or contractual relationship with City. Contractor shall be responsible for the work of subcontractors, which shall be s ubject to the provisions of this Agreement. Subcontractors will be provided with a copy of the Agreement and be bound by its terms. Contractor is responsible to City for the acts and omissions of its subcontractors and persons directly or indirectly employed by them.

10.2 If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by Contractor.

10.3 It is further understood and agreed that DOO6XEFontractorV must issue W-2 IRUPVRURWKHUIRUPVDVUHTXLUHGE\ODZIRULQFRPHDQGHPSOR\PH QWWD[SXUSRVHVIRUDOO RI6XEFRQWUDFWRUVSHUVRQQHO

11. Termination.

11.1 Termination for Convenience of City. The City may terminate this Agreement at any time by mailing a notice in writing to Contractor. The Agreement shall then be deemed terminated, and no further work shall be performed by Contractor. If the Agreement is so terminated, the Contractor shall be paid for the work actually completed at the time the notice of termination is received. 3 EXHIBIT 1
(Rev. 10.30.18; Mod 0ϱ͘Ϭϴ͘ϮϯZD͖DŽĚϬϯ͘Ϯϳ͘ϮϰZD)

11. 2 Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party, at that party’s option, may terminate this Agreement by giving written notification to the other party.

11.3 Funding- Non-Appropriation. It is mutually understood between the Parties that payment to the Contractor for performance shall be dependent upon the availability of appropriations by the City Council for the purposes of this Agreement. No legal liability on the part of the City for any paym ent may arise under this Agreement until funds are made available and until the Cont ractor has received funding availability, which will be confirmed in writing. If funding for any fiscal year is reduced or deleted, or if the City loses funding for any reason, the Cit y, in its sole discretion, shall have the option to either (a) cause this Agreement to be canceled or terminated pursuant to applicable provisions of the Agreement; or (b) offer to amend the Agreement to reflect the reduced funding for this Agreement.
Non-Assignability. The Contractor shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. Contractor shall be solely responsible for reimbursing subcontractors. Indemnity and Hold Harmless. 7R WKH IXOOHVW H[WHQW SHUPLWWHG E\ ODZ &RQWUDFWRU VKDOO KROG KDUPOHVV GHIHQG DQG LQGHPQLI\ &LW\ RI 6W RFNWRQ DQG LWV RIILFHUV RIILFLDOV HPSOR\HHV DQG YROXQWHHUV IURP DQG DJDL QVW DQ\ DQG DOO OLDELOLW\ ORVV GDPDJH H[SHQVH FRVWV
LQFOXGLQJ ZLWKRXW OLPL WDWLRQ FRVWV DQG
IHHV RI OLWLJDWLRQ
RI HYHU\ QDWXUH DULVLQJ RXW RI RU LQ FRQQHF WLRQ ZLWK &RQWUDFWRU¶V SHUIRUPDQFH RI ZRUN KHUHXQGHU RU LWV IDLOXUH WR FR PSO\ ZLWK DQ\ RI LWV REOLJDWLRQV FRQWDLQHG LQ WKLV DJUHHPHQW H[FHSW VXFK ORV V RU GDPDJH ZKLFK ZDV FDXVHG E\ WKH VROH QHJOLJHQFH RU ZLOOIXO PLVFRQGXFW R I WKH &LW\ RI 6WRFNWRQ 7KLV REOLJDWLRQ LV LQGHSHQGHQW RI DQG VKDOO QRW L Q DQ\ ZD\ EH OLPLWHG E\ WKH PLQLPXP LQVXUDQFH REOLJDWLRQV FRQWDLQHG LQ WKLV DJUHHPHQW 7KHVH REOLJDWLRQV VKDOO VXUYLYH WKH FRPSOHWLRQ RU WHUPLQDWLRQ R I WKLV DJUHHPHQW
Insurance. During the term of this Agreement, Contractor shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit B to this Agreement and shall otherwise comply with the other provisions of Exhibit B to this Agreement.

