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HomeMy WebLinkAbout25I112 - Window Film Depot, Inc.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) Window Film Installation Window Film Depot, Inc. Glenn Sullivan; Regional Sales Director Glenn@windowfilmdepot.com Window Film Installation $2,560.00 April 22, 2025 - April 21, 2026 Glenn Sullivan; glenn@windowfilmdepot.com Chris Sullivan; chris@windowfilmdepot.com Public Works David McAbee / Aaron Bergeson N/A 25I112 N/A - - - Department - No Quote Attached Michele Alley Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 (BB&K 2024) 1 CONTRACT SERVICES AGREEMENT 25I112 WINDOW FILM INSTALLATION This Contract Services Agreement (“Agreement”) is made and entered into this 22 day of April, 2025, (“Effective Date”), by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Window Film Depot, Inc., a Georgia 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 window film installation company, , (“Project”). B. Contractor has submitted to City a proposal to provide window film installation services, to City under the terms of this Agreement. C. Contractor is qualified by virtue of its experience, training, education, reputation, and expertise to provide these services and has agreed to provide such services as provided in this Agreement. D. City desires to retain Contractor to provide such contract services. 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. SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor agrees to perform the contract services set forth in the Scope of Services described in Exhibit “A” (the “Services” or “Work”), which is attached and incorporated herein by this reference. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and contract services and that Contractor is experienced in performing the Work contemplated and, in light of such status and experience, Contractor covenants that it shall perform the the Work 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 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Scope of Services; (3) the City’s Request for Proposals; and, (4) the Contractor’s signed, original proposal submitted to the City (“Contractor’s Proposal”), (collectively referred to as the “Contract Documents”). The City’s Request for Proposals and the Contractor’s Schedule of Compensation, which is attached as Exhibits “B” is incorporated herein by this reference and are made a part of this Agreement. The Scope of Services shall include the Contractor’s Proposal. All provisions of the Scope of Services, the City’s Request for Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 (BB&K 2024) 2 Proposals and the Contractor’s Proposal shall be binding on the Parties. Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1st) the provisions of the Scope of Services (Exhibit “A”); (2nd) the provisions of the City’s Request for Proposal; (3rd) the terms of this Agreement; and, (4th) the provisions of the Contractor’s Proposal. 1.3 Compliance with Law. Contractor warrants that all Services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. 1.4 Licenses, Permits, Fees, and Assessments. Contractor represents and warrants to City that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work and Services required by this Agreement. Contractor represents and warrants to City that Contractor shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, qualification, or approval that is legally required for Contractor to perform the Work and Services under this Agreement. 1.5 Familiarity with Work. By executing this Agreement, Contractor warrants that Contractor (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. 2. COMPENSATION 2.1 Maximum Contract Amount. For the Services rendered under this Agreement, Contractor shall be compensated by City in accordance with the Schedule of Compensation, which is attached as Exhibit “B” and incorporated in this Agreement by reference. Compensation shall not exceed the maximum contract amount of not to exceed Two Thousand Five Hundred and Sixty Dollar, $2,560.00 ("Maximum Contract Amount"), except as may be provided under Section 2.3. The method of compensation shall be as set forth in Exhibit “B.” The method of compensation shall be as set forth in Exhibit “B.” Compensation for necessary expenditures must be approved in advance by the Contract Officer designated under Section 4.2. 2.2. Method of Payment. Unless another method of payment is specified in the Schedule of Compensation (Exhibit “B”), in any month in which Contractor wishes to receive payment, Contractor shall submit to the City an invoice for services rendered prior to the date of the invoice. The invoice shall be in a form approved by the City’s Finance Director and must be submitted no later than the tenth (10) working day of such month. Such requests shall be based upon the amount and value of the services performed by Contractor and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Contractor within forty-five (45) days after receipt of the invoice or as soon as is reasonably practical. There shall be a maximum of one payment per month. 2.3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 (BB&K 2024) 3 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. 2.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated by the City Council for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City. 3. SCHEDULE OF PERFORMANCE 3.1 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 (1) one year commencing on April 22, 2025, and ending on April 21, 2026, unless extended by mutual written agreement of the Parties. . 3.2 Termination Prior to Expiration of Term. The 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. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. 3.3 Schedule of Performance. INTENTIONALLY OMMITTED 3.4 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 Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 (BB&K 2024) 4 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. COORDINATION OF WORK 4.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act in its behalf and make all decisions with respect to the Services to be performed under this Agreement: Glenn Sullivan; Regional Sales Director. It is expressly understood that the experience, knowledge, education, capability, expertise, 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 performed hereunder. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 4.2 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. 4.3 Prohibition Against Subcontracting or Assignments. 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 provisions 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. All persons engaged in the W ork will be considered employees of Contractor. City will deal directly with and will make all payments to Contractor. In addition, neither this Agreement nor any interest in this Agreement may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Contractor or any surety of Contractor from any liability under this Agreement without the express written consent of City. 4.4 Independent Contractor. The legal relationship between the Parties is that of an independent contractor, and nothing shall be deemed to make Contractor a City employee. A. During the performance of this Agreement, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act or represent themselves as City officers or employees. