The URL can be used to link to this page

Home My WebLink About25I008 - Unified Power_____., ACORD8 CERTIFICATE OF LIABILITY INSURANCE 7/1/2026 l DATE (MM/DDNYYY) ~ 06/27/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVEL Y 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 R EPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) m u st have ADDITIONAL INSURED provisions or be endorsed . If SUBROGATION IS WAIVED, subject to the terms and condit ions of t he policy, c ertain policies may require an e ndorsement. A statement on this certificate does not c onfer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies, LLC ::;tm,':'"'' 444 W. 47th St., Ste. 900 PHONE I ~~~ M n\• /Ill(' Mn l'yt\• Kansas C ity MO 64112-1906 ~~n1'~~~. (816) 960-9000 kcasu@lockton.com RECEIVED INSUR ERISI AFFORDING COVERAGE NAIC# INSURER A: Hartford F i re Insurance Company 19682 INSURED U P ULTIMATE HOLDINGS, LLC INSURER B, AXIS Surplus Insurance Comoany 26620 H 561771 SEE ATTACHED FOR ADDITIONAL JUL 07 2025 INSURER C: ---SEE ATTACHMENT ---NAMED INSUREDS INSURER D: Hartford Accident and Indemnity Com_i::iariv 22357 217 METRO DRIVE TERRELL TX 75160 OFFICE OF THE CITY CLE 1 :lilllluRER E : Tokio Marine SDeci alty Insurance Company 23850 IN SURER F: Homeland Insurance r. ,. o f New Ynrk 34452 COVERAGES THIS IS TO CERT IFY THAT T HE POLICIES OF INSU RANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICAT ED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR COND ITION O F ANY CONTRACT OR OTH ER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN , THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO A L THE TERMS EXCLUSIONS AND CONDITlflNS OF SUCH Prn 1r.1Es . LIMITS s1-1nv. N MAY HAVI= Rl=EN REDI ,r.i:::n BY PAID CLAIMS INSR IA DDL ~ti POLICY EFF POLICY EXP LTR TYPE OF INSURA NCE INSD POLICY NUMBER IMM/DDIYYYY JMM/DDIYYYY LIMITS A X COMMERCIAL GE NERAL LIABILITY 371..,.:,c:1.1U3652 07/011£u2: 07/01/20£c EACH OCCURRENCE $ 2 000 000 c--D CLAIMS-MAD E [RJ OCCUR l :;'~~I~~~~ 'i"s::~· .. I ~LI c--5 300 000 CERTIFICATE NUMBER· 22046996 REVISION NUMBER· XXXXXXX y y MED EXP (MV one_person) s 5 000 --PERSONAL & ADV INJURY s 2 000 000 'GEN'L AGGRE GATE LIMIT APPLIES PER: GENE RAL AGGREGATE s 4 000 000 RPOLICY[Kj PRO· [Kl LOC PRODUCTS· COMP/OP AGG s 4 000 000 JECT OTHER: $ A AUTOMOBILE LIABILITY 37CSEQU3653 07/01/202~ 07/01/202€ COMB INED SI NGLE LIMIT s 1,000 000 -I !Ea accident) X ANY AUTO BO DILY INJURY (Pet person) $ xxxxxxx OWN ED r--SCHEDULED y y r-AUTOS ONLY r-AUTOS BODILY INJURY (Per accident) s xxxxxxx HI RED NON-OWNED 1Ffe?~tci1;,'f,1YAMAGE $ xxxxxxx ,__ AUTOS ONLY -AUTO S ON LY s xxxxxxx B X UMBRELLA LIAB -~·CC UR P-001-000926868-04 07/01/202! 07/01/202F EACH OCCURRENCE s 10 000 000 --C EXCESS LIAB LAIMS-MADE N N SEE ATTACHED 07/01/202! 07/01/202! AGGREG ATE s 10 000,000 OED I I RETENTION $ Prods/Comp Ops s 10,000,000 WORKERS COMPENSATION X l<aTATUTE I l~E'ii'" D ANO EMPLOYERS' LIABILITY Y I N 37WNQU3650 (AOS) 07/01/202! 07/01/202. ANY PROPRIETORIPARTNER.IEXECUTIVE []] N IA y E L. EACH ACC IDENT s 1,000 000 OFFIC ER/MEMBER EXCLUDED? {M-,,dito,y In NH) E.L. DISEASE • EA EMP LOYEE s 1 000 000 gr~:= 'b'rJPERATlONS below E.L. DISEASE· POLICY LIMIT s 1 000 000 E PROF/POLL LIABILITY PPK2691449-001 07/0 1/202: 07/01/202! $2M EACH CLAIM/$5M EACH POLL F N N 720000844-000 3 07/01/202~ 07/01/202E INCIDENT/$10M AGG CYBER LIAB $SM EACH OCC DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101 , Additional Remarks Schedu le, may be attached if more space is required) THE CITY OF PALM SPRINGS, ITS OFFICIALS, EMPLOYEES, AND AGENTS ARE ADDITIONA L INSURED ON G ENERAL LIABILITY AND AUTO LIABILITY COVERAGE, ON A PRIMARY, NON-CONTRIBUTORY BASIS, IF REQU IRED BY WRITTEN CONTRACT. WAIVER OF SUBROGATION IN FAVOR OF THE ADDITIO NAL INSURED APPLIES ON GENERAL LIABILITY, AUTO LIABILITY AND WORKERS COMPENSAT ION/EMPLOYER'S LIABILITY COVERAGE, IF REQUIRED BY WRITTEN CONTRACT AND WHERE ALLOWED BY LAW. COVERAGE IS SU BJECT TO T H E T ERMS AND CONDITIONS OF THE POLICY. CERTIFICATE HOLDER CA NCELLATION See Attacnment SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDAN CE W ITH THE POLICY PROVISIONS. 22046996 AUTHORIZED REPRESE NTATIVE CITY O F PALM SPRINGS 3200 E . T AHQUITZ CANYON WAY PALM SPRI NGS CA 9 2262 t ~ "'7 ~ 19 1:,oo-.:u15 A~URD .. _ • ..__ft , ,uN. All rignts reserved ACORD 25 (2016/03) The ACORD name and l ogo are registered marks of ACORD Attachment Code : D671354 Master ID: 1561771 , Certificate ID: 22046996 Named Insureds: UP Ultimate Holdings LLC UP Intermediate Holding Corp . UP Acquisition Corp. Unified Power Acquisition Corp. On Computer Services, LLC Power Protection Services, LLC System Engineering International , LLC On Computer Services, LLC S.E.P .S., Inc . D/B/A Critical Power USA D/B/A SEPS 0/B/A Core Power Services D/B/A Computer Power Systems D/B/A Tristar Power Systems D/B/A Tristar Power Solutions D/B/A Power Backups & Solutions D/B/A Unified Power D/B/A 24/7 Technology D/B/A Core Power D/B/A Standby Electrical Power Systems (SEPS) On Computer Services, L.L.C. d/b /a Uptroni x Uptroni x, Inc . Computer Power Systems, Inc. On Computer Services, L.L .C . d /b/a Uptroni x 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) UPS & Battery Maintenance Unified Power Sadaff Khan Sadaff.khan@unifiedpowerusa.com UPS Battery preventative maintenance for PSP and City Hall (Amendment #2: Replacing batteries on S/N: PD0907160044) $45,997.10 + $3,268.32 = $49,265.42 1/20/25 - 1/19/2028 (No Change) n/a Robert Blair: robert.blair@unifiedpowerusa.com Christina Silva: Christina.Silva@unifiedpowerusa.com Information Technology Larry Klingaman N/A 25I008 #2 Yes Yes Yes Department - No 5/7/25 Rene Sanchez Docusign Envelope ID: 53716A19-814A-424A-8897-8E32E5931BA6 55575.18100\42913029.1 Page 1 of 4 (BB&K 2024) AMENDMENT NO. 2 TO THE UPS & BATTERY MAINTENANCE AGREEMENT (25I008) BETWEEN THE CITY PALM SPRINGS AND ON COMPUTER SERVICES LLC DBA UNIFIED POWER 1. Parties and Date. This Amendment No. 2 to the UPS & Battery Maintenance Agreement is made and entered into as of this 8th day of May, 2025, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and On Computer Services LLC DBA Unified Power, a Texas limited liability company. City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. City and Contractor entered into an agreement titled “UPS & Battery Maintenance Agreement” dated January 27th, 2025 (“Agreement”) for the purpose of retaining the services of Contractor to provide UPS Battery preventative maintenance in an amount not to exceed $36,528 and a term of 1/20/2025 to 1/19/2028. 2.2 First Amendment. City and Contractor entered into Amendment No. 1 to the Agreement, dated March 3rd, 2025, for the purpose of expanding scope of services to replace a failed power module and provide additional compensation. 2.3 Amendment Purpose. City and Contractor now desire to amend the Agreement to expand the scope of this agreement to include battery replacement for UPS 4 (S/N: PD0907160044) and provide additional compensation in the amount of $3,268.32. 2.4 Amendment Authority. This Amendment No. 2 is authorized pursuant to Section D3 of the Agreement. 3. Terms. 3.1 Amendment. The Agreement is hereby amended to expand the scope of work to include battery replacement for UPS 4 (S/N: PD0907160044) in Proposal # 182745 - Rev: 1 dated 4/01/25: “Exhibit A is attached hereto and incorporated herein by reference for a new not to exceed cost of $49,265.42.” 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 2. From and after the date of this Amendment No. 2, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 2. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the Docusign Envelope ID: 53716A19-814A-424A-8897-8E32E5931BA6 55575.18100\42913029.1 Page 2 of 4 (BB&K 2024) obligations they have undertaken pursuant to this Amendment No. 2. 3.4 Severability. If any portion of this Amendment No. 2 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5 Counterparts. This Amendment No. 2 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] Docusign Envelope ID: 53716A19-814A-424A-8897-8E32E5931BA6 55575.18100\42913029.1 Page 3 of 4 (BB&K 2024) SIGNATURE PAGE FOR AMENDMENT NO. 2 TO THE UPS & BATTERY MAINTENANCE AGREEMENT (25I008) BETWEEN THE CITY PALM SPRINGS AND ON COMPUTER SERVICES LLC DBA UNIFIED POWER 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 $150,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 Docusign Envelope ID: 53716A19-814A-424A-8897-8E32E5931BA6 5/8/2025 5/20/2025 5/22/2025 55575.18100\42913029.1 Page 4 of 4 (BB&K 2024) Exhibit A: Proposal #182745 for Battery replacement on UPS 4 Docusign Envelope ID: 53716A19-814A-424A-8897-8E32E5931BA6 Docusign Envelope ID: 53716A19-814A-424A-8897-8E32E5931BA6 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) UPS & Battery Maintenance Unified Power Sadaff Khan Sadaff.khan@unifiedpowerusa.com UPS Battery preventative maintenance for PSP and City Hall (Amendment #1: Replacing failed power module) $36,528 + $9,469.10 = $45,997.10 1/20/25 - 1/19/2028 n/a Robert Blair: robert.blair@unifiedpowerusa.com Christina Silva: Christina.Silva@unifiedpowerusa.com Information Technology Larry Klingaman n/a 25I008 #1 Yes Yes Yes Department - No 3/3/25 Rene Sanchez Docusign Envelope ID: 8E1D217E-0A87-4D49-834B-22E05F4282CF Page 1 of 4 Revised: 10.31.23 AMENDMENT NO. 1 TO THE UPS & BATTERY MAINTENANCE AGREEMENT (25I008) BETWEEN THE CITY PALM SPRINGS AND ON COMPUTER SERVICES LLC DBA UNIFIED POWER 1. Parties and Date. This Amendment No. 1 to the UPS and Battery Maintenance Agreement is made and entered into as of this 3rd day of March, 2025, by and between the City of Palm Springs (“City”) and On Computer Services LLC DBA Unified Power, a Texas limited liability company, with its principal place of business at 217 Metro Drive, Terrell TX 75160 (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. The City and Contractor have entered into an agreement entitled “UPS & Battery Maintenance Agreement” dated January 27th, 2025 (“Agreement”) for the purpose of retaining the services of Contractor to provide UPS Battery preventative maintenance for an amount not to exceed $36,528 and a term of 1/20/2025 to 1/19/2028. 