Notices. All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed in Exhibit A to this Agreement. Conformance to Applicable Laws . Contractor shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Contractor shall not discriminate in the employment of persons or in the provision of services under this Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person. 4 EXHIBIT 1
(Rev. 10.30.18; Mod Ϭϱ͘Ϭϴ͘ϮϯZD͖DŽĚϬϯ͘Ϯϳ͘ϮϰZDͿ

17. Licenses, Certifications and Permits . Prior to the City’s execution of this Agreement and prior to the Contractor’s engaging in any operation or activity set forth in this Agreement, Contractor shall obtain a City of Stockton business license, which must be kept in effect during the term of this Agreement. Contractor covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Agreement. Such licenses, certificates and permits shall be maintained in full force and effect during the term of this Agreement.

18. Records and Audits . Contractor shall maintain all records regarding this Agreement and the services performed for a pe riod of three (3) years from the date that final payment is made. At any time during normal business hours, the records shall be made available to the City to inspect and audi t. To the extent Contractor renders services on a time and materials basis, Contractor shall maintain complete and accurate accounting records, in a form prescribed by City or, if not prescribed by City, in accordance with generally accepted accounting principles, such records to include, but not be limited to, payroll records, attendance cards, time sheets, and job summaries.

19. Confidentiality . Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.

20. Conflicts of Interest . Contractor covenants that other than this Agreement, Contractor has no financial interest with any official, employee or other representative of the City. Contractor and its principals do not have any financial interest in real property, sources of income or investment that would be affected in any manner of degree by the performance of Contractor’s services under this Agreement. If such an interest arises, Contractor shall immediately notify the City.

21. Waiver . In the event either City or Contractor at any time waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or of any other covenant, condition or obligation. No payment, partial payment, acceptance, or partial acceptance by City shall operate as a waiver on the part of City of any of its rights under this Agreement.

22. Governing Law . California law shall govern any legal action pursuant to this Agreement with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the Federal District Court of California, Eastern District, Sacramento Division.

23. No Personal Liability . No official or employee of City shall be personally liable to Contractor in the event of any default or breach by the City or for any amount due Contractor.
5 EXHIBIT 1
(Rev. 10.30.18; Mod Ϭϱ͘Ϭϴ͘ϮϯZD͖DŽĚϬϯ͘Ϯϳ͘ϮϰZDͿ

24. Severability. If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or city statue, ordinance or regulation the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.

25. Non-Discrimination. During the performance of this Agreement, Contractor and its officers, employees, agents, r epresentatives or subcontra ctors shall not unlawfully discriminate in violation of any federal, state, or local law, rule or regulation against any employee, applicant for employ ment or person receiving se rvices under this Agreement because of race, religion, color, national origin, ancestry, physical or mental disability, medical condition (including genetic characteristics), marital status, age, political affiliation, gender identity, gender expression, sex or sexual orientation, family and medical care leave, pregnancy leave, or disability leave. Contractor and its officers, employees, agents, representative or subcon tractors shall comply with all applicable Federal, State and local laws and regulations related to non-discrimination and equal opportunity, including without limitation the City’s nondiscrimination policy; the Fair Employment and Housing Act (Government Code sections 12990 (et seq.); California Labor Code sections 1101, 1102 and 1102.1; the Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; and all applicable regulations promulgated in the California Code of Regulation or Code of Federal Regulations. Title VI of the Civil Rights Act of 1964 requires that “no person in the United States shall, on the grounds of race, color, or national origin be excluded from participation in, be denied the benefits of, or be subject ed to discrimination under any program or activity receiving federal financial

assistance.” (42 USC Section 2000d).
http://www.dol.gov/oasam/regs/statutes/titlevi.htm. The City requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source.

26. Force Majeure . Neither party shall be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, terrorism, fire, flood, strikes, war, epidemics, pandemics, shortage of power or other acts or causes reasonably beyond the control of that party. The party experiencing the force majeure event agrees to give the other party notice promptly following the occurrence of a force majeure event, and to use diligent efforts to re-commence performance as promptly as commercially practicable.

