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HomeMy WebLinkAboutA9155 - FUEL PROS, INC.CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Fuel Dispenser and Vapor Recovery System Replacement Fuel Pros, Inc. Kyle Northrop kyle.northrop@fuelpros.net fuel dispenser and vapor recovery system replacement $58,000 (this amendment has no monetary increase) June 20, 2022, through December 31, 2024 N/A Kyle Northrop kyle.northrop@fuelpros.net Public Works/Facilities David McAbee / Aaron Bergeson 6/22/2022 A9155 2 Yes Yes Yes Procurement N/A No N/A 9/17/2024 Tabitha Richards Docusign Envelope ID: 2FDE72E8-1CC2-4ED7-A534-A07F91DA9233 Page 1 of 3 Revised: 10.31.23 AMENDMENT NO. 2 TO CONTRACT SERVICES AGREEMENT A9155 FUEL DISPENSER AND VAPOR RECOVERY SYSTEM REPLACEMENT BETWEEN THE CITY OF PALM SPRINGS AND FUEL PROS, INC. 1. Parties and Date. This Amendment No. 2 to Contract Services Agreement No. A9155 is made and entered into as of this 19th day of June 2023, by and between the City of Palm Springs (“City”) and Fuel Pros, In c., a California corporation, (“Contractor”). City and Contractor are sometimes individually referred to as “Party” or collectively as “Parties”. 2. Recitals. 2.1 Agreement. The City and Contractor have entered into an agreement entitled “Contract Services Agreement A9155 Fuel Dispenser and Vapor Recovery System Replacement” dates June 22, 2022 (“Agreement”) for the purpose of retaining the services of Contractor to provide the replacement of two fuel dispenser and vapor recovery systems at the City of Palm Springs Fleet Operations Maintenance Shop, 459 N. Civic Drive, Palm Springs, CA 92262 for an amount not to exceed $25,000. 2.2 Amendment No. 1. The City and Contractor amended the Agreement to provide and install a Gasboy Islander PRIME Card Reader system with EKOS cloud-based software for the project and add $33,800 for a revised contract amount not to exceed $58,800. 2.3 Amendment. The City and Contractor desire to amend the Agreement to extend the Term eighteen (18) months through December 31, 2024, to allow for the unexcepted delays in delivery of equipment and parts required to complete the Project. 2.4 Amendment Authority. This Amendment No. 2 is authorized pursuant to Section 3.3 of the Agreement. 3. Terms. 3.1 Term. Section 4.4 of the Agreement is hereby amended in its entirety to read as follows: "Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect commencing on June 22, 2022, through December 31, 2024, unless extended by mutual written agreement of the Parties.” 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 2. From and after the date of this Amendment No. 2, whenever Docusign Envelope ID: 2FDE72E8-1CC2-4ED7-A534-A07F91DA9233 Page 2 of 3 Revised: 10.31.23 the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 2. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2. 3.4 Severability. If any portion of this Amendment No. 2 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5 Counterparts. This Amendment No. 2 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] Docusign Envelope ID: 2FDE72E8-1CC2-4ED7-A534-A07F91DA9233 Page 3 of 3 Revised: 10.31.23 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND FUEL PROS INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _______________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: __N/A_____ Item No. N/A APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: Director of Public Works By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 Kyle Northrop Docusign Envelope ID: 2FDE72E8-1CC2-4ED7-A534-A07F91DA9233 9/18/2024 9/18/2024 CONTRACT ABSTRACT 2 Originals: Agreement; 1 Original: Performance & Payment Bond and Insurance Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: Fuel Pros, Inc. Kyle Northrop, Service Manager Fuel Dispenser and Vapor Recovery System Replacement $25,000 + 33,800 = $58,800 Facilities: 5206570-40105 June 20, 2022 through June 19, 2023 Contract Administration Lead Department: Contract Administrator: Facilities Maintenance Daniel Martinez Contract Approvals Council Approval: Resolution Number: Agreement Number: N/A N/A A9155 Contract Compliance Exhibits: Signatures: Insurance: Bonds: Yes Yes Yes N/A Contract Prepared By: Procurement and Contracting Submitted on: October 19, 2022 By: Brian Sotak-Rossman DocuSign Envelope ID: 274BBC79-23DE-41CB-B6CA-AFD1D050E2EEDocusign Envelope ID: 2FDE72E8-1CC2-4ED7-A534-A07F91DA9233 AMENDMENT NO. 1 TO CONTRACT SERVICES AGREEMENT A9155 FUEL DISPENSER AND VAPOR RECOVERY SYSTEM REPLACEMENT BETWEEN THE CITY PALM SPRINGS AND FUEL PROS, INC. 1. Parties and Date. This Amendment No. 1 to Contract Services Agreement No. A9155 is made and entered into as of this 19th day of October, 2022, by and between the City of Palm Springs (“City”) and FUEL PROS, INC., a California Corporation, (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. The City and Contractor have entered into an agreement entitled “Contract Services Agreement A9155 Fuel Dispenser And Vapor Recovery System Replacement” dated June 22, 2022 (“Agreement”) for the purpose of retaining the services of Contractor to provide the replacement of two fuel dispenser and vapor recovery systems at the City of Palm Springs Fleet Operation Maintenance Shop, 459 N. Civic Drive, Palm Springs, CA 92262. 2.2 Amendment. The City and Contractor desire to amend the Agreement to provide and install a Gasboy Islander PRIME Card Reader system with EKOS cloud based software for the project and add $33,800.00 for a new not to exceed amount of $58,800.00. 2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 3.3 of the Agreement. 3. Terms. 3.1 Compensation of Contractor. Section 3.1 of the Agreement is hereby amended in its entirety to read as follows: “Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount to Compensation shall not exceed $55,800.00.” “Exhibit “A” is hereby deleted in its entirety and replaced with Exhibit “A” attached hereto and incorporated herein by reference.” 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, DocuSign Envelope ID: 274BBC79-23DE-41CB-B6CA-AFD1D050E2EEDocusign Envelope ID: 2FDE72E8-1CC2-4ED7-A534-A07F91DA9233 whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: 274BBC79-23DE-41CB-B6CA-AFD1D050E2EEDocusign Envelope ID: 2FDE72E8-1CC2-4ED7-A534-A07F91DA9233 SIGNATURE PAGE TO AMENDMENT NO. 1 TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND FUEL PROS, INC. IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 as of the dates stated below. CONTRACTOR: By: _______________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: N/A Item No. N/A APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 DocuSign Envelope ID: 274BBC79-23DE-41CB-B6CA-AFD1D050E2EE 10/25/2022 10/25/202210/25/2022 10/25/2022 Docusign Envelope ID: 2FDE72E8-1CC2-4ED7-A534-A07F91DA9233 EXHIBIT “A” CONTRACTOR’S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance DocuSign Envelope ID: 274BBC79-23DE-41CB-B6CA-AFD1D050E2EEDocusign Envelope ID: 2FDE72E8-1CC2-4ED7-A534-A07F91DA9233 1.1 Scope of Work: A. Contractor shall provide all equipment, labor, and materials necessary for replacement of the two (2) fuel dispensers, vapor recovery system, and connection to existing above ground fuel storage tanks at the City of Palm Springs Fleet Operation Maintenance Shop, 459 N. Civic Drive, Palm Springs, CA 92262. B. All work shall be performed in a professional manner and shall follow all AQMD, State, Federal, and EPA regulations. C. Contractor shall install, test, and certify the two (2) replacement fuel dispensers. D. Contractor to provide a turn-key solution, which will include all necessary electrical services or upgrades, hoses, swivels, break away fittings, shut-off nozzles, concrete work and any other materials, services, hardware, software, and/or training required to successfully complete the work. E. The City is aware of the following tasks that need to be completed for replacement of fuel dispensers: • Removal of two (2) existing fuel dispensers • Provide and install two (2) new dual hose fuel dispensers (2 gasoline, 2 diesel) with galvanized frames and stainless-steel side sheathing. • Provide and Install a new Point-of Sale/Fuel Management System. • Provide service, training, and resources for new Point-of Sale/Fuel Management System. • Install necessary upgrades for containment equipment, as well as necessary piping and pumps, if needed. • Proposed fuel dispensers shall be electronic pumps with new vapor recovery system. • Site work access hours will be from 7:00 AM – 4:00 PM Monday-Friday. F. Contractor will provide all necessary safety precautions during the process and shall preserve the integrity of the fuel, tanks, pumps, wiring, plumbing and other existing equipment. G. Contractor will coordinate installation to coincide with the City’s operational schedule to minimize fuel service disruptions. H. Contractor is responsible to determine quantities of any special materials required and incorporate any such items in its cost. I. Contractor is responsible for removing all fuel dispensing equipment which will not be re-utilized from City’s property and disposing off site in accordance with all Local, State, Federal, and all EPA regulations. J. Contractor must become familiar with the premises specified and the work to be performed according to the specification. 1.2 Insurance Requirements: DocuSign Envelope ID: 274BBC79-23DE-41CB-B6CA-AFD1D050E2EEDocusign Envelope ID: 2FDE72E8-1CC2-4ED7-A534-A07F91DA9233 The Contractor shall meet all insurance requirements of the City, including but not limited to, the provisions of personal and property liability, including automobile coverage, and Worker's Compensation, in limits acceptable to the City. 1.3 License Requirement: 1. Be licensed in accordance with the Palm Springs Municipal Code, Chapter 3.40 through 3.96 entitled Business Tax; 2. Possess any other applicable license required in the performance of these services. 