Loading...
HomeMy WebLinkAbout25I006 - Coast Fitness Repair ShopCONTRACT 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) Fitness Equipment Preventative Maintenance & Repair Services Coast Fitness Repair Shop John Griffith - President Coastfitnessjohn@outlook.com Preventative quarterly maintenance and repair of fitness equipment at all 5 Fire Stations. $22,500 January 9, 2025 - January 9, 2030 (5 years) yes John Griffith Coastfitnessjohn@outlook.com Carrie Griffith Coastfitnesscarrie@outlook.com Fire Chief Paul Alvarado N/A 25I006 N/A Yes Yes Yes Procurement N/A No 1/8/2025 Lois Casman Docusign Envelope ID: 7003B5ED-FBEF-4B57-99FF-48987229D288 Revised 12.21.23 Page 1 of 18 CONTRACT SERVICES AGREEMENT 25I006 FITNESS EQUIPMENT PREVENTATIVE MAINTENANCE & REPAIR THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on January 9, 2025, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Fitness Repair Shop, Inc. dba Coast Fitness Repair Shop 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 fitness shop, for preventative maintenance and repair of fitness equipment at Palm Springs Fire Department (“PSFD”) locations, (“Project”). B. Contractor has submitted to City a proposal to provide preventative maintenance and repair of fitness equipment at PSFD location, 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: 7003B5ED-FBEF-4B57-99FF-48987229D288 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 $22,500. 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: 7003B5ED-FBEF-4B57-99FF-48987229D288 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 5 years, commencing on January 9, 2025, and ending on January 8, 2030, 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: 7003B5ED-FBEF-4B57-99FF-48987229D288 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: John Griffith (name), President (title). It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner. 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: 7003B5ED-FBEF-4B57-99FF-48987229D288 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: John Griffith President Carrie Griffith Vice-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, Docusign Envelope ID: 7003B5ED-FBEF-4B57-99FF-48987229D288 Revised 12.21.23 Page 6 of 18 judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor 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: 7003B5ED-FBEF-4B57-99FF-48987229D288 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: 7003B5ED-FBEF-4B57-99FF-48987229D288 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: 7003B5ED-FBEF-4B57-99FF-48987229D288 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: Coast Fitness Repair Shop Attention: John Griffith 4130 Tigris Way Riverside, CA 92503 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: 7003B5ED-FBEF-4B57-99FF-48987229D288 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: 7003B5ED-FBEF-4B57-99FF-48987229D288 Revised 12.21.23 Page 11 of 18 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND FITNESS REPAIR SHOP, INC. DBA COAST FITNESS REPAIR SHOP 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: 7003B5ED-FBEF-4B57-99FF-48987229D288 1/9/2025 1/9/2025 1/9/2025 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: 7003B5ED-FBEF-4B57-99FF-48987229D288 Revised 12.21.23 Page 13 of 18 Contractor will provide preventative maintenance and repair services of fitness equipment at Palm Springs Fire Department (“PSFD”) five locations. Services will include: 1. Cleaning of all equipment. 2. Calibration, lubrication, alignment, and adjustment as suggested by the manufacturer. 3. Safety inspection and testing to include: a. Bearings, belts, bushings, cables, cams, decks, chains, electronics, flywheels, hardware, motors, power cords, pulleys, rollers, and upholstery function of the equipment. 4. Written estimates will be given for any needed parts. 5. All written estimates will be submitted for approval before all work will be performed. 6. Discounted prices on purchases of new exercise equipment. 7. Emergency service calls besides those stated in this contract can be made at a rate of $169.00 per hour. Quarterly Service of $175.00 Per Station Per Visit 4 Visits per Year This is for the 5 Palms Springs Fire Stations This Contract is good for 5 years. Annual Preventative Maintenance Non-Preventative Maintenance Visits Rate per Hour Estimated Repair Expense per Year Year 1 $3,500.00 $169.00 $1,000.00 Year 2 $3,500.00 $169.00 $1,000.00 Year 3 $3,500.00 $169.00 $1,000.00 Year 4 $3,500.00 $169.00 $1,000.00 Year 5 $3,500.00 $169.00 $1,000.00 $17,500.00 $5,000.00 TOTAL Not to exceed $22,500.00 Docusign Envelope ID: 7003B5ED-FBEF-4B57-99FF-48987229D288 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: 7003B5ED-FBEF-4B57-99FF-48987229D288 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: 7003B5ED-FBEF-4B57-99FF-48987229D288 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: 7003B5ED-FBEF-4B57-99FF-48987229D288 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: 