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HomeMy WebLinkAbout23I318 - TOTAL ONLINE PROTECTION-UPS MAINTENANCECONTRACT 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) UPS Maintenance (Server Room & Dispatch IDF)(Computer Server Room) Total Online Protection LLC Robin Bowlin robin@top-pwr.com UPS Maintenance (Server Room & Dispatch IDF)(Computer Server Room) $9,933.49 10/1/23-9/30/24 N/A Michael Tassinari: mtassinari@top-pwr.com Robin Bowlin: robin@top-pwr.com Information Technology Larry Klingaman N/A 23I318 N/A Yes Yes Yes Department No No 3 quotes received N/A N/A N/A 10/11/23 Kendall Bradley DocuSign Envelope ID: D622F62C-F4BF-4D7F-A446-667A3209A6DA X Revised 4.13.23 Page 1 of 21 CONTRACT SERVICES AGREEMENT 23I318 UPS PREVENTATIVE MAINTENANCE THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on October 17, 2023, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Total Online Protection LLC, dba TOP Electrical, a California limited liability company, (“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 and qualified vendor to provide UPS preventative maintenance services, (“Project”). B. Contractor has submitted to City a proposal to provide UPS preventative maintenance services, 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: D622F62C-F4BF-4D7F-A446-667A3209A6DA Revised 4.13.23 Page 2 of 21 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 $9,933.49. 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: D622F62C-F4BF-4D7F-A446-667A3209A6DA Revised 4.13.23 Page 3 of 21 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 October 17, 2023, and ending on October 16, 2024, 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: D622F62C-F4BF-4D7F-A446-667A3209A6DA Revised 4.13.23 Page 4 of 21 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: Michael Tassinari, Operations 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 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 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 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: D622F62C-F4BF-4D7F-A446-667A3209A6DA Revised 4.13.23 Page 5 of 21 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: Michael Tassinari Operations 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, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses DocuSign Envelope ID: D622F62C-F4BF-4D7F-A446-667A3209A6DA Revised 4.13.23 Page 6 of 21 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: D622F62C-F4BF-4D7F-A446-667A3209A6DA Revised 4.13.23 Page 7 of 21 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: D622F62C-F4BF-4D7F-A446-667A3209A6DA Revised 4.13.23 Page 8 of 21 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 Code 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: D622F62C-F4BF-4D7F-A446-667A3209A6DA Revised 4.13.23 Page 9 of 21 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: Total Online Protection LLC dba TOP Electrical Attention: Michael Tassinari 42914 Cinnamon Ln. Temecula, CA 92592 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 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: D622F62C-F4BF-4D7F-A446-667A3209A6DA Revised 4.13.23 Page 10 of 21 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 11.10 Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section. [SIGNATURES ON NEXT PAGE] DocuSign Envelope ID: D622F62C-F4BF-4D7F-A446-667A3209A6DA Revised 4.13.23 Page 11 of 21 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND TOTAL ONLINE PROTECTION LLC DBA TOP ELECTRICAL 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: 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: D622F62C-F4BF-4D7F-A446-667A3209A6DA 10/19/2023 10/19/2023 10/23/2023 Revised 4.13.23 Page 12 of 21 EXHIBIT “A” SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance DocuSign Envelope ID: D622F62C-F4BF-4D7F-A446-667A3209A6DA Revised 4.13.23 Page 13 of 21 Contractor will provide UPS Preventative Maintenance at Palm Springs International Airport and Palm Springs Police Department as detailed in quote #QN3064. DocuSign Envelope ID: D622F62C-F4BF-4D7F-A446-667A3209A6DA Revised 4.13.23 Page 14 of 21 DocuSign Envelope ID: D622F62C-F4BF-4D7F-A446-667A3209A6DA Revised 4.13.23 Page 15 of 21 DocuSign Envelope ID: D622F62C-F4BF-4D7F-A446-667A3209A6DA