1.4 Pricing: Contractor will be compensated on a lump sum basis that is inclusive of all costs related to the specifications and requirements. 1.5 Invoicing: Contractor will submit an itemized invoice monthly. Billings must reference a purchase order number and shall indicate the unit (contract) price. Contractor will be paid for the actual hours worked at the rates shown in the contract. Parts, materials, equipment, and subcontractor costs will be compensated at actual cost with receipts required with allowable markup as outline in the contract. Contractor shall break out the line items on the invoice in accordance with the line items on the bid form. Contractor must provide back-up documentation for materials, subcontractor, rented equipment, permits, disposal and recycling fees. Invoices that are submitted with incorrect prices may be returned for correction before any payments to the contractor are authorized. It shall be the contractor’s responsibility to submit a correct invoice. The City shall not be responsible for payment until a correct invoice is received. The invoice shall be accompanied by receipts, dated, and signed by a City Employee, verifying the work was done. Invoices and receipts will be submitted to the Contract Officer for approval. All invoices are to be sent as one document, per month to: Facilities.Billing@palmspringsca.gov. DocuSign Envelope ID: 274BBC79-23DE-41CB-B6CA-AFD1D050E2EEDocusign Envelope ID: 2FDE72E8-1CC2-4ED7-A534-A07F91DA9233 DocuSign Envelope ID: 274BBC79-23DE-41CB-B6CA-AFD1D050E2EEDocusign Envelope ID: 2FDE72E8-1CC2-4ED7-A534-A07F91DA9233 DocuSign Envelope ID: 274BBC79-23DE-41CB-B6CA-AFD1D050E2EEDocusign Envelope ID: 2FDE72E8-1CC2-4ED7-A534-A07F91DA9233 DocuSign Envelope ID: 274BBC79-23DE-41CB-B6CA-AFD1D050E2EEDocusign Envelope ID: 2FDE72E8-1CC2-4ED7-A534-A07F91DA9233 CONTRACT ABSTRACT 2 Originals: Agreement; 1 Original: Performance & Payment Bond and Insurance Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: Fuel Pros, Inc. Kyle Northrop, Service Manager Fuel Dispenser and Vapor Recovery System Replacement $25,000 Facilities: 5206570-40105 June 22, 2022 through June 21, 2023 Contract Administration Lead Department: Contract Administrator: Facilities Maintenance Daniel Martinez Contract Approvals Council Approval: Resolution Number: Agreement Number: N/A N/A A9155 Contract Compliance Exhibits: Signatures: Insurance: Bonds: Yes Yes Yes N/A Contract Prepared By: Procurement and Contracting Submitted on: April 7, 2022 By: Brian Sotak-Rossman DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 Revised 2.9.22 Page 1 of 19 CONTRACT SERVICES AGREEMENT A9155 FUEL DISPENSER AND VAPOR RECOVERY SYSTEM REPLACEMENT THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on June 22, 2022, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Fuel Pros, Inc., a California corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. City requires the services of a licensed contractor, for the replacement of two fuel dispenser and vapor recovery systems, (“Project”). B. Contractor has submitted to City a proposal to provide replacement of two fuel dispenser and vapor recovery systems, to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the “Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 Revised 2.9.22 Page 2 of 19 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $25,000.00. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice. 3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 Revised 2.9.22 Page 3 of 19 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A.” Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of one year commencing on the issuance of a Notice to Proceed and ending one year later, unless extended by mutual written agreement of the Parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 Revised 2.9.22 Page 4 of 19 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Kyle Northrop (name), Service Manager (title). It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions o f its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 Revised 2.9.22 Page 5 of 19 without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Kyle Northrop Service Manager 5.6 California Labor Code Requirements. A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 Revised 2.9.22 Page 6 of 19 judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 Revised 2.9.22 Page 7 of 19 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 Revised 2.9.22 Page 8 of 19 9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal C ode Section 7.09.040, including without limitation the provision of benefits, relating to non- discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 Revised 2.9.22 Page 9 of 19 writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: Fuel Pros, Inc. Attention: Kyle Northrop 14774 Central Avenue Chino, CA 91710 11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to th e subject matter in this Agreement. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 Revised 2.9.22 Page 10 of 19 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON NEXT PAGE] DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 Revised 2.9.22 Page 11 of 19 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND FUEL PROS, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _______________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: N/A Item No. N/A APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ Jeffrey S. Ballinger, Monique Lomeli, City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 6/22/2022 6/22/2022 6/22/2022 Revised 2.9.22 Page 12 of 19 EXHIBIT “A” CONTRACTOR’S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 Revised 2.9.22 Page 13 of 19 1.1 Scope of Work: A. Contractor shall provide all equipment, labor, and materials necessary for replacement of the two (2) fuel dispensers, vapor recovery system, and connection to existing above ground fuel storage tanks at the City of Palm Springs Fleet Operation Maintenance Shop, 459 N. Civic Drive, Palm Springs, CA 92262. B. All work shall be performed in a professional manner and shall follow all AQMD, State, Federal, and EPA regulations. C. Contractor shall install, test, and certify the two (2) replacement fuel dispensers. D. Contractor to provide a turn-key solution, which will include all necessary electrical services or upgrades, hoses, swivels, break away fittings, shut-off nozzles, concrete work and any other materials, services, hardware, software, and/or training required to successfully complete the work. E. The City is aware of the following tasks that need to be completed for replacement of fuel dispensers: • Removal of two (2) existing fuel dispensers • Provide and install two (2) new dual hose fuel dispensers (2 gasoline, 2 diesel) with galvanized frames and stainless-steel side sheathing. • Install and provide service, training, and resources for new Point-of Sale/Fuel Management System. • Install necessary upgrades for containment equipment, as well as necessary piping and pumps, if needed. • Proposed fuel dispensers shall be electronic pumps with new vapor recovery system. • Site work access hours will be from 7:00 AM – 4:00 PM Monday-Friday. F. Contractor will provide all necessary safety precautions during the process and shall preserve the integrity of the fuel, tanks, pumps, wiring, plumbing and other existing equipment. G. Contractor will coordinate installation to coincide with the City’s operational schedule to minimize fuel service disruptions. H. Contractor is responsible to determine quantities of any special materials required and incorporate any such items in its cost. I. Contractor is responsible for removing all fuel dispensing equipment which will not be re-utilized from City’s property and disposing off site in accordance with all Local, State, Federal, and all EPA regulations. J. Contractor must become familiar with the premises specified and the work to be performed according to the specification. 1.2 Insurance Requirements: DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 Revised 2.9.22 Page 14 of 19 The Contractor shall meet all insurance requirements of the City, including but not limited to, the provisions of personal and property liability, including automobile coverage, and Worker's Compensation, in limits acceptable to the City. 1.3 License Requirement: 1. Be licensed in accordance with the Palm Springs Municipal Code, Chapter 3.40 through 3.96 entitled Business Tax; 2. Possess any other applicable license required in the performance of these services. 1.4 Pricing: Contractor will be compensated on a lump sum basis that is inclusive of all costs related to the specifications and requirements. 