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HomeMy WebLinkAbout24S294 - Abbe MeyerCONTRACT 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) CalOES CFAA Rates Consulting Services Agreement Abbe Meyer Abbe Meyer - Owner abbevette@yahoo.com Consultant Services for calculating PS Fire Dept CalOES CFAA Rates and limited training to city personnel. Not to exceed $43,500 January 1, 2025 - December 31, 2034 yes Abbe Meyer, abbevette@yahoo.com Fire Chief Paul Alvarado N/A 24S294 N/A Yes Yes Yes Procurement N/A Yes cumulative total: $72,990 10/29/2024 Lois Casman Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Revised 12.21.23 Page 1 of 18 CONTRACT SERVICES AGREEMENT 24S294 CALOES CFAA RATE ADMINISTRATION SERVICES THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on January 1, 2025, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Abbe Meyer, a sole proprietor, (“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 Abbe Meyer, for the Palm Springs Fire Department’s CalOES CFAA Rates, (“Project”). B. Contractor has submitted to City a proposal to provide necessary salary and administrative rate calculations required to complete the CalOES CFAA Salary Survey, 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: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Revised 12.21.23 Page 2 of 18 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 $43,500, which includes estimated additional services for training in the amount of $2,250. 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 schedule of fees 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: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Revised 12.21.23 Page 3 of 18 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 10 years, commencing on January 1, 2025, and ending on December 31, 2034, 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: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Revised 12.21.23 Page 4 of 18 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: Abbe Meyer, President. 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: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Revised 12.21.23 Page 5 of 18 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: Abbe Meyer Owner/President 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: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Revised 12.21.23 Page 6 of 18 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: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Revised 12.21.23 Page 7 of 18 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: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Revised 12.21.23 Page 8 of 18 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: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Revised 12.21.23 Page 9 of 18 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: Abbe Meyer 2610 N. Conestoga Ave Tucson, Arizona 85749 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: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Revised 12.21.23 Page 10 of 18 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: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Revised 12.21.23 Page 11 of 18 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND ABBE MEYER 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: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 11/6/2024 11/7/2024 Revised 12.21.23 Page 12 of 18 EXHIBIT “A” SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Revised 12.21.23 Page 13 of 18 The Contractor will calculate reimbursement rates for the City under the CAL OES’ California Fire Assistance Agreement (CFAA) and may provide additional training services at the rates detailed below. Year Amount 2025 $3,750 2026 $3.750 2027 $4,000 2028 $4,000 2029 $4,000 2030 $4,250 2031 $4,250 2032 $4,250 2033 $4,500 2034 $4,500 2025-2029 Estimated Additional Services 9 Hrs x $100/hr $900 2030-2034 Estimated Additional Services 9 Hrs x $150/hr $1,350 TOTAL NOT TO EXCEED: $43,500 Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Revised 12.21.23 Page 14 of 18 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: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Revised 12.21.23 Page 15 of 18 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. 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: ___X____ required _________ is not required; 2. 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 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 Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Revised 12.21.23 Page 16 of 18 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. 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. Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Revised 12.21.23 Page 17 of 18 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: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Revised 12.21.23 Page 18 of 18 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: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Owner/President Abbe Meyer Abbe Meyer 11/6/2024 Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 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 AUTOSAUTOSNON-OWNEDHIRED AUTOS SCHEDULEDALL OWNED 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) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD ::R Hiscox Inc. 5 Concourse Parkway Suite 2150 Atlanta GA, 30328 (888) 202-3007 contact@hiscox.com Hiscox Insurance Company Inc 10200 Abbe Meyer 2610 N Conestoga Ave Tucson, AZ 85749 City of Palm Springs 300 N El Cielo Road Palm Springs, California 92262 Each Claim: $ 1,000,000 Aggregate: $ 1,000,000 Professional LiabilityA 06/14/202506/14/2024P100.328.536.8 10/28/2024 Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Hiscox Insurance Company Inc. Your Insurance Documents Enclosed you will find the policy documents that make up your insurance contract with us. Please read through all of these documents. If you have any questions or need to update any of your information please call us at 844-357-0840 (Mon-Fri, 7am-10pm ET). Your insurance documents Declarations Page This contains specific policy information, such as the limits and deductibles you have selected. Policy Wording This details the terms and conditions of your coverage, subject to policy endorsements. Endorsements These documents modify the Policy Wording or Declarations Page. These include relevant terms and conditions as required by your state and are part of your policy. Notices These documents provide information that may affect your coverage such as optional terrorism coverage (if purchased) and other important items required by your state. Application Summary This is a summary of the information that you provided to us as part of your application. Please review this document and let us know if any of the information is incorrect. Reporting a claim Please inform us immediately if you have a claim or loss to report. Please have your policy number available, which can be found on the declarations page, so we can handle your call quickly. Contact us via the methods below or file a claim using our online form at https://www.hiscox.com/manage-your-policy/claims-center. Email: reportaclaim@hiscox.com Phone: 866-424-8508 Mail:Hiscox Claims Center 5 Concourse Parkway Suite 2150 Atlanta, GA 30328 Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Declarations Page Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 HISCOX INSURANCE COMPANY INC. (A Stock Company) 104 South Michigan Avenue, Suite 600, Chicago, Illinois 60603 (914) 273-7400 DPL D001 CW (11/19)Page 1 Professional Liability Errors & Omissions Insurance Declarations This is a "Claims Made and Reported" Policy in which Claim Expenses are included within the Limit of Liability unless otherwise noted. Those words (other than the words in the captions) which are printed in Boldface are defined in the Policy. Declaration Effective Date:June 14, 2024 Policy No.:P100.328.536.8 Renewal of:P100.328.536.7 1.Named Insured:Abbe Meyer 2.Address:2610 N Conestoga Ave Tucson, AZ 85749 Email Address:abbevette@yahoo.com 3.A.Limit of Liability:$1,000,000 Each Claim 3.B.$1,000,000 Aggregate for all Claims 4.Deductible:$500 Each Claim 5.Notice:Phone: Email: Mail: 866-424-8508 reportaclaim@hiscox.com Hiscox 5 Concourse Parkway, Suite 2150 Attn: Direct Claims Atlanta GA, 30328 6.Policy period:From:June 14, 2024 To:June 14, 2025 At 12:01 A.M. (Standard Time) at the address shown above. 