27. Taxes and Charges. Contractor shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of the Contractor’s business.

28. Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies to which may be legally entitled.
6 EXHIBIT 1
(Rev. 10.30.18; Mod Ϭϱ͘Ϭϴ͘ϮϯZD͖DŽĚϬϯ͘Ϯϳ͘ϮϰZDͿ

29. Advice of Attorney. Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice.

30. Heading Not Controlling. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.

31. Entire Agreement, Integration, and Modification.

31.1 This Agreement represents the entire integrated agreement between Contractor and the City; supersedes all prior negotiations, representations, or agreements, either written or oral between the parties and may be amended only by a written Amendment signed by the Contractor and City Manager.

31.2 All Exhibits to this Agreement and this Agreement are intended to be construed as a single document.

32. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

33. Authority. The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
7 EXHIBIT 1
1 (Rev. 4.18.22)

EXHIBIT D

GOODS AND SERVICES TERMS AND CONDITIONS

1. Definitions. The following words and phrases have the following meanings for purposes of this Agreement:

1.1 "Services" means, collectively, the services, duties and responsibilities described in Exhibit A of this Agreement and any and all work necessary to complete them or carry them out fully and to the standard of performance required in this Agreement.

1.2 “Deliverable” means q uantifiable goods or servic es that will be provided upon completion of a project. A deliverable is any tangible material, work or thing delivered by one party to the other, including associated technical documentation. A deliverable can be tangible or intangible parts of the development process, and often are specified functions or characteristics of the project.

2. General. The following terms and conditions are applicable for the purchase of goods and services only. The special conditions shall be read in conjunction with the Standard Agreement, General Terms and Conditions (“GTC”) Exhibit C, and all other Exhibits identified in the Standard Agreement.

2.1 Where any portion of the GTC is in conflict to or at variance with any provisions of the Special Conditions of the Agreement, then unless a different intention stated, the provision(s) of the Special Conditions of the Agreement shall be deemed to override the provision(s) of GTC only to the extent that such conflict or variations in the Special Conditions of the Agreement are not possible of being reconciled with the provisions of the GTC.

2.2 In the case of modification of a part or provision of the GTC, the unaltered part or provision, or both shall remain in effect. The Special Conditions shall relate to a particular project and be peculiar to that project but shall not weaken the character or intent of the GTC.

3. Time for Performance.

3.1 Contractor shall perform the services according to the schedule contained in Exhibit F.

3.2 Timeliness of Performance i) Contractor shall provide the Services, and Deliverables within the term and within the time limits required under this Agreement, pursuant to the provisions of Exhibit A and Exhibit F. ii) Neither Contractor nor Contractor’s agents, employees nor subcontractors are entitled to any damages from the City, nor is any party entitled to be reimbursed by the City, for damages, charges or other EXHIBIT 1
2 (Rev. 4.18.22)
losses or expenses incurred by Contractor by reason of delays or hindrances in the performance of the Services, whether or not caused by the City.

4. Standard of Performance

In addition to Exhibit C, Section 4 and 17, Contractor agrees as follows:

4.1 Contractor’s Services shall be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of Contractor’s profession currently practicing under similar conditions. Contractor shall comply with the profession’s standard of performance, applicable laws, regulations, and industry standards. By delivery of completed work, Contractor certifies that the work conforms to the requirements of this Agreement and all applicable federal, state, and local laws. If Contractor is retained to perform services requiring a license, certification, registration or other similar requirement under California law, Contractor shall maintain that license, certification, registration, or other similar requirement throughout the term of this Agreement.

4.2 Contractor acknowledges that it is entrusted with or has access to valuable and confidential information and records of the City and with respect to that information, Contractor agrees to be held to the standard of care of a fiduciary. Contractor shall assure that all services that require the exerci se of professional skills or judgment are accomplished by professionals qualified and competent in the applicable discipline and appropriately licensed, if required by law. Contractor must provide copies of any such licenses. Contractor remains responsible for the professional and technical accuracy of all Services or Deliverables furnished, whether by Contractor or its subcontractors or others on its behalf. All Deliverables must be prepared in a form and content satisfactory to the Using Agency and delivered in a timely manner consistent with the requirements of this Agreement.

