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HomeMy WebLinkAboutA9044-Automatic Door Repair Services-Fully Executed Contract CONTRACT ABSTRACT 2 Originals: Agreement; 1 Original: Performance & Payment Bond and Insurance Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: Stanley Access Technologies, LLC Jonathan Sargent Automatic Door Repair Services $10,000 Maintenance & Facilities: 5206560-50105 02/01/2022 – 01/31/2023 Contract Administration Lead Department: Contract Administrator: Facilities Maintenance Staci Schafer Contract Approvals Council Approval: Resolution Number: Agreement Number: N/A (under $25K) N/A A9043 Contract Compliance Exhibits: Signatures: Insurance: Bonds: Attached Attached Attached N/A Contract Prepared By: Procurement and Contracting Submitted on: February 9, 2022 By: Brian Sotak-Rossman DocuSign Envelope ID: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 55575.18165\32899991.2 Revised: 12.1.2021 1 CONTRACT SERVICES AGREEMENT NUMBER A9044 AUTOMATIC DOOR REPAIR SERVICES THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on February 01, 2022, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Stanley Access Technologies LLC, (“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 an automatic door repair and maintenance contractor, for automatic door repair services, (“Project”). B. Contractor has submitted to City a proposal to provide automatic door repair 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: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 55575.18165\32899991.2 Revised: 12.1.2021 2 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 ten thousand dollars, ($10,000). 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: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 55575.18165\32899991.2 Revised: 12.1.2021 3 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 (1) year, commencing on February 01, 2022, and ending on January 31, 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 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: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 55575.18165\32899991.2 Revised: 12.1.2021 4 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: Jonathan Sargent (name), Service Sales Advisor (title). It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions 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. DocuSign Envelope ID: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 55575.18165\32899991.2 Revised: 12.1.2021 5 5.5 Personnel. Contractor will assign technicians to perform the services in this Agreement. 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. 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 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 DocuSign Envelope ID: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 55575.18165\32899991.2 Revised: 12.1.2021 6 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. 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. DocuSign Envelope ID: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 55575.18165\32899991.2 Revised: 12.1.2021 7 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. 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 DocuSign Envelope ID: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 55575.18165\32899991.2 Revised: 12.1.2021 8 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 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: STANLEY Access Technologies LLC 65 Swamp Scott Road Farmington, CT 06032 Attn: Legal Department Email: Charles.casella@sbdinc.com 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 DocuSign Envelope ID: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 55575.18165\32899991.2 Revised: 12.1.2021 9 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. 