7.Retroactive Date:March 1, 2014 8.Premium:$500.00 9.Attachments: DPL D001 CW (11/19) - Professional Liability Errors & Omissions Insurance Declarations DPL P001 CW (05/13) - Professional Liability Coverage Form DPL E5424 CW (02/15) - Blanket Additional Insured Endorsement DPL E5018 CW (08/15) - Management/Business Consulting Services Endorsement DPL E5101 AZ (01/10) - Arizona Amendatory Endorsement DPL E1901 CW (08/21) - Cyber Incidents Exclusion Endorsement DPL E1919 CW (03/23) - War, Civil War, Cyberwarfare, and NCBR Exclusion Endorsement DPL E1918 CW (03/23) - Cannabis Exclusion Endorsement DPL E0003 CW (08/23) - Misappropriation of Funds Exclusion Endorsement Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 HISCOX INSURANCE COMPANY INC. (A Stock Company) 104 South Michigan Avenue, Suite 600, Chicago, Illinois 60603 (914) 273-7400 DPL D001 CW (11/19)Page 2 INT N003 CW (01/19) - Policyholder Notice Electronic Delivery INT N001 CW (01/09) - Economic And Trade Sanctions Policyholder Notice IN WITNESS WHEREOF, the Insurer indicated above has caused this Policy to be signed by its President and Secretary, but this Policy shall not be effective unless also signed by the Insurer's duly authorized representative. President Secretary Authorized Representative Date: June 14, 2024 Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Policy Wording Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 © Hiscox Inc. All rights reserved. DPL P001 CW (05/13) PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS INSURANCE Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 2 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS ABOUT THIS POLICY The Hiscox Professional Liability – US Direct policy is designed to offer coverage for the risks entities face in performing their Professional Services. We urge You to read this Policy carefully so You understand the insurance that You have purchased, and the full extent of Your and Our rights and duties under this Policy. Please note that all words and phrases that appear in bold-type (except headings) have special meaning and are defined in the Definitions section of this Policy. Coverage for all Claims is subject to the entire terms and conditions of the policy. Coverage for Claims Made Against You You have purchased insurance that provides coverage for Claims made against You. We will pay Damages on Your behalf for any Claim that falls within the Insuring Agreement and within all of the terms and conditions outlined in the policy. Covered Claims are for Your Wrongful Acts in providing or failing to provide Professional Services. To determine who is an Insured please refer to the Definitions and Spousal and Domestic Partner section of the policy. Additionally, for coverage to apply, You must comply with all Your obligations as outlined in the Notice of Claims, Notice of Potential Claims, and the rest of the policy. The most We will pay is outlined in the Limits of Liability Section and items We will not pay are outlined in the Exclusions section. You are responsible for payments as outlined in the Deductible section. Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 3 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS In consideration of the premium charged and in reliance on the statements made and information provided to Us, including but not limited to the statements made and information provided in and with the Application, which is made a part of this Policy, as well as subject to the Limits of Liability, the Deductible and all of the terms, conditions, limitations and exclusions of this Policy, We and You agree as follows: I. INSURING AGREEMENT, DEFENSE AND SETTLEMENT A. INSURING AGREEMENT We shall pay on Your behalf Damages and Claim Expenses in excess of the Deductible resulting from any covered Claim that is first made against You during the Policy Period and reported to Us pursuant to the terms of the Policy for Wrongful Acts committed on or after the Retroactive Date. We shall also pay on Your behalf all Supplemental Payments in connection with any covered Claim that is first made against You during the Policy Period and reported to Us pursuant to the terms of the Policy for Wrongful Acts committed on or after the Retroactive Date. No Deductible shall apply to Supplemental Payments. B. DEFENSE 1. We shall have the right and the duty to defend any covered Claim, even if such Claim is groundless, false or fraudulent. 2. We shall have the right to appoint defense counsel upon being notified of such Claim. 3. Notwithstanding paragraph 2., We shall have no obligation to pay Claim Expenses until You have satisfied the applicable Deductible. 4. Our duty to defend shall terminate upon the exhaustion of the Limit of Liability as set forth in Item 3. of the Declarations. C. SETTLEMENT 1. We shall have the right to solicit and negotiate settlement of any Claim. 2. We shall not, however, enter into a settlement without Your prior consent, which consent shall not be unreasonably withheld. 3. If You shall refuse to consent to any settlement recommended by Us, Our liability for such Claim shall not exceed the amount for which such Claim could have been settled plus Claim Expenses incurred up to the date of such refusal. Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 4 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS II. NOTICE OF CLAIMS AND NOTICE OF POTENTIAL CLAIMS A. NOTICE OF CLAIMS 1. As a condition precedent to any coverage under this Policy, You shall give written notice to Us of any Claim as soon as practicable, but in all events no later than: a. the end of the Policy Period (or any purchased Optional Extended Reporting Period); or b. 60 days after the end of the Policy Period (or any purchased Optional Extended Reporting Period) so long as such Claim is made within the last 60 days of such Policy Period (or any purchased Optional Extended Reporting Period). 2. Such notice shall be sent to Us at the address set forth in Item 5. of the Declarations. 3. Such notice shall include any and all documents related to such Claim, including every demand, notice, summons or other applicable information received by You or by Your representative. B. NOTICE OF POTENTIAL CLAIMS If You first become aware during the Policy Period of any Wrongful Act that might be reasonably likely give rise to a covered Claim, You may give written notice to Us of such potential Claim during the Policy Period. Such notice must include to the fullest extent possible: 1. the identity of the potential claimant; 2. the identity of the person(s) who allegedly committed the Wrongful Act; 3. the date of the alleged Wrongful Act; 4. specific details of the alleged Wrongful Act; and 5. any written notice from the potential claimant describing the Wrongful Act. If such notice is accepted as a “potential Claim,” then any actual Claim that is subsequently made shall be deemed to have been first made on the date such “potential Claim” was first reported to Us. Provided, however, You may not report “potential Claims” during any purchased Optional Extended Reporting Period. C. OPTIONAL EXTENDED REPORTING PERIOD 1. If We or the Named Insured cancel or non-renew this Policy (as described by Endorsement hereto), then the Named Insured shall have the right to purchase for an additional premium an Optional Extended Reporting Period. Provided, Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 5 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS however, the right to purchase an Optional Extended Reporting Period shall not apply if: a. this Policy is canceled by Us for nonpayment of premium (as described by Endorsement hereto); or b. the total premium for this Policy has not been fully paid. 2. The Optional Extended Reporting Period will apply only to Claims that: a. are first made against You and reported to Us during such Optional Extended Reporting Period; and b. are for Wrongful Acts committed on or after the Retroactive Date but prior to the effective date of cancellation or non-renewal (as described by Endorsement hereto). 3. The additional premium for such Optional Extended Reporting Period shall not exceed 200% of the annualized expiring premium for an Optional Extended Reporting Period of 3 years. The additional premium for such Optional Extended Reporting Period shall be fully earned at the inception of such Optional Extended Reporting Period. 4. Notice of election and full payment of the additional premium for the Optional Extended Reporting Period must be received within 30 days after the effective date of cancellation or non-renewal (as described by Endorsement hereto). In the event the additional premium is not received within the 30 days, any right to purchase the Optional Extended Reporting Period shall lapse and no further Optional Extended Reporting Period shall be offered. The Limits of Liability applicable during any purchased Optional Extended Reporting Period shall be the remaining available Limits of Liability under this canceled or non-renewed Policy (as described by Endorsement hereto). There shall be no separate or additional Limit of Liability available for any purchased Optional Extended Reporting Period and the purchase of any Optional Extended Reporting Period shall in no way increase the Limit of Liability set forth in Item 3. of the Declarations. III. EXCLUSIONS This Policy does not apply to and We shall have no obligation to pay any Damages, Claim Expenses or Supplemental Payments for any Claim: A. based upon or arising out of any actual or alleged fraud, dishonesty, criminal conduct, or any knowingly wrongful, malicious, or intentional acts or omissions; provided, however, that: 1. We will pay Claim Expenses until there is a final adjudication establishing such conduct, at which time You shall reimburse Us for such Claim Expenses; and 2. this exclusion shall not apply to otherwise covered intentional acts or omissions resulting in a Personal Injury. Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 6 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS B. based upon or arising out of any actual or alleged gaining of any profit or advantage to which You were not legally entitled. C. based upon or arising out of any actual or alleged wrongful termination, retaliation or discrimination against or harassment of any past, present, future or potential Employee, including but not limited to any violations of federal, state or local statutory or common law. D. based upon or arising out of any actual or alleged Wrongful Act that: 1. was committed prior to the Retroactive Date; 2. has been the subject of any notice given under any other policy of which this Policy is a renewal or replacement; or 3. You had knowledge of prior to the Policy Period and had a reasonable basis to believe that such Wrongful Act could give rise to a Claim; provided, however, that if this Policy is a renewal or replacement of a previous policy issued by Us providing materially identical coverage, the Policy Period referred to in this paragraph will be deemed to refer to the inception date of the first such policy issued by Us. E. brought by or on behalf of any federal, state or local government agency or professional or trade licensing organization; provided, however, this exclusion shall not apply to claims brought in their capacity as a client receiving Your Professional Services. F. brought by or on behalf of one Insured against another Insured. G. brought by or on behalf of any person or entity maintaining Effective Control of You. H. based upon or arising out of any actual or alleged violation of the following laws, including any similar provisions of any federal, state or local statutory or common law: 1. the Securities Act of 1933 (as amended); 2. the Securities Exchange Act of 1934 (as amended); 3. any state blue sky or securities laws (as amended); 4. the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. § 1961 et seq. (as amended); 5. the Employee Retirement Income Security Act of 1974 (as amended); including any rules or regulations promulgated thereunder. I. based upon or arising out of any actual or alleged obligation under any Workers’ Compensation, Unemployment Compensation, Employers Liability or Disability Benefit Law, including any similar provisions of any federal, state or local statutory or common law. J. based upon or arising out of any actual or alleged liability of others that You assume under any contract or agreement unless such liability would have attached in the absence of such contract or agreement. Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 7 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS K. based upon or arising out of any actual or alleged Bodily Injury or Property Damage. L. based upon or arising out of any actual, alleged or threatened discharge, dispersal, release or escape of Pollutants, including any direction or request to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize Pollutants. M. based upon or arising out of any actual or alleged infringement of any copyright, trademark, trade dress, trade name, service mark, service name, title, slogan or patent or theft of trade secret. N. based upon or arising out of any actual or alleged false or deceptive advertising of Your goods or services or misrepresentation in advertising of Your goods or services, including but not limited to any wrongful description of prices of Your goods or services or the quality or performance of Your goods or services. O. based upon or arising out of any actual or alleged breach of contract or breach of any implied or express warranty or guarantee; provided, however, this Exclusion shall not apply to: 1. any obligation you have to perform your Professional Services with reasonable skill or care; or 2. any liability You would have had in absence of such contract, warranty or guarantee. P. based upon or arising out of any actual or alleged violation of any federal, state or local statutes, ordinances or regulations regarding or relating to unsolicited telemarketing, solicitations, emails, faxes or any other communications of any type or nature, including but not limited to any “anti-spam” and “do-not-call” statutes, ordinances, or regulations. Q. based upon or arising out of any actual or alleged failure to procure or maintain adequate insurance or bonds. R. based upon or arising out of any actual or alleged failure to protect any non-public, personally identifiable information in Your care, custody or control. S. based upon or arising out of any actual or alleged actuarial services, medical or nursing services, insurance agent/broker services, legal services or services as an architect or engineer. IV. LIMITS OF LIABILITY, DEDUCTIBLE AND RELATED CLAIMS A. LIMIT OF LIABILITY Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 8 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS Regardless of the number of Claims made during the Policy Period (or applicable Extended Reporting Period), the maximum that We shall be liable to pay for all covered Damages, Claim Expenses and Supplemental Payments shall be as follows: 1. The amount set forth in Item 3.A. of the Declarations as “Each Claim” shall be the maximum amount for each covered Claim. 2. The amount set forth in Item 3.B. of the Declarations as “Aggregate for all Claims” is the maximum amount for all Claims combined. 3. Notwithstanding 1. and 2. above, Our liability for Supplemental Payments shall not exceed $250 per day for each Insured up to $5,000 per Claim, which amounts shall reduce the amounts described in 1. and 2. above. B. DEDUCTIBLE 1. We shall not be responsible for payment of Damages or Claims Expenses until the Deductible amount has been satisfied. 2. We may at Our discretion advance payment of Damages or Claims Expenses within the Deductible amount on Your behalf, but You shall reimburse Us for any such amounts as soon as We request such reimbursement. 3. No Deductible amount shall apply to Supplemental Payments. C. RELATED CLAIMS For purposes of the applicable Deductible and Limit of Liability, all Claims based upon or arising out of continuous, repeated, related or interrelated Wrongful Acts shall be considered a single Claim first made against You in the Policy Period the first such Claim was made. V. OTHER MATTERS AFFECTING COVERAGE A. ESTATES, HEIRS, LEGAL REPRESENTATIVES, SPOUSES & DOMESTIC PARTNERS This Policy shall apply to Claims brought against: 1. the heirs, executors, administrators, trustees in bankruptcy, assignees and legal representatives of any Insured in the event of such Insured’s death or disability; or 2. the legal spouse or legal domestic partner of any Insured; but only: 1. for the Wrongful Acts of such Insured; or Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 9 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS 2. in connection with their ownership interest in property which the claimant seeks as recovery for actual or alleged Wrongful Acts of such Insured. B. INSURED DUTY TO COOPERATE You shall have the duty to cooperate with Us in the defense, investigation and settlement of any Claim, including but not limited to: 1. upon request, submit to examination and interrogation under oath by Our representative; 2. attend hearings, depositions and trials as requested by Us; 3. assist in securing and giving evidence and obtaining the attendance of witnesses; 4. provide written statements to Our representative and meet with such representative for the purpose of investigation and/or defense; and 5. provide all documents We may reasonably require. C. INSURED OBLIGATION NOT TO INCUR EXPENSE OR ADMIT LIABILITY You shall not, except at Your own cost, make any payment, incur any expense, admit any liability, settle any Claim or assume any obligation without Our prior consent. D. ACTION AGAINST THE INSURER No action shall be taken against Us unless: 1. You have complied fully with all the terms and conditions of this Policy; and 2. the amount of Your obligation to pay shall have been finally determined either by judgment against You after actual trial, or by written agreement between You, Us and the claimant. No person or organization shall have any right under this Policy to join Us as a party to any Claim against You nor shall We be impleaded by You or Your legal representatives in any such Claim. E. OTHER INSURANCE This Policy shall be excess insurance over any other valid and collectable insurance available to You, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is written only as a specific excess insurance over the Limit of Liability provided in this Policy. F. SUBROGATION 1. In the event of any payment by Us under this Policy, We shall be subrogated to all of Your rights of recovery to such payment. 