7003B5ED-FBEF-4B57-99FF-48987229D288 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: 7003B5ED-FBEF-4B57-99FF-48987229D288 president John Griffith Fitness Repair Shop Inc 1/9/2025 CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$174.00 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:Fitness Repair Shop Inc DBA: Coast Fitness Owner:Fitness Repair Shop DBA Coast Fitness Mailing Address:4130 TIGRIS WAY RIVERSIDE, CA 92503 License Number:OC-007828-2024 Expiration Date:12/17/2025 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:4130 TIGRIS WAY, RIVERSIDE, CA 92503 Business Description:located in the city of Riverside conducting service in Palm Springs TO BE POSTED IN A CONSPICUOUS PLACE Docusign Envelope ID: 7003B5ED-FBEF-4B57-99FF-48987229D288 12/11/2024 The Liberty Company Insurance Brokers Lic #0D79653 25220 Hancock Ave, Suite 230 Murrieta CA 92562 Sunitha Jana 951-290-5040 951-319-4264 sjana@libertycompany.com Fitness Repair Shop, Inc., DBA: Coast Fitness Repair Shop 4130 Tigris Way Riverside CA 92503 Burlington Insurance Group 23620 Oak River Insurance Company 34630 24-25 GL / WC A X X X X Y 324BG0131003 2/19/2024 2/19/2025 2,000,000 100,000 5,000 2,000,000 2,000,000 2,000,000 B FIWC522561 7/14/2024 7/14/2025 X 1,000,000 1,000,000 1,000,000 The City of Palm Springs, its officials, employees, and agents are named as additional insured with respects to general liability per IFGG02711122, Insurance is Primary and Non-Contributory per IFGG02711122. Waiver of Subrogation for General Liability per IFGG02711122 and Workers Compensation per WC990410C (ed. 01-19). The Project Aggregate limit applies per form IFGG00650317. *Except 10 day notice for non-payment of premium/30 days for all other reason. City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Sunitha Jana/SJANA Y The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person)$ PERSONAL &ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PER STATUTE OTH- ER E.L.EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes,describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S)AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401) Docusign Envelope ID: 7003B5ED-FBEF-4B57-99FF-48987229D288 1001486 132849.12 03-16-2016 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-MAIL ADDRESS: 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 ER OTH- STATUTE PER LIMITS(MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) POLICY EFF POLICY NUMBERTYPE OF INSURANCELTR INSR 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 12/12/2024 Michael Ferraro 3700 Campus Dr Suite 204 Newport Beach CA 92660 MICHAEL FERRARO 714-962-6671 714-960-6580 MIKE@MICHAELFERRARO.COM Fitness Repair Shop, Inc DBA Coast Fitness Repair 4130 Tigris Way Riverside CA 92503 25178 A Y 387 2407-D17-75-009 10/17/2024 10/17/2025 2,000,000 State Farm does not insure Fitness Repair Shops General Liability or Workers Compensation Policies. A request has been submit to add The City of Palm Springs, its officials, employees, and agents are named as an additional insured to the policy above. Once processed an endorsement will follow by mail. This insurance is primary and non-contributory over any insurance or self-insurance the City may have or any and all work performed with the City. 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. City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 State Farm Mutual Automobile Insurance Company Docusign Envelope ID: 7003B5ED-FBEF-4B57-99FF-48987229D288 Docusign Envelope ID: 7003B5ED-FBEF-4B57-99FF-48987229D288 Docusign Envelope ID: 7003B5ED-FBEF-4B57-99FF-48987229D288 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. IFG-G-0271 11 22 Includes copyrighted material of ISO Properties, Inc., with its permission. Page 1 of 7 GENERAL LIABILITY ENHANCEMENT ENDORSEMENT – CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF TERMS AND CONDITIONS The following is a summary of the enhancements provided by this endorsement. For complete coverage details consult the endorsement language. COVERAGES ENHANCEMENT A.Aircraft, Auto Or Watercraft Watercraft Up To 51 Feet B. Increased Supplementary Payments – Coverages A And B $2,500 - Bail Bonds $500/Day Earnings C. Additional Insured – Owners, Lessees Or Contractors – Automatic Status When Required In Construction Agreement With You Included D. Additional Insured – Owners, Lessees Or Contractors – Completed Operations Included E. Additional Insured – Managers Or Lessors Of Premises Included F. Additional Insured – Grantor Of Licenses – Automatic Status When Required By Licensor Included G. Additional Insured – Lessor Of Leased Equipment – Automatic Status When Required In Lease Agreement With You Included H. Additional Insured – State Or Governmental Agency Or Subdivision Or Political Subdivision – Permits Or Authorizations Relating To Premises Included I. Additional Insured – Mortgagee, Assignee Or Receiver Included J. Newly Acquired Or Formed Organizations 120 days K.Increased Medical Payments $10,000 