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24I277 - Air Treatment Corporation
CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Maintenance inspections of MS Chiller Air Treatment Corporation Nathan Smith / Logan Keebaugh lkeebaugh@airtreatment.com One year (4 inspections) of maintenance inspections (condensers to be cleaned annually). Additional Refrigerant Electronic leak detection to be performed on each Ref circuit during the Semi & Annual visit $10,000 1 Year - 10/24/24-10/23/25 N/A Nathan Smith, nsmith@airtreatment.com Logan Keebaugh, lkeebaugh@airtreatment.com Maintenance & Facilities Daniel Martinez N/A 24I277 N/A Yes Yes Yes Procurement N/A No (1) quote #:SVC2128 N/A N/A N/A 10/10/24 Domingo Flores Docusign Envelope ID: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 Revised 12.21.23 Page 1 of 18 CONTRACT SERVICES AGREEMENT 24I277 Maintenance Inspections of MS Chiller THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on October 10, 2024, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Air Treatment Corporation, a California Corporation (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. City requires the services of a licensed vendor for Maintenance Inspections of MS Chiller. B. Contractor has submitted to City a quote for preventive maintenance, 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: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 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 $10,000.00. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the 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: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 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 one year, commencing on October 24, 2024, and ending on October 23, 2025, 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: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 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: Nathan Smith, Service Manager. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel Docusign Envelope ID: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 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. Title: Name: Nathan Smith Service Manager 5.6 California Labor Code Requirements. A.Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B.If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. 6.INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7.INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses Docusign Envelope ID: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 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: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 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: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 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: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 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: To Contractor: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 Air Treatment Corporation Attention: Nathan Smith 640 N. Puente St. Brea, CA 92821 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: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 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: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 Revised 12.21.23 Page 11 of 18 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND AIR TREATMENT CORPORATION 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: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 10/31/2024 11/5/2024 11/5/2024 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: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 640 N. Puente St. Brea Ca. 92821•626-709-4204•License No. 793078 QUOTE Page 1 Document: ATC_SVC 2128 TO: Dan J. Nava Senior Cogeneration Technician Department of Maintenance and Facilities City of Palm Springs 425 N. Civic Dr. Palm Springs, Ca. 92262 O: (760) 323-8291 C: (760) 898-4621 DATE: SEPTEMBER 18,2024 QUOTE #: SVC2128 REGARDING: PREVENTATIVE MAINTENANCE PLAN FOR THE REFERENCED MS CHILLER Dear Dan, We are pleased to submit the following quote to provide all necessary labor & material to perform a one- year maintenance program that includes 4 visits performed by our factory certified technicians. Please find the referenced Multistack/Airstack Chiller Maintenance routines to be performed per factory recommended procedures and guidelines listed below. We thank you for your consideration and opportunity to quote this work. PREVENTIVE MAINTENANCE ASSURANCE PLAN City of Palmsprings Sunrise plant Docusign Envelope ID: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 640 N. Puente St. Brea Ca. 92821•626-709-4204•License No. 793078 QUOTE Page 2 Document: ATC_SVC 2128 Scope Of Work – Multistack Chiller Preventive Maintenance Routines and Procedures. TASK DESCRIPTION 3 MONTHS 6 MONTHS 12 MONTHS 60 MONTHS AS REQUIRED Electrical Group Visual check power connections. Visual check control power connections. Extensive visual check contactors and relays. Tighten all power wiring connections. Tighten all control wire terminations. Dry clean all electrical compartments. Note and record abnormal conditions. Visual check panel breaker, power wire. Check incoming voltage for imbalance. Check and record amp draws on compressors Check sensors (2% of actual temps/pressures). Compressors Visual Inspection for Mechanical Damage Check for Excessive Vibration Check main