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 (BB&K 2024) 5 conduct of Contractor or any of its officers, employees, or agents, except as set forth in this Agreement. Contractor, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City’s offices. City shall have no voice in the selection, discharge, supervision, or control of Contractor’s employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Contractor shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers’ compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Contractor in its business or otherwise a joint venturer or a member of any joint enterprise with Contractor. B. Contractor shall not have any authority to bind City in any manner. This includes the power to incur any debt, obligation, or liability against City. C. No City benefits shall be available to Contractor, its officers, employees, or agents in connection with any performance under this Agreement. Except for contract fees paid to Contractor as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Contractor for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Contractor, its officers, employees, or agents, for injury or sickness arising out of performing Services. If for any reason any court or governmental agency determines that the City has financial obligations, other than under Section 2 and Subsection 1.8 in this Agreement, of any nature relating to salary, taxes, or benefits of Contractor’s officers, employees, servants, representatives, subcontractors, or agents, Contractor shall indemnify City for all such financial obligations. 4.5 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 Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 (BB&K 2024) 6 the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. 5. INSURANCE 5.1 Types of Insurance. Contractor shall procure and maintain, at its sole cost and expense, the insurance described herein. The insurance shall be for the duration of this Agreement and includes any extensions, unless otherwise specified in this Agreement. The insurance shall be procured in a form and content satisfactory to City. The insurance shall apply against claims which may arise from the Contractor's performance of Work under this Agreement, including Contractor's agents, representatives, or employees. In the event the City Manager determines that the W ork or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. Contractor shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified in this Agreement. Except as otherwise authorized below for contract liability (errors and omissions) insurance, all insurance provided under this Agreement shall be on an occurrence basis. The minimum amount of insurance required shall be as follows: A. Errors and Omissions Insurance. Contractor shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form contract liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two-million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section. (1) Contractor shall either: (a) certify in writing to the City that Contractor is unaware of any contract liability claims made against Contractor and is unaware of any facts which may lead to such a claim against Contractor; or (b) if Contractor does not provide the certification under (a), Contractor shall procure from the contract liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services under this Agreement. (2) If the policy of insurance is written on a “claims made” basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Contractor shall obtain continuing insurance coverage for the prior acts or omissions of Contractor during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended “tail” coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager. (3) In the event the policy of insurance is written on an “occurrence” basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement. B. Workers’ Compensation Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers’ compensation insurance Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 (BB&K 2024) 7 in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Contractor agrees to waive and obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers’ compensation insurance policy against the City and to require each of its subcontractors, if any, to do likewise under their workers’ compensation insurance policies. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. C. Commercial General Liability Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. D. Business Automobile Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars. E. Employer Liability Insurance. Contractor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease. 5.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or services under this Agreement. Contractor guarantees payment of all deductibles and self-insured retentions. City reserves the right to reject deductibles or self- insured retentions in excess of $10,000, and the City Manager or his/her designee may require evidence of pending claims and claims history as well as evidence of Contractor’s ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of $10,000. 5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Contractor under this Agreement: A. For any claims related to this Agreement, Contractor’s coverage shall be primary insurance with respect to the City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. B. Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers. C. All insurance coverage and limits provided by Contractor and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 (BB&K 2024) 8 application of such insurance coverage. D. No required insurance coverages may include any limiting endorsement which substantially impairs the coverages set forth in this Agreement (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing. E. Contractor agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Contractor’s obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement. F. Contractor agrees to ensure that subcontractors, and any other parties involved with the Project who are brought onto or involved in the Project by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the Project will be submitted to the City for review. G. Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights in this or any other regard. H. Contractor shall provide proof that policies of insurance required in this Agreement, expiring during the term of this Agreement, have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage. I. Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements, or as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. J. The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impair the provisions of this section. K. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the W ork performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims. Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 (BB&K 2024) 9 L. Contractor agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages resulting from the Contractor’s activities or the activities of any person or person for which the Contractor is otherwise responsible. 5.4 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 such requirements are waived in writing by the City Manager or his designee due to unique circumstances. 5.5 Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them. Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 (BB&K 2024) 10 6. INDEMNIFICATION 6.1 Indemnification and Reimbursement. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 6.2 Design Contract 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. 7. REPORTS AND RECORDS 7.1 Accounting 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 to 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. 