L. Duties In The Event Of Occurrence, Offense, Claim Or Suit Included M. Primary And Noncontributory – Other Insurance Included N. Waiver Of Transfer Of Rights Of Recovery Against Others To Us Included O. Liberalization Clause Included P.Limited Contractual Liability – Railroads Included Q.Mobile Equipment Redefined 1,000 lbs R. Application Of This Endorsement Included For the purposes of this endorsement, the word "insured" is used collectively, not separately; therefore, the inclusion of more than one insured will not increase the limits or coverage provided by this insurance. Policy # 324BG0131003 Docusign Envelope ID: 7003B5ED-FBEF-4B57-99FF-48987229D288 Page 2 of 7 Includes copyrighted material of ISO Properties, Inc., with its permission. IFG-G-0271 11 22 A. Aircraft, Auto Or Watercraft Paragraph g.(2)(a) of 2. Exclusions – Section I – Coverage A – Bodily Injury And Property Damage Liability is replaced with the following: (a)Less than 51 feet long; and B. Increased Supplementary Payments – Coverages A And B Paragraphs 1.b. and 1.d. of Supplementary Payments – Coverages A And B are replaced by the following: b.Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. C. Additional Insured – Owners, Lessees Or Contractors – Automatic Status When Required In Construction Agreement With You 1. Section II – Who Is An Insured is amended to include as an additional insured any person or organization for whom you are performing operations when you and such person or organization have agreed in a written contract or written agreement that such person or organization be added as an additional insured on your policy, provided such written contract or written agreement is fully executed prior to an "occurrence" in which coverage is sought under this policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" caused, in whole or in part, by: a.Your acts or omissions; or b.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. However, the insurance afforded to such additional insured: a.Only applies to the extent permitted by law; and b.Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. 2.With respect to the insurance afforded to the additional insured referenced in this Paragraph B., the following additional exclusions apply: This insurance does not apply to: a."Bodily injury", "property damage", or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: (1)The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; or (2)Supervisory, inspection, architectural, or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training, or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering, or surveying services. b."Bodily injury" or "property damage" occurring after: (1)All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2)That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. 3.With respect to the insurance afforded to the additional insured referenced in this Paragraph B., the following is added to Section III – Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: Docusign Envelope ID: 7003B5ED-FBEF-4B57-99FF-48987229D288 IFG-G-0271 11 22 Includes copyrighted material of ISO Properties, Inc., with its permission. Page 3 of 7 a. Required by the written contract or written agreement you have entered into with the additional insured; or b.Available under the applicable Limits of Insurance. whichever is less. This endorsement shall not increase the applicable Limits of Insurance. D. Additional Insured – Owners, Lessees Or Contractors – Completed Operations 1. Section II – Who Is An Insured is amended to include as an additional insured any person or organization, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location in a written contract or written agreement and performed for that additional insured and included in the "products-completed operations hazard", provided such written contract or written agreement is fully executed prior to an "occurrence" in which coverage is sought under this policy. However: a.The insurance afforded to such additional insured only applies to the extent permitted by law; and b.If coverage provided to the additional insured is required by a written contract or written agreement, the insurance afforded to such additional insured will not be broader than that which you are required by a written contract or written agreement to provide for such additional insured. 