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A9333 - STEVENS ENTERPRISES, INC
CONTRACT ABSTRACT Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: Steven Enterprises, Inc. Johelen Rodriguez Maintenance for Oce Plotwave 340 $1,599.00 1001025-40105 December 1, 2022- November 30, 2023 Contract Administration Lead Department: Contract Administrator: Information Technology Larry Klingaman Contract Approvals Council Approval: Agenda Item No./ Resolution No.: Agreement Number: N/A N/A A#9333 Contract Compliance Exhibits: Signatures: Insurance: Bonds: N/A Attached Attached N/A Contract Prepared By: Information Technology Submitted on: 11/09/2022 By: Valerie Rodriguez DocuSign Envelope ID: CFB63BA5-4E35-481E-BCD6-8BF6671A81DB Revised 2.9.22 Page 1 of 16 CONSULTING SERVICES AGREEMENT A9333 (Maintenance Service for Oce Plotwave 340) THIS AGREEMENT FOR CONSULTING SERVICES (“Agreement”) is made and entered into on November 9, 2022, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Steven Enterprises, Inc., a California Stock Corporation, (“Consultant”). City and Consultant are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. City requires the services of a Technician for Maintenance Service on Oce Plotwave 340, (“Project”). B. Consultant has submitted to City a proposal to provide Maintenance Service, to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Consultant 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.CONSULTANT SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide Maintenance services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated by reference (the “Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Consultant 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. Consultant shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. DocuSign Envelope ID: CFB63BA5-4E35-481E-BCD6-8BF6671A81DB Revised 2.9.22 Page 2 of 16 1.3 Licenses and Permits. Consultant 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, Consultant 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 Consultant is an essential condition of this Agreement. Consultant 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 Consultant to any additional compensation regardless of the Party responsible for the delay. 3.COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. Consultant 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 $1,599.00 (One thousand five hundred ninety-nine dollars). 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant 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 Consultant for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Consultant’s invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work 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 Consultant’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: CFB63BA5-4E35-481E-BCD6-8BF6671A81DB Revised 2.9.22 Page 3 of 16 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 Consultant 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 Consultant’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 Consultant 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 Consultant 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 12 months, commencing on December 1, 2022, and ending on November 30, 2023, 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 Consultant. Where termination is due to the fault of Consultant 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, Consultant shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Consultant 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. Consultant 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 Consultant's deficiencies and charge the cost thereof to Consultant, who shall be liable for the full cost of the City's corrective action. DocuSign Envelope ID: CFB63BA5-4E35-481E-BCD6-8BF6671A81DB Revised 2.9.22 Page 4 of 16 Consultant may not terminate this Agreement except for cause upon thirty (30) days written notice to City. 5.COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act and make all decisions in its behalf with respect to the specified Services and work: Johelen Rodriguez, General Manager. 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 Consultant and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Consultant 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"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Consultant 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 Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Consultant 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 Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of 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 Consultant. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the Services required, except as otherwise specified. Consultant shall perform all required Services as an independent Consultant of City and shall not be an employee of City and shall remain at all times as to City a wholly independent Consultant with only such obligations as are consistent with that role; however, City shall have the right to review Consultant’s work product, result, and advice. Consultant 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. Consultant shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Consultant 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. Consultant shall not have any authority to bind City in any manner. DocuSign Envelope ID: CFB63BA5-4E35-481E-BCD6-8BF6671A81DB Revised 2.9.22 Page 5 of 16 5.5 Personnel. Consultant agrees to assign the following individuals to perform the Services in this Agreement. Consultant shall not alter the assignment of the following personnel 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 Consultant by providing written notice to Consultant. Name: Title: Technician will be assigned at the time the service is requested between Consultant and the City of Palm Springs. 