power supply voltage Check all electrical connections Visual inspection of all wiring for hot spots Verify/Test all interlocks and safeties TASK DESCRIPTION 3 MONTHS 6 MONTHS 12 MONTHS 60 MONTHS AS REQUIRED Evaporator Test Water Quality (see note #2) Clean as necessary Evaporator heat exchanger (see note #3) Pull all module inlet strainers, inspect/clean as necessary. (as applicable) Condenser Clean and flush air cooled heat exchanger Refrigerant System Verify EXV/S Operation Visual Leak Check of Chiller Check operation of liquid line solenoid valves. Check Clg./Htg. refrigerant valve operations. Electronic Leak Check Entire Chiller Docusign Envelope ID: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 640 N. Puente St. Brea Ca. 92821•626-709-4204•License No. 793078 QUOTE Page 3 Document: ATC_SVC 2128 Perform operational checks of all running parameters and verify all readings are within factory tolerances and specifications. Controls Review Trend Logs to verify chiller performance (See note #5) Download event logs and trend data (see note #5) Check all electrical connections Verify Power Supply Voltages Clean Touch Screen Note 1: Daily monitoring and logs to be performed by others. Note 2: Water Treatment to be performed by others. NOTE: Water treatment is vital to the efficiency and safety of the chiller and should be performed by a company who specializes in water treatment. Note 3: Water Quality standards and operational parameters will determine the frequency of cleaning heat exchangers; however it is recommended that heat exchangers be cleaned annually, by "back-flushing" procedures, for maximum heat exchange. If run conditions do not improve after back-flush process it will be necessary to perform a cleaning using Multistack Flush Gun Machine 151A. Note 5: As available for units that have the FlexSys controller installed or controls with this capability. Equipment List Model Serial Multistack MS0292FC1M2W2H1CC87FL-R134A AD01-064 Docusign Envelope ID: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 640 N. Puente St. Brea Ca. 92821•626-709-4204•License No. 793078 QUOTE Page 4 Document: ATC_SVC 2128 TO Dan J. Nava Senior Cogeneration Technician Department of Maintenance and Facilities City of Palm Springs 425 N. Civic Dr. Palm Springs, Ca. 92262 O: (760) 323-8291 C: (760) 898-4621 DATE: SEPTEMBER 18,2024 QUOTE #: SVC20128 REGARDING: PREVENTATIVE MAINTENANCE PLAN FOR THE REFERENCED MS CHILLER CLARIFICATIONS PRICING AND SIGNATURE Exclusions: • Water Treatment maintenance, monitoring and conditioning (to be performed by others). • All “As Required” routine tasks. • Stand-by, after hours or premium rate time. (including prevailing wage or certified payroll rates) • Repairs or component replacement. Conditions: This i s a quotation for the service referenced, subject to the conditions noted and as listed in appendix A : All work is to be performed DURING normal working hours (Monday Through Friday 7am to 5pm). Should upon performance of listed scope of work, it be noted that any additional labor and materials are required to place the equipment in proper operational order, you will be notified, and your approval obtained prior to proceeding with any additional work. The below referenced price will be held firm for a period of ninety (30) days from the date of this proposal. If you have any questions or require any additional information, please contact me at (626) 709-4204 Ser vice & Technical Specialist : Kevin Lovell klovell@airtreatment.com DESCRIPTION PRICE One Year (4 inspections) of maintenance inspections ( Condensers to be Cleaned Annually). Additional Refrigerant Electronic Leak detection to be performed on each Ref circuit during the Semi & Annual visit. $10,000 The undersigned agree to execute this proposal as a binding contract. CONTRACTOR Nathan Smith ______________________ Name: _________________________________ Signature: Date: Service Manager ________ Title: Air Treatment Corp 640 N. Puente Blvd. Brea Ca. 9282 PURCHASER _________________________________ Name: _________________________________ Signature: Date: _________________________________ Title: __________________________________ Docusign Envelope ID: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 640 N. Puente St. Brea Ca. 92821•626-709-4204•License No. 793078 QUOTE Page 5 Document: ATC_SVC 2128 Company and Ca. License #793078 Appendix A TERMS & CONDITIONS OF SALE Air Treatment Corporation (hereinafter designated as Seller) hereby accepts your order with the condition that this acceptance by us is expressly made conditional on assent by you to all terms and conditions set forth below, notwithstanding that they may be in addition to or different from those contained in your order or acknowledgment . Acceptance by you of any of the material covered by this order or failure to give notice of objections to any of terms set forth herein within ten (10) days of the date hereof, shall be deemed to be assent by you to these terms and conditions. It is understood and agreed that the terms and conditions contained herein constitute the complete and exclusive statement of those terms and supersedes all prior communications between the parties with respect to the equipment described on your purchase order. This Agreement in its entirety supersedes any and all verbal promises. If any item in this agreement is deemed unenforceable, all other items shall remain