4.3 If Contractor fails to comply with the foregoing standards, Contractor must perform again, at its own expense, all Services required to be re-performed as a direct or indirect result of that failure. Any review, approval, acceptance, or payment for any of the Services by the City does not relieve Contract or of its responsibility for the professional skill and care and technical accura cy of its Services and Deliverables. This provision in no way limits the City’s rights against Contractor either under this Agreement, at law or in equity.

5. Compensation

5.1 In addition to Section 3 Compensation in Exhibit C – GTC, the Contractor shall be compensated for the services provided under this Agreement as follows:

5.1.1 Contractor shall be compensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to EXHIBIT 1
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exceed basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Contractor may vary the compensation for each task in Exhibit E provided that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.

5.1.2 Contractor shall be compensated for online access to the monitoring website on an annual basis within the first month of the online access term in accordance with Exhibit E provided that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.

6. Reports and Information
Contractor shall at such times and in such forms as the City may require furnish the City such periodic reports as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters are covered by this Agreement as specified in Exhibit A and Exhibit E.

7. Findings Confidential
All the reports, information, data, et cetera, prepared or assembled by the Contractor under this Agreement are confidential and the Contractor agrees that they shall not be made available to any individual or organization without the prior written approval of the City. Contractor shall not be required under the provisions of this paragraph to keep confidential any data or information which is or becomes publicly available, is required by applicable law or by proper legal or governmental authority, is already rightfully in the Contractor’s possession without obligation of confidentiality, is independently developed by Contractor outside the scope of this Agreement or is rightfully obtained from third parties. Contractor shall give City prompt notice of any such legal or governmental demand and reasonably cooperate with City in any effort to seek a protective order or otherwise to contest such required disclosure.

8. Right of Inspection
All Deliverables furnished by Contractor must be as specified in Exhibit A and will be subject to inspection and approval of City after delivery. City reserves the right to reject and return, at the risk and expense of Contractor, the portion of any Deliverable which may be defective or fail to comply with specifications in Exhibit A without invalidating the remainder of the Deliverables. If rejected, Deliverable will be held for disposition at the expense and risk of Contractor. Payment for Deliverable prior to inspection shall not constitute acceptance of the Deliverable.

9. Warranty
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Contractor warrants that (i) any Deliverable created or performed by Contractor for City under this Agreement will conform to specif ications, drawings or samples furnished by City to Contractor for a minimum period of one year, and (ii) any standard Deliverable sold by Contractor to other customers besides City will meet or exceed any of the standards for such types of product in industry, any express or implied warranty stated or advertised by Contractor or the actual manufacturer of such Deliverable, or any warranties implied by law. Contractor’s warranty shall survive delivery of Deliverable and shall not be deemed waived by City’s failure to discover defects, acceptance of the Deliverable, or payment, therefore.

10. Ownership

Contractor shall have title to and bear the risk of any loss or damage to the Deliverable until the Deliverable is delivered and accepted by City in conformity with this Agreement. Upon delivery and acceptance, Deliverable delivered by Contractor shall become the exclusive property of City. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, or otherwise use the Deliverable. All artwork, patterns, dies, models, samples, materials, drawings, specifications, technical material, advertising material and any other personal property furnished by City to Contractor, or specifically paid for by City for use in performance of the Agreement, shall be and remain the property of City and said property shall be used only for Deliverables benefiting City. Contractor shall return to City or shall dispose of this property only according to City’s instruction.

11. Applicable Laws
Under guidelines specified in 29 CFR 1910.1200 (f) and (g) City requests that Contractor label applicable Deliverables accordingly and provide associated Safety Data Sheets (“SDS”) to City.

Deliverables must conform with all applicable federal, state, and local laws. Such conformity includes compliance with federal sanctions, and Contractor certifies that it has not and will not engage in prohibited transactions with sanctioned persons or entities.