2.3 Amendment. The City and Contractor desire to amend the Agreement to replace a failed power module covered under the agreement and provide additional compensation. 2.4 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section D3 of the Agreement. 3. Terms. 3.1 The Agreement is hereby amended to expand the scope of work to include replacement of a failed power module in Proposal # 180970 - Rev: 1 dated 2/19/25: “Exhibit A is attached hereto and incorporated herein by reference for a new not to exceed cost of $45,997.10.” 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations Docusign Envelope ID: 8E1D217E-0A87-4D49-834B-22E05F4282CF Page 2 of 4 Revised: 10.31.23 they have undertaken pursuant to this Amendment No. 1. 3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] Docusign Envelope ID: 8E1D217E-0A87-4D49-834B-22E05F4282CF Page 3 of 4 Revised: 10.31.23 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND ON COMPUTER SERVICES, LLC DBA UNIFIED POWER 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: 8E1D217E-0A87-4D49-834B-22E05F4282CF 3/4/2025 3/4/2025 3/4/2025 Page 4 of 4 Revised: 10.31.23 Exhibit A: Proposal # 180970 for Power Module replacement Docusign Envelope ID: 8E1D217E-0A87-4D49-834B-22E05F4282CF 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) UPS & Battery Maintenance Unified Power Sadaff Khan UPS Battery preventative maintenance for PSP and City Hall $36,528.00 3 years: 1/20/25 - 1/19/28 N/A Robert Blair: robert.blair@unifiedpowerusa.com Sadaff Khan: Sadaff.khan@unifiedpowerusa.com Information Technology Larry Klingaman N/A 25I008 N/A Yes Yes - Department - No 3 Quotes 1/9/2024 Rene Sanchez Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE sadaff.khan@unifiedpowerusa.com www.unifiedpowerusa.com Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE UPS & Battery Maintenance Invoice To: End User: City of Palm Springs Palm Springs International Airport 3400 E Tahquitz Canyon Way Suite OFC Palm Springs, CA 92262 City of Palm Springs City of Palm Springs, 3200 East Tahquitz Canyon Way, Palm Springs, CA 92262, US Manufacturer Model Serial # Batt Qty Coverage PM Frequency Price Eaton Powerware 9355 Series BJ512KXX07 PM/8hr 1 Major 5x8 / 1 Minor 5x8 $1,614.58 12 PM/8hr Semi Annual VRLA 5x8 $32.09 APC ED0402000560 PM/8hr 1 Major 5x8 / 1 Minor 5x8 $1,761.55 12 PM/8hr Semi Annual VRLA 5x8 $32.09 12 PM/8hr Semi Annual VRLA 5x8 $32.09 12 PM/8hr Semi Annual VRLA 5x8 $32.09 12 PM/8hr Semi Annual VRLA 5x8 $32.09 APC Smart-UPS Series PS0843340619 PM/8hr 1 Major 5x8 / 1 Minor 5x8 $1,614.58 12 PM/8hr Semi Annual VRLA 5x8 $32.09 12 PM/8hr Semi Annual VRLA 5x8 $32.09 12 PM/8hr Semi Annual VRLA 5x8 $32.09 12 PM/8hr Semi Annual VRLA 5x8 $32.09 Xtreme Power TX07190400010 PM/8hr 1 Major 5x8 / 1 Minor 5x8 $1,023.60 40 PM/8hr Semi Annual VRLA 5x8 $579.59 APC QD2345140371 PM/8hr 1 Major 5x8 / 1 Minor 5x8 $1,761.55 12 PM/8hr Semi Annual VRLA 5x8 $32.09 sadaff.khan@unifiedpowerusa.com Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE City of Palm Springs, 3200 East Tahquitz Canyon Way, Palm Springs, CA 92262, US Manufacturer Model Serial # Batt Qty Coverage PM Frequency Price 12 PM/8hr Semi Annual VRLA 5x8 $32.09 12 PM/8hr Semi Annual VRLA 5x8 $32.09 12 PM/8hr Semi Annual VRLA 5x8 $32.09 APC QD2314180622 PM/8hr 1 Major 5x8 / 1 Minor 5x8 $1,467.61 12 PM/8hr Semi Annual VRLA 5x8 $32.09 12 PM/8hr Semi Annual VRLA 5x8 $32.09 12 PM/8hr Semi Annual VRLA 5x8 $32.09 40 PM/8hr Semi Annual VRLA 5x8 $579.59 Site Total: $10,916.00 Coverage Legend Coverage Description PM/8hr Preventive Maintenance Only, 8hr Emergency Response Time 7x24, Repairs Billable Summary City of Palm Springs, 3200 East Tahquitz Canyon Way, Palm Springs, CA 92262, US $10,916.00 Tax $0.00 Total $10,916.00 sadaff.khan@unifiedpowerusa.com Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE Annual Agreement and Terms Contract Start Contract End Payment Term Billing Cycle 01/20/2025 01/19/2026 Net 30 Days 1 Year Annual Billing in Advance Proposal expires 30 days after the contract start date Multi-Year Service Contract Pricing Options In order to save on an annual service contract that would typically include a 3-5% annual price escalation, and also to reduce the risk of parts price increases on full service contracts, a 3-year fixed price multi-year service contract option is available. Pricing for each year would be as follows: Year 1: $10,916.00 Year 2: $12,806.00 Year 3: $12,806.00 To lock in the fixed price for 3 years, one of the following is required: 1. Initial below to select this option and sign the proposal at the bottom 2. Initial below to select this option and provide a purchase order for the full 3 year term 3. Initial below to select this option and provide a Master Service Agreement addendum or schedule for the full 3 year term Additional discounts are available if a multi-year contract is paid in full in advance. Please contact your Sales Rep for more information on this option. (____ ) Initial here if you would like to purchase the Multi-Year option Unified Power's Terms & Conditions will apply to orders based on this proposal. https://unifiedpowerusa.com/terms-and-conditions Unified Power's Standard Terms are part of this Agreement and constitutes the entire Agreement between the parties and shall exclusively control the relationship of the parties, with regard to this Agreement. Printed, preprinted or other terms on the face or reverse side of Buyer's Purchase Order shall not be binding. By signing below the Purchaser represents that it is the owner of the Covered Equipment or, if it is not the owner that it has the authority to enter into this agreement. Unified Power City of Palm Springs Signature: Signature: Date: Date: Printed Name: Printed Name: Title: Title: sadaff.khan@unifiedpowerusa.com Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE Service Agreement Unified Power will provide Preventive (PM), Emergency, or Corrective services in accordance with the following coverage descriptions, as further defined in Unified Power's related proposal for services (Proposal) and the attached detailed Scopes of Work. Agreements which include equipment encompassing all described types of coverage are Full Service (FS) Agreements. Emergency and Corrective services are available under PM Agreements at Time and Material (T&M) rates attached. This Service Agreement is made and entered into by Unified Power and Customer expressly subject to Unified Power's General Terms and Conditions located at https://unifiedpowerusa.com/terms-and-conditions A. SCHEDULED MAINTENANCE: 1. The Preventive Maintenance (PM) inspection requirements will be scheduled during the contracted period: a. Minor PM inspection(s) will be scheduled at the convenience of Unified Power. b. Major PM inspection will be scheduled at the convenience of the Customer. 2. Unified Power will make a maximum of (3) attempts to schedule the PM inspections. Failure by client to respond or allow access to client's facilities may result in cancellation of the PM inspections. a. Should the PM applicable to equipment under FS coverage not be scheduled within the Agreement term due to Customer delay, such PM will be forfeited, no prorated PM value will be refunded. b. Should the PM be cancelled or delayed by the customer less than 72 hours prior to the confirmed scheduled time, the customer may be charged four (4) hours minimum based on current Time and Material Rates or cancel the PM inspection. c. Unified Power reserves the right to schedule PM inspections with advanced notice of at least forty-eight (48) business hours, unless otherwise stipulated in the Agreement. 3. Unified Power may, at its discretion, provide necessary PM inspections during emergency service visits. B. EMERGENCY SERVICE (Included under FS Agreements, available under PM Agreements on a T&M basis): 1. Emergency Service is defined as the service required to restore the covered equipment to an operational status following an unexpected interruption in service. 2. Response Time is defined, for purposes of this agreement, as the time from receipt of an emergency call by Unified Power to the arrival of a technician on site at the equipment location. 