Revised 4.13.23 Page 16 of 21 DocuSign Envelope ID: D622F62C-F4BF-4D7F-A446-667A3209A6DA Revised 4.13.23 Page 17 of 21 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: D622F62C-F4BF-4D7F-A446-667A3209A6DA Revised 4.13.23 Page 18 of 21 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: D622F62C-F4BF-4D7F-A446-667A3209A6DA Revised 4.13.23 Page 19 of 21 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: D622F62C-F4BF-4D7F-A446-667A3209A6DA Revised 4.13.23 Page 20 of 21 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: D622F62C-F4BF-4D7F-A446-667A3209A6DA Revised 4.13.23 Page 21 of 21 EXHIBIT “C” EXECUTIVE ORDER N-6-22 CERTIFICATION Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect. Executive Order N-6-22 also requires that any contractor that: (1) currently has a contract with the City of Palm Springs funded through grant funds provided by the State of California; and/or (2) submits a bid or proposal or otherwise proposes to or enter into or renew a contract with the City of Palm Springs with State of California grant funds, certify that the person is not the target of any economic sanctions against Russia and Russian entities and individuals. The contractor hereby certifies, SUBJECT TO PENALTY FOR PERJURY, that a) the contractor is not a target of any economic sanctions against Russian and Russian entities and individuals as discussed in Executive Order N-6-22 and b) the person signing below is duly authorized to legally bind the Contractor. This certification is made under the laws of the State of California. Signature: Printed Name: Title: Firm Name: Date: DocuSign Envelope ID: D622F62C-F4BF-4D7F-A446-667A3209A6DA CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$107.00 ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE LICENSEE TO OPERATE OR MAINTAIN A BUSINESS IN VIOLATION OF ANY OTHER LAW OR ORDINANCE. THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY NOR OF THE APPLICANT'S QUALIFICATIONS. Business Name:Total Online Protection LLC DBA: TOP ELectrical Owner:Total Online Protection LLC Mailing Address:42914 Cinnamon Ln. Temecula, CA 92592 License Number:CBL-002478-2023 Expiration Date:09/30/2024 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:42914 Cinnamon Lane, Temecula, CA 92592 Business Description:Contractor - Electrical TO BE POSTED IN A CONSPICUOUS PLACE DocuSign Envelope ID: D622F62C-F4BF-4D7F-A446-667A3209A6DA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 09/11/2023 Hughes Commercial Insurance Services, LLC 6936 Alabama Ave Canoga Park CA 91303 William Hughes (818) 668-8220 (818) 668-8225 Jackie@hughesrisk.com Total Online Protection, LLC. 27475 Ynez Rd #370 Temecula CA 92591 OHIO SECURITY INSURANCE COMPANY 24082 AMGUARD INSURANCE COMPANY 42390 TECHNOLOGY INSURANCE COMPANY INC.42376 A BKS56306147 01/09/2023 01/09/2024 1,000,000 1,000,000 15,000 1,000,000 2,000,000 2,000,000 B TOAU386504 10/15/2022 10/15/2023 1,000,000 C Y TWC4179650 12/11/2022 12/11/2023 1,000,000 1,000,000 1,000,000 The City of Palm Springs, its officials, employees, and agents are named as an additional insured as respects City of Palm Springs for any and all work performed with the city. This insurance is primary and non-contributory over any insurance. The City of Palm Springs its officials, employees & agents 3400 W. Tahquitz Canyon Way #1 Palm Springs CA 92262 DocuSign Envelope ID: D622F62C-F4BF-4D7F-A446-667A3209A6DA 23200of5630614700145029056306147 POLSVCS 290 001450 23 200INSURED COPY PAGE OF Ohio Security Insurance Company - a stock company TOTAL ONLINE PROTECTION LLC (866) 655-8244 27475 Ynez Rd Ste 370 SMART CHOICE Temecula, CA 92591 1589 SKEET CLUB RD STE 102 HIGH POINT, NC 27265-8818 BKS (24) 56 30 61 47 From 01/09/2023 To 01/09/2024 1-844-325-2467 Coverage Is Provided In: Common Policy Declarations Named Insured & Mailing Address Agent Mailing Address & Phone No. Policy Number: Policy Period: 12:01 am Standard Time at Insured Mailing Location Issue Date Authorized Representative To report a claim, call your Agent or DS 70 21 11 16 LIMITED LIABILITY COMPANY COMPUTER WIRING Named Insured Is: Named Insured Business Is: In return for the payment of the premium, and subject to all the terms of this policy, we agree with you to provide the insurance as