12. Prevailing Wage
It shall be the responsibility of the Contractor to comply, when applicable, with the prevailing wage rates in accordance with the State of California Department of Industrial Relations. It shall further be the responsibility of the Contractor to monitor the prevailing wage rates as established by the California Department of Industrial Relations for any increase in rates during the term of this Agreement and adjust wage rates accordingly.

CONTRACTOR REGISTRATION REQUIREMENTS- Pursuant to Labor Code Section 1771.1(a): A Contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or EXHIBIT 1
5 (Rev. 4.18.22)
engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public wo rk pursuant to Labor Code Section 1725.5. It is not a violation of this section for an unregistered Contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the Contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.

No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. Department of Industrial Relations- Contractor Registration information and web link: https://www.dir.ca.gov/public-works/publicworks.html. In compliance with Senate Bill 854 and the Califor nia Labor Code, all Bidders shall include with their Bid proof of registration from the Department of Industrial Relations (DIR) that includes the contractor’s Legal Name, Registration Number, License Type/Number, Registration Date and Expiration Date, for every contractor and subcontractor, regardless of tier.

This project may be subject to compliance monitoring and enforcement by the Department of Industrial Relations. Contractors must submit their certified payroll records directly to the Division of Labor Standards Enforcement Compliance Monitoring Unit, as well as the City of Stockton.

13. Shipping Terms

City shipment terms are F.O.B. Destination, Freight Prepaid and Added unless otherwise specified in the Agreement. Contractor shall observe shipping instructions and, unless otherwise stated in the instructions, shall ship Deliverables in the safest and most economical manner necessary to meet the delivery date specified in the Agreement.

Contractor shall provide an itemized packing list showing the Agreement number with the shipment. Contractor shall include the Agreement number on all packages, boxes, invoices, and shipping documents. Contractor shall label all individual boxes with stock number and quantity and items with different stock numbers shall be boxed separately.

City reserves the right to refuse, at Contractor’s expense, any shipments not containing the Agreement number or stock numbers as required under this section.

14. Deliveries

TIME IS OF THE ESSENCE IN THE PERFORMANCE OF ANY ORDER. If Deliverable is not provided or performed within the times specified in the Agreement, City may cancel the Agreement and hold Contractor liable for damages incurred due to the EXHIBIT 1
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untimely delivery including, but not limited to, the additional costs resultant from City procuring substitute Deliverables elsewhere.

15. Price and Quantities

Prices and quantities set forth in this Agreement may not be altered by Contractor without the prior written authorization of City, with the exception that quantities of custom paper or printed Deliverables, chemicals, or fuel may deviate from those in the Agreement by the lesser of standard industry practices.

15.1 The City may consider price increases for goods listed in Exhibit E on an annual basis not to exceed three (3) percent annually unless otherwise specified by a written amendment.

15.2 The City may opt to request quotes and purchase goods offered by the Contractor which allows the City meet the scope of work listed in Exhibit A.

EXHIBIT 1
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EXHIBIT E

COMPENSATION SCHEDULE

The Contractor shall be compensated for the services identified in Exhibit A, Exhibit C, and Exhibit D to this Agreement as follows:

1. Project Price

1.1 The maximum the Contractor shall be paid on this Agreement is $_269,783.60_ (hereafter the “not to exceed” amount). The “not to exceed” amount includes all payments to be made pursuant to this Agreement, including City approved reimbursable expenses, if any. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.

1.2 Standard Reimbursable Items: Only the reimbursable items identified in Exhibit A, C, and D (Compensation), shall be compensated to the Contractor.

Reimbursable expenses will be reimbursed without markup. Fees plus reimbursable expenses shall not exceed the amount set forth in section 1.1 of this Exhibit and a copy of the original invoice for the items listed in i, ii or iii below shall be attached to the invoice submitted to the City for reimbursement. Payments shall be based upon work documents submitted by the Contractor to the City and accepted by the City as being satisfactory to City’s needs. The City shall not pay a markup on any of the items listed in i, ii or iii.