2. You shall do everything that may be necessary to secure and preserve such subrogation rights, including but not limited to the execution of any documents necessary to allow Us to bring suit in Your name. Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 10 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS 3. You shall do nothing to prejudice such subrogation rights without first obtaining Our written consent. 4. Any recovery shall first be paid to Us up to the amount of any Damages, Claim Expenses or Supplemental Payments that We have paid. Any remaining amounts shall be paid to You. 5. Notwithstanding the above, no subrogation shall be had against any Insured. G. ALTERATION AND ASSIGNMENT No change in, modification of or assignment of interest under this Policy shall be effective unless made by written endorsement to this Policy signed by Our authorized representative. H. REPRESENTATIONS As a condition precedent of Our obligations under this Policy, You represent that: 1. the statements and representations made by You in the Application are true and are the basis of the Policy and are to be considered as incorporated into and constituting a part of this Policy; 2. the statements and representations made by You in the Application shall be deemed material to the acceptance of the risk assumed by Us under the Policy; 3. this Policy is issued in reliance upon the truth of the statements and representations made by You in the Application; and 4. in the event the Application contains misrepresentations which materially affect the acceptance of the risk assumed by Us under this Policy, this Policy shall be void ab initio. I. BANKRUPTCY OR INSOLVENCY Your bankruptcy or insolvency shall not relieve Us of any of Our obligations under this Policy. J. TERRITORY This Policy shall apply to Wrongful Acts committed anywhere in the world, provided that any action, arbitration, or other proceeding for, in relation to, or arising from the Claim is brought within the United States, its territories or possessions, or Canada. K. FALSE OR FRAUDULENT CLAIMS If any Insured shall commit fraud in proffering any Claim or regarding the amount or otherwise, this Insurance shall become void as to such Insured from the date such fraudulent claim is proffered. L. NAMED INSURED RESPONSIBILITIES Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 11 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS It shall be the responsibility of the Named Insured to act on behalf of all other Insureds with respect to the following: 1. giving and receiving notice of cancellation and/or non-renewal (as described by Endorsement hereto); 2. payment of premium 3. receipt of return premiums; 4. acceptance of changes to this Policy; and 5. payment of Deductibles. M. EXAMINATION OF YOUR BOOKS AND RECORDS We may examine and audit Your books and records as they related to this Policy at any time during the Policy Period (or any purchased Optional Extended Reporting Period) or up to three years after the end of the Policy Period (or any purchased Optional Extended Reporting Period). N. TITLES Titles of sections of and endorsements to this Policy are inserted solely for convenience of reference and shall not be deemed to limit, expand or otherwise affect the provisions to which they relate. VI. DEFINITIONS A. Application means the signed application for the Policy, whether submitted on-line, over the phone or on paper, including any attachments and other materials or statements submitted in conjunction therewith. If this Policy is a renewal or replacement of a previous policy or policies issued by Us, Application shall also include all signed applications and other materials that were submitted therewith and attached thereto. B. Bodily Injury means physical injury to or sickness, disease or death of a person, or mental injury, mental anguish, emotional distress, pain or suffering, or shock sustained by a person. C. Claim means any written demand for Damages or for non-monetary relief. D. Claim Expenses means the following that are incurred by Us or by You with Our prior written consent: 1. all reasonable and necessary fees, costs and expenses (including the fees of attorneys and experts) incurred in the investigation, defense and appeal of a Claim; and 2. premiums on appeal bonds, attachment bonds or similar bond. Provided, however, We shall have no obligation to apply for or furnish any such bonds. Claim Expenses shall not mean and We shall not be obligated to pay: 1. salaries, wages or expenses other than Supplemental Payments; or Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 12 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS 2. the defense of any criminal investigation, criminal grand jury proceeding, or criminal action. E. Damages means a monetary judgment or monetary award that You are legally obligated to pay (including pre- or post-judgment interest) or a monetary settlement negotiated by Us with Your consent. Damages shall not mean and We shall not be obligated to pay: 1. fines, penalties, taxes, sanctions levied against You; 2. any punitive or exemplary damages or that portion of any multiplied damages award which exceeds the damage award so multiplied, provided, however, that, if such damages are otherwise insurable under applicable law and regulation, We will pay an award of punitive or exemplary damages in excess of the Deductible and up to a maximum sum of $250,000. This limit shall be a part of and not in addition to the Limit of Liability set forth in Items 3. of the Declarations; 3. the return, reduction or restitution of Your fees, commissions, profits, or charges for goods provided or services rendered, including any over-charges or cost over-runs; 4. liquidated damages; or 5. Your cost of complying with injunctive relief. F. Effective Control means: 1. ownership of more than 50% of the issued and outstanding voting securities; or 2. having the right pursuant to written contract, by-laws, charter, operating agreement or similar documents to elect, appoint or designate a majority of the board of directors, management committee members of a partnership or the members of the management board of a limited liability company (or equivalent management structure). G. Employee means any past, present or future: 1. employee (including any part-time, seasonal or temporary employee or any volunteer); 2. partner, director, officer, member or board member (or equivalent position); 3. independent contractor; or 4. leased worker; of an Organization, but only in their performance of Professional Services on behalf of or at the direction of such Organization. H. Insured means You or Your. I. Named Insured means the individual, corporation, partnership, limited liability company, limited partnership, or other entity set forth in Item 1 of the Declarations. J. Optional Extended Reporting Period means any applicable Optional Extended Reporting Period contemplated by the OPTIONAL EXTENDED REPORTING PERIOD Clause. Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 13 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS K. Organization means the Named Insured and any Subsidiary. L. Personal Injury means injury, other than Bodily Injury, arising out of one of more of the following offenses: 1. false arrest, detention or imprisonment; 2. malicious prosecution; 3. wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of premises; 4. slander, libel, defamation or disparagement of goods, products or services; or 5. oral or written publication of material in connection with Your advertising that violates a person’s right of privacy. M. Policy Period means the period of time set forth in Item 6. of the Declarations. N. Pollutants means any solid, liquid, gaseous, biological, radiological or thermal irritant or contaminant, including smoke, vapor, dust, fibers, mold, spores, fungi, germs, soot, fumes, acids, alkalis, chemicals and W aste. “Waste” includes, but is not limited to, materials to be recycled, reconditioned or reclaimed and nuclear materials. O. Professional Services means only those services specified in Endorsement to this Policy as performed by or on behalf of an Organization for others for a fee or other compensation. P. Property Damage means physical loss of or physical damage to or destruction of any tangible property, including the loss of use thereof. For purposes of this definition, “tangible property” shall not include electronic data. Q. Retroactive Date means the date set forth in Item 7. of the Declarations. R. Subsidiary means: 1. any entity of which the Named Insured has Effective Control (“Controlled Entity”) on or before the Policy Period, either directly or indirectly through one or more Controlled Entities; 2. any entity of which the Named Insured forms or acquires Effective Control during the Policy Period, either directly or indirectly through one or more Controlled Entities, but only for the first 90 days after such formation or acquisition (or until the end of the Policy Period, whichever is earlier). Provided, however, with respect to a Subsidiary described in paragraph 2. of this definition, We shall only cover Claims alleging Wrongful Acts committed while the Named Insured had Effective Control of such Subsidiary, either directly or indirectly through one or more Controlled Entities. An entity ceases to be a Subsidiary once the Named Insured no longer has Effective Control of such entity, either directly or indirectly through one or more Controlled Entities, and this Policy will not respond to Claims made against such entity thereafter. Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 14 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS S. Supplemental Payments means the reasonable expenses incurred by You, including loss of wages, if You are required by Us to attend arbitration proceedings or trial in the defense of a covered Claim. T. We, Us, Our or Insurer means the insurance company set forth in the Declarations. U. Wrongful Act means any actual or alleged breach of duty, negligent act, error, omission or Personal Injury committed by You in the performance of Your Professional Services. V. You or Your means any: 1. Organization; 2. Employee; 3. joint venture in which an Organization participates pursuant to written agreement, but only for: a. Wrongful Acts committed by such Organization; and b. the percentage of otherwise covered Damages and Claims Expenses in proportion to such Organization’s participation in the joint venture. Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Endorsements Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Hiscox Insurance Company Inc. Policy Number: Named Insured: Endorsement Number: Endorsement Effective: DPL E5424 CW (02/1)Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 E5424.1 Blanket Additional Insured Endorsement (PL) In consideration of the premium charged, it is understood and agreed that the Policy is amended as follows: 1. In Clause VI. DEFINITIONS, paragraph V., “’You’ or ‘Your’,”is amended to include the following at the end thereof: You or Your shall also include any Additional Insured but only for the Wrongful Acts of those contemplated in paragraphs 1., 2. or 3. of the definition of ”’You’ or ‘Your’”: 2. The following definition is added to Clause VI. DEFINITIONS: AI-A.Additional Insured means any person(s) or organization(s) with whom You have agreed in a written contract or agreement to add them as an additional insured to a policy providing the type of coverage afforded by this Policy, provided the contract or agreement: 1. is currently in effect or becomes effective during the Policy Period; and 2. was executed before the Professional Services from which the Claim arises were performed. 3. In Clause III.EXCLUSIONS, paragraph F. is deleted in its entirety and replaced with the following: F. brought by or on behalf of one Insured against another Insured; provided, however, this Exclusion will not apply to any Claim brought by an Additional Insured in any capacity other than that of an Additional Insured. All other terms and conditions remain unchanged. P100.328.536.8 Abbe Meyer 1 06/14/2024 Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Hiscox Insurance Company Inc. Endorsement 2 NAMED INSURED: Abbe Meyer Management/Business Consulting Services Endorsement Page 1 of 2 In consideration of the premium charged, it is understood and agreed that the Policy is amended as follows: 1.In Clause VI. DEFINITIONS, paragraph O., “Professional Services,” is amended to read as follows: O.Professional Services means management consulting and/or business consulting services performed for others for compensation, including but not limited to: i.advising on general business operations, strategy, organizational structure, human resources, marketing and sales campaigns, systems or ecological/” green” issues; and ii.project management. 2.Clause VI. DEFINITIONS is amended to include the following at the end thereof: MC-A.Employee Benefit Plan means any plan created or maintained by an employer or employee organization for the benefit of its employees, directors, partners, trustees, or officers, including but not limited to pension plans and employee welfare plans. 3.Clause III. EXCLUSIONS is amended to include the following at the end thereof: MC-A.based upon or arising out of any actual or alleged commingling of or inability or failure to safeguard funds. MC-B.based upon or arising out of any actual or alleged compilation of audited financial statements. MC-C.based upon or arising out of the performance of or failure to perform audit attestation services. MC-D.based upon or arising out of the performance of any services in connection with mergers and/or acquisitions. MC-E.based upon or arising out of the performance of any services in connection with the valuation of any entity or tangible or intangible property. MC-F.based upon or arising out of any actual or alleged promise, warranty, or guarantee of the future value of any real or personal property. MC-G.based upon or arising out of any actual or alleged insolvency, receivership, bankruptcy, liquidation, or financial inability of any Employee Benefit Plan or insurance company. MC-H.based upon or arising out of any actual or alleged sale of any Employee Benefit Plan. MC-I.based upon or arising out of any actual or alleged performance or failure to perform investment advisory services, including but not limited to the following: 1.the selection of any investment manager, investment advisory, custodial, or similar firm; 2.the promise or guarantee of the future performance of value of investments, or rate of return or interest; 3.the fluctuation in the value of any security; 4.any failure of investments to perform as expected or desired; or 5.acting as an investment advisor as defined in Section 202(11) of the Investment Advisors Act of 1940. Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Hiscox Insurance Company Inc. Endorsement 2 NAMED INSURED: Abbe Meyer Management/Business Consulting Services Endorsement Page 2 of 2 MC-J.based upon or arising out of Your performance of or failure to perform Professional Services in connection with the following industries, fields, or activities: 1.actuarial advice; 2.aerospace consulting or advice; 3.architecture or engineering advice; 4.construction management or advice; 5.credit counseling; 6.environmental consulting or advice; 7.financing or financial auditing; 8.general contracting; 9.home/physical inspection services; 10.insurance placement or advice; 11.investment or tax advice; 12.land acquisition; 13.law enforcement training; 14.legal advice or the practice of law; 15.lobbying and/or political advice; 16.medical advice or the practice of medicine; 17.mining consulting or advice; 18.oil, gas, or petroleum consulting or advice; 19.physical installation services; 20.property management; 21.repossession services; 22.safety consulting or advice; 23.Your sale of any goods or products; or 24.staffing/placement services. All other terms and conditions remain unchanged. Endorsement effective:June 14, 2024 Policy No.:P100.328.536.8 Endorsement No:2 By: Kevin Kerridge (Appointed Representative) DPL E5018 CW (08/15) Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Hiscox Insurance Company Inc. Endorsement 3 NAMED INSURED: Abbe Meyer Arizona Amendatory Endorsement Page 1 of 3 This endorsement modifies insurance provided under the following: PROFESSIONAL LIABILITY - ERRORS AND OMISSIONS INSURANCE In consideration of the premium charged, it is understood and agreed that the Policy is modified as follows: 1.Section V. OTHER MATTERS AFFECTING COVERAGE is amended to include the following at the end thereof: CANCELLATION Notice of Cancellation A.The Named Insured may cancel this Policy by giving Us advance written notice stating when thereafter such cancellation shall be effective. If the Named Insured cancels this Policy, the refund may be less than pro rata. Provided, however, if this Policy shall be cancelled by the Named Insured within 14 days of the inception of the Policy Period without having submitted a Claim, We shall return in full any premium amount actually paid to Us. In such event, the effective date of cancellation shall be deemed to be the inception date of the Policy Period. B.For Policies In Effect For Less Than 60 Days If this Policy has been in effect for less than sixty(60) days, We may cancel this Policy by mailing to the Named Insured by certified mail, at the address shown in the Declarations, and to an authorized agent, if any, written notice, including the reasons for cancellation, stating when not less than thirty (30) days thereafter (or ten (10) days thereafter when cancellation is due to non-payment of premium), the cancellation shall be effective. C.For Policies In Effect For 60 Days Or More If this Policy has been in effect for sixty (60) days or more, We may cancel this Policy by mailing to the Named Insured by certified mail, at the address shown in the Declarations, and to an authorized agent, if any, written notice, including the reasons for cancellation, stating when not less than sixty (60) days thereafter (or