3. Unified Power will provide Emergency service according to the response time specified in the Proposal. C. UPS CORRECTIVE SERVICE (Included in FS Agreements, available in PM Agreements on a (T&M) basis): 1. Corrective Service (If covered under FS Agreement): a. Equipment that has not been serviced by Unified Power within 90 days prior the start date of the Agreement is subject to evaluation and certification to decide if it is in acceptable working condition prior to acceptance of this agreement. Evaluation will be performed at the time of initial preventive maintenance visit. b. Non-mandatory field modifications and previously released field modifications are considered pre-existing conditions. c. Evaluation and certification must occur within 30 days of the Agreement start date. As determined by results, any remedial action needed to bring equipment into compliance with manufacturer's specifications will be at Customer's expense. d. Unit must be placed in bypass during completion of evaluation and certification for major PM service. Failure of customer to allow will result in the coverage downgraded to PM only. Corrective action will be billed per Time and Material Rates. e. Should Customer decline to approve such remedial action, the Agreement will be voided, and any payments already received by Unified Power will be refunded, less any charges for services performed. f. Unified Power will provide Corrective service for problems not immediately impacting system reliability on a 0700 to 1800 hours Monday through Friday basis. 2. Parts Usage (If covered under FS Agreement): a. Parts used in repair of equipment specified in the Agreement are included; replacement coverage is limited to the annual value of the Service Agreement. Parts used to total a value in excess of the annual agreement value will be supplied upon client approval and invoiced. sadaff.khan@unifiedpowerusa.com Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE i. Exceptions: Power Modules, Batteries, major magnetics, external breakers, full AC or DC capacitor banks. ii. All parts replaced under this Agreement will become property of Unified Power. b. Customer parts used under this Agreement will be replaced. i. Exceptions: Batteries, major magnetics, external breakers, full AC or DC capacitor banks. D. BATTERY, GENERATOR, & ELECTRICAL SERVICES: 1. Should battery and or generator maintenance be provided by Unified Power within this Agreement, services will be performed in accordance with general manufacturer's recommendations and standard industry practice as outlined in the attached Scopes of Work as applicable 2. Scheduled Maintenance terms apply, See Section A. 3. Corrective, Installation & project services will be proposed separately and billed per project or T&M rates. E. LOCATION AND ACCESS: 1. The maintenance of equipment is limited to the location specified in the Agreement. 2. The customer will provide adequate working space and facilities for use by Unified Power and proper storage of parts 3. Customer will allow Unified Power ready access to site and equipment, subject to Customer's reasonable internal security and safety rules 4. Delays & cancelations caused by reasons solely within Customer’s control are billable. F. CUSTOMER RESPONSIBILITIES (applicable to equipment under FS coverage only): 1. Customer shall provide the following: a. Inspection and replacement of air filters on a routine basis b. All applicable equipment areas kept clean and free of loose debris c. A temperature in all applicable equipment areas at or below 84 degrees Fahrenheit d. Humidity control in all applicable equipment areas e. Covered equipment areas maintained free of corrosive elements G. TERM and TERMINATION: 1. Service under this Agreement will begin on the effective date of this Agreement and end at the conclusion of the term indicated above. Upon expiration of the initial term, the parties shall have the right to extend the term of this Agreement for subsequent one (1) year terms upon mutual written agreement, or as otherwise agreed to by the parties in writing. 2. Notwithstanding the foregoing, Either party may terminate this Agreement at any time upon thirty (30) days written notice. In the event of early termination of FS coverage, the prorated portion will be returned. H. EXCEPTIONS & EXCLUSIONS: 1. If covered equipment is no longer supported by the original equipment manufacturer, has reached end of life, or the model has been replaced, the repair labor and parts required to repair failed equipment will be provided on a “best-effort” basis. Should parts be unavailable for equipment under FS coverage, the Agreement will be reduced to PM Only and pro rata value for the balance of the contract term will be refunded. 2. In the event covered equipment fails and is deemed “beyond repair,” Unified Power will refund the unused portion of the corrective maintenance term associated with the failed unit. sadaff.khan@unifiedpowerusa.com Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE 3. Equipment modification or any additional services or testing beyond the scope described herein and attached and testing of equipment modifications made by the Customer are excluded. 4. Field modifications issued by a manufacturer during the term of the Agreement are not covered under Corrective Service unless they pose safety concerns and are subject to the availability of OEM services to Unified Power 5. Reset of alerts, timers or adjustments protected by proprietary software are excluded. 6. Labor will be charged to Customer at the current Time & Material rates for the repair or service of the equipment under FS coverage, in the event any of the following conditions occur during the term of the Agreement: a. Persons other than Unified Power attempt to repair or maintain the equipment covered by this Agreement. b. Damage to the equipment covered by this Agreement results from acts of God or all external causes including, but not limited to, all insurable risks. c. Damage to equipment covered by this Agreement results from failure to maintain a reasonable temperature or state of cleanliness. d. Unified Power is required by the Customer to use outside personnel to provide services under this Agreement. The cost of any such outside personnel shall be the Customer's sole responsibility. e. Failure of or damage to equipment covered by this Agreement resulting from failure of Customer to order quoted replacement of parts excluded from FS coverage. f. Repairs or adjustments requiring manufacturer's proprietary software not available to Unified Power. Unified Power will facilitate such services between Customer any applicable manufacturer as necessary. sadaff.khan@unifiedpowerusa.com Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE UPS Inspection Major Attachment U200 The following is an outline of general items reviewed and evaluated by Unified Power during a Major PM inspection of the UPS unit. All tasks listed under the UPS Inspection Minor will be performed during a major PM visit. All inspections are designed to be performed during offline operation, in the bypass mode. Certain tasks listed below may remain incomplete if they are not applicable to the model type, and/or if executing them poses a safety hazard, or if UPS cannot be bypassed or shut down. Methods of Procedure (MOPs) to be followed in conjunction with PM services, specialized MOPs are available on request and charged based on Preferred Time and Material Rates (U901). I. Visual Inspection A. Initial consultation to review the scope of work, assessing the feasibility of testing, and considering any potential negative impacts of Maintenance inspections on unit/facility operations. B. Inspect all printed circuit boards connections for cleanliness, swab contacts if necessary. C. Inspect all power connections for signs of overheating. D. Inspect all subassemblies, bridges and legs for signs of component defects or stress. E. Inspect all DC capacitors for signs of leakage and swelling. F. Inspect all AC capacitors for signs of leakage and swelling. G. Inspect and inventory all customer owned spare parts. II. Internal Operating Parameters A. Inverter leg input and output current (if applicable) B. Output filter current average phase balance (if applicable) C. AC Protection settings and operation (if applicable) D. DC Protection settings and operation (if applicable) E. Input and Output Frequency settings. F. Verify DC filter capacitance. G. Verify AC tank and trap filter capacitance. III. External Operating Parameters A. Record System Input Voltages(all phases) B. Record System Input Currents(all phases) C. Record DC Charging Voltage (float and equalize) D. Rectifier phase on and walk up E. Inverter phase on and walk up F. Adjust all panel meters to measured values G. System Bypass Voltages (all phases) H. Manual andUV Transfer Testing, verify uninterrupted transfer. I. Conduct a power outage simulation, closely monitoring and metering the batteries throughout the process. J. Generator Testing to be completed in conjunction with customer, if requested. IV. Environmental Parameters A. UPS area ambient temperature