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HomeMy WebLinkAbout25I230 - Courtmaster Sports, 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) Temporary Pickleball Courts Project Courtmaster Sports, Inc. Louise Rupp admin@courtmastersports.com Convert tennis courts into temporary Pickleball courts for the Parks and Recreation Department $54,075.00 July 28, 2025 - September 12, 2025 On File Jeff Brooker, President / jeff@courtmastersports.com Parks & Recreation Nicholas S. Gonzalez, Director / Ext. 8277 N/A 25I230 N/A Yes Yes Yes Department Yes No N/A N/A N/A 7/25/2025 Janet Burns, Administrative Specialist Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 10.5.21 1 SHORT FORM CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT 25I230 TEMPORARY PICKLEBALL COURTS PROJECT 1. PARTIES AND DATE. This Contract is made and entered into this _________day of July, 2025 (“Effective Date”) by and between the City of Palm Springs, a California charter city and municipal corporation (“City”) and Courtmaster Sports, Inc., a California Corporation, (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Contract. 1. RECITALS. 1.1 City. City is a public agency organized under the laws of the State of California, with power to contract for services necessary to achieve its purpose. 1.2 Contractor. Contractor desires to perform and assume responsibility for the provision of certain construction services required by the City on the terms and conditions set forth in this Contract. Contractor represents that it is duly licensed and experienced in court conversion and resurfacing services related construction services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the services in the State of California, and that it is familiar with the plans of City. The following license classifications are required for this Project: California State Contractors License Type A and Department of Industrial relations (DIR) registration number 1.3 Project. City desires to engage Contractor to render such services for converting three (3) existing tennis courts into twelve (12) temporary Pickleball courts for the Parks & Recreation Department (“Project”) as set forth in this Contract. 1.4 Project Documents & Certifications. Contractor has obtained, and delivers concurrently herewith, Performance Bond, Payment Bond, and Insurance Documents as required by the Contract. 2. TERMS 2.1 Compensation and Payment. 2.1.1 Amount of Compensation. As consideration for performance of the Work required herein, City agrees to pay Contractor the Total Contract Price of Fifty-four thousand seventy- five Dollars ($54, 075.00) (“Total Contract Price”) provided that such amount shall be subject to adjustment pursuant to the applicable terms of this Contract or written change orders approved and signed in advance by the City. 2.1.2 Payment of Compensation. If the Work is scheduled for completion in thirty (30) or less calendar days, City will arrange for payment of the Total Contract Price upon completion and approval by City of the Work. If the Work is scheduled for completion in more than thirty (30) calendar days, City will pay Contractor on a monthly basis as provided for herein. On or before the fifth (5th) day of each month, Contractor shall submit to the City an itemized application for Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 Scs 55575.18100\42920836.2 Revised 8.9.23 Page 2 of 32 payment in the format supplied by the City indicating the amount of Work completed since commencement of the Work or since the last progress payment. These applications shall be supported by evidence which is required by this Contract and such other documentation as the City may require. The Contractor shall certify that the Work for which payment is requested has been done and that the materials listed are stored where indicated. Contractor may be required to furnish a detailed schedule of values upon request of the City and in such detail and form as the City shall request, showing the quantities, unit prices, overhead, profit, and all other expenses involved in order to provide a basis for determining the amount of progress payments. 2.1.3 Prompt Payment. City shall review and pay all progress payment requests in accordance with the provisions set forth in Section 20104.50 of the California Public Contract Code. However, no progress payments will be made for Work not completed in accordance with this Contract. Contractor shall comply with all applicable laws, rules and regulations relating to the proper payment of its employees, subcontractors, suppliers or others. 2.1.4 Contract Retentions. If this Contract is greater than Five Thousand dollars ($5,000), from each approved progress estimate, five percent (5%) will be deducted and retained by the City, and the remainder will be paid to Contractor. All Contract retention shall be released and paid to Contractor and subcontractors pursuant to California Public Contract Code Section 7107. 2.1.5 Other Retentions. In addition to Contract retentions, the City may deduct from each progress payment an amount necessary to protect City from loss because of: (1) liquidated damages which have accrued as of the date of the application for payment; (2) any sums expended by the City in performing any of Contractor’s obligations under the Contract which Contractor has failed to perform or has performed inadequately; (3) defective Work not remedied; (4) stop notices as allowed by state law; (5) reasonable doubt that the Work can be completed for the unpaid balance of the Total Contract Price or within the scheduled completion date; (6) unsatisfactory prosecution of the Work by Contractor; (7) unauthorized deviations from the Contract; (8) failure of Contractor to maintain or submit on a timely basis proper and sufficient documentation as required by the Contract or by City during the prosecution of the Work; (9) erroneous or false estimates by Contractor of the value of the Work performed; (10) any sums representing expenses, losses, or damages as determined by the City, incurred by the City for which Contractor is liable under the Contract; and (11) any other sums which the City is entitled to recover from Contractor under the terms of the Contract or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the City to deduct any of these sums from a progress payment shall not constitute a waiver of the City’s right to such sums. 2.1.6 Substitutions for Contract Retentions. Pursuant to California Public Contract Code section 22300, Contractor may substitute securities for any money withheld by the City to ensure the performance under the Contract. At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with the City, with the State or a federally chartered bank as the escrow agent, who shall return such securities to Contractor upon satisfactory completion of the Contract. Deposit of securities with an escrow agent shall be subject to a written agreement between the escrow agent and the City, which provides that no portion of the securities shall be paid to Contractor until the City has certified to the escrow agent, in writing, that the Contract has been satisfactorily completed. The City shall certify that the Contract has been satisfactorily completed within sixty (60) days of work "completion" as defined in Section 7107(c) of the California Public Contract Code. Securities eligible for investment under this section shall be limited to those listed in Section 16430 of the Government Code, bank or savings & loan certificates of deposit, interest-bearing demand deposit accounts, stand-by letters of credit, or any other security mutually agreed to by Contractor. Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 8.9.23 Page 3 of 32 2.1.7 Payment to Subcontractors. Contractor shall pay all subcontractors for and on account of work performed by such subcontractors in accordance with the terms of their respective subcontracts and as provided for in Section 7108.5 of the California Business and Professions Code. Such payments to subcontractors shall be based on the measurements and estimates made and progress payments provided to Contractor pursuant to this Contract. 2.1.8 Title to Work. As security for partial, progress, or other payments, title to Work for which such payments are made shall pass to the City at the time of payment. To the extent that title has not previously been vested in the City by reason of payments, full title shall pass to the City at delivery of the Work at the destination and time specified in this Contract. Such transferred title shall in each case be good, free and clear from any and all security interests, liens, or other encumbrances. Contractor promises and agrees that it will not pledge, hypothecate, or otherwise encumber the items in any manner that would result in any lien, security interest, charge, or claim upon or against said items. Such transfer of title shall not imply acceptance by the City, nor relieve Contractor from the responsibility to strictly comply with the Contract, and shall not relieve Contractor of responsibility for any loss of or damage to items. 2.1.9 Labor and Material Releases. Contractor shall furnish City with labor and material releases from all subcontractors performing work on, or furnishing materials for, the Work governed by this Contract prior to final payment by City. 2.2 Period of Performance and Liquidated Damages. 2.2.1 Contractor shall perform and complete all Work under this Contract within twenty-five working days, beginning the effective date of the Notice to Proceed (“Contract Time”). Contractor shall perform its Work in strict accordance with any completion schedule, construction schedule or project milestones developed by the City. Such schedules or milestones may be included as part of Exhibits “A” or “B” attached hereto, or may be provided separately in writing to Contractor. Contractor agrees that if such Work is not completed within the aforementioned Contract Time and/or pursuant to any such completion schedule, construction schedule or project milestones developed pursuant to provisions of the Contract, it is understood, acknowledged and agreed that the City will suffer damage. Pursuant to Government Code Section 53069.85, Contractor shall pay to the City as fixed and liquidated damages the sum of Two Hundred Dollars ($200) per day for each and every calendar day of delay beyond the Contract Time or beyond any completion schedule, construction schedule or Project milestones established pursuant to the Contract. 2.2.2 If Contractor is delayed in the performance or progress of the Work by a Force Majeure Event (as defined herein), then the Contractor shall be entitled to a time extension, as provided herein, when the Work stopped is on the critical path and shall not be charged liquidated damages. Such a non-compensable adjustment shall be Contractor’s sole and exclusive remedy for such delays and the Contractor will not receive an adjustment to the Total Contract Price or any other compensation. Contractor must submit a timely request in accordance with the requirements of the Contract. 2.2.3 A Force Majeure Event shall mean an event that materially affects a party’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); (4) pandemics, epidemics or quarantine restrictions; and (5) strikes and other organized labor action occurring at the project site and the effects thereof on the work, only to the extent such Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 8.9.23 Page 4 of 32 strikes and other organized labor action are beyond the control of Contractor and its subcontractors, of every tier, and to the extent the effects thereof cannot be avoided by use of replacement workers. 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. 2.3 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto: • Services/Schedule (Exhibit “A”) • Special Conditions (Exhibit “B”) • Contractor’s Certificate Regarding Workers’ Compensation (Exhibit “C”) • Public Works Contractor Registration Certification (Exhibit “D”) • Payment and Performance Bonds (Exhibit “E”) • Executive Order N-6-22 Certification (Exhibit “F”) • Fleet Compliance Certification (Exhibit “G”) • Change Orders executed by the City • Contractor’s Bid To the extent there is a conflict between any portions of this Contract, the order of precedence shall be as follows: change orders, special conditions, technical specifications, plans/construction drawings, general contract terms, scope of work, standard plans, advertisements for bid/proposals, bids/proposals or other documents submitted by Contractor. 2.4 Contractor’s Basic Obligation; Scope of Work. 2.4.1 Scope of Work. Contractor promises and agrees, at its own cost and expense, to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately complete the Project, including all structures and facilities necessary for the Project or described in the Contract (hereinafter sometimes referred to as the “Work”), for a Total Contract Price as specified pursuant to this Contract. All Work shall be subject to, and performed in accordance with the above referenced documents, as well as the exhibits attached hereto and incorporated herein by reference. 