7.2 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. Contractor acknowledges that the City is greatly concerned about the cost of the Work to be performed under this Agreement. For this reason, Contractor agrees that Contractor shall promptly notify the Contract Officer the estimated increased or decreased cost if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services. If Contractor is providing design services, Contractor shall promptly notify the Contract Officer the estimated increased or decreased cost for the project being designed if Contractor becomes aware of any facts, Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 (BB&K 2024) 11 circumstances, techniques, or events that may or will materially increase or decrease the cost of the design services. 7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Contractor, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered 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 of ownership of the documents and materials. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all resulting damages. Contractor may retain copies of such documents for their own use. Contractor shall have an unrestricted right to use the concepts embodied tin this Agreement. Contractor shall ensure that all its subcontractors shall provide for assignment to City of any documents or materials prepared by them. In the event Contractor fails to secure such assignment, Contractor shall indemnify City for all resulting damages. 7.4 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. All information gained by Contractor in the performance of this Agreement shall be considered confidential and shall not be released by Contractor without City’s prior written authorization. 7.5 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. 8. ENFORCEMENT OF AGREEMENT 8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as 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. 8.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 (BB&K 2024) 12 8.3 Default of Contractor. Contractor’s failure to comply with any provision of this Agreement shall constitute a default. A. If the City Manager, or his designee, determines that Contractor is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Contractor in writing of such default. Contractor shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Contractor fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Contractor shall be liable for all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing shall limit City’s right to terminate this Agreement without cause under Section 3.2. B. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.3(A), take over the work and prosecute the same to completion by contract or otherwise. The Contractor shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages). The City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Contractor shall not limit Contractor’s liability for completion of the Services as provided in this Agreement. 8.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions. 8.5 Rights and Remedies 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 and 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. 8.6 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, remedy or recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 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 Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 (BB&K 2024) 13 collection of any judgment entered in such proceeding. 9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 9.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 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. 9.3 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. 10. MISCELLANEOUS PROVISIONS 10.1 INTENTIONALLY OMMITTED 10.2 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing. All notices shall be personally delivered, sent by pre-paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission. All notices shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, and instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows: To City: City of Palm Springs Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 (BB&K 2024) 14 Attention: City Manager & City Clerk 3200 E. Tahquitz Canyon Way Palm springs, California 92262 Telephone: (760) 323-8204 Facsimile: (760) 323-8332 To Contractor: Window Film Depot, Inc. Attention: Glenn Sullivan 4939 Lower Roswell Road Bldg. B – Suite 100 Masrietta, GA 30068 Telephone: (949) 629-0096 10.3 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. 10.4 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 10.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless. 10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees. 10.6 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. 10.7 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. 10.8. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound. 10.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 (BB&K 2024) 15 10.10 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: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 (BB&K 2024) 16 SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND WINDOW FILM DEPOT , INC. 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: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 4/22/2025 4/22/2025 4/23/2025 (BB&K 2024) 17 EXHIBIT “A” SCOPE OF SERVICES Window Film Depot, Inc. will provide window film installation CVEP building with reflective solar film to match the existing film and City Hall with non-reflective limo tint. Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 (BB&K 2024) 18 EXHIBIT “B” SCHEDULE OF COMPENSATION Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 (BB&K 2024) 19 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: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 Sales Director 4/22/2025 Glenn Sullivan Window Film Depot, Inc. CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$173.00 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:Window Film Depot Inc DBA: Owner:Window Film Depot Inc Mailing Address:4939 LOWER ROSWELL RD MARIETTA, GA 30068 License Number:CBL-006474-2024 Expiration Date:05/31/2025 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:4939 LOWER ROSWELL RD, MARIETTA, GA 30068 Business Description:retrofits high performance films and related products to windows and doors making glass safer, more energy efficient and aesthetically pleasing TO BE POSTED IN A CONSPICUOUS PLACE Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 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 4/18/2025 Sutter,McLellan &Gilbreath,Inc 33 Buford Village Way Suite 329 Buford GA 30518 Lesley Humphries 770-246-8300 678-802-3971 lhumphries@smginsurance.com Ohio Security Insurance Company 24082 WINDFIL-01 American Fire and Casualty Company 24066WindowFilmDepot,Inc. 4939 Lower Roswell Road Suite 100 Marietta GA 30068 The Ohio Casualty Insurance Company 24074 1799700849 A X 1,000,000 X 300,000 X Deductible -$0 15,000 1,000,000 2,000,000 X Y Y BKS2465206003 10/25/2024 10/25/2025 2,000,000 B 1,000,000 X X X Y Y BAA65206003 10/25/2024 10/25/2025 C X 5,000,000 X Y ESO65206003 10/25/2024Y 10/25/2025 5,000,000 X $0 A X Y Y XWS65206003 10/25/2024 10/25/2025 1,000,000 1,000,000 1,000,000 A Installation Floater Crime BKS2465206003 10/25/2024 10/25/2025 Installation Limit Third Party Crime Crime Retention 250,000/1,000 Ded 1,000,000 10,000 States listed in 3a of WC Policy:GA,NY,NJ,MA,FL,TX,AZ,MD,CA,IN,TN,CO,IL,VA,CT,MN,VT,ID,LA,UT,MO,NV,RI,NE Stop Gap Liability applies to Ohio and Washington. Excluded Officers:Jeff Franson. Re:City Hall,3200 E.Tahquitz Canyon Way,Palm Springs;CVEP Building –West Entrance,3111 E.Tahquitz Canyon Way,Palm Springs. City of Palm Springs 300 El Cielo Rd Palm Springs,CA 92262 Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 17 9 51 4 of 65 2 0 6 0 0 3 00 1 2 1 4 18 1 COMMERCIAL GENERAL LIABILITY CG 88 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASEREAD IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGEPART 2013Liberty Mutual Insurance CG 88 10 04 13 Page 1 of 8Includes copyrighted material of Insurance Services