and condition of ventilating equipment. B. General Cleanliness of UPS internals C. General Cleanliness of the area surrounding the UPS unit. D. Replace all air filters. E. Clean control panel/CRT screen. V. Battery Cabinet Checks A. General appearance of Battery System (all types) sadaff.khan@unifiedpowerusa.com Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE B. General cleanliness of Battery System area. (all types) C. Battery System area ambient temperature and condition of ventilating equipment. VI. Monitoring System Parameters A. Alarm archive review B. Alarm lamp test - local and remote C. Replace all open monitor bulbs D. Download and review alarm history VII. General A. Customer Consultation B. Verbal Recommendations C. General Observations D. Following the Major PM inspection, a written report will be provided detailing the results of the inspection, and making specific recommendations toward future remedial action, upgrades, or sparing. Rev. 202406 sadaff.khan@unifiedpowerusa.com Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE UPS Minor Inspection Attachment U201 The following is an outline of general items reviewed and evaluated by Unified Power during a Minor PM inspection of the UPS unit. All inspections are designed to be performed during offline operation, in the bypass mode. Certain tasks listed below may remain incomplete if they are not applicable to the model type, and/or if executing them poses a safety hazard, or if UPS cannot be bypassed or shut down. Methods of Procedure (MOPs) to be followed in conjunction with PM Services, specialized MOPs are available on request and charged based on Preferred Time and Material Rates (U-901). I. Visual Inspection A. Inspect visible fans for proper operation. B. Inspect all power connections for signs of overheating. C. Inspect all DC capacitors for signs of leakage, if visible. D. Inspect all AC capacitors for signs of leakage, if visible. E. Inspect and inventory all customer owned spare parts. II. Environmental Parameters A. UPS area ambient temperature and condition of ventilating equipment. B. General Cleanliness of UPS internals C. General Cleanliness of the area surrounding the UPS unit. D. Replace all air filters. E. Clean control panel III. Battery Checks A. Battery System area ambient temperature and humidity. B. Operating condition of ventilation and cooling equipment. C. General appearance of Battery System (all types) D. General cleanliness of Battery System area. (all types) IV. Monitoring System Parameters A. Review alarm history / event queue. B. Record System Input Voltages, Currents, and Frequency (all phases). C. Record Rectifier Input Voltages, Currents, and Frequency (all phases). D. Record DC Charging Voltages and Current E. Record Inverter Output Voltages, Currents, and Frequency (all phases). F. Record System Output Voltages, Currents, and Frequency (all phases). G. Record System Bypass Voltages and Currents(all phases). H. Operation of control and status panel lamp tests - local and remote I. Operating status of remote monitor status panels V. General A. Customer Consultation B. Verbal Recommendations C. General Observations D. Submit Report within 5 days Rev. 202406 sadaff.khan@unifiedpowerusa.com Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE Valve Regulated Battery System (Sealed) Annual/Semi-Annual Inspection Attachment U300 The following is an outline of general items reviewed and evaluated by Unified Power during an Annual or Semi-Annual Battery PM inspection of the battery plant. No Battery PM services will be performed on Holidays observed by Contractor. All inspections are designed to be performed during on-line operation. A review of all hardware and/or processes may not be applicable to all equipment models. Annual/Semi-Annual Maintenance Inspection Includes: Measure and record the overall system float voltage, A/C ripple, and individual battery voltages. Record internal resistance, impedance, or conductance of batteries. Measure and record ambient temperature and all negative post temperatures and record any anomalies. Visually inspect conditions and appearance of the following: Main terminal connections, intercell/unit connectors, cables, and associated hardware. Cell/unit covers, containers, and post seals. Battery racks or cabinets and associated components and hardware. Mechanicals and Housekeeping Review: With battery breaker open/off complete 100% battery post torque check on annual PM only Retorque all battery connections found to be beyond acceptable contact resistance values. Connection resistances remaining above acceptable limits should be analyzed to determine the effect of the increased resistance on connection integrity, remedy as required. Perform cleaning of accessible surfaces and surrounding areas. Inspect the following: Float and equalize voltage settings. Operation of output current and voltage meters. General housekeeping of equipment. Review of Customer maintained records and safety documentation: Check for warning/hazard labels and operation information placards. Inspect area for safety equipment if required. Provide Customer with a written report: Describe condition of the batteries and any maintenance which Contractor deems necessary. Submit Report within 5 days Rev. 202406 sadaff.khan@unifiedpowerusa.com Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE Preferred Time and Material Rates Attachment U901 Preferred Time and material rates apply to remedial/emergency services performed by Unified Power engineers on contracted clients. Remedial service requiring emergency response for equipment failures is available 24 hours a day, 365 days a year. Rates do not apply to scheduled services, such as special testing, battery string replacement, or other specific services which are quoted on a fixed-price basis upon request. Contracted clients receive 15% off of standard labor rates and discounts off of parts list price. Unified Powers Standard Terms Conditions apply for services performed. Rates are subject to change * Travel and Labor Rates Service Type Regular Hours1 Off Hours2 Holiday UPS Services $172.00/Hour $265.00/Hour $370.00/Hour DC/Electronic Services $172.00/Hour $265.00/Hour $370.00/Hour Battery Services $140.00/Hour $220.00/Hour $290.00/Hour Managed Service As Proposed Expenses Billed at Cost Auto Mileage $1.25 per Mile Materials//Parts Current Pricing, FOB Shipping Point Same Day Response Subject to availability, May be subject to Premium Charge Calculation of Charges Portal to Portal * Minimum of 4 hours required for the services 1 Regular Hours : Monday - Friday from 8am to 5pm. 2 Off Hours : Monday - Friday and Weekends Effective: 08/01/19 sadaff.khan@unifiedpowerusa.com Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND UNIFIED POWER ACQUISITION CORP. 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: FC3D057A-46DF-4881-9A14-84FB3D8494EE 1/22/2025 1/27/2025 1/27/2025 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 11/5/2024 Edgewood Partners Insurance Center, Inc. 301 Grant Street, Suite 470 Pittsburgh, PA 15219 412-274-1709 412-927-1272 Phoenix Insurance Company 25623 Travelers Indemnity Co of America 25666 Travelers Casualty and Surety Co of Amer 31194 Travelers Casualty and Surety Company 19038 A 1,000,000630-2Y428553 5/23/2024 5/23/2025 500,000 3 10,000 3 1,000,000 2,000,000 2,000,00033 B 810-2Y428393-24-13-G 5/23/2024 5/23/2025 1,000,000 3 Auto Physical Damage $1,000 Collision PPT 3 $1,000 Comprehensive PPT3 3 Hired Phys. Dmg. $100,000. C CUP-2Y501945-24-13 5/23/2024 5/23/2025 15,000,00033 15,000,000 3 10,000 D UB-2Y496746-24-13-G 5/23/2024 5/23/2025 3 1,000,000nStop Gap for 1,000,000ND/OH/WA/WY 1,000,000 Sean Andreas Kate Findlay Kate.Findlay@epicbrokers.com Unified Power Acquisition Corp; On Computer Services, L.L.C.; Power Protection Services, LLC; S.E.P.S., Inc.; Core Power Services 217 Metro Drive Terrell TX 75160 82618300 3 3 3 liability policies on a primary and non-contributory basis as required by written contract for any and all work performed with the City. Waiver and where permissible by law. The umbrella is following form. Should any of the above described policies be canceled before the expiration date City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs CA 92262 The City of Palm Springs, its officials, employees, and agents are named as additional insureds as respects the general liability and auto of subrogation in favor of the additional insureds is granted as regards the workers compensation and employer's liability per contract requirements thereof, the issuing company will mail 30 days written notice to the Certificate Holder named. 