5.6 California Labor Code Requirements. A.Consultant 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, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant 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 Consultant 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 Consultant and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Consultant 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 Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 6.INSURANCE Consultant 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. DocuSign Envelope ID: CFB63BA5-4E35-481E-BCD6-8BF6671A81DB Revised 2.9.22 Page 6 of 16 7.1 Indemnification. To the fullest extent permitted by law, Consultant shall defend (at Consultant’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, 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 (Consultant’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 Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant’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 Consultant’s indemnification obligation or other liability under this Agreement. Consultant’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 Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’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, Consultant’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 Consultant in the performance of the Services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. 8.RECORDS AND REPORTS 8.1 Reports. Consultant 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. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant 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 Consultant in the performance of this Agreement shall be the property of City. Consultant shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall DocuSign Envelope ID: CFB63BA5-4E35-481E-BCD6-8BF6671A81DB Revised 2.9.22 Page 7 of 16 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. Consultant may retain copies of such documents for Consultant's own use. Consultant shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant 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, Consultant shall provide City, or other agents of City, such access to Consultant’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 Consultant’s performance under this Agreement. Consultant 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 Consultant 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 Consultant. 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 DocuSign Envelope ID: CFB63BA5-4E35-481E-BCD6-8BF6671A81DB Revised 2.9.22 Page 8 of 16 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. 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 consultant 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 Consultant, 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 Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Consultant 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. Consultant warrants that Consultant 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, Consultant 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”). Consultant 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, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant 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 Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non- discrimination in city contracting. DocuSign Envelope ID: CFB63BA5-4E35-481E-BCD6-8BF6671A81DB Revised 2.9.22 Page 9 of 16 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 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 Consultant: Steven Enterprises, Inc. Attention: Johelen Rodriguez 17952 Skypark Cr #E Irvine, CA 92614 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 the subject matter in this Agreement. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement 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. DocuSign Envelope ID: CFB63BA5-4E35-481E-BCD6-8BF6671A81DB Revised 2.9.22 Page 10 of 16 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. 