stated in this policy. - CUSTOM PROTECTORSUMMARY OF COVERAGE PARTS AND CHARGES This policy consists of this Common Policy Declarations page, Common Policy Conditions, Coverage Parts (which consist of coverage forms and other applicable forms and endorsements, if any, issued to form a part of them) and any other forms and endorsements issued to be part of this policy. COVERAGE PART CHARGES Commercial Property Commercial Inland Marine Commercial General Liability Total Charges for all of the above coverage parts: Certified Acts of Terrorism Coverage: (Included) Note: This is not a bill IMPORTANT MESSAGES .This policy is auditable. Please refer to the conditions of the policy for details or contact your agent. .Notice: The Employment-Related Practices Exclusion CG 21 47 is added to this policy to clarify there is no coverage for liability arising out of employment-related practices. Please read this endorsement carefully. DocuSign Envelope ID: D622F62C-F4BF-4D7F-A446-667A3209A6DA 24200of56306147 POLSVCS 290 001450 24 200INSURED COPY PAGE OF Ohio Security Insurance Company - a stock company TOTAL ONLINE PROTECTION LLC (866) 655-8244 27475 Ynez Rd Ste 370 SMART CHOICE Temecula, CA 92591 1589 SKEET CLUB RD STE 102 HIGH POINT, NC 27265-8818 BKS (24) 56 30 61 47 From 01/09/2023 To 01/09/2024 1-844-325-2467 Coverage Is Provided In: Common Policy Declarations Named Insured Agent Policy Number: Policy Period: 12:01 am Standard Time at Insured Mailing Location In witness whereof, we have caused this policy to be signed by our authorized officers. Mark Touhey David Long Secretary President To report a claim, call your Agent or DS 70 21 11 16 SUMMARY OF LOCATIONS This policy provides coverage for the following under one or more coverage parts. Please refer to the individual Coverage Declarations Schedules, or, the individual Coverage Forms for locations or territory definition for that specific Coverage Part. 0001 42914 Cinnamon Ln, Temecula, CA 92592-7127 0002 38340 Innovation Ct Unit E-501, Murrieta, CA 92563-2621 0003 28403 Felix Valdez, RANCHO CALIFORNIA, CA 92590 POLICY FORMS AND ENDORSEMENTS This section lists the Forms and Endorsements for your policy. Refer to these documents as needed for detailed information concerning your coverage. FORM NUMBER TITLE CG 00 01 04 13 Commercial General Liability Coverage Form - Occurrence CG 20 10 04 13 Additional Insured - Owners, Lessees or Contractors - Scheduled Person or Organization CG 20 37 04 13 Additional Insured - Owners, Lessees or Contractors - Completed Operations CG 21 06 05 14 Exclusion - Access Or Disclosure Of Confidential Or Personal Information And Data-Related Liability - With Limited Bodily Injury Exception CG 21 47 12 07 Employment-Related Practices Exclusion DocuSign Envelope ID: D622F62C-F4BF-4D7F-A446-667A3209A6DA 25200of5630614700145029056306147 POLSVCS 290 001450 25 200INSUREDCOPYPAGEOF Ohio Security Insurance Company -a stock company TOTAL ONLINE PROTECTION LLC (866)655-8244 27475 Ynez Rd Ste 370 SMART CHOICE Temecula,CA 92591 1589 SKEET CLUB RD STE 102 HIGH POINT,NC 27265-8818 BKS (24)56 30 61 47 From 01/09/2023 To 01/09/2024 1-844-325-2467 Coverage Is Provided In: Common Policy Declarations Named Insured Agent Policy Number: Policy Period: 12:01 am Standard Time at Insured Mailing Location To report a claim,call your Agent or DS 70 21 11 16 POLICY FORMS AND ENDORSEMENTS -CONTINUED This section lists all of the Forms and Endorsements for your policy.Refer to these documents as needed for detailed information concerning your coverage. FORM NUMBER TITLE CG 21 67 12 04 Fungi or Bacteria Exclusion CG 21 70 01 15 Cap on Losses from Certified Acts of Terrorism CG 21 76 01 15 Exclusion of Punitive Damages Related to a Certified Act of Terrorism CG 21 88 01 15 Conditional Exclusion of Terrorism Involving Nuclear,Biological or Chemical Terrorism (Relating to Disposition of Federal Terrorism Risk Insurance Act) CG 21 96 03 05 Silica or Silica-Related Dust Exclusion CG 24 26 04 13 Amendment of Insured Contract Definition CG 70 02 01 01 General Endorsement CG 81 38 12 08 Lost Key Liability Coverage CG 84 99 01 12 Non-Cumulation Of Liability Limits Same Occurrence CG 88 10 04 13 Commercial General Liability Extension CG 88 60 12 08 Each Location General