2.With respect to the insurance afforded to the additional insured referenced in this Paragraph C., the following is added to Section III – Limits Of Insurance: If coverage provided to an additional insured is required by a written contract or written agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a.Required by the written contract or written agreement; or b.Available under the applicable Limits of Insurance. whichever is less. This endorsement shall not increase the applicable Limits of Insurance. E. Additional Insured – Managers Or Lessors Of Premises 1. Section II – Who Is An Insured is amended to include as an additional insured any manager or lessor, but only with respect to "bodily injury", "property damage", or "personal and advertising injury" caused by or arising directly or indirectly, in whole or in part by you or those acting on your behalf in connection with the ownership, maintenance, or use of that part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: a.Any "occurrence" which takes place after you cease to be a tenant in that premises. b.Structural alterations, new construction, or demolition operations performed by or on behalf of such additional insured. However: a.The insurance afforded to such additional insured only applies to the extent permitted by law; and b.If coverage provided to the additional insured is required by a written contract or written agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. 2.With respect to the insurance afforded to the additional insured referenced in this Paragraph D., the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a written contract or written agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a.Required by the written contract or written agreement; or b.Available under the applicable Limits of Insurance. whichever is less. This endorsement shall not increase the applicable Limits of Insurance. Docusign Envelope ID: 7003B5ED-FBEF-4B57-99FF-48987229D288 Page 4 of 7 Includes copyrighted material of ISO Properties, Inc., with its permission. IFG-G-0271 11 22 F. Additional Insured – Grantor Of Licenses – Automatic Status When Required By Licensor 1. Section II – Who Is An Insured is amended to include as an additional insured any person or organization that grants licenses to you when you and such person or organization have agreed in a written contract or written agreement that such person or organization be named as an additional insured on your policy, provided such written contract or written agreement is fully executed prior to an "occurrence" in which coverage is sought under this policy. Such person or organization is an insured only with respect to their liability as grantor of licenses to you. However, the insurance afforded to such additional insured: a.Only applies to the extent permitted by law; and b.Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. A person's or organization's status as an additional insured under this endorsement ends when: a.The license granted to you by such person or organization expires; or b.Your license is terminated or revoked by such person or organization prior to expiration of the license as stipulated by the written contract or written agreement. 2.With respect to the insurance afforded to the additional insured referenced in this Paragraph E., the following is added to Section III – Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a.Required by the written contract or written agreement you have entered into with the additional insured; or b.Available under the applicable Limits of Insurance. whichever is less. This endorsement shall not increase the applicable Limits of Insurance. G. Additional Insured – Lessor Of Leased Equipment – Automatic Status When Required In Lease Agreement With You 1. Section II – Who Is An Insured is amended to include as an additional insured any person or organization from whom you lease equipment when you and such person or organization have agreed in a written contract or written agreement that such person or organization be added as an additional insured on your policy, provided such written contract or written agreement is fully executed prior to an "occurrence" in which coverage is sought under this policy. Such person or organization is an insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation, or use of equipment leased to you by such person or organization. However, the insurance afforded to such additional insured: a.Only applies to the extent permitted by law; and b.Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. A person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such leased equipment ends. 2.With respect to the insurance afforded to the additional insured referenced in this Paragraph F., this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. 3.With respect to the insurance afforded to the additional insured referenced in this Paragraph F., the following is added to Section III – Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a.Required by the written contract or written agreement you have entered into with the additional insured; or b.Available under the applicable Limits of Insurance. whichever is less. This endorsement shall not increase the applicable Limits of Insurance. Docusign Envelope ID: 7003B5ED-FBEF-4B57-99FF-48987229D288 IFG-G-0271 11 22 Includes copyrighted material of ISO Properties, Inc., with its permission. Page 5 of 7 H. Additional Insured – State Or Governmental Agency Or Subdivision Or Political Subdivision – Permits Or Authorizations Relating To Premises 1. Section II – Who Is An Insured is amended to include as an additional