Additionally, items such a telephone, fax, postage or freight are already included in the billable hourly rate. Contractor shall be reimbursed the direct expenses, which are the actual cost of the following items that are reasonable, necessary and actually incurred, by the Contractor in connection with the services:

i. Expenses, fees or charges for printing, reproduction or binding of documents at actual costs with no markup added to the actual cost.

ii. Any filing fees, permit fees, or other fees paid or advanced by the Contractor at actual costs with no markup added to the actual cost.

iii. Travel expenses shall be reimbu rsed in accordance with the City’s travel policy, which is incorporated herein by reference.

Reimbursement shall be made at actual costs with no markup added to the actual cost.

1.3 The Contractor shall be entitled to receive payments for its work performed pursuant to the Agreement. The City will pay Contractor based on invoices for acceptable work performed and approved until the “not to exceed” amount is reached.

Thereafter, Contractor must complete services based on the Agreement without additional compensation unless there is a material change to the Statement of Work and Scope by a written Amendment.

EXHIBIT 1
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1.4 If work is completed before the “not to exceed” amount is reached, the Contractor’s compensation will be based on the Contractor’s invoices previously submitted for acceptable work performed and approved.

1.5 Subcontractor Costs: Compensation for subcontractors shall be limited to the same restrictions imposed on the Contractor. Maximum markup Contractor may apply to subcontractor fees, minus reimbursable expenses, shall not exceed _NA_%.

2. Task Price . Below is the price for the services and reimbursable expenses as described in Exhibit A of this Agreement. Fiscal Years (FY) shall be considered inline with the City’s fiscal year (Ex: FY25 = July 1, 2025 to June 30, 2026).

Task Description Task Price
1 FY25 Purchase 10 monitoring units (tax
and freight)
$ 52,019.60
2 FY25 Warrant y (parts and powerpacks) $ 29,110.00
3 FY25 Monitorin g Service $ 25,098.00
4 FY25 SNAP Anal ysis $ 8,000.00
5 FY26 Monitorin g Service $ 26,816.00
6 FY26 Warrant y (parts and powerpacks) $ 36,515.00
7 FY26 Parts (Optional. With tax and freight) $ 10,703.00 8 FY27 Monitorin g Service $ 28,645.00
9 FY27 Warrant y (parts and powerpacks) $ 41,855.00
10 FY27 Parts (Optional. With tax and freight) $ 11,022.00 TOTAL PRICE $ 269,783.60

3. Hourly Rates. The following is a list of hourly billable rates that Contractor shall apply for additional services requested of the Contractor. Contractor shall be compensated based on the hourly rates set forth below, on a time and material basis for those services that are within the general scope of services of this Agreement, but beyond the description of services required under Exhibit A, and all services are reasonably necessary to complete the standards of performance required by this Agreement. Any changes and related fees shall be mutually agreed upon between the parties by a written amendment to this A
greement.

Hourly Billable Rate Schedule

Title

Role on Project
Hourly
Billable
Rates
N/A N/A $

4. Additional Fees. Should an amendment to the Agreement be issued for additional services that require the following items, the unit prices are as follows:

Title Unit Price
N/A $
EXHIBIT 1
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5. Invoice to Address. Each invoice submitted shall identify the specific task(s) listed in Exhibit A and this Exhibit, and the completed work product/deliverable for the agreed upon price listed in this Exhibit. Invoices shall be submitted to the below address:

City of Stockton Municipal Utilities Department
Attention: Collections
2500 Navy Drive
Stockton, CA 95206
EXHIBIT 1
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EXHIBIT F

TIMELINE

1. Contractor shall complete the requested services identified in Exhibit A as follows:

1.1 TIMELINE FOR COMPLETION OF WORK

1.1.1 Provide continued access to proprietary web-based monitoring service. ( Within 3 days of contract execution.)

1.1.2 Submission of completed draft of SNAP analysis
(May 31, 2025)

EXHIBIT 1

City Council and Concurrent AuthoritiesAugust 20, 2024

City Council and Concurrent Authorities
August 20, 2024