Office, Inc.,with its permission. INDEX SUBJECT PAGE NON-OWNED AIRCRAFT 2 NON-OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY - ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant’s Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 3 ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6 WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7 LIBERALIZATION CLAUSE 7 BODILY INJURY REDEFINED 7 EXTENDED PROPERTY DAMAGE 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU BKS2465206003 Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 18 0 5 1 4 of 2013Liberty Mutual Insurance CG 88 10 04 13 Page 2 of 8Includes copyrighted material of Insurance Services Office, Inc.,with its permission. With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1.It is not owned by any insured; 2.It is hired, chartered or loaned with a trained paid crew; 3.The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4.It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, Subparagraph (2)of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2)A watercraft you do not own that is: (a)Less than 52 feet long; and (b)Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY - ELEVATORS 1.Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liabil- ity,Subparagraphs (3), (4)and (6)of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2.The following is added to Section IV - Commercial General Liability Conditions,Condition 4. Other Insurance,Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant’s Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1.Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury and Property Damage Liability: a.The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing: Paragraphs (1), (3)and (4)of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (i)Premises rented to you for a period of 7 or fewer consecutive days; or (ii)Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3)and (4)of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance. Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 18 1 5 1 4 of 65 2 0 6 0 0 3 00 1 2 1 4 18 1 2013Liberty Mutual Insurance CG 88 10 04 13 Page 3 of 8Includes copyrighted material of Insurance Services Office, Inc.,with its permission. b.The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c.through n.do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance. 2.Paragraph 6.under Section III - Limits Of Insurance is replaced by the following: 6.Subject to Paragraph 5.above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a.Any one premise: (1)While rented to you; or (2)While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b.Contents that you rent or lease as part of a premises rental or lease agreement. 3.As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant’s Property Damage) -Paragraph 9.a.of Definitions is replaced with the following: 9.a.A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I - Coverage C - Medical Payments,Subparagraph (b)of Paragraph a.is replaced by the following: (b)The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 1.Under Supplementary Payments - Coverages A and B, Paragraph 1.b.is replaced by the following: b.Up to $3,000 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. 2.Paragraph 1.d.is replaced by the following: 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. G. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 1.Paragraph 2.under Section II - Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but 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 the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 18 2 5 1 4 of 2013Liberty Mutual Insurance CG 88 10 04 13 Page 4 of 8Includes copyrighted material of Insurance Services Office, Inc.,with its permission. b.Premises or facilities rented by you or used by you; or c.The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d.Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1)This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2)This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3)Insurance applies to premises you own, rent, or control but only with respect to the following hazards: (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 expo- sures; or (b)The construction, erection, or removal of elevators; or (c)The ownership, maintenance, or use of any elevators covered by this insurance. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insur- ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to Paragraph 1.a.above, a person’s or organization’s status as an additional insured under this endorsement ends when: (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. With respect to Paragraph 1.b.above, 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 premises or facilities ends. With respects to Paragraph 1.c.above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b.of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions. Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 18 3 5 1 4 of 65 2 0 6 0 0 3 00 1 2 1 4 18 1 2013Liberty Mutual Insurance CG 88 10 04 13 Page 5 of 8Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 2.With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability: This insurance does not apply to: a."Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b."Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c."Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing 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 "occur- rence" 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. d."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. e.Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 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 contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a.Required by the contract or agreement; or b.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a.The following is added to Paragraph a. Primary Insurance: If an additional insured’s policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured’s policy for damages we cover. Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 18 4 5 1 4 of 2013Liberty Mutual Insurance CG 88 10 04 13 Page 6 of 8Includes copyrighted material of Insurance Services Office, Inc.,with its permission. b.The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. I. ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1.The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a.Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b.Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c.Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d.We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured. 2.The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS / MALPRACTICE WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES Paragraph 2.a.(1)of Section II - Who Is An Insured is replaced with the following: (1)"Bodily injury" or "personal and advertising injury": (a)To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b)To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (1) (a)above; (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a)or (b)above; or (d)Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a)and (b)above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee’s" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 18 5 5 1 4 of 65 2 0 6 0 0 3 00 1 2 1 4 18 1 2013Liberty Mutual Insurance CG 88 10 04 13 Page 7 of 8Includes copyrighted material of Insurance Services Office, Inc.,with its permission. advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J.is excess over any other valid and collectable insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3.of Section II - Who Is An Insured is replaced by the following: 3.Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a.Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b.Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c.Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d.Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV - Commercial General Liability Conditions,the following is added to Condition 6. Repre- sentations: Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liability Conditions,the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1.of Section II - Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. O. BODILY INJURY REDEFINED Under Section V - Definitions,Definition 3.is replaced by the following: 3."Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 18 6 5 1 4 of 2013Liberty Mutual Insurance CG 88 10 04 13 Page 8 of 8Includes copyrighted material of Insurance Services Office, Inc.,with its permission. P. EXTENDED PROPERTY DAMAGE Exclusion a.of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV - Commercial General Liability Conditions,the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage 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" provided: 1.You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2.The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 17 4 51 4 of COMMERCIAL GENERAL LIABILITY CG 85 83 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASEREAD IT CAREFULLY. BLANKET ADDITIONAL INSURED CONTRACTORS - PRODUCTS/COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGEPART 2013Liberty Mutual Insurance CG 85 83 04 13 Page 1 of 2Includes copyrighted material of Insurance Services Office, Inc.,with its permission . A.Paragraph 2.under Section II - Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract or written agreement. Such person or organization is an additional insured but only with respect to liability for "bodily injury" or "property damage": 1.Caused by "your work" performed for that additional insured that is the subject of the written contract or written agreement; and 2.Included in the "products-completed operations hazard". 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 contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b.of Condition 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Conditions. B.With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability: This insurance does not apply to: 1."Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. 2."Bodily injury" or "property damage" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services including: a.The preparing, approving or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawing and specifications; and b.Supervisory, inspection, architectural or engineering activities. BKS2465206003 Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 17 5 5 1 4 of 65 2 0 6 0 0 3 00 1 2 1 4 18 1 2013Liberty Mutual Insurance CG 85 83 04 13 Page 2 of 2Includes copyrighted material of Insurance Services Office, Inc.,with its permission . C.With respect to the insurance afforded by this endorsement, exclusion l. Damage To Your Work of Paragraph 2. Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability is replaced by the following: l. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products- completed operations hazard". D.With respect to the insurance afforded to these additional insureds, the following is added to Section II - Limits of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declaration. whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns. E.With respect to the insurance afforded by this endorsement,Section IV - Commercial General Liability Conditions is amended as follows: 1.The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claims Or Suit: An additional insured under this endorsement will as soon as practicable: a.Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b.Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c.Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d.We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured. 2.Paragraph 4.of Section IV - Commercial General Liability Conditions is amended as follows: a.The following is added to Paragraph a. Primary Insurance: If an additional insured’s policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured’s policy for damages we cover. b.The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the additional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insur- ance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 59 60 of 65 2 0 6 0 0 3 00 1 2 0 5 18 1 COMMERCIAL GENERAL LIABILITY CG 88 70 12 08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASEREAD IT CAREFULLY. CONSTRUCTION PROJECT(S) - GENERAL AGGREGATE LIMIT (PER PROJECT) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Includes copyrighted material of ISOProperties, Inc.,with its permission.CG 88 70 12 08 Page 1 of 1 A.For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I - Coverage A - Bodily Injury And Property Damage Liability,and for all medical ex- penses caused by accidents under Section I - Coverage C Medical Payments,which can be attributed only to ongoing operations at a single construction project away from premises owned by or rented to you: 1.A separate Construction Project General Aggregate Limit applies to each construction project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations . 2.The Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A,except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard", and for medical expenses under Cov- erage C regardless of the number of: a.Insureds; b.Claims made or "suits" brought; or c.Persons or organizations making claims or bringing "suits". 3.Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Construction Project General Aggregate Limit for that construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Construction Project General Aggregate Limit for any other construction project. 4.The limits shown in the Declarations for Each Occurrence, Fire Damage and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Construction Project General Aggregate Limit. B.For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I - Coverage A - Bodily Injury And Property Damage Liability,and for all medical ex- penses caused by accidents under Section I - Coverage C Medical Payments,which cannot be attrib- uted only to ongoing operations at a single construction project away from premises owned by or rented to you: 1.Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products-Completed Operations Aggregate Limit, whichever is applicable; and 2.Such payments shall not reduce any Construction Project General Aggregate Limit. C.When coverage for liability arising out of the "products-completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard" will reduce the Products-Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Construction Project General Aggregate Limit. D.If the applicable construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. E.The provisions of Section III - Limits Of Insurance not otherwise modified by this endorsement shall continue to apply. BKS2465206003 Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 18 7 51 4 of 65 2 0 6 0 0 3 00 1 2 1 4 18 1 COMMERCIAL GENERAL LIABILITY CG 88 60 12 08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASEREAD IT CAREFULLY. EACH LOCATION GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Includes copyrighted material of ISOProperties, Inc.,with its permission.CG 88 60 12 08 Page 1 of 1 A.For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I - Coverage A - Bodily Injury And Property Damage Liability,and for all medical ex- penses caused by accidents under Section I - Coverage C Medical Payments,which can be attributed only to operations at a single "location" owned by or rented to you: 1.A separate Each Location General Aggregate Limit applies to each "location", and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2.The Each Location General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A,except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard", and for medical expenses under Coverage C regard- less of the number of: a.Insureds; b.Claims made or "suits" brought; or c.Persons or organizations making claims or bringing "suits". 