82618300 | 2024 Main Master Liab (new) | Kate Findlay | 11/5/2024 12:11:29 PM (EST) | Page 1 of 18 Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: Named Insureds: UP Ultimate Holdings LLC UP Intermediate Holding Corp. UP Acquisition Corp. Unified Power Acquisition Corp. On Computer Services, L.L.C. Power Protection Services, LLC System Engineering International, LLC On Computer Services, LLC S.E.P.S., Inc. D/B/A Critical Power USA D/B/A SEPS D/B/A Core Power Services D/B/A Computer Power Systems D/B/A Tristar Power Systems D/B/A Tristar Power Solutions D/B/A Power Backups & Solutions D/B/A Unified Power D/B/A 24/7 Technology D/B/A Core Power D/B/A Standby Electrical Power Systems (SEPS) On Computer Services, L.L.C. d/b/a Uptronix Edgewood Partners Insurance Center, Inc.Unified Power Acquisition Corp; On Computer Services, L.L.C.; Power Protection Services, LLC; S.E.P.S., Inc.; Core Power Services 217 Metro Drive Terrell TX 75160 25 Certificate of Liability (03/16) ATTACHMENT HOLDER: ADDRESS: City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs CA 92262 82618300 | 2024 Main Master Liab (new) | Kate Findlay | 11/5/2024 12:11:29 PM (EST) | Page 2 of 18 Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED – PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2.The following is added to Paragraph B.5.,Other Insurance of SECTION IV – BUSINESS AUTO1.The following is added to Paragraph A.1.c., Who CONDITIONS:Is An Insured, of SECTION Il – LIABILITY COVERAGE:Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, thisThis includes any person or organization who you insurance is primary to and non-contributory withare required under a written contract or applicable other insurance under which anagreement between you and that person or additional insured person or organization is theorganization, that is signed by you before the first named insured when the written contract or"bodily injury" or "property damage" occurs and agreement between you and that person orthat is in effect during the policy period, to name organization, that is signed by you before theas an additional insured for Liability Coverage,"bodily injury" or "property damage" occurs andbut only for damages to which this insurance that is in effect during the policy period, requiresapplies and only to the extent of that person's or this insurance to be primary and non-contributory.organization's liability for the conduct of another "insured". CA T4 74 08 17 ú 2016 The Travelers Indemnity Company. All rights reserved.Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 810-2Y428393-24-13-G 05/23/2024 82618300 | 2024 Main Master Liab (new) | Kate Findlay | 11/5/2024 12:11:29 PM (EST) | Page 3 of 18 Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. GENERAL DESCRIPTION OF COVERAGE – This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE – LOSS OF USE – INCREASED LIMITB. BLANKET ADDITIONAL INSURED I. PHYSICAL DAMAGE – TRANSPORTATIONC. EMPLOYEE HIRED AUTO EXPENSES – INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL EFFECTS K. AIRBAGSE. SUPPLEMENTARY PAYMENTS – INCREASED LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSSF. HIRED AUTO – LIMITED WORLDWIDE COVERAGE – INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE – GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED as an additional insured for Liability Coverage, but only for damages to which this insuranceThe following is added to Paragraph A.1., Who Is applies and only to the extent of that person's orAn Insured, of SECTION II – LIABILITY organization's liability for the conduct of anotherCOVERAGE:"insured".Any organization you newly acquire or form C. EMPLOYEE HIRED AUTOduring the policy period over which you maintain 50% or more ownership interest and that is not 1.The following is added to Paragraph A.1., separately insured for Business Auto Coverage.Who Is An Insured, of SECTION II – Coverage under this provision is afforded only LIABILITY COVERAGE: until the 180th day after you acquire or form the An "employee" of yours is an "insured" whileorganization or the end of the policy period,operating an "auto" hired or rented under awhichever is earlier.contract or agreement in that "employee's" B. BLANKET ADDITIONAL INSURED name, with your permission, while performing The following is added to Paragraph c. in A.1.,duties related to the conduct of your Who Is An Insured, of SECTION II – LIABILITY business. COVERAGE:2.The following replaces Paragraph b. in B.5., This includes any person or organization who you Other Insurance, of SECTION IV – are required under a written contract or BUSINESS AUTO CONDITIONS: agreement between you and that person or b.For Hired Auto Physical Damageorganization, that is signed by you before the Coverage, the following are deemed to be"bodily injury" or "property damage" occurs and covered "autos" you own:that is in effect during the policy period, to name CA T3 53 08 17 ú 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission or t i o n a l us e on l y . 810-2Y428393-24-13-G 05/23/2024 82618300 | 2024 Main Master Liab (new) | Kate Findlay | 11/5/2024 12:11:29 PM (EST) | Page 4 of 18 Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE COMMERCIAL AUTO (1)Any covered "auto" you lease, hire,liability company) or members of their rent or borrow; and households. (2)Any covered "auto" hired or rented by (1)With respect to any claim made or "suit" your "employee" under a contract in brought outside the United States of that individual "employee's" name,America, the territories and possessions with your permission, while of the United States of America, Puerto performing duties related to the Rico and Canada: conduct of your business.(a)You must arrange to defend the However, any "auto" that is leased, hired,"insured" against, and investigate or rented or borrowed with a driver is not a settle any such claim or "suit" and covered "auto".keep us advised of all proceedings and actions.D. EMPLOYEES AS INSURED (b)Neither you nor any other involvedThe following is added to Paragraph A.1., Who Is "insured" will make any settlementAn Insured, of SECTION II – LIABILITY without our consent.COVERAGE: (c)We may, at our discretion, participateAny "employee" of yours is an "insured" while in defending the "insured" against, orusing a covered "auto" you don't own, hire or in the settlement of, any claim orborrow in your business or your personal affairs. "suit".E. SUPPLEMENTARY PAYMENTS – INCREASED (d)We will reimburse the "insured":LIMITS (i)For sums that the "insured"1.The following replaces Paragraph A.2.a.(2), legally must pay as damagesofSECTION II – LIABILITY COVERAGE: because of "bodily injury" or(2)Up to $3,000 for cost of bail bonds "property damage" to which this(including bonds for related traffic law insurance applies, that theviolations) required because of an "insured" pays with our consent,"accident" we cover. We do not have to but only up to the limit describedfurnish these bonds.in Paragraph C., Limit Of Insurance, of SECTION II –2.The following replaces Paragraph A.2.a.(4), LIABILITY COVERAGE;of SECTION II – LIABILITY COVERAGE: (ii)For the reasonable expenses(4)All reasonable expenses incurred by the "insured" at our request, including actual incurred with our consent for your loss of earnings up to $500 a day investigation of such claims and because of time off from work.your defense of the "insured" F. HIRED AUTO – LIMITED WORLDWIDE against any such "suit", but only COVERAGE – INDEMNITY BASIS up to and included within the limit described in Paragraph C., LimitThe following replaces Subparagraph e. in Of Insurance, of SECTION II –Paragraph B.7., Policy Term, Coverage LIABILITY COVERAGE, and notTerritory, of SECTION IV – BUSINESS AUTO CONDITIONS:in addition to such limit. Our duty to make such payments endse.Anywhere in the world, except any country or when we have used up thejurisdiction while any trade sanction, applicable limit of insurance inembargo, or similar regulation imposed by the payments for damages,United States of America applies to and settlements or defense expenses.prohibits the transaction of business with or within such country or jurisdiction, for Liability (2)This insurance is excess over any valid Coverage for any covered "auto" that you and collectible other insurance available lease, hire, rent or borrow without a driver for to the "insured" whether primary, excess a period of 30 days or less and that is not an contingent or on any other basis. "auto" you lease, hire, rent or borrow from (3)This insurance is not a substitute forany of your "employees", partners (if you are required or compulsory insurance in anya partnership), members (if you are a limited country outside the United States, its Page 2 of 4 ú 2016 The Travelers Indemnity Company. All rights reserved. CA T3 53 08 17 Includes copyrighted material of Insurance Services Office, Inc. with its permission 82618300 | 2024 Main Master Liab (new) | Kate Findlay | 11/5/2024 12:11:29 PM (EST) | Page 5 of 18 Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE COMMERCIAL AUTO territories and possessions, Puerto Rico Personal Effects and Canada.We will pay up to $400 for "loss" to wearing You agree to maintain all required or apparel and other personal effects which are: compulsory insurance in any such (1)Owned by an "insured"; andcountry up to the minimum limits required (2)In or on your covered "auto".by local law. Your failure to comply with compulsory insurance requirements will This coverage applies only in the event of a total not invalidate the coverage afforded by theft of your covered "auto". this policy, but we will only be liable to the No deductibles apply to