1.5 Invoicing: Contractor will submit an itemized invoice monthly. Billings must reference a purchase order number and shall indicate the unit (contract) price. Contractor will be paid for the actual hours worked at the rates shown in the contract. Parts, materials, equipment, and subcontractor costs will be compensated at actual cost with receipts required with allowable markup as outline in the contract. Contractor shall break out the line items on the invoice in accordance with the line items on the bid form. Contractor must provide back-up documentation for materials, subcontractor, rented equipment, permits, disposal and recycling fees. Invoices that are submitted with incorrect prices may be returned for correction before any payments to the contractor are authorized. It shall be the contractor’s responsibility to submit a correct invoice. The City shall not be responsible for payment until a correct invoice is received. The invoice shall be accompanied by receipts, dated, and signed by a City Employee, verifying the work was done. Invoices and receipts will be submitted to the Contract Officer for approval. All invoices are to be sent as one document, per month to: Facilities.Billing@palmspringsca.gov. DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 Revised 2.9.22 Page 15 of 19 DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 Revised 2.9.22 Page 16 of 19 EXHIBIT “B” INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 Revised 2.9.22 Page 17 of 19 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: _________ required ___X____ is not required; 4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 Revised 2.9.22 Page 18 of 19 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above-described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 Revised 2.9.22 Page 19 of 19 D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability. DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 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 6/1/2022 (909) 660-3903 41297 Fuel Pros, Inc. 14774 Central Avenue Chino, CA 91710 23787 10855 A 1,000,000 X X VRS0005483 10/1/2021 10/1/2022 150,000 5,000 1,000,000 2,000,000 2,000,000 1,000,000B X X ACP3009057593 10/1/2021 10/1/2022 4,000,000A X VES0003524 10/1/2021 10/1/2022 4,000,000 C X FUWC318114 1/1/2022 1/1/2023 1,000,000 Y 1,000,000 1,000,000 A Pollution Liability VRS0005483 10/1/2021 Each Claim 1,000,000 A Professional Liab.VRS0005483 10/1/2021 10/1/2022 Each Claim 1,000,000 The City of Palm Springs, its officials, employees, and agents are named as additional insured per attached carrier form (s). Umbrella follows General Liability form. 30 Day Notice of Cancellation applies-10 Day Notice of Cancellation for non-payment of premium. City of Palm Springs 3200 E Tahquitz Canyon Way Palm Springs, CA 92262 FUELPRO-02 AMARIN Amorelli, Rosemann, & Associates 3110 E. Guasti Road Suite 500 Ontario, CA 91761 Aaron Marin aaronm@arainsurance.com Scottsdale Insurance Company Nationwide Mutual Insurance Company Cypress Insurance Company (CA) X 10/1/2022 X X X X X X DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 VRS0005483 10/01/2021 10/01/2022 DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 ACP BA 3009057593 10/01/2021-10/01/2022 DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 Endorsement Effective: Policy No.: Insured: WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 04 10 C (Ed. 01-19) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA BLANKET BASIS We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be calculated by applying a factor of 2% to the total manual premium, with a minimum initial charge of $350, then applying all other pricing factors for the policy to this calculated charge to derive the final cost of this endorsement. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Blanket Waiver Person/Organization Blanket Waiver – Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Waiver Premium (prior to adjustments) This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement No.: Premium $ Insurance Company: WC 99 04 10 C Countersigned by ______________________________________ (Ed. 01-19) Job Description All CA Operations Cypress Insurance Company FUWC318114 1732.00 01/01/2022 DocuSign Envelope ID: 1BA1460E-660B-4169-AFA5-B7827E249B90 FUELPRO-02 ANIARIN t �11%.� CERTIFICATE OF LIABILITY INSURANCE DATE (MMID NY 22 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 PRODUCER Amorelli, Rosemann, & Associates 3110 E. Guasti Road Suite 500 Ontario, CA 91761 INSURED Fuel Pros, Inc. 14774 Central Avenue Chino, CA 91710 660-3903 reT.lTI3JreT3-�eid-k dTd To.%. iJI IT Id 1 9dTl L9 T.PM01 r11. laltl 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 RAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDLINse SUER POLICY NUMBER POLICY EFF POLICY IDUP DYRS A X COMMERCIAL GENERAL LABILITY CwMSaAADE �X OCCUR x x VRS000622115 101112022 1011/2023 EACH OCCURRENCE 5 1,000,000 DAMAGE TO RENTED 150,000 MED EXP (Ary on 5,000 PERSONAL A ADV INJURY S 1,000,000 NL AGGRE�p LRIM�IT APPLES PER POLICY •� JECT LOC OTHER GENERALAG REGATE 21000,000 PRODUCTS-COMPIOPAGG S 2,000,000 B AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AALTH MO SWryEp AUTOS ONLY AUTOS ONLY X x CP3019057593 10/112022 10/1/2023 COMBINED SINGLE LIMIT 110001000 X BODILY INJURY Pe arson BODILY INJURY Pena M O�mEmt GE A X UMBRELLALMB EXCESS UAB X OCCUR CtaMS-MADE x VES0003904 101112022 101112023 EACH OCCURRENCE 4,000,000 AGGREGATE 41000,000 DIED RETENTIONS C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ��AFNFYPROPREIIETggO��RRpIPARTNERIEXECUTIVE YIN tM. =J,NH) EXCLUDED? rc yes de mmo der DESCRIPTION OF OPERATIONS bob. NIA x FUWC318114 1/112022 1/112023 x PER TH- ELEACH IDENf 1,000,000 E.L. DISEASE - EA EMPLOYEE 1,000,000 EL DISEASE - POLICY LIMIT 1,000,000 A Pollution Liability A Professional Liab. VRS0006226 VRS0006226 10/112022 1011/2022 10/1/2023 10/112023 Each Claim Each Claim 1,000,000 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Adtl oml Remarks Schedule, ney IN.N.ched if more open Is raeui,W) The City of Palm Springs, its officials, employees, and agents are named as additional Insured per attached carrier form (s). Umbrella follows General Liability form. 30 Day Notice of Cancellation applies-10 Day Notice of Cancellation for non-payment of premium. BE OCT 3 12022I ANY THEULD EXPIRATTIIONH DABTEEV THEREOF,E NOTICEEWILLCBEC DELIVERED BEFOREELLED BECity of Palm Springs ACCORDANCE WITH THE POLICY PROVISIONS. 3200 E Tahquitz Canyon Way Palm Springs, CA 92262 Office of the City Clerk AUTHORIZED REPRESENTATIVE 1 _ A % ACORD 25 (2016/03) ©1988.2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number. VRs0001M Effective Date: 1dp"-"21 Expiration Date: twaw VIRTUE RISK PARTNERS VIRTUE PACK COMMON POLICY CONDITIONS This endorsement modifies insurance provided under VIRTUE PACK SERVICE BUSINESS PACKAGE POLICY. Notwithstanding anything contained to the contrary in this VIRTUE PACK Service Business Package Policy, itis hereby agreed that all coverages bound and scheduled in the VIRTUE PACK Service Business Package Policy Declarations or the Contractors Pollution liability Supplemental Declarations are subject to the following terms and conditions. In the event of a conflict between the provisions of these Common Policy Conditions and any Coverage Part, the provisions of these Common Policy Conditions shall control. A. LIMITS OF LIABILITY AND DEDUCTIBLE — ALL COVERAGE PARTS 1. With the exception of any defense costs paid under the Commercial General Liability Coverage Part, the General Aggregate Limit Applicable to All Coverage Parts Combined, shown in the Declarations under Item III: Limits of Liability, is the most we will pay for the sum of CLAIMS, CLAIMS EXPENSES, occurrences or damages under all Coverage Parts, Optional Coverages, Supplemental Coverages, and Supplementary Payments under this VIRTUE PACK Service Business Package Policy. 2. If any CLAIM under any Coverage Part of this VIRTUE PACK Service Business Package Policy applies to multiple Coverage Parts, then the General Aggregate limit Applicable to All Coverage Parts Combined, shown in the Declarations shall be limited to the highest applicable Limit of liability payable under any one of the applicable Covetge Parts, with the exception of any applicable Excess Liability Coverage. B. ADDITIONAL INSURED 1. It is understood and agreed that Section II. WHO IS AN INSURED of the Commercial General Liability Coverage Part and Section W. DEFINITIONS, Paragraph L INSURED of the Contractors Pollution Legal Liability and Professional Liability Coverage Parts, as applicable, are amended to include ADDITIONAL INSUREDS, but only with respect to liability for"bodily injury," "property damage," "personal and advertising injury" or LOSS caused, in whole or in part, by: a) "your work", YOUR SERVICES, or PROFESSIONAL SERVICES performed for that ADDITIONAL INSURED and included in the "products -completed operations hazard"; b) Your acts or omissions in the performance of your ongoing operations for that ADDITIONAL INSURED; or c) The acts or omissions of those acting on your behalf in the performance of your ongoing operations for that ADDITIONAL INSURED. Iowever 1. The insurance afforded to such ADDITIONAL INSURED only applies to the extent permitted by law; and 2. If coverage provided to the ADDITIONAL INSURED is required by a contract or agreement, the insurance afforded to such ADDITIONAL INSURED will not be broader than that which you are required by the contract or agreement to provide for such ADDITYONAL INSURED. 2. With respect to the insurance afforded to any ADDITIONAL INSURED, the following is added to Section III. LIMITS OF INSURANCE of the Commercial General Liability Coverage Part and Section V. LIMITS OF LIABILITY AND DEDUCTIBLE of the Contractors Pollution Legal Liability and Professional Liability Coverage Parts: If coverage provided to the ADDITIONAL INSURED is required by a contract or agreement, the most we will pay on behalf of the ADDITIONAL INSURED is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance, whichever is less. VP B 201(2/19) Page 1 of 9 C 2019 Virtue Risk Partners, Id.0 It is understood and agreed that for the purposes of this Endorsement the following definition shall apply. A. ADDITIONAL INSURED means: 1. Any person or entity specifically endorsed onto this Policy as an ADDITIONAL INSURED. If any, such ADDITIONAL INSURED shall maintain only those rights pursuant to this Policy as are specified by endorsement; or 2. Any person or organization the NAMED INSURED is required to name as an additional insured in a written contract or agreement, but only with respect to "your work," YOUR SERVICES or PROFESSIONAL SERVICES performed by or on behalf of the NAMED INSURED for that person or organization. However, such persons or organizations are covered only with respect to "bodily injury," "property damage," "personal and advertising injury," or LOSS arising out of "your work," YOUR SERVICES or PROFESSIONAL SERVICES and ate not covered for any "bodily injury," "property damage," "personal and advertising injury," of LOSS arising out of the person's or organization's own liability. C. EXCLUSIONS There is no coverage whatsoever under this Policy for any of the following. We will also have no duty to defend the insured against any suit seeking damages to which this insurance does not apply. 