3.Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Each Location General Aggregate Limit for that "location". Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Each Location General Aggregate Limit for any other "location". 4.The limits shown in the Declarations for Each Occurrence, Fire Damage and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Each Location General Aggregate Limit. B.For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I - Coverage A - Bodily Injury And Property Damage Liability,and for all medical ex- penses caused by accidents under Section I - Coverage C Medical Payments,which cannot be attrib- uted only to operations at a single "location" owned by or rented to you: 1.Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products-Completed Operations Aggregate Limit, whichever is applicable; and 2.Such payments shall not reduce any Each Location General Aggregate Limit. C.When coverage for liability arising out of the "products-completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard" will reduce the Products-Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Each Location General Aggregate Limit. D.For the purposes of this endorsement, the following definition is added to Section V - Definitions: "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. E.The provisions of Section III - Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. 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M?b9` ABC>:9` >B`9: C>D] H;]9: 7BC>:?BD9q ?B` UH> ]?_9 ?F:99` 7B ? a:7;;9B DHB;:?D; H: a:7;;9B ?F:99b9B; ;]?; ;]7C 7BC>:?BD9 aH>@` 89 ^:7b?:< ?B` aH>@` BH; C99l DHB;:78>;7HB I:Hb ?B< H;]9: 7BC>:?BD9 ?_?7@?8@9 ;H C>D]{7BC>:9`{[     )     7C ?b9B`9` ?C IH@@HaCo . 1   Œ      YB`9:    )     …Q9I7B7;7HB 7C :9^@?D9` 8< ;]9 IH@@Ha7BFo {XH`7@< 7Bh>:<{ b9?BC ^]<C7D?@ 7Bh>:<W C7DlB9CC H: `7C9?C9 C>C;?7B9` 8< ?^9:CHBW 7BD@>`7BF b9B;?@ ?BF>7C]W b9B;?@ 7Bh>:<W C]HDlW I:7F]; H: `9?;] :9C>@;7BF I:Hb ?B< HI ;]9C9 ?; ?B< ;7b9[ 10/19/2022 65206003 N0236034 EC Insured Copy Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 17 40 of 65 2 0 6 0 0 3 00 1 2 1 5 18 1 CE 65 24 06 97 (Page 1 of 7) CE 65 24 06 97 EXCESS LIABILITY COVERAGE FORM There are provisions in this policy that restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured. The words "we," "us" and "our" refer to the Company providing this insurance. The word Insured means any person or organization qualifying as such in the "first underlying insurance." Other words and phrases that appear in quotation marks have special meaning and can be found in the DEFINITIONS Section or the specific policy provision where they appear. In consideration of the payment of the premium and in reliance upon the statements in the Declarations we agree with you to provide the coverage as follows: INSURING AGREEMENTS I. COVERAGE We will pay on behalf of the Insured the amount of "loss" covered by this insurance in excess of the "Underlying Limits of Insurance" shown in Item 5.of the Declarations, subject to INSURING AGREEMENT Section II., Limits of Insurance.Except for the terms, conditions, definitions and exclusions of this policy, the coverage provided by this policy will follow the "first underlying insurance." II. LIMITS OF INSURANCE A.The Limits of Insurance shown in the Dec- larations and the rules below describe the most we will pay under the terms of this insurance regardless of the number of: 1.Insureds; 2.claims made or suits brought; 3.persons or organizations making claims or bringing suits. B.The Limits of Insurance of this policy will apply as follows: 1.This policy applies only in excess of the "Underlying Limits of Insurance" shown in Item 5.of the Declarations. 2.The aggregate limit shown in Item 4. of the Declarations is the most we will pay for all "loss" that is subject to an aggregate limit provided by the "first underlying insurance." The aggregate limit applies separately and in the same manner as the aggregate limits provided by the "first underlying insur- ance," provided that all "underlying in- surance" applies their aggregate limit in the same manner as the "first un- derlying insurance." 3.Subject to B.2.,the occurrence limit stated in Item 4.of the Declarations is the most we will pay for all "loss" arising out of any one occurrence to which this policy applies. 4.Subject to Paragraphs B.2.and B.3. above, if the "Underlying Limits of In- surance" described in Item 5.of the Declarations are either reduced or ex- hausted solely by payment of "loss," such insurance provided by this policy will apply in excess of the reduced underlying limit or, if all underlying limits are exhausted, will apply as "un- derlying insurance" subject to the same terms, conditions, definitions and exclusions of the "first underlying in- surance," except for the terms, condi- tions, definitions and exclusions of this policy. the coverage provided by this policy will follow the "first underlying insurance." ESO2465206003 Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 18 4 0 of CE 65 24 06 97 (Page 2 of 7) However, we will not pay that portion of a "loss" that is within the "Under- lying Limits of Insurance" which the Insured has agreed to fund by self- insurance or means other than insur- ance. 5.The limits of this policy apply sepa- rately to each consecutive annual pe- riod, and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations unless the policy period is extended after issuance for an additional period of less than 12 months. In that case the additional pe- riod will be deemed part of the last preceding period for purposes of deter- mining the Limits of Insurance. III. DEFENSE A.We will not be required to assume charge of the investigation of any claim or de- fense of any suit against you. B.We will have the right, but not the duty, to be associated with you or your underlying insurer or both in the investigation of any claim or defense of any suit which in our opinion may create liability on us for "loss." If we exercise such right, we will do so at our own expense, but not after the limits of this policy are exhausted. IV. EXCLUSIONS This policy does not apply to: A.Any liability, including, but not limited to settlements, judgments, costs, charges, ex- penses, costs of investigations, or the fees of attorneys, experts, or consultants aris- ing out of or related in any way, either directly or indirectly, to: 1.asbestos, asbestos products, asbestos- containing materials or products, as- bestos fibers or asbestos dust, includ- ing, but not limited to, manufacture, mining, use, sale, installation, removal, or distribution activities; 2.exposure to testing for, monitoring of, cleaning up, removing, containing or treating of asbestos, asbestos pro- ducts, asbestos-containing materials or products, asbestos fibers or asbestos dust; or 3.any obligation to investigate, settle or defend, or indemnify any person against any claim or suit arising out of or related in any way, either directly or indirectly, to asbestos, asbestos pro- ducts, asbestos-containing materials or products, asbestos fibers or asbestos dust. B.Any liability, including, but not limited to settlements, judgments, costs, charges, ex- penses, costs of investigations, or the fees of attorneys, experts, or consultants aris- ing out of or in any way related to: 1.the actual, alleged or threatened pres- ence, discharge, dispersal, seepage, migration, release or escape of "pollu- tants," however caused; 2.any request, demand, or order that any Insured or others test for, monitor, clean up, remove, contain, treat, de- toxify, neutralize or in any way re- spond to or assess the effects of "pol- lutants." This includes demands, direc- tives, complaints, suits, orders or re- quests brought by any governmental entity or by any person or group of persons; 3.steps taken or amounts incurred by a governmental unit or any other person or organization to test for, monitor, clean-up, remove, contain, treat, de- toxify or neutralize or assess the ef- fects of "pollutants." This exclusion will apply to any liability, costs, charges or expenses, or any judg- ments or settlements, arising directly or indirectly out of pollution whether or not the pollution was sudden, accidental, grad- ual, intended, expected, unexpected, pre- ventable or not preventable. As used in this exclusion "pollutants" means any solid, liquid, gaseous or ther- mal irritant or contaminant, including, but not limited to, smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste ma- terial. Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 19 4 0 of 65 2 0 6 0 0 3 00 1 2 1 5 18 1 CE 65 24 06 97 (Page 3 of 7) Waste material includes materials which are intended to be or have been to be recycled, reconditioned or reclaimed. C.Any liability excluded by the Nuclear En- ergy Liability Exclusion attached to this policy. V. DEFINITIONS A."First underlying insurance" means the policy or policies of insurance stated as such in Item 5.of the Declarations. B."Loss" means those sums actually paid in the settlement or satisfaction of a claim which you are legally obligated to pay as damages after making proper deductions for all recoveries and salvage. C."Underlying insurance" means "first un- derlying insurance" and all policies of in- surance listed in Item 5.of the Declara- tions. D."Underlying Limits of Insurance" means the total sum of the limits of all applicable "underlying insurance" stated in Item 5.of the Declarations, including self-insurance, or means other than insurance. VI. CONDITIONS A. Appeals In the event you or any underlying insurer elects not to appeal a judgment in excess of the amount of the "Underlying Limits of Insurance," we may elect to appeal at our expense. If we do so elect, we will be liable for the costs and interest incidental to this appeal. In no event will this provi- sion increase our liability beyond the ap- plicable Limits of Insurance described in Section II.of this policy. B. Bankruptcy or Insolvency The bankruptcy, insolvency or inability to pay of any Insured or the bankruptcy, in- solvency or inability to pay of any of the underlying insurers will not relieve us from the payment of any claim or suit covered by this policy. In the event of bankruptcy or insolvency of any underlying Insurer, the insurance af- forded by this policy will not replace such "underlying insurance," but will ap- ply as if the "underlying insurance" was available and collectible. C. Changes Notice to any agent or knowledge pos- sessed by any agent or any other person will not effect a waiver or change in any part of this policy. This policy can only be changed by a written endorsement that becomes a part of this policy and that is signed by one of our authorized repre- sentatives. D. Cancellation 1.You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancellation is to take effect. 2.We may cancel this policy. If we cancel because of nonpayment of premium, we must mail or deliver to you not less than ten (10) days advance written no- tice stating when the cancellation is to take effect. If we cancel for any other reason, we must mail or deliver to you not less than thirty (30) days advance written notice stating when the can- cellation is to take effect. Mailing that notice to you at your mailing address shown in Item 1.of the Declarations will be sufficient to prove notice. 3.The policy period will end on the day and hour stated in the cancellation no- tice. 4.If we cancel, final premium will be cal- culated pro rata based on the time this policy was in force. 5.If you cancel, final premium will be more than pro rata; it will be based on the time this policy was in force and increased by our short rate cancellation table and procedure. 6.Premium adjustment may be made at the time of cancellation or as soon as practicable thereafter but the cancella- tion will be effective even if we have not made or offered any refund due you. Our check or our representative’s Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 20 4 0 of CE 65 24 06 97 (Page 4 of 7) check, mailed or delivered, will be suf- ficient tender of any refund due you. 7.The first Named Insured in Item 1.of the Declarations will act on behalf of all other Insureds with respect to the giving and receiving of notice of can- cellation and the receipt of any refund that may become payable under this policy. 8.Any of these provisions that conflict with a law that controls the cancella- tion of the insurance in this policy is changed by this statement to comply with the law. E. First Named Insured Duties The person or organization first named in Item 1.of the Declarations is responsible for the payment of all premiums. The first Named Insured will act on behalf of all other Named Insureds for the giving and receiving of notice of cancellation or the receipt of any return premium that may become payable. We will be furnished a complete copy of the "first underlying insurance" described in Item 5.of the Declarations and any subsequently issued endorsements which may in any way affect this insurance. F. Legal Actions Against Us There will be no right of action against us under this insurance unless: 1.you have complied with all the terms of this policy; and 2.the amount you owe has been deter- mined by settlement with our consent or by actual trial and final judgment. This insurance does not give anyone the right to add us as a party in an action against you to determine your liability. G. Maintenance of Underlying Insurance During the period of this policy, you agree: 1.to keep the policies listed in Item 5.of the Declarations in full force and ef- fect; 2.that the Limits of Insurance of the "un- derlying insurance" policies listed in Item 5.of the Declarations will be maintained except for any reduction or exhaustion of aggregate limits by pay- ment of claims or suits for "losses" covered by "underlying insurance." If you fail to comply with these require- ments, we will only be liable to the same extent that we would have been had you fully complied with these requirements. H. Notice of Occurrence 1.You must see to it that we are notified as soon as practicable of an occur- rence which may result in a claim or suit which may involve this policy. To the extent possible, notice will include: a.how, when and where the occur- rence took place; b.the names and addresses of any injured persons and witnesses; c.the nature and location of any in- jury or damage arising out of the occurrence. 2.If a claim or suit against any Insured is reasonably likely to involve this policy you must notify us in writing as soon as practicable. 