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON NEXT PAGE] DocuSign Envelope ID: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 55575.18165\32899991.2 Revised: 12.1.2021 10 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND STANLEY ACCESS TECHNOLOGIES LLC 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 Agreement No. A9044 APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ Jeffrey S. Ballinger, Anthony Mejia, 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: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 2/9/2022 2/10/2022 55575.18165\32899991.2 Revised: 12.1.2021 11 EXHIBIT “A” CONTRACTOR’S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance DocuSign Envelope ID: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 55575.18165\32899991.2 Revised: 12.1.2021 12 Scope: Contractor will repair the Door(s) listed on the attached Equipment List on an as-requested basis. Special Conditions:  Work done outside of the contract either in normal working hours or after hours will be on the current prevailing labor rates for the local branch. Normal working hours are 7:00- 4:00 M-F.  All emergency calls received during normal hours or after 5:00pm will be charged at current branch OT rates.  Current branch DT rates will apply for Sundays and Holidays. Stanley Access provides 24/7/365 emergency service as requested by customer.  Secured Areas – Customer agrees to provide free access to secure areas as may be necessary for Stanley to perform the required inspections without delay upon arrival at the Customer’s premises. Customer agrees to provide all necessary security credentials for Stanley Personnel and Stanley agrees to abide by all Customer security procedures and policies or Customer may elect to provide a Security Escort for all Stanley personnel as may be required and for the duration of the scheduled inspections. Components and parts that are found to be defective, have failed operationally or which exhibit signs of near term failure will be identified during each inspection. If the component or part is covered under a current STANLEY warranty or parts coverage provided under this agreement, said part or component will be replaced at no charge to CUSTOMER including labor during normal business hours. STANLEY replacement parts are covered for one (1) year and Competitive replacement parts are covered for ninety (90) days. If component or part is found not to be covered under a current STANLEY or other manufacturer’s warranty or parts coverage under this agreement Contractor will obtain authorization from the customer before work is done. Door Inventory List: PALM SPRINGS LIBRARY – 10006282 300 S. SUNRISE WAY, PALM SPRINGS, CA 92262 QTY Door ID Equipment Location Manufacturer Coverage Price 1.0 A406315 A406315 ENTRANCE DOOR Dura Glide 2000 Stanley Slider – Dual (Bi- Part) Repair Service As-requested per rate sheet PALM SPRINGS LIBRARY – 10006282 – 300 S. SUNRISE TOTAL: PALM SPRINGS CITY HALL – 10896391 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 QTY Door ID Equipment Location Manufacturer Coverage Price 1.0 A1004366 TOR SLIDE SS Tormax Slider SS Repair Service As-requested per rate sheet 1.0 A1004372 TOR SLIDE Tormax Repair Service As-requested DocuSign Envelope ID: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 55575.18165\32899991.2 Revised: 12.1.2021 13 BP Slider SS per rate sheet 1.0 MAIN ENTRANCE SLIDING DOOR Competitive Slider Dual Repair Service As-requested per rate sheet PALM SPRINGS CITY HALL – 10896391 – 3200 E TAHQUITZ CANYON WAY TOTAL: PALM SPRINGS FIRE STATION 4 – 10596985 1300 S. LA VERNE WAY, PALM SPRINGS, CA 92264 QTY Door ID Equipment Location Manufacturer Coverage Price 1.0 A1285892 P PANEL SOUTH DOOR Stanley Slider – Dual (Bi- Part) Repair Service As-requested per rate sheet 1.0 A1288901 NORTH DOOR Stanley Slider – Dual (Bi- Part) Repair Service As-requested per rate sheet PALM SPRINGS FIRE STATION – 10596985 – 1300 S LA VERNE WAY TOTAL: PALM SPRINGS SKATE PARK – 10893899 405 S PAVILION WAY, PALM SPRINGS, CA 92262 QTY Door ID Equipment Location Manufacturer Coverage Price 1.0 A1004324 TOR SLIDE SS Tormax Slider SS Repair Service As-requested per rate sheet 1.0 A1004365 TOR SLIDE SS Tucker Slider SS Repair Service As-requested per rate sheet PALM SPRINGS SKATE PARK – 10893899 – 405 S PAVILION WAY TOTAL: PALM SPRINGS POLICE DEPT. – 10579632 200 S CIVIC DR., PALM SPRINGS, CA 92262 QTY Door ID