ten (10) days thereafter when cancellation is due to non-payment of premium), the cancellation shall be effective. If this Policy has been in effect for sixty (60) days or more, or if this Policy is a renewal of a Policy issued by Us, We may cancel this Policy only for one or more of the following reasons: (a)Non-payment of premium; (b)Conviction of the Insured of a crime arising out of acts increasing the hazard insured against; (c)Acts or omissions by the Insured or the Insured's representative constituting fraud or material misrepresentation in the procurement of this Policy, in continuing this Policy or in presenting a Claim under this Policy; (d)Substantial change in the risk assumed, except to the extent that We should have reasonably foreseen the change or contemplated the risk in writing the contract; (e)Substantial breach in contractual duties or conditions; Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Hiscox Insurance Company Inc. Endorsement 3 NAMED INSURED: Abbe Meyer Arizona Amendatory Endorsement Page 2 of 3 (f)Loss of reinsurance applicable to the risk insured against resulting from termination of treaty or facultative reinsurance initiated by Our reinsurer or reinsurers; (g)Determination by the Director of Insurance that the continuation of the Policy would place Us in violation of the insurance laws of this state or would jeopardize Our solvency; or (h)Acts or omissions by the Insured or the Insured's representative which materially increase the hazard insured against. D.The mailing of such notice shall be sufficient proof of notice and this Policy shall terminate at the date and hour specified in such notice. If We cancel this Policy, any return premium shall be calculated pro rata. Payment or tender of any unearned premium by Us shall not be a condition precedent to the effectiveness of the cancellation, but such payment shall be made as soon as practicable. Nonrenewal A.If We elect not to renew this Policy, We will mail by certified mail to the Named Insured and an authorized agent, if any, written notice of nonrenewal not less than sixty (60) days before the end of the Policy Period. B.We will mail or deliver the notice of nonrenewal to the Named Insured at the last mailing address known to Us. If the notice of nonrenewal is mailed, proof of mailing will be sufficient proof of notice. If either one of the following occurs, We are not required to provide written notice of nonrenewal: (a)We or a company within the same insurance group have offered to issue a renewal policy; or (b)The Named Insured has obtained replacement coverage or agreed in writing to do so. Conditional Renewal A.If the Named Insured elects to renew this Policy with an increase in premium, change in deductible, reduction in limits or substantial reduction in coverage, We will mail or deliver to the Named Insured written notice of Our intent not less than sixty (60) days before the end of the Policy Period. We will mail or deliver the notice of renewal with altered terms to the Named Insured at the last mailing address known to Us. If the notice of nonrenewal is mailed, proof of mailing will be sufficient proof of notice. B.If renewal is subject to any condition described in paragraph A. above, and We fail to provide notice sixty (60) days before the Policy Period, the following procedures apply: (a)The present Policy will remain in effect until the earlier of the following: i.60 days after the date of mailing or delivery of notice; or ii.The effective date of replacement coverage obtained by the Named Insured. (b)If the Named Insured elects not to renew, any earned premium for the Policy of extension of the terminated Policy will be calculated pro rata at the lower of the following rates: Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Hiscox Insurance Company Inc. Endorsement 3 NAMED INSURED: Abbe Meyer Arizona Amendatory Endorsement Page 3 of 3 i.The rates applicable to the terminated Policy; or ii.The rates presently in effect. (c)If the Named Insured accepts the renewal, the premium increase, if any, and other changes are effective the day following this Policy's Policy Period. 2.The Policy is amended by adding the following Clause at the end thereof: Policy Conflicts To the extent any term or condition contained in the Policy or any Endorsement attached thereto conflicts with any term or condition contained in this or any other State Amendatory Endorsement attached to the Policy, such terms and conditions most favorable to the Insured shall apply. All other terms and conditions remain unchanged. Endorsement effective:June 14, 2024 Policy No.:P100.328.536.8 Endorsement No:3 By: Kevin Kerridge (Appointed Representative) DPL E5101 AZ (01/10) Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Hiscox Insurance Company Inc. Endorsement 4 NAMED INSURED: Abbe Meyer Cyber Incidents Exclusion Endorsement Page 1 of 1 In consideration of the premium charged, it is understood and agreed that the Policy is amended as follows: 1.In Clause III. EXCLUSIONS, Exclusion R. is deleted in its entirety and replaced with the following: R.based upon or arising out of any actual or alleged: 1.unauthorized acquisition, access, use, or disclosure of, improper collection or retention of, or failure to protect any non-public personally identifiable information or confidential corporate information that is in Your care, custody, or control; 2.violation of any privacy law or consumer data protection law protecting against the use, collection, or disclosure of any information about a person or any confidential corporate information; 3.total or partial damage to, loss, corruption, deterioration, destruction, or alteration of, or the inability or impaired ability to access or manipulate any electronic data, software, electronic databases, computers, or any part of a computer system or network; 4.denial of service or delay, disruption, impairment, failure, or outage of any part of a computer system or network; 5.unauthorized or unlawful access to any electronic data or any part of a computer system or network, including through the transmission of any malicious code, such as a computer virus, worm, logic bomb, malware, spyware, Trojan horse, or other fraudulent or unauthorized computer code; or 6.threat, hoax, or demand relating to subparts 1 through 5 above. All other terms and conditions remain unchanged. Endorsement effective:June 14, 2024 Policy No.:P100.328.536.8 Endorsement No:4 By: Kevin Kerridge (Appointed Representative) DPL E1901 CW (08/21) Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Hiscox Insurance Company Inc. Endorsement 5 NAMED INSURED: Abbe Meyer War, Civil War, Cyberwarfare, and NCBR Exclusion Endorsement Page 1 of 2 In consideration of the premium charged, it is understood and agreed that the Policy is amended as follows: 1.The following is added to the end of Clause III. EXCLUSIONS: This Policy does not apply to and We will have no obligation to pay any Damages, Claim Expenses, or Supplemental Payments for any Claim: WC-A.based upon or arising out of, directly or indirectly occasioned by, happening through, or in consequence of: 1.war, invasion, acts of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military, or usurped power; 2.confiscation, nationalization, requisition, destruction of, or damage to property by or under the order of any government, public, or local authority; 3.Cyberwarfare, to the extent not otherwise excluded by paragraph 1; or 4.any NCBR Malicious Act. 2.For purposes of this Endorsement, the following definitions apply: Cyberwarfare means any: 1.unauthorized access to, or use, alteration, corruption, damage, manipulation, misappropriation, theft, deletion, or destruction of, any computer hardware or electronic data; 2.creation, transmission, or introduction into a computer system, computer network, or electronic data of a computer virus or harmful code; or 3.restriction or inhibition of access to a computer system, computer network, or electronic data, including through a denial-of-service (DoS) attack, committed by, or on behalf of, a State. In determining by whom any action listed in parts 1. through 3. above is committed, We will consider to whom any governing body (including the governing body's intelligence, law enforcement, or military services) attributes such action, regardless of whether: A.the computer system, computer network, or electronic data is physically located within the jurisdiction of that governing body; or B.there are inconsistent statements within different branches or agencies of that governing body (including intelligence, law enforcement, or military services) as to whom the action is attributable to. However, if: i.a governing body has not attributed any such action to a State, or any person, group, association, or entity acting on the State's behalf; and Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Hiscox Insurance Company Inc. Endorsement 5 NAMED INSURED: Abbe Meyer War, Civil War, Cyberwarfare, and NCBR Exclusion Endorsement Page 2 of 2 ii.there is at least one Media