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON NEXT PAGE] DocuSign Envelope ID: CFB63BA5-4E35-481E-BCD6-8BF6671A81DB DocuSign Envelope ID: CFB63BA5-4E35-481E-BCD6-8BF6671A81DB 12/1/2022 Revised 2.9.22 Page 12 of 16 EXHIBIT “A” CONSULTANT’S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance DocuSign Envelope ID: CFB63BA5-4E35-481E-BCD6-8BF6671A81DB 1 Reprographic Equipment - Sales - Service - Supplies Tel: (800) 491-8785 (949) 250-8785 Fax: (949) 225-0419 Sold To: CITY OF PALM SPRINGS 3200 E Tahquitz Canyon Way PALM SPRINGS, CA 92262 Ship To: : CITY OF PALM SPRINGS 3200 E Tahquitz Canyon Way PALM SPRINGS, CA 92262 This agreement does NOT cover controllers, LED printheads, paper, computers, consumables or software related issues unless specified in writing. Machine must be connected to a qualified surge protector/line saver. Only toner provided by the Original Equipment Manufacturer (OEM) or Steven Enterprises, Inc. is authorized for use on this machine. Use of any non Oem toner, ink, may void this agreement. Service calls due to damages caused by unauthorized toner, movement of equipment or unauthorized service on the machine will not be covered under this agreement SEI shall not be liable for direct, indirect, incidental or consequential damages in connection with the repair or servicing of any equipment, including but not limited to loss of use, revenue, profit or other downtime costs. Machine Serial Number: 3300800519 Service Coverage: from December 1, 2022 thru November 30, 2023 Start Meter Reading: 56,191 SF Title:__________________________________________ Email:___________________________ Print Name_______________________________________ Signature: ________________________________________ SEI Rep: JOHELEN RODRIGUEZ Service Agreement Terms & Conditions Service Agreement (SA) Date: 11/22/2022 Quote: valid for 30 days Page: 1 of 2 Qty Item Description Unit Price 1 OCE PLOTWAVE 340 SERIAL # 330800519 2,000 SF MONTHLY ALLOWANCE OVERAGES @ $0.08 INCLUDES: Parts, Labor, Travel, Preventative Maintenance EXCLUDES: Paper, toner, developer, controller ANNUAL MAINTENANCE AGREEMENT (12 MONTHS) $1599.00 Service Calls: Toll Free: 800-491-8785 Local: 949-250-8785 Email: service@plotters.com Service Hours: 8:00 am to 5:00 pm PST Monday through Friday (Except Holidays) DocuSign Envelope ID: CFB63BA5-4E35-481E-BCD6-8BF6671A81DB Larry Klingaman Larry.Klingaman@palmspringsca.govIT Director 2 1. Routine Maintenance: Steven Enterprises, Inc. (SEI) agrees to perform routine maintenance during the agreement term. Routine maintenance will consist of providing labor and replacement of parts (on an exchange basis) required hardware failures resulting from normal use of equipment and to keep the equipment operating in accordance with product specifications. SEI or its assignee, as an independent contract, during normal business hours will perform routine maintenance. 2. Excluded services and non-related problems: This agreement excludes controllers, LED printheads, computers, consumables and any software issues. The routine maintenance provided by SEI under the agreement excludes the repair of damages resulting from any cause other than ordinary use. This agreement does not include furnishing of supplies, i.e. ink toners, developers, media and Customer Replaceable Components for scanners, such as; lamps, calibration sheets, glass plates and back plates or accessories for the products or repair of damage resulting from any cause other than ordinary use, or causes by operation of product non-manufacture supplies. With respect to any excluded services, SEI will submit a description of the parts or service necessary to restore the equipment to proper operating condition and the estimated charges based on the SEI on call rates then in effect currently at $475 per hour. If SEI is not granted permission to perform such repairs at the customer’s expense, SEI may terminate all its obligations under its agreement with respect to such equipment. Service requested for non-SEI covered equipment is not covered under this agreement and will be billed separately at SEI’s then current on call service rates. This agreement does not cover computers or software related issues unless specified in writing. Software upgrades are excluded, labor charges on upgrades is billable. If customer attempts to upgrade software and/or drivers on the equipment and a SEI tech needs to be dispatched to correct any upgrade problems, this will result in a billable call. 3. Term: The agreement will be for a minimum initial term of one year upon mutal agreement of both parties with 30 day notice provided 4. Service Rates: During the initial one-year term the agreement service rates will be those appearing on the first part of this agreement. After the year SEI may adjust service rates with 30-days advance notice, unless a multi-year service agreement has been agreed upon in advance. 5. Payment: Customer will pay all charges under this agreement and applicable taxes within 30-days of invoice date. If payment is not made in full when due, customer will pay SEI the maximum interest allowed under applicable law on the unpaid balance for each day payment is not received commencing on the due date, and/or SEI may suspend all service until the payments are made, and/or SEI may terminate all its obligations under this agreement. Customer shall pay the minimum charge and/if applicable excess meter charges without offset of deduction of any kind. 6. Key Operator Maintenance: SEI in its discretion may require that the customer perform Key Operator Maintenance (KOM). SEI shall provide such KOM training to customer in accordance with SEI policies. Customer agrees to designate an employee to be trained by SEI to be the key operator of equipment, and to notify SEI if personnel turnover requires a new key operator. The key operator will be responsible for placing all calls for service and will provide meter readings and help desk support when appropriate. 