Equipment Location Manufacturer Coverage Price 1.0 A1127822 MAIN LOBBY Stanley Slider – Dual (Bi- Part) Repair Service As-requested per rate sheet PALM SPRINGS POLICE DEPT. – 10579632 – 200 S CIVIC DR. TOTAL: Period of Agreement: The service(s) described in this Agreement shall begin on February 1, 2022 and shall continue for a period of one (1) year, ending on January 31, 2023, unless extended by mutual written agreement of the Parties. DocuSign Envelope ID: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 55575.18165\32899991.2 Revised: 12.1.2021 14 Rate Sheet: Below are the labor rates for 2022. These rates would apply to any work performed that does not fall under the planned maintenance scope of work. Standard labor (7:00am-4:00pm M-F) $118.00/hour Overtime/Emergency 24/7/365 excluding Sunday/Holiday $177.00/hour Sunday & Holiday $236.00/hour Minimum trip charge is one hour of labor and one hour of travel After the first hour billing in in 15 minute increments Outside of standard working hours travel is billed portal to portal DocuSign Envelope ID: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 55575.18165\32899991.2 Revised: 12.1.2021 15 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: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 55575.18165\32899991.2 Revised: 12.1.2021 16 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 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: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 55575.18165\32899991.2 Revised: 12.1.2021 17 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. 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. 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. DocuSign Envelope ID: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 55575.18165\32899991.2 Revised: 12.1.2021 18 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: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 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 below If 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) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY F C 2,000,000 04/01/2022 02 CSE J77030 02 WN J77020 (MO, TX) 4,500,000 NYC-011272200-01 2,000,000 2,000,000 02 XWE J77022 (NY, OH) X 30104 2,000,000 Attn: stanleyblackanddecker.certrequest@marsh.com N 04/01/2021 X04/01/2021 Hartford Casualty Insurance Company 6 04/01/2022 B 29459 04/01/2022 04/01/2022 02 CSE J77023 (AOS) D 2,000,000 2,000,000 SEE ATTACHED ACORD 101 20699 Hartford Underwriters Insurance Company 2,000,000 X STANLEY ACCESS TECHNOLOGIES HAS AGREED TO PROVIDE THIS COVERAGE IN A WRITTEN CONTRACT. 02/05/2022 DGUER 04/01/2021 04/01/2021 RE: PROJECT: CITY OF PALM SPRINGS CONTRACT NO. A9044 - AUTOMATIC DOOR REPAIR SERVICES; TERM: 3 YRS THE CITY OF PALM SPRINGS, ITS OFFICIALS, EMPLOYEES, AND AGENTS IS/ARE INCLUDED AS ADDITIONAL INSURED UNDER THE ABOVE GENERAL LIABILITY POLICY, AND AUTOMOBILE X 04/01/2021 PROD-COMP/OP OCC PALM SPRINGS, CA 92262 CITY OF PALM SPRINGS Twin City Fire Insurance Company LIABILITY BUT ONLY WITH RESPECT TO LIABILITY ARISING OUT OF THE STANLEY ACCESS TECHNOLOGIES OPERATIONS OR WORK FOR THE CERTIFICATE HOLDER, AND ONLY WHERE SEE ADDITIONAL PAGES FOR TEXT. A See Attached Acord 101 E ACE Property and Casualty Insurance Company CN102745085-ALL-PP-21-22 10,000 04/01/2022 2,000,000 XEU G27969951 006 04/01/2022 E 02 CSE J77024 (HI) 8,500,000 19682 2,000,000 2,000,000 02 WBR J77021 (WI) 20 CHURCH STREET, 8TH FLOOR MARSH USA, INC. X HARTFORD, CT 06103 X 1000 STANLEY DRIVE STANLEY ACCESS TECHNOLOGIES, LLC NEW BRITAIN, CT 06053 X 04/01/2021 3200 E. TAHQUITZ CANYON WAY X X X 04/01/2021 04/01/2021 X X A . X 04/01/2022 29424 04/01/2022 Hartford Fire Insurance Company X DocuSign Envelope ID: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: � INSURER: TWIN CITY FIRE INSURANCE COMPANY | POLICY NUMBER & STATES COVERED: 02 WN J77020 (FL,ND,WA) � SUBROGATION. � INSURER: HARTFORD INSURANCE COMPANY OF ILLINOIS | POLICY NUMBER & STATES COVERED: 02 WN J77020 (WV)� WITH REGARD TO GENERAL LIABILITY, AUTO LIABILITY, AND WORKERS COMPENSATION: IF THIS POLICY IS CANCELLED BY THE