in force and effect. PAYMENT TERMS: NET 30 DAYS. Purchaser agrees to accept responsibility for payment of equipment whether or not payment has been made to purchaser on the project. Should payment not be made in accordance with Seller’s payment terms, purchaser agrees to pay to seller a one and one-half (1 ½%) per month service charge on any unpaid balance due. Any retention for start-up should reflect the actual cost of start-up and not a percentage of the invoice. Prior consent from the seller is required. No other retention shall be acceptable. BASIS OF OFFER: All equipment and/or materials are sold in accordance with manufacturers’ specifications and/or approved submittal data and not necessarily in accordance with “Plans and Specifications.” Seller makes no representation as to design, application and/or fitness for a particular purpose. Any releases, not including approved submittals, are the responsibility of the Buyer. LEAD TIMES: Shipment lead times reflect current production schedules based upon current release to production. Seller shall not be responsible to purchaser (or ultimate user) for delays in delivery due to acts of God, strikes, fires, accidents, unavailability of equipment and/or materials, or any other causes beyond seller’s control. DAMAGES DISCLAIMER: No provision for liquidated damages in the event of any breach of this contract by the Seller shall apply to this sale, and any provision for liquidated damages shall be of no force and effect unless specifically agreed to by the Seller in writing signed by an officer of the corporation. Seller will not accept any back charge without its consent. Seller shall not be liable to purchaser for costs, damages, expenses or consequential damages arising out of, or resulting from, the purchase or use of equipment and/or materials, or claims made under Manufacturer’s written Limited Warranty DELIVERY: Deliveries shall be made FOB manufacturers’ factory. Title and risk of loss shall pass to the Buyer at FOB point. Buyer agrees to accept delivery of any part or all of the manufactured material upon completion of same and failure of the Buyer to furnish Seller shipping instructions shall in no way alter the terms of the payment of Seller’s invoice. Seller shall not be responsible for any storage for any reason unless agreed to in writing before such action is deemed necessary. Where an allowance for freight is included, only the first destination will be allowed. Docusign Envelope ID: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 640 N. Puente St. Brea Ca. 92821•626-709-4204•License No. 793078 QUOTE Page 6 Document: ATC_SVCQTe 040412 Docusign Envelope ID: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 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: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 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.Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2.Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3.Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: _________ required ___X_____ is not required; 4.Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 3.Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and Docusign Envelope ID: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 Revised 12.21.23 Page 16 of 18 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4.Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5.Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6.Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A."The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B."This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C."Should any of the above-described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. Docusign Envelope ID: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 Revised 12.21.23 Page 17 of 18 D.Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them. 7.Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8.Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability. Docusign Envelope ID: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 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: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 Air Treatment Corporation Service Project Manager Nathan Smith 10/31/2024 CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$107.00 ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE LICENSEE TO OPERATE OR MAINTAIN A BUSINESS IN VIOLATION OF ANY OTHER LAW OR ORDINANCE. THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY NOR OF THE APPLICANT'S QUALIFICATIONS. Business Name:Air Treatment Corporation DBA: Owner:Air Treatment Corporation Mailing Address:640 N PUENTE ST BREA, CA 92821 License Number:CBL-007388-2024 Expiration Date:09/26/2025 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:640 N Puente ST, Brea, CA 92821 Business Description:License # 793078 C-20 TO BE POSTED IN A CONSPICUOUS PLACE Docusign Envelope ID: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 9/22/2024 Arthur J.Gallagher Risk Management Services,LLC 18201 Von Karman Ave Suite 200 Irvine CA 92612 Arthur J.Gallagher &Co. 949-349-9800 949-349-9900 Southwest.InterimCerts.GGBUS@ajg.com License#:0D69293 Great American Insurance Company 16691 AIRTREA-02 Great American Assurance Company 26344AirTreatmentCorporation 640 N.Puente Street Brea,CA 92821 Continental Insurance Company 35289 335680751 A X 1,000,000 X 500,000 