1. Cross Suits Any liability or obligation from any CLAIM initiated, alleged or caused to be brought about by a NAMED INSURED or INSURED against any other NAMED INSURED or INSURED. This exclusion shall not apply to CLAIMS brought by any person(s) or organization(s) whom you agree, in a written contract, to name as an ADDITIONAL INSURED. 2. Prior Knowledge, Expected or Intended Injury BODILY INJURY, PROPERTY DAMAGE, ENVIRONMENTAL DAMAGE or POLLUTION CONDITIONS expected or intended, should have been known by, or could have reasonably been expected by any RESPONSIBLE INSURED, to give rise to a CLAIM. This exclusion shall not apply to BODILY INJURY resulting from the use of reasonable force to protect persons or property. 3. Intentional Acts BODILY INJURY, PROPERTY DAMAGE or ENVIRONMENTAL DAMAGE based upon or arising from any acts of an INSURED which are based upon or otherwise attributed to the INSURED'S intentional, willful, dishonest, fraudulent, malicious, deliberate or knowingly wrongful act, including but not limited to such behavior or non-compliance with any statute, regulation, ordinance, administrative complaint, notice of violation, notice letter, executive order, or instruction of any governmental agency or body prior to or after inception of this Policy, including but not limited to an intentional discharge, seepage, disposal, dispersal, migration, release of any substance that could cause a POLLUTION CONDITION, committed by or at the direction of a RESPONSIBLE INSURED. This exclusion does not apply to a RESPONSIBLE INSURED that did not commit, participate in, or have knowledge of such an act. 4. Workers' Compensation Any liability or obligation of any INSURED under any workers compensation, disability benefits, unemployment compensation, employee benefits, pension sharing, ERISA law or any similar federal, state or local law and any amendments thereto. 5. Employment Practices liability INJURY OR DAMAGE to: a. A person arising out of any: (1) Refusal to employ that person; (2) Termination of that persons employment; or (3) Employment -related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, dis cmina tion or malicious prosecution directed at that person; or VP E 201(2/19) Page 2 of 9 C 2019 Virtue Risk Partoes, LLC b. The spouse, child, parent, brother or sister of that personas a consequence of INJURY ORDAMAGE to that person at whom any of the employment -related practices described in paragraphs (1), (2) or (3) above is directed. This exclusion applies whether the injury -causing event described in paragraphs (1),(2) or (3) above occurs before employment, during employment or after employment of that person. This exclusionapplies: 1. Whether the insured may be liable as an employer or in any other capacity; and 2. To any obligation to share damages with or repay someone else who must pay damages because of the injury. 6. Employer's liability BODILY INJURY to: 1. An EMPLOYEE of the INSURED, its parent, subsidiary or affiliate, arising out of and in the course of employment by the INSURED or while performing dudes related to the conduct of the INSURED'S business; and 2. The spouse, child, parent, brother or sister of that EMPLOYEE as a consequence of Paragraph 5 a. above. This exclusion applies whether the INSURED may be liable as an employer or in any other capacity and to any obligation of any INSURED to share damages with or repay someone who must pay damages because of such BODILY INJURY. This exclusion does not apply to liability assumed by the INSURED under an INSURED CONTRACT. 7. Related Claims Any coverage provided under this Policy shall not apply to a CLAIM previously reported to the Company or any CLAIM or CLAIMS EXPENSES involving substantially the same general conditions or allegations that gave rise to any demand as referenced in the application, including any addendum or addenda attached thereto. 8. Injunctive Relief, Fines and Penalties Any CLAIM seeking injunctive relic f or payment for fines or penalties. 9. Project Coverage Any liability or obligation from any project for which any INSURED is an insured on a separate project -specific policy issued by any insurance company. 10. Unsolicited Communications Any liability or obligation, including obligations to pay damages or defend any claim or suit by reason of the assumption of liability in an INSURED CONTRACT, from unsolicited communications or allegations of unsolicited communications made by or on behalf of any INSURED. Unsolicited communications means any form of communication, distribution, or the transmittal or publication of information or material, including, but not limited to facsimile, electronic mail, postal mail, express mail, telephone, intemet or web -based advertisement, instant message, SMS message or text message that the recipient has not specifically requested. Unsolicited communications includes, but is not limited to actual or alleged violations of, a. The Telephone Consumes Protection Act (47 U.S.0 227), including any amendment of; or addition to, such statute; b. The Controlling the Assault of Non -Solicited Pornography and MarketingAct (15 U.S.0 7701), - including any amendment of, or addition to, such statue; or c. Any other statue, ordinance or regulation relating to the communication, distribution or transmittal of unwanted content, information or material. 11. Access or Disclosure of Confidential or Personal Information Any liability or obligation arising out of any access to or disclosure of any person's or organizations confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any peson's or organization's confidential or personal information. VP E 201(2/19) Page 3 of 9 0 2019 Virtue Risk Partners, LW 12. Fire Suppression Negligence Exclusion Any liability or obligation arisingout of the NAMED INSURED'S failure to provide safeguards, monitoring or emergency fire suppression equipment, during and up to one hour after performing any operations involving any activity or operation that generates sparks, flames or heat capable of causing combustion. 13. War Any liability or obligation of any INSURED caused, arising, directly or indirectly, out of: a. War, including undeclared or civil war, b. Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personal or other agents; or c. Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. 14. Radioactive Waste Any liability or obligation for radioactive, toxic or explosive properties of NUCLEAR MATERIAL This exclusion shall not apply to the INSURED'S work as it relates to remediation and/or decommissioning of non - reactive sites which may contain or have become contaminated with Low -Level Radioactive Waste as defined in the Low -Level Radioactive Waste Policy Act and which is under the regulatory authority of the Atomic Energy Act of 1954, as amended. 15. NUCLEAR EXCLUSION I. Any obligation: A. Under any liability Coverage, to injury, sickness, disease, death or destruction, BODILY INJURY or PROPERTY DAMAGE: 1. With respect to which an INSURED under the Policy is also an INSURED under a nuclear energq liability policy issued by Nuclear Energy liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an INSURED under any such policy but for its termination upon exhaustion of its limit of insurance; or 2. Resulting from the HAZARDOUS PROPERTIES of NUCLEAR MATERIAL and with respect to which: (a) any person or organization is required to maintain financial protection pursuant to the Atomic EnergyAct of 1954, or any law amendatory thereof, or (b) the INSURED is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof with any person or organization. B Under any Medical Payments Coverage, or under any Supplementary Payments Provision relating to immediate medical or surgical relief, first aid, to expenses incurred with respect to BODILY INJURY, sickness, disease or death resulting from the HAZARDOUS PROPERTIES of NUCLEAR MATERIAL and arising out of the operation of a NUCLEAR FACIIITY by any person or organization. C. Under any liability Coverage, to injury, sickness, disease, death or destruction, BODILY 114JURY or PROPERTY DAMAGE resulting from HAZARDOUS PROPERTIES of NUCLEAR MATERIAL, if. 1. Ile NUCLEAR MATERIAL is at, or has been discharged or dispersed from any NUCLEAR FACILITY owned by, or operated by or on behalf of, an INSURED; or 2. The NUCLEAR MATERIAL is contained in SPENT FUEL or WASTE and was at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an INSURED; or 3. The injury, sickness, disease, death or destruction, BODILY INJURY or PROPERTY DAMAGE arises out of the furnishing by an INSURED of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any NUCLEAR FACILITY, but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion (3) applies only to injury to or destruction of property at such NUCLEAR FACILITY, PROPERTY DAMAGE to such NUCLEAR FACILITY and any property thereat. VP 201(2/19) Page 4 of 9 C 2019 Virtue Risk Partners, LLC As used in this Endorsement: A. HAZARDOUS PROPERTIES mean radioactive, toxic or explosive properties. B. NUCLEAR FACILITY means: 1. Any NUCLEAR REACTOR; 2. Any equipment or device designed or used for (a) separating the isotopes of uranium or plutonium, (b) processing or utilizing SPENT FUEL, or (c) handling, processing or packaging WASTE; 3. Any equipment or device used for the processing fabricating or alloying of SPECIAL NUCLEAR MATERIAL, if at any time the total amount of such material in the custody of the INSURED at premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any of the combination thereof; or more than 250 grams of uranium 235; or 4. Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of WASTE including the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. C. NUCLEAR MATERIAL means SOURCE MATERIAL, SPECIAL NUCLEAR MATERIAL., or BY- PRODUCT MATERIAL D. NUCLEAR REACTOR means any apparatus designed or used to sustain nuclear fission in a self- supporting chain reaction or to contain a critical mass of fissionable material. E. SOURCE MATERIAL, SPECIAL NUCLEAR MATERIAL, and BY-PRODUCT MATERIAL have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. F. SPENT FUEL means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a NUCLEAR REACTOR. G. WASTE means any waste material: (a) containing BY-PRODUCT MATERIAL other than the tailings or waste produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its SOURCE MATERIAL. content, and (b) resulting from the operation by any person/organization of any NUCLEAR FACILITY included in the first two paragraphs of NUCLEAR FACILITY. With respect to injury to or destruction of property, the word injury or the word destmctionincludes all forms of radioactive contamination of property. PROPERTY DAMAGE also includes all forms of radioactive contamination of property. D. GENERALCONDITLONS 1. Actions Against Company: No action shall He against the Company unless, as a condition precedent thereto, each INSURED has fully complied with all of the provisions of this Policy, or until the a mount of the INSURED'S obligation to pay shall have been finally determined either by written agreement of the INSURED or by judgment against the INSURED after actual trial and appeal has been concluded. Any person, organization or legal representative thereof who has secured such judgment or written agreement shall thereafter be entitled to recover under this Policy to the extent of the insurance afforded by this Policy. No person or organization shall have any right under this Policy to join the Company as a party to any action against the INSURED to determine the INSURED liability, nor shall the Company be impleaded by the INSURED or his legal representative. 2. Addtdonal Prenriums: If, during this POLICY PERIOD, an increase in the risk or hazards covered hereunder occurs, the Company shall have the fight to charge the appropriate additional premium 3. Assignment: This Policy may not be assigned and shall be void if assigned or transferred without prior written consent of the Company. 4. Bankruptcy or Insolvency: Bankruptcy or Insolvency of the INSURED or of the INSURED estate shall not relieve the Company of any of its obligations hereunder. 5. Cancellation: This Policy may be cancelled by the NAMED INSURED by surrender thereof to the Company of any of its authorized agents or by mailing written notification statingwhen thereafter the cancellation shall be effective. This Policy may be cancelled by the Company for any reason, by mailing to the NAMED INSURED VP E 201(2/19) Page 5 of 9 0 2019 Virtue Risk Partnent, LLC at the address shown in the Policy, written notification not less than 60 days (10 days for nonpayment of premium) thereafter such cancellation shall be effective. Proofof mailing of such notification shall be sufficient proof of notification. The time of surrender or the effective date and hour of cancellation stated in the notification shall become the end of the POLICY PERIOD. Delivery of such written notification either by the NAMED INSURED or by the Company shall be equivalent to mailing. If the NAMED INSURED cancels, earned premium shall be computed in accordance with the customary short rate table and procedure. If the Company cancels, earned premium shall be computed pm rat&. Premium adjustment may be either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. 6. Changes: Notification to any agent or knowledge possessed by any agent or by any other person shall not effect a waiver or a change in any part of this Policy or estop the Company from asserting any right under the terms of this Policy; nor shall the terns of this Policy be waived or changed, except by endorsement issued to form a part of this Policy. 7. Choice of Law: The policy shall be governed and construed in accordance with the laws of the State of New York, without giving effect to conflict of law rules. 8. Coverage Territory. This Policy applies to CLAIMS made: a. In the United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in Paragraph 1 above; or c. All other parts of the world if the injury or damage arises out of i. Goods or products made or sold by the INSURED in the territory described in Paragraph a. above; or ii. The activities of person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business. provided the insured's responsibility to pay damages is determined in a CLAIM on the merits, in the territory described in Paragraph a. above or in a settlement we agree to. 9. Declarations and Representations: By acceptance of this Policy, the NAMED INSURED agrees that the statements contained in the Application for insurance, all supplemental materials, CLAIM information and any other information including submitted to the Company, including but not limited to the aforementioned, are accurate and complete at the time such information was reported. Allsubmittedinformation comprise the INSURED'S agreements and representations, and knowledge that this Policy is issued in reliance upon the troth of such representations and that this Policy Declarations, Provisions, and Endorsements embody all agreements existingbetween all INSUREDS and the Company and supersede any prior express or implied agreements relating to this Policy. The NAMED INSURED acknowledges and agrees that the Application and any other information submitted by the NAMED INSURED is incorporated into, and is part of, this Policy. The NAMED INSURED also acknowledges and agrees that the representations and warranties and contained in the Application or in any other information submitted by the NAMED INSURED in an effort to procure this Policy; are complete, true and correct and that the Company issued this Policy in specific reliance upon the representations and warranties contained in the Application and in any other information submitted by the NAMED INSURED. 10. Independent Counsel: In the event the INSURED is entitled by law to select independent counsel to defend the INSURED at the Company's expense, the attorney fees and all other litigation expenses the Company must pay to that counsel are limited to the rates the Company actually pays to counsel the Company retains in the ordinary course of business in the defense of a similar CLAIM or in the community where the CLAIM arose or is beingdefended. Additionally, the Company may exercise the right to require that such counsel have certain minimum qualifications with respect to their competency, including experience in defending CLAIMS similar to the one pending against the INSURED and to require such counsel to have errors and omissions insurance coverage. As respects any such counsel, the INSURED agrees that counsel will timely respond to the Company's requests for information regarding the CLAIM. Furthermore, the INSURED may at any time, by its signed consent, freely and fully waive its right to select independent counsel. VP E 201(2/t9) Page 6 of 9 0 2019 Virtue Risk Partners, LLC 11. Inspection and Audit: Any of the Company's authorized representatives shall have the right and opportunity, but not the obligation, when the Company so desires, to interview persons employed by the INSURED and to inspect at any reasonable time, during the POLICY PERIOD or thereafter, the INSURED'S premises, equipment, operations, COVERED LOCATIONS and all improvements, structures, products, ways, works, machinery and appliances thereon; but neither the Company not its representatives shall assume any responsibility or duty to the INSURED or to any other party, person or entity, by reason of such right or inspection. Neither the Company's tight to make inspections, not the actual undertaking thereof nor any report thereon shall constitute an undertaking on behalf of the INSURED or others, to determine or warrant that property or operations are safe, healthful or conform to acceptable engineering practices or are in compliance with any law, rule or regulation. The NAMED INSURED agrees to provide access to appropriate personnel to assist the Company's representatives during any inspection. The Company shall also have the right to examine or audit any financial records of the NAMED INSURED to inspect for accuracy in reporting income or revenue as represented and warranted in the Application. Premium audits may be processed as a result of such inspection, after any policy expires or is terminated. Premium adjustment calculations shall determine additional premiums due, if any, and shall not result in any mid-term downward adjustment of premium. 12. Material Change in Risk: The INSURED must endeavor to notify the Company, in writing, of any change in operations which materially increases the risk from that originally assumed by the Company at Policy inception. Any failure by the INSURED to notify the Company may void all additional risk presented to the Company, if that failure to notify the Company presents additional exposure that the company has not had the opportunity to assess or receive due consideration for. The Company reserves the right to rescind all coverage offered under this policy, accordingly. 