3.You and any other involved Insured must: a.immediately send us copies of any demands, notices, summons- es or legal papers received in con- nection with the claim or suit; b.authorize us to obtain records and other information; c.cooperate with us in the inves- tigation, settlement or defense of the claim or suit; and d.assist us, upon our request, in the enforcement of any right against any person or organization which Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 21 4 0 of 65 2 0 6 0 0 3 00 1 2 1 5 18 1 CE 65 24 06 97 (Page 5 of 7) may be liable to the Insured be- cause of injury or damage to which this insurance may also ap- ply. 4.If the "Underlying Limits of Insurance" are exhausted solely by payment of "loss," no Insured will, except at their own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, with- out our consent. I. Other Insurance If other insurance applies to a "loss" that is also covered by this policy, this policy will apply excess of the other insurance. Nothing herein will be construed to make this policy subject to the terms, conditions and limitations of such other insurance. However, this provision will not apply if the other insurance is specifically written to be excess of this policy. Other insurance includes any type of self- insurance or other mechanism by which an Insured arranges for funding of legal liabilities. J. Premium Unless otherwise provided, the premium for this policy is a flat premium and is not subject to adjustment except as provided herein or amended by endorsement. If any additional premium charge is made to the "underlying insurance" during the policy period or if there is an increase in the risk assumed by us, our premium may be ad- justed accordingly. K. Terms Conformed to Statute The terms of this policy which are in con- flict with the statutes of the state where this policy is issued are amended to con- form to such statutes. If we are prevented by law or statute from paying on behalf of the Insured, then we will, where permitted by law or statute, indemnify the Insured. L. When "Loss" is Payable Coverage under this policy will not apply unless and until the Insured or the In- sured’s "underlying insurance" is obligat- ed to pay the full amount of the "Under- lying Limits of Insurance." When the amount of "loss" has finally been determined, we will promptly pay on behalf of the Insured the amount of "loss" falling within the terms of this policy. NUCLEAR ENERGY LIABILITY EXCLUSION This policy does not apply to: A.Any liability, injury or damage: 1.with respect to which any Insured under the policy is also an Insured under a nu- clear energy liability policy issued by Nu- clear Energy Liability Insurance Associ- ation, Mutual Atomic, Energy Liability Un- derwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an Insured under any such policy but for its termination upon exhaustion of its Limits of Insurance; or 2.resulting from the "hazardous properties" of "nuclear material" and with respect to which (a)a person or organization is re- quired to maintain financial protection pur- suant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b)any Insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement en- tered into by the United States of America, or any agency thereof, with any person or organization. Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 22 4 0 of CE 65 24 06 97 (Page 6 of 7) B.Any injury or "nuclear property damage" re- sulting from the "hazardous properties" of "nuclear material," if: 1.the "nuclear material"(a)is at any "nu- clear facility" owned by, or operated by or on behalf of, any Insured or (b)has been discharged or dispersed therefrom; 2.the "nuclear material" is contained in "spent fuel" or "nuclear waste" at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of any Insured; or 3.the injury or "nuclear property damage" arises out of the furnishing by any Insured of services, materials, parts of equipment in connection with the planning, construc- tion, maintenance, operation or use of any "nuclear facility," but if such facility is lo- cated within the United States of America, its territories or possessions or Canada, this Exclusion B.3.applies only to "nuclear property damage" to such "nuclear facili- ty" and any property therein. C.As used in this exclusion: 1."Hazardous properties" includes radioac- tive, toxic or explosive properties. 2."Nuclear facility" means: a.any "nuclear reactor"; b.any equipment or device designed or used for (1)separating the isotopes of urani- um or plutonium, (2)processing or utilizing "spent fuel" or (3)handling, processing or packaging "nuclear waste"; c.any equipment or device used for the processing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of any Insured at the premises where such equipment or de- vice is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; d.any structure, basin, excavation, prem- ises or place prepared or used for the storage or disposal of, "nuclear waste," and includes the site on which any of the foregoing is located, all op- erations considered on such site and all premises used for such operations. 3."Nuclear material" means "source mate- rial," "special nuclear material" or by- product material. 4."Nuclear property damage" includes all forms of radioactive contamination of property. 5."Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable ma- terial. 6."Nuclear waste" means any "nuclear waste" material (a)containing "by-product material" other than the tailings of "nu- clear waste" produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material" content, and (b)resulting from the operation by any person or organiza- tion of any "nuclear facility" included with- in the definition of "nuclear facility" under Paragraph C.2.a.or C.2.b. 7."Source material," "special nuclear mate- rial," and "by-product material" have the meanings given them in the Atomic En- ergy Act of 1954 or in any law amendatory thereof. 8."Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor." This endorsement does not change any other provision of the policy. Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 23 4 0 of 65 2 0 6 0 0 3 00 1 2 1 5 18 1 CE 65 24 06 97 (Page 7 of 7) In Witness Whereof,we have caused this policy to be executed and attested, but this policy will not be valid unless countersigned by one of our duly authorized representatives, where required by law. Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 12 3 20 2 of 65 2 0 6 0 0 3 00 1 2 1 6 18 1 Any person or organization with whom you have agreed in writing in a contract or agreement to waive any right of recovery we may have against this person or organization. This provision does not apply unless the written contract or agreement has been executed prior to the date of the occurrence for which coverage is provided. 10/25/2024 XWS2465206003 FUTUREVU BRANDS, INC. Ohio Security Insurance Company 19291 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT WC 00 03 13 (Ed. 4-84) Copyright 1983 National Council on Compensation Insurance,Inc. 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 agree- ment from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule 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 Endorsement No. Policy Effective Premium State Policy No. Insured Insurance Company Countersigned by ___________________ Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530 20 0 20 2 of 25.00 Blanket waiver 10/25/2024 XWS2465206003 FUTUREVU BRANDS, INC. Ohio Security Insurance Company 19291 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 79 (Ed. 01-13) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA WC 99 06 79 (Ed. 01-13) 2013Liberty Mutual Insurance Includes copyrighted material of WCIRB,with its permission. 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.) You must maintain payroll records accurately segregating the remuneration of your employees while en- gaged in the work described in the Schedule. The additional premium for this endorsement is $ . Schedule Person or Organization Job Description 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 Endorsement No. Policy Effective Premium State Policy No. Insured Insurance Company Countersigned by ___________________ Docusign Envelope ID: 0AA9D33D-DFF2-4D0E-B6AC-B19A0CA2F530