7. Eligibility of Service: This agreement will begin on the start date specified on the top page. Warranty only covers defective parts, not normal usage and wear and tear. SEI reserves the right to require a 31-day wait period following acceptance of this agreement by SEI, unless customer purchases a pre-agreement inspection to determine coverage. 8. Relocation of Equipment: SEI requires notice prior to moving covered equipment. SEI’s service team will relocate the equipment to its new location; this relocation process will be billable at current service rates. Damages resulting or services needed as a result of unauthorized movement of the equipment will be billable at current service rates on labor and necessary parts. Monthly or annual service rates are subject to adjustment, if warranted, depending on the equipment’s new location. SEI at its election may choose to not service the equipment if the new location is outside of SEI’s normal service area. 9. Limitation of Liability: SEI’s liability for breach arising out of the sale of goods or services shall be limited to the purchase price of said goods or services. In no event shall SEI be responsible or liable for any special, incidental, consequential, indirect, direct or other damages (including without limitation, loss of use, profit, revenue or other downtime costs) whether or not SEI has been advised of the possibility of such loss, however caused, whether for breach of repudiation of contract, breach of warranty, negligence, failure to deliver, or under any other theory of liability. SEI is not responsible for delays of service due to manufactures’ non-availability to provide parts or supplies necessary to complete such service as described in this agreement. 10. Access to Equipment: It is the responsibility of the customer to provide any authorization necessary to give SEI full access to the equipment. In the even computer time is required for servicing and testing the equipment, it will be made available to SEI by customer without charge. 11. Access to Products: It is the responsibility of the customer to keep and maintain a full line of products needed for the operation of the equipment. SEI will not be responsible to replace any consumable products used while servicing the machine as required maintenance of the equipment. 12. General: This document contains the complete and exclusive agreement between parties, and supersedes all other prior, contemporaneous or subsequent written or oral communications between the parties relating to the subject matter hereof. Any notice required or permitted will be in writing. Notices shall be deemed to have been given when received. This agreement shall be governed by and constructed in accordance with the laws of the State of California, exclusive of choice by law statues, and both parties agree to submit the exclusive jurisdiction of the applicable State or Federal Court in Orange County, California for resolution of all disputes under this agreement. Any provisions in this agreement, which are found to be prohibited by law, shall be ineffective to the extent of such prohibition without invalidating the remaining provisions. Both parties will comply with applicable federal, state and local laws, rules, regulations and executive orders. SEI may assign/subcontract its rights/obligations under this agreement without notice. Having OCE printer manufacture service if we can’t get it repaired properly DocuSign Envelope ID: CFB63BA5-4E35-481E-BCD6-8BF6671A81DB Revised 2.9.22 Page 13 of 16 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: CFB63BA5-4E35-481E-BCD6-8BF6671A81DB Revised 2.9.22 Page 14 of 16 INSURANCE 1. Procurement and Maintenance of Insurance. Consultant shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant’s performance under this Agreement. Consultant 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. Consultant 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 Consultant’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: A.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; B.Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; C.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; D.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 Consultant has no employees, Consultant shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 3.Primary Insurance. For any claims related to this Agreement, Consultant’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 Consultant’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: CFB63BA5-4E35-481E-BCD6-8BF6671A81DB Revised 2.9.22 Page 15 of 16 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 Consultant provides claims made professional liability insurance, Consultant 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 Consultant’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 Consultant’s Services under this Agreement. Consultant 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. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting 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 Consultant’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: CFB63BA5-4E35-481E-BCD6-8BF6671A81DB Revised 2.9.22 Page 16 of 16 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 Consultant’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) Consultant 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. Consultant 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: CFB63BA5-4E35-481E-BCD6-8BF6671A81DB 11/8/2022 Wigmore Insurance Agency Inc. 880 W. 19th St. License #0811959 Costa Mesa CA 92627 Ken Noden, CPCU (714)979-6543 (714)549-2943 commercial@wigmoreins.com Steven Enterprises, Inc. P O Box 16307 Irvine CA 92623 Travelers Indemnity Co. of Connecticut 25682 Travelers Casualty Ins Co. of America 19046 Travelers Property Cas. Co. of America 25674 22/23 ALL LINES R.5/22 A X X X X Y 680-2N931719-22-42 2/14/2022 2/14/2023 1,000,000 300,000 5,000 1,000,000 2,000,000 2,000,000 DEENC Non-Renewal B X X Y BA-1N775849-22-42 2/14/2022 2/14/2023 1,000,000 Total Pollution Exclusion C X X X Y CUP-1N995649-22-42 2/14/2022 2/14/2023 5,000,000 5,000,000 C Y UB-2S419290-22-42 6/1/2022 6/1/2023 X 1,000,000 1,000,000 1,000,000 CERTIFICATE HOLDER IS INCLUDED AS ADDITIONAL INSURED (GENERAL LIABILITY) PER BLANKET ADDITIONAL INSURED-OWNERS, LESSEES OR CONTRACTORS FORM CG D1 05 04 94 WHICH INCLUDES PRIMARY LANGUAGE WHEN REQUIRED BY WRITTEN CONTRACT. BLANKET WAIVER OF SUBROGATION WHEN REQUIRED BY WRITTEN CONTRACT PER XTEND ENDORSEMENT FOR MANUFACTURERS AND WHOLESALERS CG D4 58 02 19. CERTIFICATE HOLDER IS INCLUDED AS ADDITIONAL INSURED (AUTOMOBILE LIABILITY) PER AUTO COVERAGE PLUS ENDORSEMENT FORM CA T4 20 02 15. WORKERS COMPENSATION POLICY INCLUDES BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT–CALIFORNIA FORM (BLANKET WAIVER) WC 99 03 76 (A). City of Palm Springs 3200 E Tahquitz Canyon Way Palm Springs, CA 92262 Valerie.Rodriguez-T@palmspringsca.gov Timothy Wigmore/K140 Y The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person)$ PERSONAL &ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PER STATUTE OTH- ER E.L.EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes,describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: 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 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: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S)AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401) DocuSign Envelope ID: CFB63BA5-4E35-481E-BCD6-8BF6671A81DB City of Palm Springs its elected officials, officers, employees, agents, and volunteers. are included as additional insured. COMMENTS/REMARKS COPYRIGHT 2000, AMS SERVICES INC.OFREMARK DocuSign Envelope ID: CFB63BA5-4E35-481E-BCD6-8BF6671A81DB COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED OWNERS,LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS: 1.WHO IS AN INSURED (SECTION II)is amended in a written contract for this insurance to to include as an insured any person or organiza-apply on a primary or contributory basis. tion (called hereafter "additional insured")whom 3.This insurance does not apply:you have agreed in a written contract,executed a.on any basis to any person or organizationpriortoloss,to name as additional insured,but for whom you have purchased an Ownersonlywithrespecttoliabilityarisingoutof"your and Contractors Protective policy.work"or your ongoing operations for that addi- tional insured performed by you or for you.b.to "bodily injury,""property damage,""per- sonal injury,"or "advertising injury"arising2.With respect to the insurance afforded to Addi-out of the rendering of or the failure to rendertionalInsuredsthefollowingconditionsapply:any professional services by or for you,in- a.Limits of Insurance The following limits of cluding: liability apply: 1.The preparing,approving or failing to 1.The limits which you agreed to provide;prepare or approve maps,drawings,or opinions,reports,surveys,change or- 2.The limits shown on the declarations,ders,designs or specifications;and whichever is less.2.Supervisory,inspection or engineering services.b.This insurance is excess over any valid and collectible insurance unless you have agreed CG D1 05 04 94 Copyright,The Travelers Indemnity Company,1994.Page 1 of 1 Includes Copyrighted Material from Insurance Services Office,Inc. DocuSign Envelope ID: CFB63BA5-4E35-481E-BCD6-8BF6671A81DB COMMERCIAL AUTO This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM CA T4 20 02 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT Page 1 of 3© 2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. GENERAL DESCRIPTION OF COVERAGE – This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A.BLANKET ADDITIONAL INSURED B.EMPLOYEE HIRED AUTO C.EMPLOYEES AS INSURED D.SUPPLEMENTARY PAYMENTS – INCREASED LIMITS E.TRAILERS – INCREASED LOAD CAPACITY F.HIRED AUTO PHYSICAL DAMAGE G.PHYSICAL DAMAGE – TRANSPORTATION EXPENSES – INCREASED LIMIT A.BLANKET ADDITIONAL INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. B.EMPLOYEE HIRED AUTO 1.The following is added to Paragraph A.1., Who Is An Insured, of SECTION II – COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating a covered "auto" hired or rented under a contract or agreement in an "em- ployee's" name, with your permission, while performing duties related to the conduct of your business. 2.The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV – BUSI- NESS AUTO CONDITIONS: b.For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1)Any covered "auto" you lease, hire, rent or borrow; and (2)Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". C.EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: H.AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT – INCREASED LIMIT I.WAIVER OF DEDUCTIBLE – GLASS J.PERSONAL PROPERTY K.AIRBAGS L.AUTO LOAN LEASE GAP M.BLANKET WAIVER OF SUBROGATION TRIAL MODE − Click here for more information DocuSign Envelope ID: CFB63BA5-4E35-481E-BCD6-8BF6671A81DB COMMERCIAL AUTO CA T4 20 02 15Page 2 of 3 © 2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D. SUPPLEMENTARY PAYMENTS – INCREASED LIMITS 1.The following replaces Paragraph A.2.a.