this Personal Effectssame extent we would have been liable coverage.had you complied with the compulsory K. AIRBAGSinsurance requirements. (4)It is understood that we are not an The following is added to Paragraph B.3., admitted or authorized insurer outside the Exclusions, of SECTION III – PHYSICAL United States of America, its territories DAMAGE COVERAGE: and possessions, Puerto Rico and Exclusion 3.a. does not apply to "loss" to one orCanada. We assume no responsibility for more airbags in a covered "auto" you own thatthe furnishing of certificates of insurance,inflate due to a cause other than a cause of "loss"or for compliance in any way with the set forth in Paragraphs A.1.b.and A.1.c., butlaws of other countries relating to only:insurance. a.If that "auto" is a covered "auto" forG. WAIVER OF DEDUCTIBLE – GLASS Comprehensive Coverage under this policy; The following is added to Paragraph D.,b.The airbags are not covered under anyDeductible, of SECTION III – PHYSICAL warranty; andDAMAGE COVERAGE: c.The airbags were not intentionally inflated.No deductible for a covered "auto" will apply to We will pay up to a maximum of $1,000 for anyglass damage if the glass is repaired rather than one "loss".replaced. L. NOTICE AND KNOWLEDGE OF ACCIDENT ORH. HIRED AUTO PHYSICAL DAMAGE – LOSS OF LOSSUSE – INCREASED LIMIT The following is added to Paragraph A.2.a., ofThe following replaces the last sentence of SECTION IV – BUSINESS AUTO CONDITIONS:Paragraph A.4.b.,Loss Of Use Expenses, of SECTION III – PHYSICAL DAMAGE Your duty to give us or our authorized COVERAGE:representative prompt notice of the "accident" or "loss" applies only when the "accident" or "loss" isHowever, the most we will pay for any expenses known to:for loss of use is $65 per day, to a maximum of $750 for any one "accident".(a)You (if you are an individual); I. PHYSICAL DAMAGE – TRANSPORTATION (b)A partner (if you are a partnership); EXPENSES – INCREASED LIMIT (c)A member (if you are a limited liability The following replaces the first sentence in company); Paragraph A.4.a.,Transportation Expenses, of (d)An executive officer, director or insuranceSECTION III – PHYSICAL DAMAGE manager (if you are a corporation or otherCOVERAGE:organization); or We will pay up to $50 per day to a maximum of (e)Any "employee" authorized by you to give$1,500 for temporary transportation expense notice of the "accident" or "loss".incurred by you because of the total theft of a M. BLANKET WAIVER OF SUBROGATIONcovered "auto" of the private passenger type. The following replaces Paragraph A.5., TransferJ. PERSONAL EFFECTS Of Rights Of Recovery Against Others To Us,The following is added to Paragraph A.4.,of SECTION IV – BUSINESS AUTOCoverage Extensions, of SECTION III –CONDITIONS:PHYSICAL DAMAGE COVERAGE: CA T3 53 08 17 ú 2016 The Travelers Indemnity Company. All rights reserved.Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission 82618300 | 2024 Main Master Liab (new) | Kate Findlay | 11/5/2024 12:11:29 PM (EST) | Page 6 of 18 Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE COMMERCIAL AUTO 5. Transfer Of Rights Of Recovery Against N. UNINTENTIONAL ERRORS OR OMISSIONS Others To Us The following is added to Paragraph B.2., We waive any right of recovery we may have Concealment, Misrepresentation, Or Fraud, of against any person or organization to the SECTION IV – BUSINESS AUTO CONDITIONS: extent required of you by a written contract The unintentional omission of, or unintentionalsigned and executed prior to any "accident"error in, any information given by you shall notor "loss", provided that the "accident" or "loss"prejudice your rights under this insurance.arises out of operations contemplated by However this provision does not affect our right tosuch contract. The waiver applies only to the collect additional premium or exercise our right ofperson or organization designated in such cancellation or non-renewal.contract. Page 4 of 4 ú 2016 The Travelers Indemnity Company. All rights reserved.CA T3 53 08 17 Includes copyrighted material of Insurance Services Office, Inc. with its permission 82618300 | 2024 Main Master Liab (new) | Kate Findlay | 11/5/2024 12:11:29 PM (EST) | Page 7 of 18 Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE POLICY :ISSUE D : NUMBER ATE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION – NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: WHEN WE DO NOT RENEW (Nonrenewal): Number of Days Notice: PERSON OR ORGANIZATION: ADDRESS: B.If we do not renew this policy for any legallyPROVISIONS permitted reason other than nonpayment ofA.If we cancel this policy for any legally permitted premium, and a number of days is shown forreason other than nonpayment of premium, and a When We Do Not Renew (Nonrenewal) in thenumber of days is shown for Cancellation in the Schedule above, we will mail notice ofSchedule above, we will mail notice of nonrenewal to the person or organization showncancellation to the person or organization shown in such Schedule. We will mail such notice to thein such Schedule. We will mail such notice to the address shown in the Schedule above at least theaddress shown in the Schedule above at least the number of days shown for When We Do Notnumber of days shown for Cancellation in such Renew (Nonrenewal) in such Schedule before theSchedule before the effective date of cancellation.effective date of nonrenewal. IL T4 00 05 19 ú 2019 The Travelers Indemnity Company. All rights reserved.Page 1 of 1 30 30 ANY PERSON OR OGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRES OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. 810-2Y428393-24-13-G 05/23/2024 82618300 | 2024 Main Master Liab (new) | Kate Findlay | 11/5/2024 12:11:29 PM (EST) | Page 8 of 18 Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE POLICY :ISSUE D : NUMBER ATE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION – NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: WHEN WE DO NOT RENEW (Nonrenewal): Number of Days Notice: PERSON OR ORGANIZATION: ADDRESS: B.If we do not renew this policy for any legallyPROVISIONS permitted reason other than nonpayment ofA.If we cancel this policy for any legally permitted premium, and a number of days is shown forreason other than nonpayment of premium, and a When We Do Not Renew (Nonrenewal) in thenumber of days is shown for Cancellation in the Schedule above, we will mail notice ofSchedule above, we will mail notice of nonrenewal to the person or organization showncancellation to the person or organization shown in such Schedule. We will mail such notice to thein such Schedule. We will mail such notice to the address shown in the Schedule above at least theaddress shown in the Schedule above at least the number of days shown for When We Do Notnumber of days shown for Cancellation in such Renew (Nonrenewal) in such Schedule before theSchedule before the effective date of cancellation.effective date of nonrenewal. IL T4 00 05 19 ú 2019 The Travelers Indemnity Company. All rights reserved.Page 1 of 1 30 30 ANY PERSON OR OGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRES OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. 630-2Y428553 05/23/2024 82618300 | 2024 Main Master Liab (new) | Kate Findlay | 11/5/2024 12:11:29 PM (EST) | Page 9 of 18 Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE POLICY :ISSUE D : NUMBER ATE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION – NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: WHEN WE DO NOT RENEW (Nonrenewal): Number of Days Notice: PERSON OR ORGANIZATION: ADDRESS: B.If we do not renew this policy for any legallyPROVISIONS permitted reason other than nonpayment ofA.If we cancel this policy for any legally permitted premium, and a number of days is shown forreason other than nonpayment of premium, and a When We Do Not Renew (Nonrenewal) in thenumber of days is shown for Cancellation in the Schedule above, we will mail notice ofSchedule above, we will mail notice of nonrenewal to the person or organization showncancellation to the person or organization shown in such Schedule. We will mail such notice to thein such Schedule. We will mail such notice to the address shown in the Schedule above at least theaddress shown in the Schedule above at least the number of days shown for When We Do Notnumber of days shown for Cancellation in such Renew (Nonrenewal) in such Schedule before theSchedule before the effective date of cancellation.effective date of nonrenewal. IL T4 00 05 19 ú 2019 The Travelers Indemnity Company. All rights reserved.Page 1 of 1 30 30 ANY PERSON OR OGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRES OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. 