13. Mediation and Deductible Credit: If the INSURED and the Company agree to use Mediation to resolve a covered CLAIM, and is completely resolved by such Mediation, the INSURED's Deductible obligation will be reduced by 75%, subject to a maximum monetary reduction of $35,000. For the purpose of this paragraph, Mediation means a non -binding process where a neutral panel of individuals assist the parties to reach their own settlement. When this occurs, we will reimburse the NAMED INSURED as soon as practical for any qualifying deductible amount which was already paid by the NAMED INSURED prior to the Mediation. 14. Minimum Eared Premium If this Policy is cancelled at the request of any NAMED INSURED, the total retained by the Company shall not be less tharmyj,VA . 15. Nonrenewal: The Company may non -renew this Policy by mailing or delivering to the NAMED INSURED at the address stated on the Declarations Page, or any endorsement amending the Declarations Page, written notice of nonrenewal at least sixty (60) days before the expiration date of this Policy. The offer of Policy terms, conditions or premium different than those in effect prior to renewal, shall not constitute non -renewal. 16. Other Insurance: Commercial General LiabiHty Covcmgge CL*-. a. Primary Insurance: This insurance is primary except when b. below applies. b. Excess Insurance: (1) This insurance is excess over any other insuraoce, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage,Builder's Risk, Installation Risk orsimilarcoveragefor "your work"; (b) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner, (c) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (d) If the loss arises out of the maintenance or use of aircraft, "auto" or watercraft to the extent not subject to Exclusion g, of Coverage A (SECTION I); or (e) That is valid and collectible insurance available to you under any other policy. VP E 201(2/ 19) Page 7 of 9 0 2019 Virtue RA Partners, LLC (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit." If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other insurance, we will pay only the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self insured amounts under all other insurance. If a loss occurs involving two or more policies, each of which states that its insurance will be excess, then our policy will contribute on a pro rata basis. All Other Coverage Parts except the Rnvimnm nt 1 Impairment Liability CoveragQ Part: If any part of either LOSS or CLAIMS EXPENSE are covered under this Policy and any other valid and collectible current, prior or subsequent Policy(ies) issued by any otherinsuret, this Policy shall provide coverage for such LOSS or CLAIMS EXPENSE on a pro rats basis with such other policy according to the applicable Limits of Liability of the applicable Coverage Part and such other policy. This coverage shall apply on an excess basis over any a nd all Project Specific Policies. This insurance shall in no way be increased or expanded as a result of the receivership, insolvency, or inability to pay of any insurer with respect to both the duty to indemnify and the duty to defend. This also applies to the INSURED while acting as a self -insured for any coverage. The INSURED shall promptly upon the request of the Company provide the Company with copies of all policies potentially applicable against the liability to which this Policy applies. The Company's obligation to make any payment for TRANSPORTATION shall be on an excess and non- contributory basis aver any other primary and excess insurance available to the INSURED, whether collectible or not. 17. Primary Non -Contributory: Except as otherwise specified herein, this Policy shall be considered pdrnaty to any similar insurance held by third parties with respect to "your work," YOUR SERVICES and PROFESSIONAL SERVICES performed by you under any written contractual agreement with such third party. It is further agreed that any other insurance which person(s) or otganizations(s) as referenced above may have, is excess and non-contributory to this insurance. 18. Sevcmbility: Except with respect to the Limits of Liability, and any rights or dudes specifically assigned in this Policy to the NAMED INSURED, this insurance applies as if each NAMED INSURED were the only NAMED INSURED and separately to each INSURED against whom a CLAIM is made. 19. Sole Agent: The NAMED INSURED first listed in the Declarations shall be deemed agent of, and act on behalf of, all other INSUREDS, if any, with respect to all matters involving this policy, including the payment or return of premium, payment of all deductibles, receipt and acceptance of any endorsement issued to form a part of the Policy, givingand receiving notification of cancellation of non -renewal, and the exercise the Policy of the rights provided in the Extended Reporting Period clause, if applicable. The Company shall have the right to seek indemnification from any INSURED or any other person who may be legally liable for the debts of the NAMED INSURED. 20. Transfer or Recovery Rights: If the Company pays any amount or incurs CLAIM EXPENSE under this Policy, the Company shall be subrogated to the rights of recovery of each INSURED, against any person, firm or organization. All INSUREDS shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights, includingwithout limitation, assignment of the INSURED rights against any person or organization on account of which the Company trade payment or incurred coverage expense under this Policy. The INSURED shall do nothing to waive or prejudice such rights either prior or subsequent to any CLAIM. VP Lt 201(2/19) Page 8 of 9 0 2019 Virtue Risk Partners, LLC 21. Transfer of the NAMED INSURED'S Rights and Duties: The NAMED INSURED'S rights and dudes under this policy may not be transferred without the Company's written consent except in the case of death of an individual NAMED INSURED. If an individual NAMED INSURED dies, their rights and duties will be transferred to the NAMED INSURED'S legal representative, but only while acting within the scope of duties as the NAMED INSURED'S legal representative. Until the NAMED INSURED'S legal representative is appointed, anyone having proper temporary custody of the NAMED INSURED'S property will have the NAMED INSURED'S rights and duties, but only with respect to that property. 22. Waiver of Subrogation:Tkic Company waives any right of recovery it may have against any person(s).or organization(s) to whom the NAMED INSURED agrees, in a written contract, to provide a waiver of subrogation because of payments the Company makes for injury or damage arising out of the YOUR SERVICES done under a contract with that person or organization. This status exists only for the project specifiedin that contract. Under no circumstances shall this provision act to extend the policy period, change the scope of coverage, orincrease the Aggregate limits of Insurance scheduled in the VIRTUE PACK Service Business Package Policy Declarations or in any Supplemental Declarations. This paragraph shall not apply to the Environmental Impairment Liability Coverage Part. 23. Claim and Loss Apportionment. If a Claim made against an Insured includes both covered and uncovered allegations, or is made against an Insured and others not insured, the Insured and the Company recognize that there must be an allocation between covered and uncovered Claim Expenses and Loss payments, if any. The Insured and the Company shall use good faith efforts to agree upon a fair allocation between covered and uncovered Claims, Claim Expenses, and loss taking into account the relative legal and financial exposures, and the relative benefits obtained in connection with the defense and/or settlement of the Claim by the Insured or others. a. If the Insured and the Insurer are unable to agree on the amount of the allocation, then the Company shall pay only those amounts (excess of the Deductible) which the Company deems to be fair and equitable until a different amount shall be agreed upon or determined pursuant to the terns of this Policy. b. The Company may advance Claims Expenses and or Loss and pursuant to this paragraph prior to the final disposition of any such Claim, provided such Claim is covered by this Policy. Any such advance shall be on the condition that: (1) the appropriate Deductible has been satisfied; and (2) any amounts advanced by the Company shall serve to reduce the Limit of Liability stated in the Declarations to the extent they are not in fact repaid; and (3) the Insured and the Company have agreed upon the portion of the Claims Expenses or Loss attributable to covered Claims against the Insureds; provided, however, if no agreement, the Compaq shall pay Costs of Defense as specified herein; and (4) in the event it is finally established that the Company has no liability under the Policy for such Claim, the Insured will repay the Company all Claims Expenses and/or Loss advanced by virtue of this provision. All other policy terms and conditions shall remain the same. PLEASE READ THIS ENDORSEMENT CAREFULLY AND COMPLETELY. THIS ENDORSEMENT CHANGES THE POLICY. ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME. VP E 201(2/19) Page 9 of 9 0 2019 Virtue Risk Partners, LLC ACP3019057593 1001r=-1=112023 COMMERCIAL AUTO AC 70 05 03 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO PROTECTION - GOLD This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SUMMARY OF COVERAGES A. Effect of This Endorsement B. Newly Acquired or Formed Entities C. Employees as Insureds — Nonowned Autos D. Additional Insured by Contract, Permit or Agreement E. Supplementary Payments — Bail Bonds F. Supplementary Payments — Loss of Earnings G. Personal Effects and Property of Others Extension H. Prejudgment Interest Coverage I. Fellow Employee — Officer, Managers and Supervisors J. Hired Auto Physical Damage K. Temporary Substitute Autos — Physical Damage Coverage L. Expanded Towing Coverage M. Auto Loan or Lease Coverage N. Original Equipment Manufacturer Parts — Leased Private Passenger Types O. Deductible Amendments P. Rental Reimbursement Coverage O. Expanded Transportation Expense R. Extra Expense — Stolen Autos S. Physical Damage Limit of Insurance T. New Vehicle Replacement Cost U. Physical Damage Coverage Extension V. Transfer of Rights of Recovery Against Others To Us W. Section IV — Business Auto Conditions — Notice of and Knowledge of Occurrence X. Hired Car Coverage Territory Y. Emergency Lock Out Z. Cancellation Condition AC 70 05 03 16 Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 7 with its permission COMMERCIAL AUTO AC 70 05 03 16 A. EFFECT OF THIS ENDORSEMENT Coverage provided under this policy is modified by the provisions of this endorsement. If there is any conflict between the provisions of this endorsement and the provision(s) of any state - specific endorsement also attached to this poli- cy, then the provision(s) of the state -specific endorsement shall apply instead of the provi- sions of this endorsement that are in conflict, but only to the extent of the conflict, and only to the extent necessary to bring such provisions into conformance with the state requirement(s) contained in the provision(s) of the state -specific endorsement. B. NEWLY ACQUIRED OR FORMED ENTITIES The Named Insured shown in the Declarations is amended to include any organization you newly acquire or forth, other than a partnership, joint venture, or limited liability company, and over which you maintain ownership or majority (more than 50%) interest: if there is no other similar in- surance available to that organization. Coverage under this provision is afforded until the 180" day after you acquire or form the organization or the end of the policy period, whichever is later. C. EMPLOYEES AS INSUREDS — NONOWNED AUTOS The following is added to paragraph A.1. Who Is An Insured of SECTION II — COVERED AUTOS LIABILITY COVERAGE: d. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your per- sonal affairs. D. ADDITIONAL INSURED BY CONTRACT, PERMIT OR AGREEMENT The following is added to A.1. Who Is An In- sured of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any person or organization that you are re- quired to name as an additional insured in a written contract or agreement that is executed or signed by you prior to a "bodily injury" or "property damage" occurrence is an "insured" for Covered Auto Liability coverage. How- ever, with respect to covered "autos", such person or organization is an insured only to the extent that person or organization qualifies as an "insured" under A.1. Who is an Insured of SECTION II — COVERED AUTOS LIABILITY COVERAGE: If specifically required by the written contract or agreement referenced in the paragraph above, any coverage provided by this endorsement to an additional insured shall be primary and any other valid and collectible insurance avail- able to the additional insured shall be non- contributory with this insurance. If the written contract does not require this coverage to be primary and the additional insured's coverage to be noncontributory, then this insurance will be excess over any other valid and collectible insur- ance available to the additional insured. E. SUPPLEMENTARY PAYMENTS — BAIL BONDS Supplementary Payments of SECTION II — COVERED AUTOS LIABILITY COVERAGE is revised as follows: (2) Up to $2,500 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. F. SUPPLEMENTARY PAYMENTS — LOSS OF EARNINGS Supplementary Payments of the SECTION II — COVERED AUTOS LIABILITY COVERAGE is revised as follows: (4) All reasonable expenses incurred by the "in- sured" at our request, including actual loss of earnings up to $500 a day because of time off from work. G PERSONAL EFFECTS AND PROPERTY OF OTHERS EXTENSION 1. The. Care, Custody or Control Exclusion of SECTION II — COVERED AUTOS LIABILITY COVERAGE, does not apply to "property damage" to property, other than your property, up to an amount not exceed- ing $250 in any one "accident". Coverage is excess over any other valid and collectible insurance. 2. The following paragraph is added to A.4. Coverage Extensions of SECTION III — PHYSICAL DAMAGE COVERAGE: c. We will pay up to $500 for your property that is lost or damaged as a result of a covered "loss", without applying a de- ductible. Coverage is excess over any other valid and collectible insurance. Page 2 of 7 Includes copyrighted material of Insurance Services Office, Inc. AC 70 05 03 16 with its permission COMMERCIAL AUTO AC 70 05 03 16 H. PREJUDGMENT INTEREST COVERAGE substitute for a covered "auto" you own that The following paragraph is added to SECTION II is out of service because of its: — COVERED AUTOS LIABILITY COVERAGE, a. Breakdown; 2. Coverage Extensions, a. Supplementary b. Repair; Payments: c. Servicing; (7) Prejudgment interest awarded against the d. "Loss"; or "insured" on that part of the judgment we pay. If we make an offer to pay the appli- e. Destruction cable limit of insurance, we will not pay The coverage that applies is the same as any prejudgment interest based on that the coverage provided for the vehicle being period of time after the offer. replaced. I. FELLOW EMPLOYEE — OFFICERS, MANAGERS, AND SUPERVISORS L. EXPANDED TOWING COVERAGE The Fellow Employee Exclusion in SECTION II 1. We will pay up to: — COVERED AUTOS LIABILITY COVERAGE is a. $100 for a covered "auto" you own of replaced as follows; the private passenger type, or A. "Bodily injury" to any fellow "employee" of "insured" b. $500 for a covered "auto" you own that the arising out of and in the course "employee's" is not of the private passenger type, of the fellow employment or while performing duties related to the con- for towing and labor costs incurred each duct of your business. This exclusion does time the covered "auto" is disabled. Howev- not apply to an "insured" who occupies a er, the labor must be performed at the place position as an officer, manager, or supervi- of disablement. sor. 2. This coverage applies only for an "auto" J. HIRED AUTO PHYSICAL DAMAGE covered on this policy for Comprehensive or If covered "auto" designation symbols 1 or 8 ap- Specified Causes of Loss Coverage and ply to Liability Coverage and if at least one "au- Collision Coverages. to" you own is covered by this policy for Com- 3. Payment applies in addition to the otherwise prehensive, Specified Causes of Loss, or Colli- applicable amount of each coverage you sion coverages, then the Physical Damage have on a covered "auto". coverages provided are extended to "autos" you M. AUTO LOAN OR LEASE COVERAGE lease, hire, rent or borrow without a driver; and 1. In the event of a total "loss" to a covered provisions in the Business Auto Coverage Forth ^auto", we will pay any unpaid amount due applicable to Hired Auto Physical Damage apply on the loan or lease, including up to a max - up to a limit of $100,000. The deductible will be imum of $500 for early termination fees or equal to the largest deductible applicable to any penalties, for your covered "auto" less: owned "auto" for that coverage. Any Compre- a. The amount paid under SECTION III — hensive deductible does not apply to fire or lightning. PHYSICAL DAMAGE COVERAGE of this policy; and K. TEMPORARY SUBSTITUTE AUTOS — PHYSICAL DAMAGE COVERAGE b' Any: The following is added to paragraph C. Certain 1) Overdue lease/loan payments at the Trailers, Mobile Equipment And Temporary time of the "loss"; Substitute Autos of SECTION I - COVERED 2) Financial penalties imposed under a AUTOS: lease for excessive use, abnormal If Physical Damage Coverage is provided by wear and tear or high mileage; this Coverage Form, the following types of 3) Security deposits not refunded by a vehicles are also covered "autos" for Physi- lessor; cal Damage Coverage: 4) Costs of extended warranties, Credit Any "auto" you do not own while used with Life insurance, Health, Accident, or the permission of its owner as a temporary Disability insurance purchased with the lease; and AC 70 05 03 16 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 7 with its permission COMMERCIAL AUTO AC 70 05 03 16 5) Carry-over balances from previous leases. 2. This coverage only applies to a "loss" which is also covered under this policy for Com- prehensive, Specified Causes of Loss, or Collision coverage. 3. Coverage does not apply to any unpaid amount due on a loan for which the covered "auto" is not the sole collateral. N. ORIGINAL EQUIPMENT MANUFACTURER PARTS — LEASED PRIVATE PASSENGER TYPES Under Paragraph C. Limit of Insurance of SECTION III — PHYSICAL DAMAGE COVERAGE, Section 4 is added as follows: 4. We will use new original equipment vehicle manufacturer parts for any private passen- ger type covered "auto" where required by the lease agreement which has a term of at least six months. If a new original equip- ment vehicle manufacturer part is not in pro- duction or distribution we may use a like, kind and quality replacement part. O. DEDUCTIBLE AMENDMENTS The following are added to the Deductible provi- sion of SECTION III — PHYSICAL DAMAGE COVERAGE: If another policy or coverage form that is not an automobile policy or coverage form issued by this company applies to the same "accident", the following applies: 1. If the deductible under this coverage is the smaller (or smallest) deductible, it will be waived: 2. If the deductible under this coverage is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. If a Comprehensive or Specified Causes of Loss Coverage "loss" from one "accident" involves two or more covered "autos", only the highest deductible applicable to those coverages will be applied to the "accident," if the cause of the loss is covered for those vehicles. This provision only applies if you carry Comprehensive or Specified Causes of Loss Coverage for those vehicles, and does not extend coverage to any covered "autos" for which you do not carry such coverage. No deductible applies to glass if the glass is re- paired, in a manner acceptable to us, rather than replaced. P. RENTAL REIMBURSEMENT COVERAGE 1. This coverage applies only to a covered "au- to" for which Physical Damage Coverage is provided on this policy. 