Aggregate Limit CG 88 61 12 08 Property Damage -Customers’Goods CG 88 66 12 08 Property Damage -Borrowed Equipment CG 88 70 12 08 Construction Project(s)-General Aggregate Limit (Per Project) CG 88 72 12 08 Off Premises Property Damage Including Care,Custody or Control CG 88 77 12 08 Medical Expense At Your Request Endorsement CG 88 86 12 08 Exclusion -Asbestos Liability CG 90 41 01 13 Amendment Of Coverage B Personal And Advertising Injury CG 91 92 05 15 Exclusion -New Residential Construction Operations CL 01 00 03 99 Common Policy Conditions CL 01 62 01 19 Amendatory Endorsement -California CL 06 00 01 15 Certified Terrorism Loss CL 07 00 10 06 Virus or Bacteria Exclusion DocuSign Envelope ID: D622F62C-F4BF-4D7F-A446-667A3209A6DA 26200of56306147 POLSVCS 290 001450 26 200INSURED COPY PAGE OF Ohio Security Insurance Company - a stock company TOTAL ONLINE PROTECTION LLC (866) 655-8244 27475 Ynez Rd Ste 370 SMART CHOICE Temecula, CA 92591 1589 SKEET CLUB RD STE 102 HIGH POINT, NC 27265-8818 BKS (24) 56 30 61 47 From 01/09/2023 To 01/09/2024 1-844-325-2467 Coverage Is Provided In: Common Policy Declarations Named Insured Agent Policy Number: Policy Period: 12:01 am Standard Time at Insured Mailing Location To report a claim, call your Agent or DS 70 21 11 16 POLICY FORMS AND ENDORSEMENTS - CONTINUED This section lists all of the Forms and Endorsements for your policy. Refer to these documents as needed for detailed information concerning your coverage. FORM NUMBER TITLE CL 16 60 06 06 Conditional Nuclear, Biological, And Chemical Terrorism Exclusion - (With Limited Exception) CM 88 23 07 13 Theft From Unattended Vehicles CM 89 19 06 20 Valuation Of Equipment Leased Or Rented From Others CM 89 21 08 20 Replacement Cost Removed On Equipment Older Than Six (6) Years Of Age CP 00 10 04 02 Building and Personal Property Coverage Form CP 00 90 07 88 Commercial Property Conditions CP 01 40 07 06 Exclusion of Loss Due to Virus or Bacteria CP 04 49 02 20 California Changes - Replacement Cost CP 10 30 04 02 Causes of Loss - Special Form CP 10 32 08 08 Water Exclusion Endorsement CP 12 18 06 95 Loss Payable Provisions CP 72 97 04 02 Equipment Breakdown Enhancement Endorsement - Special Form CP 88 04 03 10 Removal Permit CP 90 59 12 12 Identity Theft Administrative Services and Expense Coverage CP 90 70 08 12 Service Providers Custom Protector Endorsement CP 91 42 08 12 Custom Protector Plus Endorsement CP 92 12 12 20 Cyber Incident Exclusion IL 00 17 11 98 Common Policy Conditions IL 00 21 09 08 Nuclear Energy Liability Exclusion Endorsement (Broad Form) IL 01 02 02 20 California Changes - Actual Cash Value IL 01 04 07 20 California Changes IL 02 70 07 20 California Changes - Cancellation And NonRenewal IL 04 15 04 98 Protective Safeguards IL 09 35 07 02 Exclusion of Certain Computer-Related Losses DocuSign Envelope ID: D622F62C-F4BF-4D7F-A446-667A3209A6DA 27200of5630614700145029056306147 POLSVCS 290 001450 27 200INSUREDCOPYPAGEOF Ohio Security Insurance Company -a stock company TOTAL ONLINE PROTECTION LLC (866)655-8244 27475 Ynez Rd Ste 370 SMART CHOICE Temecula,CA 92591 1589 SKEET CLUB RD STE 102 HIGH POINT,NC 27265-8818 BKS (24)56 30 61 47 From 01/09/2023 To 01/09/2024 1-844-325-2467 Coverage Is Provided In: Common Policy Declarations Named Insured Agent Policy Number: Policy Period: 12:01 am Standard Time at Insured Mailing Location To report a claim,call your Agent or DS 70 21 11 16 POLICY FORMS AND ENDORSEMENTS -CONTINUED This section lists all of the Forms and Endorsements for your policy.Refer to these documents as needed for detailed information concerning your coverage. FORM NUMBER TITLE IL 09 52 01 15 Cap On Losses From Certified Acts Of Terrorism IL 09 96 01 07 Conditional Exclusion of Terrorism Involving Nuclear,Biological or Chemical Terrorism (Relating to Dispostion of Federal Terrorism Risk Insurance Act) IL 88 54 11 20 Actual Cash Value IM 20 09 01 19 Amendatory Endorsement -California IM 70 03 04 04 Contractors’Equipment Coverage -Small Tools LC 87 10 05 00 Punitive or Exemplary Damages Exclusion DocuSign Envelope ID: D622F62C-F4BF-4D7F-A446-667A3209A6DA 77200of56306147001450290COMMERCIAL GENERAL LIABILITY CG 88 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASEREAD IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGEPART 2013Liberty Mutual Insurance CG 88 10 04 13 Page 1 of 8Includes copyrighted material of Insurance Services Office, Inc.,with its permission. INDEX SUBJECT PAGE NON-OWNED AIRCRAFT 2 NON-OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY - ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant’s Property Damage)2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 3 ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE"6 WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7 LIBERALIZATION CLAUSE 7 BODILY INJURY REDEFINED 7 EXTENDED PROPERTY DAMAGE 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US -8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU DocuSign Envelope ID: D622F62C-F4BF-4D7F-A446-667A3209A6DA 78200of 79200of56306147001450290 80200of2013Liberty Mutual Insurance CG 88 10 04 13 Page 4 of 8Includes copyrighted material of Insurance Services Office, Inc.,with its permission. b.Premises or facilities rented by you or used by you; or c.The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d.Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1)This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2)This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3)Insurance applies to premises you own, rent, or control but only with respect to the following hazards: (a)The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b)The construction, erection, or removal of elevators; or (c)The ownership, maintenance, or use of any elevators covered by this insurance. However: 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 insur- ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to Paragraph 1.a.above, a person’s or organization’s status as an additional insured under this endorsement ends when: (1)All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2)That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph 1.b.above, a person’s or organization’s status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c.above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b.of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions. DocuSign Envelope ID: D622F62C-F4BF-4D7F-A446-667A3209A6DA 81200of563061470014502902013Liberty Mutual Insurance CG 88 10 04 13 Page 5 of 8Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 2.With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability: This insurance does not apply to: a."Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b."Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c."Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1)The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2)Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. d."Bodily injury" or "property damage" occurring after: (1)All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2)That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e.Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3.With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: 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 shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a.The following is added to Paragraph a. Primary Insurance: If an additional insured’s policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured’s policy for damages we cover. DocuSign Envelope ID: D622F62C-F4BF-4D7F-A446-667A3209A6DA 82200of 83200of56306147001450290 84200of2013Liberty Mutual Insurance CG 88 10 04 13 Page 8 of 8Includes copyrighted material of Insurance Services Office, Inc.,with its permission. P. EXTENDED PROPERTY DAMAGE Exclusion a.of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV - Commercial General Liability Conditions,the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard" provided: 1.You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2.The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. DocuSign Envelope ID: D622F62C-F4BF-4D7F-A446-667A3209A6DA POLICY NUMBER: TOAU386504 COMMERCIAL AUTO CA DS 03 CA 03 22 Includes copyrighted material of ISO, Inc., used with its permission. P.O. Box AH • 39 Public Square • Wilkes-Barre, PA 18703-0020 • www.guard.com Date: 10/19/2022 Page 1 of 19 BUSINESS AUTO DECLARATIONS ITEM ONE Company Name: AmGUARD Insurance Company – A Stock Company P.O. Box AH 39 Public