(2) of SECTION II – COVERED AUTOS LIABILITY COVERAGE: (2)Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2.The following replaces Paragraph A.2.a.(4) of SECTION II – COVERED AUTOS LIABILITY COVERAGE: (4)All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. E.TRAILERS – INCREASED LOAD CAPACITY The following replaces Paragraph C.1. of SEC- TION I – COVERED AUTOS: 1."Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. F.HIRED AUTO PHYSICAL DAMAGE The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III – PHYSICAL DAMAGE COVERAGE: Hired Auto Physical Damage Coverage If hired "autos" are covered "autos" for Covered Autos Liability Coverage but not covered "autos" for Physical Damage Coverage, and this policy also provides Physical Damage Coverage for an owned "auto", then the Physical Damage Cover- age is extended to "autos" that you hire, rent or borrow subject to the following: (1)The most we will pay for "loss" to any one "auto" that you hire, rent or borrow is the lesser of: (a)$50,000; (b)The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c)The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2)An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". (3)If a repair or replacement results in better than like kind or quality, we will not pay for the amount of betterment. (4)A deductible equal to the highest Physical Damage deductible applicable to any owned covered "auto". (5)This Coverage Extension does not apply to: (a)Any "auto" that is hired, rented or bor- rowed with a driver; or (b)Any "auto" that is hired, rented or bor- rowed from your "employee". G.PHYSICAL DAMAGE – TRANSPORTATION EXPENSES – INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III – PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. H.AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT – INCREASED LIMIT Paragraph C.1.b. of SECTION III – PHYSICAL DAMAGE COVERAGE is deleted. I.WAIVER OF DEDUCTIBLE – GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III – PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. J.PERSONAL PROPERTY The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III – PHYSICAL DAMAGE COVERAGE: Personal Property Coverage We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1)Owned by an "insured"; and (2)In or on your covered "auto". This coverage only applies in the event of a total theft of your covered "auto". No deductibles apply to Personal Property cover- age. TRIAL MODE − Click here for more information DocuSign Envelope ID: CFB63BA5-4E35-481E-BCD6-8BF6671A81DB COMMERCIAL AUTO CA T4 20 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 3 of 3 K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III – PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a.If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b.The airbags are not covered under any war- ranty; and c.The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. AUTO LOAN LEASE GAP The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III – PHYSICAL DAMAGE COVERAGE: Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total "loss" to a covered "auto" of the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erage is provided, we will pay any unpaid amount due on the lease or loan for such covered "auto" less the following: (1)The amount paid under the Physical Damage Coverage Section of the policy for that "auto"; and (2)Any: (a)Overdue lease or loan payments at the time of the "loss"; (b)Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c)Security deposits not returned by the les- sor; (d)Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (e)Carry-over balances from previous loans or leases. M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV – BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract exe- cuted prior to any "accident" or "loss", pro- vided that the "accident" or "loss" arises out of the operations contemplated by such con- tract. The waiver applies only to the person or organization designated in such contract. TRIAL MODE − Click here for more information DocuSign Envelope ID: CFB63BA5-4E35-481E-BCD6-8BF6671A81DB WORKERS COMPENSATION (BLANKET WAIVER) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS POLICY NUMBER: AND EMPLOYERS LIABILITY POLICY ENDORSEMENT – CALIFORNIA ENDORSEMENT WC 99 03 76 ( A) - UB-2S419290-22-42-G HARTFORD CT 06183 ONE TOWER SQUARE 001 Schedule Job DescriptionPerson or Organization 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. The additional premium for this endorsement shall be % of the California workers' compensation pre- mium. 2.00 DUPLICATING MACHINES WHOLESALEANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. Countersigned byInsurance Company PremiumInsured Endorsement No.Policy No.Endorsement Effective 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.) ST ASSIGN: DATE OF ISSUE: Page of05-23-22 1 1 TRIAL MODE − Click here for more information DocuSign Envelope ID: CFB63BA5-4E35-481E-BCD6-8BF6671A81DB