20,000 1,000,000 2,000,000 X Y GLP376327207 10/1/2023 10/1/2024 2,000,000 Max Annual Agg 5,000,000 A 1,000,000 X X X Y CAP376327107 10/1/2023 10/1/2024 C X X 8,000,000605013050010/1/2023 10/1/2024 8,000,000 0 B XYWC37632730710/1/2023 10/1/2024 1,000,000 1,000,000 1,000,000 Certificate holder is named as Additional Insured on General Liability and Auto Liability ,if required by written contract or agreement.Certificate holder is named as primary -non-contributory on General Liability.Waiver of Subrogation on Worker Compensation applies in favor of certificate holder.The Producer will endeavor to mail 30 days written notice to the Certificate Holder named on the certificate if any policy listed on the certificate is cancelled prior to the expiration date.Failure to do so shall impose no obligation or liability of any kind upon the Producer or otherwise alter the policy terms. RE:Work performed by the named insured as required per written contract with respects to City of Palm Springs. Certificate Holder(s)Continued:The City of Palm Springs,its officials,employees and agents | City of Palm Springs 3200 E.Tahquitz Canyon Way Palm Springs,CA 92262 Docusign Envelope ID: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 CA 83 76 (Ed. 10/13) CA 83 76 (Ed. 10/13) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM AUTO DEALERS COVERAGE FORM MOTOR CARRIER COVERAGE FORM A. Who Is an Insured (SECTION II - LIABILITY COVERAGE, paragraph A.1.)is amended to in- clude as an insured any person or organization (called additional Insured) with respect to the operation, maintenance, or use of a covered "auto" whom you are required to add as an additional Insured on this Policy under: 1.a written contract or agreement, or; 2.an oral contract or agreement where a certificate of insurance showing that per- son or organization as an additional In- sured has been issued; but the written or oral contract must be: a.currently in effect or becoming effective during the term of this Policy; and b.executed prior to the date of "loss." B.If the additional Insured is a lessor of a "leased auto"; 1. Coverage a.Any "leased auto" designated or de- scribed in the Schedule will be consid- ered a covered "auto" you own and not a covered "auto" you hire or bor- row. For a covered "auto" that is a "leased auto" Who Is An Insured is changed to include as an "Insured" the lessor. b.The coverages provided under this en- dorsement apply to any "leased auto" described in the Schedule until the ex- piration date shown in the Schedule, or when the lessor or his or her agent takes possession of the "leased auto," whichever occurs first. 2. Loss Payable Clause a.We will pay, as interest may appear, you and the lessor for "loss" to a "leased auto." b.The insurance covers the interest of the lessor unless the "loss" results from fraudulent acts or omissions on your part. c.If we make any payment to the lessor, we will obtain his or her rights against any other party. 3. Cancellation a.If we cancel the Policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Con- dition. b.If you cancel the Policy, we will mail notice to the lessor. c.Cancellation ends this agreement. 4.The lessor is not liable for payment of your premiums. 5. Additional Definition As used in this endorsement: "Leased auto"means an "auto" leased or rented to you including any substitute, re- placement or extra "auto" needed to meet seasonal or other needs,under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. Policy #: CAP376327107 GREAT AMERICAN INSURANCE CO 648162 Docusign Envelope ID: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 Copyright, ISO Properties, Inc.,2011 CA 04 44 (Ed. 10/13)(Page 1 of 1) CA 04 44 (Ed. 10 13) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. Schedule Name(s) of Person(s) or Organization(s): Information required to complete this Schedule, if not s hown above,will be shown in the Declarations. The Transfer of Rights of Recovery Against Others to Us Condition does not apply to the person(s) or organization(s) s hown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. ANY PERSON OR ORGANIZATION THAT YOU HAVE AGREED, IN A WRITTEN CONTRACT OR AGREEMENT, THAT YOU WAIVE YOUR RIGHTS OF RECOVERY AGAINST THAT PERSON OR ORGANIZATION FOR ALL OR PART OF ANY PAYMENT, INCLUDING SUPPLEMENTARY PAYMENTS, WE MAKE UNDER THIS POLICY. Policy #: CAP376327107 GREAT AMERICAN INSURANCE CO 648162 Docusign Envelope ID: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 Copyright, ISO Properties, Inc.,2010 CG 85 28 (Ed. 08/10) XS CG 85 28 (Ed. 08 10) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A WRITTEN CONTRACT OR AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART In SECTION IV - COMMERCIAL GENERAL LI- ABILITY CONDITIONS, the following is added at the end of Condition 8. Transfer of Rights of Recovery Against Others to Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage aris- ing out of: a.your ongoing operations; or b."your work" pursuant to a written contract between you and that person or organiza- tion and included in the "pr oducts-com- pleted operations hazard"; but only if: c.you and that person or organization have agreed, in a written contract or agree- ment, that you waive such rights against that person or organization; and d.the injury or damage occurs only after you and that person or organization have signed the written contract or agreement described