insured any state or governmental agency or subdivision or political subdivision subject to the following additional provision: This insurance applies only with respect to the following hazards for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization in connection with premises you own, rent, or control and to which this insurance applies: a.The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar exposures; or b.The construction, erection, or removal of elevators; or c.The ownership, maintenance, or use of any elevators covered by this insurance. However: a.The insurance afforded to such additional insured only applies to the extent permitted by law; and b.If coverage provided to the additional insured is required by a written contract or written agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. 2.With respect to the insurance afforded to the additional insured referenced in this Paragraph G., the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a written contract or written agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a.Required by the written contract or written agreement; or b.Available under the applicable Limits of Insurance. whichever is less. This endorsement shall not increase the applicable Limits of Insurance. I. Additional Insured – Mortgagee, Assignee Or Receiver 1. Section II – Who Is An Insured is amended to include as an additional insured any person or organization, but only with respect to their liability as mortgagee assignee, or receiver and arising out of the ownership, maintenance, or use of the premises by you. However: a.The insurance afforded to such additional insured only applies to the extent permitted by law; and b.If coverage provided to the additional insured is required by a written contract or written agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. 2.This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 3.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a written contract or written agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a.Required by the written contract or written agreement; or b.Available under the applicable Limits of Insurance. whichever is less. This endorsement shall not increase the applicable Limits of Insurance. J. Newly Acquired Or Formed Organizations Paragraph 3.a. of Section II – Who Is An Insured is replaced by the following: a.Coverage under this provision is afforded only until the 120th day after you acquire or form the organization or the end of the policy period, whichever is earlier; This insurance does not apply if coverage for the newly formed or acquired organization is excluded either by the provisions of this Coverage Form or by endorsement. Docusign Envelope ID: 7003B5ED-FBEF-4B57-99FF-48987229D288 Page 6 of 7 Includes copyrighted material of ISO Properties, Inc., with its permission. IFG-G-0271 11 22 K. Increased Medical Payments Section III – Limits Of Insurance, Paragraph 7. is replaced by the following: 7.Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. The Medical Expense Limit is the greater of $10,000 or the amount shown in the Declarations for Medical Expense Limit. This insurance does not apply if Medical Payments coverage is excluded either by the provisions of the Coverage Form or by endorsement. L. Duties In The Event Of Occurrence, Offense, Claim Or Suit The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV – Commercial General Liability Conditions: The requirement that you must see to it that we are notified as soon as possible of an "occurrence", offense, claim, or "suit" only applies after the "occurrence", offense, claim, or "suit" is reported to any insured listed under Paragraph 1. of Section II – Who Is An Insured or an "employee" authorized by you to give or receive such notice. Your rights under this policy will not be prejudiced if you fail to give us notice of an "occurrence", offense, claim, or "suit" if: a.That failure is solely due to your reasonable and documented belief that the "bodily injury", "property damage", or "personal and advertising injury" is not covered under this policy; or b.You report an "occurrence", offense, claim, or "suit" to your Workers Compensation insurer or your auto liability insurer and you later discover that you should have reported the "occurrence", offense, claim, or "suit" to us. However, you must give us notice as soon as possible after you become aware that the "occurrence", offense, claim, or "suit" may be covered under this policy, or that the "occurrence", offense, claim, or "suit" may be a general liability claim rather than a Workers Compensation or auto liability claim. M. Primary And Noncontributory – Other Insurance The following is added to Paragraph 4. Other Insurance of Section IV – Commercial General Liability Conditions, but only with respect to the insurance provided to additional insured(s): 4. Other Insurance Primary And Noncontributory Insurance This insurance is primary and will not seek contribution from any