05/23/2024CUP-2Y501945-24-13 82618300 | 2024 Main Master Liab (new) | Kate Findlay | 11/5/2024 12:11:29 PM (EST) | Page 10 of 18 Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE Unified Power Acquisition Corp; On Computer 630-2Y428553 82618300 | 2024 Main Master Liab (new) | Kate Findlay | 11/5/2024 12:11:29 PM (EST) | Page 11 of 18 Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 06 U9 (00) POLICY NUMBER: TEXAS NOTICE OF CANCELLATION OR NONRENEWAL TO DESIGNATED PERSONS OR ORGANIZATIONS If we cancel or non-renew this policy for any reason other than non-payment of premium by you, we will provide notice of such cancellation or non-renewal to each person or organization designated in the Schedule below. We will mail or deliver such notice to each person or organization at its listed address at least the number of days shown for that person or organization before the cancellation or nonrenewal is to take effect. You are responsible for providing us with the information necessary to accurately complete the Schedule below. If we cannot mail or deliver a notice of cancellation or nonrenewal to a designated person or organization because the name or address of such designated person or organization provided to us is not accurate or complete, we have no responsibility to mail, deliver or otherwise notify such designated person or organization of the cancellation or nonrenewal. SCHEDULE Name and Address of Designated Persons or Organizations: Number of Days Notice: 30 ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND WE RECEIVE SUCH WRITTEN REQUREST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICIBLE NUMBER OF DAYS SHOWN IN THIS ENDORSEMENT. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO USE. All other terms and conditions of this policy remain unchanged. 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 Effective Policy No. Endorsement No. Insured Premium $ Insurance Company Countersigned by DATE OF ISSUE: ST ASSIGN: Page 1 of 1 ú 2018 The Travelers Indemnity Company. All rights reserved. UB-2Y496746-24-13-G 05/23/2024 82618300 | 2024 Main Master Liab (new) | Kate Findlay | 11/5/2024 12:11:29 PM (EST) | Page 12 of 18 Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE TRAVELERS ONE TOWER SQUARE HARTFORD, CT 06183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00) -01 POLICY NUMBER: 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 any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. DATE OF ISSUE: ST ASSIGN: UB-2Y496746-24-13-G 05/23/2024 82618300 | 2024 Main Master Liab (new) | Kate Findlay | 11/5/2024 12:11:29 PM (EST) | Page 13 of 18 Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR TECHNOLOGY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE –This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A.Non-Owned Watercraft – 75 Feet Long Or Less I.Blanket Additional Insured – Mortgagees, Assignees, Successors Or ReceiversB.Who Is An Insured – Unnamed Subsidiaries J.Blanket Additional Insured – GovernmentalC.Who Is An Insured – Employees – Supervisory Entities – Permits Or Authorizations Relating ToPositions PremisesD.Who Is An Insured – Newly Acquired Or Formed Limited Liability Companies K.Blanket Additional Insured – Governmental Entities – Permits Or Authorizations Relating ToE.Who Is An Insured – Liability For Conduct Of OperationsUnnamed Partnerships Or Joint Ventures L.Medical Payments – Increased LimitF.Blanket Additional Insured – Persons Or Organizations For Your Ongoing Operations As M.Blanket Waiver Of SubrogationRequired By Written Contract Or Agreement N.Contractual Liability – RailroadsG.Blanket Additional Insured – Broad Form Vendors O.Damage To Premises Rented To YouH.Blanket Additional Insured – Controlling Interest PROVISIONS is responsible for the use of a watercraftA. NON-OWNED WATERCRAFT – 75 FEET LONG that you do not own that is:OR LESS (1)75 feet long or less; and1.The following replaces Paragraph (2)of Exclusion g.,Aircraft, Auto Or Watercraft,(2)Not being used to carry any person or in Paragraph 2.of SECTION I –property for a charge. COVERAGES – COVERAGE A – BODILY B. WHO IS AN INSURED – UNNAMEDINJURY AND PROPERTY DAMAGE SUBSIDIARIES LIABILITY:The following is added to SECTION II – WHO IS (2)A watercraft you do not own that is:AN INSURED: Any of your subsidiaries, other than a partnership(a)75 feet long or less; and or joint venture, that is not shown as a Named(b)Not being used to carry any person or Insured in the Declarations is a Named Insured if:property for a charge; a.You are the sole owner of, or maintain an 2.The following replaces Paragraph 2.e.of ownership interest of more than 50% in, such SECTION II – WHO IS AN INSURED:subsidiary on the first day of the policy period; ande.Any person or organization that, with your express or implied consent, either uses or b.Such subsidiary is not an insured under similar other insurance. CG D4 17 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 1 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 630-2Y428553 05/23/2024 82618300 | 2024 Main Master Liab (new) | Kate Findlay | 11/5/2024 12:11:29 PM (EST) | Page 14 of 18 Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE COMMERCIAL GENERAL LIABILITY No such subsidiary is an insured for "bodily injury"organization in writing to us within or "property damage" that occurred, or "personal 180 days after you acquire or form it; and advertising injury" caused by an offense b.Coverage A does not apply to "bodilycommitted:injury" or "property damage" that occurred a.Before you maintained an ownership interest before you acquired or formed the of more than 50% in such subsidiary; or organization; and b.After the date, if any, during the policy period c.Coverage B does not apply to "personal that you no longer maintain an ownership and advertising injury" arising out of an interest of more than 50% in such subsidiary.offense committed before you acquired or formed the organization.For purposes of Paragraph 1.of Section II – Who For the purposes of Paragraph 1.of Section IIIs An Insured, each such subsidiary will be – Who Is An Insured, each such organizationdeemed to be designated in the Declarations as: will be deemed to be designated in thea.A limited liability company;Declarations as: b.An organization other than a partnership, joint a.A limited liability company;venture or limited liability company; or b.An organization, other than a partnership,c.A trust;joint venture or limited liability company; as indicated in its name or the documents that or govern its structure.c.A trust; C. WHO IS AN INSURED – EMPLOYEES –as indicated in its name or the documents SUPERVISORY POSITIONS that govern its structure. The following is added to Paragraph 2.a.(1)of E. WHO IS AN INSURED – LIABILITY FOR SECTION II – WHO IS AN INSURED:CONDUCT OF UNNAMED PARTNERSHIPS OR JOINT VENTURESParagraphs(1)(a),(b)and (c)above do not apply to "bodily injury" to a co-"employee" while in the The following replaces the last paragraph of course of the co-"employee's" employment by you SECTION II – WHO IS AN INSURED: arising out of work by any of your "employees"No person or organization is an insured withwho hold a supervisory position.respect to the conduct of any current or past partnership or joint venture that is not shown as aD. WHO IS AN INSURED – NEWLY ACQUIRED Named Insured in the Declarations. ThisOR FORMED LIMITED LIABILITY COMPANIES paragraph does not apply to any such partnershipThe following replaces Paragraph 3.of SECTION or joint venture that otherwise qualifies as anII – WHO IS AN INSURED:insured under Section II – Who Is An Insured. 3.Any organization you newly acquire or form,F. BLANKET ADDITIONAL INSURED – PERSONSother than a partnership or joint venture, and OR ORGANIZATIONS FOR YOUR ONGOINGof which you are the sole owner or in which OPERATIONS AS REQUIRED BY WRITTENyou maintain an ownership interest of more CONTRACT OR AGREEMENTthan 50%, will qualify as a Named Insured if The following is added to SECTION II – WHO ISthere is no other similar insurance available to AN INSURED:that organization. However: Any person or organization that is not otherwisea.Coverage under this provision is afforded an insured under this Coverage Part and that youonly: have agreed in a written contract or agreement to(1)Until the 180th day after you acquire include as an additional insured on this Coverageor form the organization or the end of Part is an insured, but only with respect to liabilitythe policy period, whichever is earlier,for "bodily injury" or "property damage" that:if you do not report such organization a.Occurs subsequent to the signing of thatin writing to us within 180 days after contract or agreement; andyou acquire or form it; or b.Is caused, in whole or in part, by your acts or(2)Until the end of the policy period, omissions in the performance of your ongoingwhen that date is later than 180 days after you acquire or form such operations to which that contract or organization, if you report such Page 2 of 5 ú 2017 The Travelers Indemnity Company. All rights reserved.CG D4 17 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 82618300 | 2024 Main Master Liab (new) | Kate Findlay | 11/5/2024 12:11:29 PM (EST) | Page 15 of 18 Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE COMMERCIAL GENERAL LIABILITY performed at such vendor's premises inagreement applies or the acts or omissions of connection with the sale of "yourany person or organization performing such products"; oroperations on your behalf. The limits of insurance provided to such insured (6)"Your products" that, after distribution or will be the minimum limits that you agreed