in c. This endorsement does not change any other provision of the Policy. Policy #: GLP376327207 GREAT AMERICAN INSURANCE CO 648162 Docusign Envelope ID: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 Copyright, ISO Properties, Inc.,2012 CG 20 10 (Ed. 04/13) (Page 1 of 2) CG 20 10 (Ed. 04 13) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Schedule Name of Additional Insured Person(s) or Organization(s) Location(s) of Covered Operations Information required to complete this Schedule, if not s hown above,will be shown in the Declarations. A. SECTION II - WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) s hown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1.your acts or omissions; or 2.the acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the Additional Insured(s) at the location(s) designated above. ANY PERSON OR ORGANIZATION FOR WHOM YOU PERFORM OPERATIONS, BUT ONLY WHEN YOU HAVE AGREED, IN A WRITTEN CONTRACT OR AGREEMENT MADE BEFORE THE "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURS, THAT SUCH PERSON OR ORGANIZATION WOULD BE NAMED AS AN ADDITIONAL INSURED UNDER THIS POLICY. ANY LOCATION SUBJECT TO A WRITTEN CONTRACT OR AGREEMENT IN WHICH THE PERSON OR ORGANIZATION REQUIRED IN THAT CONTRACT TO BE ADDED AND AN ADDITIONAL INSURED. Policy #: GLP376327207 GREAT AMERICAN INSURANCE CO 648162 Docusign Envelope ID: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 Copyright, ISO Properties, Inc.,2012 CG 20 10 (Ed. 04/13) (Page 2 of 2) However; 1.the insurance afforded to such additional insured only applies to the extent permitted by law; and 2.if coverage provided to the Additional Insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these Additional Insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "pr operty damage" occurring after: 1.all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the Additional Insured(s) at the location of the covered operations has been completed; or 2.that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C.With respect to the insurance afforded to these Additional Insureds, the following is added to SECTION III - LIMITS Of INSURANCE: If coverage provided to the Additional Insured is required by a contract or agreement, the most we will pay on behalf of the Additional Insured is the amount of insurance: 1.required by the contract or agreement; or 2.available under the applicable Limits of Insurance s hown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance s hown in the Declarations. Policy #: GLP376327207Docusign Envelope ID: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 Copyright, ISO Properties, Inc.,2012 CG 20 37 (Ed. 04/13) (Page 1 of 2) CG 20 37 (Ed. 04 13) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART Schedule Name of Additional Insured Person(s) or Organization(s) Location and Description of Completed Operations Information required to complete this Schedule, if not s hown above,will be shown in the Declarations. ANY PERSON OR ORGANIZATION FOR WHOM YOU PERFORMED OPERATIONS, BUT ONLY WHEN YOU HAVE AGREED, IN A WRITTEN CONTRACT OR AGREEMENT MADE BEFORE THE "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURS, THAT SUCH PERSON OR ORGANIZATION WOULD BE ADDED AS AN ADDITIONAL INSURED UNDER THIS POLICY, SPECIFICALLY FOR LIABILITY WITHIN THE "PRODUCTS- COMPLETED OPERATIONS HAZARD." ANY LOCATION AND ANY COMPLETED OPERATIONS SUBJECT TO A WRITTEN CONTRACT OR AGREEMENT IN WHICH THE PERSON OR ORGANIZATION REQUIRED IN THAT CONTRACT TO BE ADDED AS AN ADDITIONAL INSURED. Policy #: GLP376327207 GREAT AMERICAN INSURANCE CO 648162 Docusign Envelope ID: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 Copyright, ISO Properties, Inc.,2012 CG 20 37 (Ed. 04/13) (Page 2 of 2) A. SECTION II - WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) s hown in the Schedule, but only with respect to liability for "bodily injury" or "pr operty damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that Additional Insured and included in the "pr oducts-completed operations hazard." However: 1.the insurance afforded to such additional insured only applies to the extent permitted by law; and 2.if coverage provided to the Additional Insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these Additional Insureds, the following is added to SECTION III - LIMITS OF INSURANCE: If coverage provided to the Additional Insured is required by a contract or agreement, the most we will pay on behalf of the Additional Insured is the amount of insurance: 1.required by the contract or agreement; or 2.available under the applicable Limits of Insurance s hown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance s hown in the Declarations. Policy #: GLP376327207Docusign Envelope ID: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235 WC 00 03 13 (Ed. 4-84) This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) WC 00 03 13 (Page1of1) (Ed. 4-84) © 1983 National Council on Compensation Insurance. Insured AIR TREATMENT CORP Policy No. WC 3763273 07 Company Great American Assurance Company Effective Date 10/1/2023 Premium $ Endorsement No. Authorized Representative Artex Risk Solutions, Inc. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any Person or Organization for whom the insured has agreed by written contract to furnish this waiver for all states listed in Item 3A of the Information Page. Docusign Envelope ID: 0EFE2EED-800D-4229-BCF9-4C02AF0F2235