2. We will pay for rental reimbursement ex- penses incurred by you for the rental of an "auto" because of"loss"to a covered "auto". Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto." No deductibles apply to this coverage. 3. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy's expiration, with the lesser of the following number of days: a. The number of days reasonably required to repair or replace the covered "auto". If "loss" is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and return it to you. b. The number of days shown in the Schedule. 4. Our payment is limited to the lesser of the following amounts: a. Necessary and actual expenses incurred. b. $75 for any one day or for a maximum of 30 days. 5. This coverage does not apply while there are spare or reserve "autos" available to you for your operations. 6. If "loss" results from the total theft of a cov- ered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement ex- penses which is not already provided for un- der SECTION III — PHYSICAL DAMAGE COVERAGE Coverage Extension. Q. EXPANDED TRANSPORTATION EXPENSE Paragraph A.4.a. of SECTION III — PHYSICAL DAMAGE COVERAGE is replaced by the follow- ing: We will pay up to $50 per day to a maximum of $1500 for temporary transportation expense in- curred by you because of the total theft of a Page 4 of 7 Includes copyrighted material of Insurance Services Office, Inc AC 70 05 0316 with its permission. covered "auto" of the private passenger type. We will only pay for those covered "autos" for which you carry Comprehensive or Specified Causes of Loss Coverage. We will pay for tem- porary transportation expenses incurred during the period beginning 24 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". R. EXTRA EXPENSE — STOLEN AUTOS The following paragraph is added to Coverage Extensions of SECTION III — PHYSICAL DAMAGE COVERAGE: c. We will pay for up to $5,000 for the expense of returning a stolen covered "auto" to you. We will pay only for those covered "autos" for which you carry Comprehensive or Spec- ified Causes of Loss Coverage S. PHYSICAL DAMAGE LIMIT OF INSURANCE Under SECTION III — PHYSICAL DAMAGE COVERAGE, Paragraph C., Limit of Insurance is replaced by the following: C. Limit Of Insurance 1. The most we will pay for "loss" in any one "accident" is the lesser of: a. The actual cash value of the damaged or stolen property as of the time of the "loss", or b. The cost of repairing or replacing the damaged or stolen property. 2. $1500 is the most we will pay for "loss" in any one "accident" to all electronic equip- ment that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: a. Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the in- stallation of such equipment. b. Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or c. An integral part of such equipment. 3. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". 4. The cost of repairing or replacing may: a. Be based on an estimate which includes parts furnished by the original equip - COMMERCIAL AUTO AC 70 05 03 16 ment manufacturer or other sources in- cluding non -original equipment manu- facturers and b. If a repair or replacement results in bet- ter than like kind or quality, we will not pay for the amount of the net improve- ment. 5. If we offer to pay the actual cash value of the damaged or stolen property, we will value auto advertising wraps, paint customi- zation, and similar business related advertis- ing modifications, in addition to the actual cash value of the property. Auto advertising wraps, paint customization, and similar business related advertising modifications will be valued at the cost to replace them with an adjustment made for depreciation and physical condition. T. NEW VEHICLE REPLACEMENT COST The following is added to the Limit of Insurance provision of SECTION III — PHYSICAL DAMAGE COVERAGE: 5. The provisions of paragraphs 1. and 3. do not apply to a covered "auto" of the private passenger type or a vehicle with a gross vehicle weight rating of 20,000 pounds or less which is a "new vehicle." In the event of a total "loss" to your new ve- hicle to which this coverage applies, we will pay at your option: a. The verifiable "new vehicle" purchase price you paid for your damaged vehi- cle, not including any insurance or war- ranties purchased; b. If it is available, the purchase price, as negotiated by us, of a "new vehicle" of the same make, model, and equipment or the most similar model available, not including any furnishings, parts, or equipment not installed by the manufac- turer or manufacturers' dealership; or. c. The market value of your damaged ve- hicle, not including any furnishings, parts, or equipment not installed by the manufacturer or manufacturer's dealer- ship. We will not pay for initiation or set up costs associated with loans or leases As used in this endorsement, a "new vehicle" means an "auto" of which you are the original owner that has not been previ- AC 70 05 0316 Includes copyrighted material of Insurance Services Office, Inc., Page 5 of 7 with its permission COMMERCIAL AUTO AC 70 05 03 16 ously titled and which you purchased less than 365 days before the date of the "loss". U. PHYSICAL DAMAGE COVERAGE EXTENSIONS Under SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, Coverage Exten- sions, b. Loss of Use Expenses is replaced by the following: b. Loss of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" be- comes legally responsible to pay for loss of use of a vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use ex- penses if caused by: (1) Other than collision if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto." However, the most we will pay for any expenses for loss of use is $50 per day, to a maximum of $1,500. The insurance provided by this provision is excess over any other collectible insurance. V. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: We waive any right of recovery we may have against any person or organization to the extent required of you by a written con- tract executed prior to any "accident" be- cause of payments we make for damages under this coverage form. W. NOTICE OF AND KNOWLEDGE OF SECTION IV — BUSINESS AUTO CONDITIONS, Paragraph A is amended as follows: 6. NOTICE OF AND KNOWLEDGE OF OCCURRENCE a. Your obligation in the Duties in the Event of Accident, Claim, Suit or Loss Condi- tion relative to notification requirements applies only when the "accident" or "loss" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, N you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. b. Your obligation in the. Duties in the Event of Accident, Claim, Suit or Loss Condition relative to providing us with documents concerning a claim or "suit" will not be considered breached unless the breach occurs after such claim or "suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. X. HIRED CAR — COVERAGE TERRITORY Item (5) of the Policy Period, Coverage Territory General Conditions is replaced by the following: (5) Anywhere in the word if a covered "auto" is leased, hired, rented or borrowed without a driver for a period of 30 days or less; and Y. EMERGENCY LOCKOUT We will reimburse you up to $100 for reasonable expense incurred for the services of a locksmith to gain entry into your covered "auto" subject to these provisions: 1. Your door key, electronic key or key entry pad has been lost, stolen or locked in your covered "auto" and you are unable to enter such "auto" , or 2. Your keyless entry device battery dies and you are unable to enter such "auto" as a re- sult, 3. Your key, electronic key or key entry pad has been lost or stolen and you have changed the lock to prevent an unauthorized entry; and Page 6 of 7 Includes copyrighted material of Insurance Services Office, Inc AC 70 05 03 16 with its permission. 4. Original copies of receipts for services of a locksmith must be provided before reim- bursement is payable. Z. CANCELLATION CONDITION Paragraph A.2. of the COMMON POLICY CONDITION — CANCELLATION applies except as follows: COMMERCIAL AUTO AC 70 05 03 16 If we cancel for any reason other than non- payment of premium, we will mail or deliver to the First Named Insured written notice of cancellation at least 60 days before the ef- fective date of cancellation. This provision does not apply in those states that require more than 60 days prior notice of cancella- tion. AC 70 05 03 16 Includes copyrighted material of Insurance Services Office, Inc., Page 7 of 7 with its permission WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 0410 C (Ed. 01-19) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA BLANKET BASIS We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be calculated by applying a factor of 2% to the total manual premium, with a minimum initial charge of $350, then applying all other pricing factors for the policy to this calculated charge to derive the final cost of this endorsement. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Blanket Waiver Person/Organization Blanket Waiver —Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Job Description Waiver Premium (priorto adjustments) All CA Operations 1732.00 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: 01/01/2022 Policy NO.: FUWC318114 Endorsement No.: Insured: Premium $ Insurance Company: Cypress Insurance Company Countersigned by WC 99 04 10 C (Ed. 01-19)