to sale by you, have been labeled or provide in the written contract or agreement, or relabeled or used as a container, part or the limits shown in the Declarations, whichever ingredient of any other thing or substance are less.by or on behalf of such vendor. G. BLANKET ADDITIONAL INSURED – BROAD Coverage under this provision does not apply to: FORM VENDORS a.Any person or organization from whom youThe following is added to SECTION II – WHO IS have acquired "your products", or anyAN INSURED:ingredient, part or container entering into, Any person or organization that is a vendor and accompanying or containing such products; orthat you have agreed in a written contract or agreement to include as an additional insured on b.Any vendor for which coverage as anthis Coverage Part is an insured, but only with additional insured specifically is scheduled byrespect to liability for "bodily injury" or "property endorsement.damage" that: H. BLANKET ADDITIONAL INSURED –a.Occurs subsequent to the signing of that CONTROLLING INTERESTcontract or agreement; and 1.The following is added to SECTION II – WHOb.Arises out of "your products" that are IS AN INSURED:distributed or sold in the regular course of Any person or organization that has financialsuch vendor's business. control of you is an insured with respect toThe insurance provided to such vendor is subject liability for "bodily injury", "property damage"to the following provisions:or "personal and advertising injury" that arises a.The limits of insurance provided to such out of: vendor will be the minimum limits that you a.Such financial control; oragreed to provide in the written contract or b.Such person's or organization'sagreement, or the limits shown in the ownership, maintenance or use ofDeclarations, whichever are less. premises leased to or occupied by you.b.The insurance provided to such vendor does The insurance provided to such person ornot apply to:organization does not apply to structural (1)Any express warranty not authorized by alterations, new construction or demolitionyou or any distribution or sale for a operations performed by or on behalf of suchpurpose not authorized by you;person or organization. (2)Any change in "your products" made by 2.The following is added to Paragraph 4.ofsuch vendor;SECTION II – WHO IS AN INSURED: (3)Repackaging, unless unpacked solely for This paragraph does not apply to any the purpose of inspection, demonstration,premises owner, manager or lessor that has testing, or the substitution of parts under financial control of you. instructions from the manufacturer, and I. BLANKET ADDITIONAL INSURED –then repackaged in the original container;MORTGAGEES, ASSIGNEES, SUCCESSORS (4)Any failure to make such inspections,OR RECEIVERS adjustments, tests or servicing as The following is added to SECTION II – WHO ISvendors agree to perform or normally AN INSURED:undertake to perform in the regular Any person or organization that is a mortgagee,course of business, in connection with the assignee, successor or receiver and that youdistribution or sale of "your products";have agreed in a written contract or agreement to (5)Demonstration, installation, servicing or include as an additional insured on this Coveragerepair operations, except such operations Part is an insured, but only with respect to its CG D4 17 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 3 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 82618300 | 2024 Main Master Liab (new) | Kate Findlay | 11/5/2024 12:11:29 PM (EST) | Page 16 of 18 Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE COMMERCIAL GENERAL LIABILITY liability as mortgagee, assignee, successor or construction, erection or removal of any of the receiver for "bodily injury", "property damage" or following for which that governmental entity has "personal and advertising injury" that:issued such permit or authorization: advertising signs, awnings, canopies, cellar entrances, coala.Is "bodily injury" or "property damage" that holes, driveways, manholes, marquees, hoistoccurs, or is "personal and advertising injury"away openings, sidewalk vaults, elevators, streetcaused by an offense that is committed,banners or decorations.subsequent to the signing of that contract or agreement; and K. BLANKET ADDITIONAL INSURED – GOVERNMENTAL ENTITIES – PERMITS ORb.Arises out of the ownership, maintenance or AUTHORIZATIONS RELATING TO OPER-use of the premises for which that mortgagee,ATIONSassignee, successor or receiver is required under that contract or agreement to be The following is added to SECTION II – WHO IS included as an additional insured on this AN INSURED: Coverage Part.Any governmental entity that has issued a permit The insurance provided to such mortgagee, or authorization with respect to operations assignee, successor or receiver is subject to the performed by you or on your behalf and that you following provisions:are required by any ordinance, law, building code or written contract or agreement to include as ana.The limits of insurance provided to such additional insured on this Coverage Part is anmortgagee, assignee, successor or receiver insured, but only with respect to liability for "bodilywill be the minimum limits that you agreed to injury", "property damage" or "personal andprovide in the written contract or agreement,advertising injury" arising out of such operations.or the limits shown in the Declarations, whichever are less.The insurance provided to such governmental entity does not apply to:b.The insurance provided to such person or organization does not apply to:a.Any "bodily injury", "property damage" or "personal and advertising injury" arising out of(1)Any "bodily injury" or "property damage"operations performed for the governmentalthat occurs, or any "personal and entity; oradvertising injury" caused by an offense that is committed, after such contract or b.Any "bodily injury" or "property damage" agreement is no longer in effect; or included in the "products-completed operations hazard".(2)Any "bodily injury", "property damage" or "personal and advertising injury" arising L. MEDICAL PAYMENTS – INCREASED LIMIT out of any structural alterations, new The following replaces Paragraph 7.of SECTIONconstruction or demolition operations III – LIMITS OF INSURANCE:performed by or on behalf of such 7.Subject to Paragraph 5.above, the Medicalmortgagee, assignee, successor or Expense Limit is the most we will pay underreceiver.Coverage C for all medical expensesJ. BLANKET ADDITIONAL INSURED –because of "bodily injury" sustained by anyGOVERNMENTAL ENTITIES – PERMITS OR one person, and will be the higher of:AUTHORIZATIONS RELATING TO PREMISES a.$10,000; orThe following is added to SECTION II – WHO IS b.The amount shown in the Declarations ofAN INSURED:this Coverage Part for Medical ExpenseAny governmental entity that has issued a permit Limit.or authorization with respect to premises owned M. BLANKET WAIVER OF SUBROGATIONor occupied by, or rented or loaned to, you and that you are required by any ordinance, law,The following is added to Paragraph 8.,Transfer building code or written contract or agreement to Of Rights Of Recovery Against Others To Us, include as an additional insured on this Coverage of SECTION IV – COMMERCIAL GENERAL Part is an insured, but only with respect to liability LIABILITY CONDITIONS: for "bodily injury", "property damage" or "personal If the insured has agreed in a contract orand advertising injury" arising out of the agreement to waive that insured's right ofexistence, ownership, use, maintenance, repair,recovery against any person or organization, we Page 4 of 5 ú 2017 The Travelers Indemnity Company. All rights reserved.CG D4 17 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 82618300 | 2024 Main Master Liab (new) | Kate Findlay | 11/5/2024 12:11:29 PM (EST) | Page 17 of 18 Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE COMMERCIAL GENERAL LIABILITY waive our right of recovery against such person or 2.Paragraph f.(1)of the definition of "insured organization, but only for payments we make contract" in the DEFINITIONS Section is because of:deleted. a."Bodily injury" or "property damage" that O. DAMAGE TO PREMISES RENTED TO YOU occurs; or The following replaces the definition of "premises b."Personal and advertising injury" caused by damage" in the DEFINITIONS Section: an offense that is committed;"Premises damage" means "property damage" to: subsequent to the execution of the contract or a.Any premises while rented to you oragreement.temporarily occupied by you with permission N. CONTRACTUAL LIABILITY – RAILROADS of the owner; or 1.The following replaces Paragraph c.of the b.The contents of any premises while suchdefinition of "insured contract" in the premises is rented to you, if you rent suchDEFINITIONSSection:premises for a period of seven or fewer c.Any easement or license agreement;consecutive days. CG D4 17 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 5 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 82618300 | 2024 Main Master Liab (new) | Kate Findlay | 11/5/2024 12:11:29 PM (EST) | Page 18 of 18 Docusign Envelope ID: FC3D057A-46DF-4881-9A14-84FB3D8494EE