Square Wilkes-Barre, PA 18703-0020 (800) 673-2465 Producer Name: NCAAOC10 SMART CHOICE 4121 Beechwood Dr Greensboro, NC 27410 Named Insured: TOTAL ONLINE PROTECTION LLC Mailing Address: 42914 Cinnamon Ln Temecula, CA 92592-7127 Policy Period From: 10/15/2022 To: 10/15/2023 At 12:01 AM Standard Time at your mailing address shown above Previous Policy Number: TOAU328569 Form Of Business: Corporation X Limited Liability Company Individual Partnership Other: In return for the payment of the premium, and subject to all the terms of this policy, we agree with you to provide the insurance as stated in this policy. Premium Shown Is Payable At Inception: $ Audit Period (if applicable): X Annually Semiannually Quarterly Monthly Endorsements Attached To This Policy See Schedule of Forms and Endorsements. Countersignature Of Authorized Representative Name: Title: Signature: Date: DocuSign Envelope ID: D622F62C-F4BF-4D7F-A446-667A3209A6DA COMMERCIAL AUTO POLICY DECLARATIONS END SCH Issued: 09/10/2021 Policy No.: TOAU230997 Effective Date: 10/15/2021 SCHEDULE OF FORMS AND ENDORSEMENTS Form Number Title COVID-19 COVID-19 Message CA DS 03 10 13 Business Auto Declarations END SCH Schedule of Forms and Endorsement CA 00 01 10 13 Business Auto Coverage Form CA 01 43 10 13 California Changes IL N 177 09 12 CA Premium Refund Disclousre Notice IL 02 70 07 20 California Changes - Cancellation and Nonrenewal BA 99 01 11 15 Business Auto Broad Form Endorsement BA 99 02 09 08 Blanket Waiver of Subrogation BA 99 04 06 18 Additional Insured When Required by Contract BA 99 13 06 18 Automatic Physical Damage Coverage For Newly Acquired Vehicles CA 04 24 10 13 California Auto Medical Payments Coverage CA 21 54 10 13 California Uninsured Motorists Coverage - BI IL 00 03 09 08 Calculation of Premium IL 00 17 11 98 Common Policy Conditions IL 00 21 09 08 Nuclear Energy Liability Exclusion Endorsement (Broad Form) IL 99 00 08 13 Authorization and Attestation IL P 001 01 04 U.S. Treasury Department's Office Of Foreign Assets Control ("OFAC") Advisory Notice To Policyholder PRIV POL Privacy Policy DocuSign Envelope ID: D622F62C-F4BF-4D7F-A446-667A3209A6DA COMMERCIAL AUTO BA 99 04 06 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BA 99 04 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 ADDITIONAL INSURED WHEN REQUIRED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This provision does not apply in regard to any ownership, maintenance or use of the additional insured’s “autos.” Additional Insured When Required by Contract (1)Paragraph A.1. – WHO IS AN INSURED – of Section II – Liability Coverage is amended to add: d.When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an “insured”, but only to the extent such person or organization is liable for “bodily injury” or “property damage” caused by the conduct of an “insured” under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered “auto.” The insurance afforded to any such additional insured applies only if the “bodily injury” or “property damage” occurs: (1)During the policy period, and (2)Subsequent to the execution of such written contract, and (3)Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2)How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or (b)The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. (3)Additional Insureds Other Insurance If we cover a claim or “suit” under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or “suit” to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that the insurance is primary and non- contributory with the additional insured’s own insurance. (4)Duties in The Event Of Accident, Claim, Suit or Loss If another person or organization is added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in A.Loss Conditions 2. – Duties In The Event Of Accident, Claim, Suit Or Loss – of SECTION IV – BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. DocuSign Envelope ID: D622F62C-F4BF-4D7F-A446-667A3209A6DA COMMERCIAL AUTO BA 99 02 09 08 BA 99 02 09 08 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SECTION IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us is amended by adding the following: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. DocuSign Envelope ID: D622F62C-F4BF-4D7F-A446-667A3209A6DA