INSURER, OTHER THAN FOR NON-PAYMENT OF PREMIUM, �� CONTRACT, THE AUTO LIABILITY POLICY STIPULATES THAT THE INSURANCE AFFORDED THE ADDITIONAL INSUREDS SHALL APPLY AS PRIMARY INSURANCE. � (WAIVER: GL) WE WAIVE ANY RIGHT OF RECOVERY WE MAY HAVE AGAINST ANY PERSON OR ORGANIZATION WHEN THE NAMED INSURED HAVE AGREED TO SUCH A WAIVER IN A WRITTEN NO INSURED STATUS APPLIES FOR THE SOLE NEGLIGENCE OF THE ADDITIONAL INSURED FOR ITS OWN ACTS OR OMISSIONS OR THOSE OF ITS EMPLOYEES OR ANYONE ELSE ACTING ON 2 NOTICE OF SUCH CANCELLATION WILL BE PROVIDED TO THE CERTIFICATE HOLDER(S) WITH MAILING ADDRESSES ON FILE WITH THE AGENT OF RECORD. SUCH NOTICE WILL BE PROVIDED � 2 INSURER: TRUMBALL INSURANCE COMPANY | POLICY NUMBER & STATES COVERED: 02 WN J77020 (AR,DC,IN,LA,RI,UT)� INSURER: HARTFORD INSURANCE COMPANY OF THE MIDWEST | POLICY NUMBER & STATES COVERED: 02 WN J77020 (AK,ID) � Hartford INSURER: HARTFORD UNDERWRITERS INSURANCE COMPANY | POLICY NUMBER & STATES COVERED: 02 WN J77020 (AZ,HI,MA,NC,NJ,SD,VA) � � INSURER: HARTFORD ACCIDENT AND INDEMNITY COMPANY | POLICY NUMBER & STATES COVERED: 02 WN J77020 (AL,GA,KY,MI,MT,NE,TN,VT) � INSURER: HARTFORD FIRE INSURANCE COMPANY | POLICY NUMBER & STATES COVERED: 02 WN J77020 (NH,OR,PA,PR) � �� �� EFFECTIVE DATES FOR ALL POLICIES LISTED BELOW: 04/01/2021 - 04/01/2022� WORKERS COMP [CONTD]: � Certificate of Liability Insurance � CN102745085 WITHIN 30 DAYS OF THE INSURER’S RECEIPT OF CERTIFICATE HOLDER(S) INFORMATION FROM THE AGENT OF RECORD. IF NOTICE IS MAILED, PROOF OF MAILING TO THE LAST KNOWN INSURER: SENTINEL INSURANCE COMPANY LTD | POLICY NUMBER & STATES COVERED: 02 WN J77020 (IA,NM,NV,OK) � THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER. � INSURER: NUTMEG INSURANCE COMPANY | POLICY NUMBER & STATES COVERED: 02 WN J77020 (CT,IL)� UMBRELLA/EXCESS LIABILITY COVERAGE WILL FOLLOW FORM (OF THE PRIMARY POLICIES) AS RESPECTS COVERAGES GRANTED UNDER ADDITIONAL INSURED AND WAIVER OF INSURER: HARTFORD INSURANCE COMPANY OF THE SOUTHEAST | POLICY NUMBER & STATES COVERED: 02 WN J77020 (KS,MD)� CONTINUED FROM DESCRIPTION SECTION: � =============================================================================================�� MAILING ADDRESS OF THE CERTIFICATE HOLDER(S) ON FILE WITH THE AGENT OF RECORD WILL BE SUFFICIENT PROOF OF NOTICE. FAILURE TO PROVIDE SUCH NOTICE TO THE CONTRACT PRIOR TO LOSS. (WAIVER: AUTO) WE WILL WAIVE ANY RIGHT OF RECOVERY WE MAY HAVE AGAINST ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS � ITS BEHALF. � �� NOTICE SHALL IMPOSE NO LIABILITY OF ANY KIND UPON THE INSURER OR ITS AGENTS OR REPRESENTATIVES. � AS MAY BE AGREED UNDER SEPARATE CONTRACT, THE GENERAL LIABILITY POLICY STIPULATES THAT THE INSURANCE AFFORDED THE ADDITIONAL INSUREDS SHALL APPLY AS PRIMARY MARSH USA, INC.� CERTIFICATE HOLDER(S) WILL NOT AMEND OR EXTEND THE DATE THE CANCELLATION BECOMES EFFECTIVE, NOR WILL IT NEGATE CANCELLATION OF THE POLICY. FAILURE TO SEND 1000 STANLEY DRIVE� STANLEY ACCESS TECHNOLOGIES, LLC� NEW BRITAIN, CT 06053 � � INSURANCE AND THAT ANY OTHER INSURANCE CARRIED BY THE OWNER OR CONTRACTOR WILL NOT CONTRIBUTE WITH THIS INSURANCE. AS MAY BE AGREED UNDER SEPARATE AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER . (WAIVER: WC) WE WILL WAIVE ANY RIGHT OF RECOVERY WE MAY HAVE AGAINST ANY PERSON OR ORGANIZATION FOR WHOM 25 � INSURER: PROPERTY AND CASUALTY INSURANCE COMPANY OF HARTFORD | POLICY NUMBER & STATES COVERED: 02 WN J77020 (CA,CO,DE,ME,MN,MS,SC)� DocuSign Envelope ID: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 DocuSign Envelope ID: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 DocuSign Envelope ID: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 DocuSign Envelope ID: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 DocuSign Envelope ID: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 DocuSign Envelope ID: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 DocuSign Envelope ID: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 DocuSign Envelope ID: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6 DocuSign Envelope ID: 74C2EF71-15DE-4C5A-9C7D-FB6CBD982CD6