Report or a cybersecurity forensic firm report indicating that such action is attributed to a State or any person, group, association, or entity acting on the State's behalf, then We will not pay any Damages, Claim Expenses, or Supplemental Payments resulting from any action listed in parts 1. through 3. above until any governing body attributes such action to a State or any person, group, association, or entity acting on the State's behalf. If a governing body does not attribute such action to a State or any person, group, association, or entity acting on the State's behalf, or declares it is unable to do so, then a Media Report or cybersecurity forensic firm report will be conclusive evidence that the act was committed by, or on behalf of, a State. For purposes of this definition, "Media Report" means an article published by the Associated Press, Reuters, Wall Street Journal, or the British Broadcasting Corporation. For purposes of this definition, "State" means a sovereign state, state-like entity, quasi-state, proto- state, or a state-sponsored actor or group. NCBR Malicious Act means an act or series of acts that harms another person or damages property through the physical release or dispersal of Nuclear, Chemical, Biological, or Radiological Agents or Materials, which is carried out by any person or group of persons, whether acting alone, on behalf of, or in connection with any organization. Nuclear, Chemical, Biological, or Radiological Agents or Materials means: 1.nuclear reaction, nuclear radiation or radioactive particles, whether released or dispersed by nuclear or conventional devices; 2.any chemical compound; or 3.any pathogen, in sufficient concentration to cause harm to people or damage to property. All other terms and conditions remain unchanged. Endorsement effective:June 14, 2024 Policy No.:P100.328.536.8 Endorsement No:5 By: Kevin Kerridge (Appointed Representative) DPL E1919 CW (03/23) Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Hiscox Insurance Company Inc. Endorsement 6 NAMED INSURED: Abbe Meyer Cannabis Exclusion Endorsement Page 1 of 1 In consideration of the premium charged, it is understood and agreed that the Policy is amended as follows: 1.The following is added to the end of Clause III. EXCLUSIONS: This Policy does not apply to and We shall have no obligation to pay any Damages, Claim Expenses, or Supplemental Payments for any Claim: CA-1.based upon or arising out of, directly or indirectly occasioned by, or in consequence of: 1.the design, cultivation, manufacture, storage, transport, processing, packaging, handling, testing, distribution, sale, serving, furnishing, possession, protection, or disposal of Cannabis by anyone; 2.the actual, alleged, threatened, or suspected use, inhalation, ingestion, absorption, or consumption of, contact with, exposure to, existence of, or presence of Cannabis by anyone; or 3.the performance of or failure to perform any services or operations of any kind, including but not limited to any banking, advisory, consulting, legal, compliance, financial, design, or logistical services, in connection with or relating to Cannabis. This exclusion applies even if the Claim against any Insured alleges negligence or other wrongdoing in the supervision, hiring, employment, training, or monitoring of others by that Insured. 2.The following is added to the end of Clause VI. DEFINITIONS: CA-A.Cannabis means any good or product that consists of or contains any amount of Tetrahydrocannabinol (THC) or any other cannabinoid, regardless of whether any such THC or cannabinoid is natural or synthetic. Cannabis includes but is not limited to any of the following containing such THC or cannabinoid: 1.any plant of the genus Cannabis L., or any part thereof, such as seeds, stems, flowers, stalks and roots; or 2.any compound, byproduct, extract, derivative, mixture or combination, such as: a.resin, oil or wax; b.hash or hemp; or c.infused liquid or edible cannabis; whether or not derived from any plant or part of any plant set forth in paragraph 1 above. All other terms and conditions remain unchanged. Endorsement effective:June 14, 2024 Policy No.:P100.328.536.8 Endorsement No:6 By: Kevin Kerridge (Appointed Representative) DPL E1918 CW (03/23) Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Hiscox Insurance Company Inc. Endorsement 7 NAMED INSURED: Abbe Meyer Misappropriation of Funds Exclusion Endorsement Page 1 of 1 In consideration of the premium charged, it is understood and agreed that the Policy is amended as follows: The following is added to the end of Clause III. EXCLUSIONS: This Policy does not apply to and We will have no obligation to pay any Damages, Claim Expenses, or Supplemental Payments for any Claim: MF-A.based upon or arising out of any actual or alleged theft, misappropriation, commingling, conversion of, or inability or failure to safeguard any funds, monies, assets, or property, regardless of ownership. All other terms and conditions remain unchanged. Endorsement effective:June 14, 2024 Policy No.:P100.328.536.8 Endorsement No:7 By: Kevin Kerridge (Appointed Representative) DPL E0003 CW (08/23) Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Notices Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Policyholder Notice Electronic Delivery Page 1 of 1 INT N003 CW (01/19) If you received your insurance policy by email, it is because you have chosen electronic delivery of your policy documents and important notices, including cancellation and nonrenewal notices where permitted by law. We also will send any renewal policy documents to you by email at the address you have provided. If you are currently receiving paper documents and would like to have ease of retrieval and access and save on storage space, you will need to contact us and update your preferences. Most documents can be sent electronically within minutes. For electronic documents, you will need a computer or mobile device with Internet access and the ability to receive external emails. You also will need software such as Adobe Reader®that allows you to view and save PDF documents, and a printer to create paper copies. At any time you may request a paper copy of your policy,or you may withdraw your consent to receive documents by email. We will then send documents to you by US mail at no added cost. You must notify us if your email or street address changes. To update your email or street address, or to request paper documents,please contact us at 888-202-3007. Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Hiscox Insurance Company Inc. ECONOMIC AND TRADE SANCTIONS POLICYHOLDER NOTICE INT N001 CW 01 09 Page 1 of 1 Hiscox is committed to complying with the U.S. Department of Treasury Office of Foreign Assets Control (OFAC) requirements. OFAC administers and enforces economic sanctions policy based on Presidential declarations of national emergency. OFAC has identified and listed numerous foreign agents, front organizations, terrorists, and narcotics traffickers as Specially Designated Nationals (SDN’s) and Blocked Persons. OFAC has also identified Sanctioned Countries. A list of Specially Designated Nationals, Blocked Persons and Sanctioned Countries may be found on the United States Treasury’s web site http://www.treas.gov/offices/enforcement/ofac/. Economic sanctions prohibit all United States citizens (including corporations and other entities) and permanent resident aliens from engaging in transactions with Specially Designated Nationals, Blocked Persons and Sanctioned Countries. Hiscox may not accept premium from or issue a policy to insure property of or make a claim payment to a Specially Designated National or Blocked Person. Hiscox may not engage in business transactions with a Sanctioned Country. A Specially Designated National or Blocked Person is any person who is determined as such by the Secretary of Treasury. A Sanctioned Country is any country that is the subject of trade or economic embargoes imposed by the laws or regulations of the United States. In accordance with laws and regulations of the United States concerning economic and trade embargoes, this policy may be rendered void from its inception with respect to any term or condition of this policy that violates any laws or regulations of the United States concerning economic and trade embargoes including, but not limited to the following: (1) Any insured under this Policy, or any person or entity claiming the benefits of such insured, who is or becomes a Specially Designated National or Blocked Person or who is otherwise subject to US economic trade sanctions; (2) Any claim or suit that is brought in a Sanctioned Country or by a Sanctioned Country government, where any action in connection with such claim or suit is prohibited by US economic or trade sanctions; (3) Any claim or suit that is brought by any Specially Designated National or Blocked Person or any person or entity who is otherwise subject to US economic or trade sanctions; (4) Property that is located in a Sanctioned Country or that is owned by, rented to or in the care, custody or control of a Sanctioned Country government, where any activities related to such property are prohibited by US economic or trade sanctions; or (5) Property that is owned by, rented to or in the care, custody or control of a Specially Designated National or Blocked Person, or any person or entity who is otherwise subject to US economic or trade sanctions. Please read your Policy carefully and discuss with your broker/agent or insurance professional. You may also visit the US Treasury’s website at http://www.treas.gov/offices/enforcement/ofac/. Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Payment summary Abbe Meyer Below is a payment summary that includes your policy number(s), coverage dates, and payment received. Since you have chosen to pay in installments, your monthly payment schedule is included on page two. Please keep this document for your records. If you have any questions, please call our licensed agents at 866-739-0722, Mon-Fri, 7am-10pm ET. Payment receipt Policy information Professional Liability:P100.328.536.8 Coverage start date:June 14, 2024 Coverage end date:June 14, 2025 Total amount due:$500.00 Payment type(s) Payment method:Debit/Credit Card Payment frequency:Monthly Total annual premium:$500.00 Payment received:$0.00 The total annual premium includes all relevant discounts and any applicable surcharges. Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Underwritten by Hiscox Insurance Company Inc., 104 South Michigan Avenue, Suite 600, Chicago, IL 60603, as administered by Hiscox Inc., a licensed insurance producer in all states and DC. In California, Hiscox Inc. does business as Hiscox Insurance Agency (License no.: 0F09668). This information is provided to assist you in understanding how renewals work and does not modify the terms and conditions of any current or future Insurance policy, nor does it imply that any claims is covered. Coverage is subject to underwriting, terms conditions, and limits of the policy. Payment schedule Abbe Meyer Below is your monthly payment schedule. Hiscox will collect funds automatically on the dates listed. You will not receive any further billing statements unless you make a change to your policy, so it is important to keep this document for future reference. Upcoming payment schedule You will be charged the amounts listed below on the following dates: •May 14, 2024 $41.63 •June 14, 2024 $41.67 •July 14, 2024 $41.67 •August 14, 2024 $41.67 •September 14, 2024 $41.67 •October 14, 2024 $41.67 •November 14, 2024 $41.67 •December 14, 2024 $41.67 •January 14, 2025 $41.67 •February 14, 2025 $41.67 •March 14, 2025 $41.67 •April 14, 2025 $41.67 To ensure your business remains protected, your coverage will automatically renew with the same payment method and frequency listed above. You will receive a new payment schedule and updated policy documents at least 45 days before renewal. Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Certificate of Exemption from Workers’ Compensation Insurance TO: City of Palm Springs ATTN: City Clerk and Risk Manager SUBJECT: Sole Proprietor/Partnership/Closely Held Corporation with No Employees Please let this memorandum notify the City of Palm Springs that I am a sole proprietor partnership closely held corporation and do not have any employees whose employment requires me to carry workers’ compensation insurance. Therefore, I do not carry workers’ compensation insurance coverage. I further warrant that I understand the requirements of Section 3700, et seq., of the California Labor Code with respect to providing Workers’ Compensation coverage for any employees. I agree to comply with the code requirements and all other applicable laws and regulations regarding workers’ compensation, payroll taxes, FICA and tax withholding and similar employment issues. I further agree to hold the City of Palm Springs harmless from loss or liability which may arise from the failure to comply with any such laws or regulations. ____________________________ Risk Management Approval: Contractor Signature _______________________________ ____________________________ Printed Name of Contractor _______________________________ ____________________________ Date Company Name ____________________________ Date November 4, 2024 Abbe Meyer Abbe Meyer X Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 11/6/2024 Justification for Palm Springs Fire Department “Abbe Meyer” November 4, 2024 TO: City of Palm Springs FROM: Palm Springs Fire Department SUBJECT: Sole Source Mutual Aid Reimbursement Calculations and Consulting Services The City of Palm Springs Fire Department (PSFD) is requesting continued consulting services provided by Abbe Meyer for Mutual Aid reimbursement rates under Cal OES’ California Fire Assistance Agreement (CFAA). Since 2015, the City has contracted with independent practitioner Abbe Meyer, who performs the necessary salary and administrative rate calculations required to complete the annual CFAA Survey Letter response. Cumulative cost of services to date: $29,490. In the absence of Abbe’s services, the City would be reimbursed at the current de minimis Administrative Rate of 10% determined by Cal OES; however, with Abbe’s services the reimbursement rate in 2023 was 27.70%. Abbe’s services result in a significantly higher Mutual Aid reimbursement for the City for a couple of reasons: (A) Palm Springs’ Fire Department personnel rates are significantly higher than the Cal OES base rates; and (B) the reimbursable administrative costs as a percentage of fire personnel and apparatus costs are significantly higher than the de minimis administrative rate of 10%. In 2023, our agency was called upon to assist with the SRF Lightning Complex Fire and the City was reimbursed a total of $44,609.80 which was determined by the administrative reimbursement rates calculated and completed by Abbe Meyer. The attached example shows that the City received an additional $13,915.89 because of her services. (Please refer to the attached document(s) for an illustrative example of a single fire in 2023.) How much will these services cost? Abbe Meyer’s rate is $3,750, last year was the first increase in 5 years. Ultimately, the additional reimbursements collected because of these services cover the cost of the services provided. However, irrespective of reimbursements collected, the flat rate for partnering with Abbe Meyer again this year will be $3,750, bringing the cumulative cost of services to $29,490 (2015 to present). What alternative solutions are available to meet this need? None. Abbe Meyer is also the sole third-party provider of these special services. This has been verified by the Deputy Chief of Administration for Cal OES’ Administration/Reimbursement Division, Lori Lopez. Regarding other cities in California, internal personnel may perform the necessary salary and administrative rate calculations; however, the Palm Springs Fire Department is not staffed to complete this work internally. Attached: • 2023 SRF Lightning Complex Fire Illustration • Abbe Meyer Proposal Letter Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 Chief Paul Alvarado October 14, 2024 Palm Springs Fire Department 300 North El Cielo Road Palm Springs, Ca. 92262 Dear Chief Alvarado, First, I would like to thank you for the invitation to submit a proposal for a ten-year contract with the department to provide consultant services to calculate the annual CAL OES reimbursement salary and administrative rates. To my knowledge, I am the only person offering these services within the State of California. I believe this has been confirmed by Cal OES. As such, this would be considered a sole source contract. I propose to provide these calculation services for the calendar years 2025 thru and including 2034. The proposed rates are as follows: 2025 thru 2026 - $3,750 2027 thru 2029 - $4,000 2030 thru 2032 - $4,250 2033 thru 2034 - $4,500 The consulting services proposed include performing the calculations necessary to complete the annual CAL OES salary survey and administrative rates utilizing information and data provided by city personnel. These calculations are required to obtain full Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59 reimbursement from the State of California and/or the Federal fire and emergency agencies when Palm Springs is requested by these entities to provide fire services. The consulting services would also include providing limited training to city personnel on the calculations. The services also include providing backup documents created in doing the calculations. Any requested extensive in-person training or meetings are available at a rate of $100 per hour plus expenses for the years 2025 thru 2029 and $150 per hour for years 2030 thru 2034. If you have any questions or require further information, please contact me at (805)660- 2168 or abbevette@yahoo.com. Thank you again for this opportunity. Respectfully, Abbe Meyer 2610 N. Conestoga Ave Tucson, Az 85749 cc: Lois Casman Chief Jason Loya Docusign Envelope ID: 293C7B34-0258-4331-BF7E-67BBBE3EEB59