other insurance available to an additional insured under your policy. However, this endorsement: a.Applies only when you are required by a written contract, written agreement, or permit to provide primary and non-contributory coverage for the additional insured, provided such written contract, written agreement, or permit is fully executed prior to an "occurrence" in which coverage is sought under this policy, and b.Does not apply to any claim, loss, or liability due to the sole negligence of the additional insured. N. Waiver Of Transfer Of Rights Of Recovery Against Others To Us The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV – Commercial General Liability Conditions: We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only when you have agreed, in a written contract or written agreement to waive the rights of recovery, provided such written contract or written agreement is fully executed prior to an "occurrence" in which coverage is sought under this policy. O. Liberalization Clause The following condition is added to Section IV – Commercial General Liability Conditions: Liberalization If we make revisions to this Coverage Form during the policy period stated in the Declarations, that would broaden coverage under this Coverage Part without an additional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in your state. P. Limited Contractual Liability – Railroads For the purposes of this endorsement, the following replaces Paragraphs c. and f. of the Definitions section: 9. "Insured contract" means: c.Any easement or license agreement; Docusign Envelope ID: 7003B5ED-FBEF-4B57-99FF-48987229D288 IFG-G-0271 11 22 Includes copyrighted material of ISO Properties, Inc., with its permission. Page 7 of 7 f.That part of any other written contract or written agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. However, such part of a written contract or written agreement shall only be considered an "insured contract" to the extent your assumption of the tort liability is permitted by law. Tort liability means a liability that would be imposed by law in the absence of any written contract or written agreement. Paragraph f. does not include that part of any contract or agreement: (1)That indemnifies an architect, engineer, or surveyor for injury or damage arising out of: (a)Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; or (b)Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage. (2)Under which the insured, if an architect, engineer, or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in Paragraph (1) above and supervisory, inspection, architectural, or engineering activities. Q. Mobile Equipment Redefined For the purposes of this endorsement, the following replaces Paragraph f. of the Definitions section: 12."Mobile equipment": f.Vehicles not described in Paragraph a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment exceeding a gross vehicle weight of 1,000 pounds are not "mobile equipment" but will be considered "autos": (1)Equipment designed primarily for: (a)Snow removal; (b)Road maintenance, but not construction or resurfacing; or (c)Street cleaning; (2)Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3)Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". R. Application of This Endorsement If the terms and conditions provided by this endorsement conflict with other endorsements attached to this policy, the terms and conditions of the other endorsements will control, even if the other endorsements restrict or reduce coverage, unless such endorsements specifically provide that the coverage enhancements provided by this endorsement shall apply. All other terms and conditions of this Policy remain unchanged. Docusign Envelope ID: 7003B5ED-FBEF-4B57-99FF-48987229D288 Endorsement Effective: Policy No.: Insured: WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 04 10 C (Ed. 01-19) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA BLANKET BASIS We have the right to recover our payments from anyo ne 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 th e extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be c alculated by applying a factor of 2% to the total ma nual premium, with a minimum initial charge of $350, then a pplying all other pricing factors for the policy to this calculated charge to derive the final cost of this endorsement. This agreement shall not operate directly or indire ctly to benefit anyone not named in the Schedule. Schedule Blanket Waiver Person/Organization Blanket Waiver –Any person or organization for whom the Named Insur ed has agreed by written contract to furnish this waiver. Waiver Premium (prior to adjustments) 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.) Endorsement No.: Premium $ Insurance Company: WC 99 04 10 C Countersigned by ______________________________________ (Ed. 01-19) Job Description All CA Operations Oak River Insurance Company FIWC522561 787.00 07/14/2024 Docusign Envelope ID: 7003B5ED-FBEF-4B57-99FF-48987229D288