2.4.2 Change in Scope of Work. Any change in the scope of the Work, method of performance, nature of materials or price thereof, or any other matter materially affecting the performance or nature of the Work shall not be paid for or accepted unless such change, addition or deletion is approved in advance and in writing by a valid change order executed by the City. Should Contractor request a change order due to unforeseen circumstances affecting the performance of the Work, such request shall be made within five (5) business days of the date such circumstances are discovered or shall waive its right to request a change order due to such circumstances. If the Parties cannot agree on any change in price required by such change in the Work, the City may direct the Contractor to proceed with the performance of the change on a time and materials basis. 2.4.3 Change Orders. Changes to the Contract Time (as defined in Section 3.3) or Total Contract Price shall be in the form of a written Change Order, either signed by both parties or issued unilaterally by the City. No adjustment shall be made to the Contract Time unless the delay impacts the critical path to completion and the delay was not caused in whole or in part by the Contractor. The City’s liability to Contractor for delays for which the City is responsible shall be Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 8.9.23 Page 5 of 32 limited to only an extension of time unless such delays were unreasonable under the circumstances. Failure to timely request a Change Order shall constitute a waiver of any right to adjust the Contract Time or the Total Contract Price. All requests for Change Orders shall be accompanied by detailed supporting documentation, including but not limited to payroll records, invoices, schedules, and any other documentation requested by the City for the purpose of determining the additional costs or the impact of any delay. If the change involves Work bid at a unit price, then the Total Contract Price shall be increased at the unit price. If there is no unit price, then the Total Contract Price shall be adjusted to account for costs actually incurred plus an allowed mark-up of fifteen percent (15%), which shall constitute the entire amount of profit, mark- ups, field or home office overhead costs, including personnel, equipment or office space, any materials, or any costs of equipment idle time for such work. Regardless of ownership, equipment rates shall not exceed the listed prevailing rates at local equipment rental agencies, or distributors, at the time the work is performed. Nothing herein shall prevent the Parties from agreeing to a lump sum cost. 2.4.4 Changes Ordered By City. City may at any time issue a written directive ordering additions, deletions, or changes to the Work. Contractor shall proceed with the work in accordance with the directive. To the extent the directive results in extra work or requires additional Contract Time, Contractor shall request a Change Order within seven (7) days of receiving the Work Directive. If any costs are not capable of being determined within seven (7) days, then Contractor shall request a Change Order within seven (7) days of when the costs are capable of being determined. 2.4.5 Changes Requested By Contractor. With respect to any matter that may involve or require an adjustment to the Contract Time or the Contract Price, Contractor shall provide written notice of the underlying facts and circumstances that gave rise to the potential change within seven (7) days or prior to the alteration of conditions, whichever is earlier. Failure to give notice shall constitute a waiver of Contractor’s right to a change order. If any costs are not capable of being determined within seven (7) days, then Contractor shall request a Change Order within seven (7) days of when the costs are capable of being determined. 2.5 Substitutions/”Or Equal”. Pursuant to Public Contract Code Section 3400(b), the City may make a finding that designates certain products, things, or services by specific brand or trade name. Unless specifically designated in this Contract, whenever any material, process, or article is indicated or specified by grade, patent, or proprietary name or by name of manufacturer, such Specifications shall be deemed to be used for the purpose of facilitating the description of the material, process or article desired and shall be deemed to be followed by the words “or equal.” Contractor may, unless otherwise stated, offer for substitution any material, process or article which shall be substantially equal or better in every respect to that so indicated or specified in this Contract. However, the City may have adopted certain uniform standards for certain materials, processes and articles. Contractor shall submit requests, together with substantiating data, for substitution of any “or equal” material, process or article no later than thirty-five (35) days after award of the Contract. To facilitate the construction schedule and sequencing, some requests may need to be submitted before thirty-five (35) days after award of Contract. Provisions regarding submission of “or equal” requests shall not in any way authorize an extension of time for performance of this Contract. If a proposed “or equal” substitution request is rejected, Contractor shall be responsible for providing the specified material, process or article. The burden of proof as to the equality of any material, process or article shall rest with Contractor. The City has the complete and sole discretion to determine if a material, process or article is an Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 8.9.23 Page 6 of 32 “or equal” material, process or article that may be substituted. Data required to substantiate requests for substitutions of an “or equal” material, process or article data shall include a signed affidavit from Contractor stating that, and describing how, the substituted “or equal” material, process or article is equivalent to that specified in every way except as listed on the affidavit. Substantiating data shall include any and all illustrations, specifications, and other relevant data including catalog information which describes the requested substituted “or equal” material, process or article, and substantiates that it is an “or equal” to the material, process or article. The substantiating data must also include information regarding the durability and lifecycle cost of the requested substituted “or equal” material, process or article. Failure to submit all the required substantiating data, including the signed affidavit, to the City in a timely fashion will result in the rejection of the proposed substitution. Contractor shall bear all of the City’s costs associated with the review of substitution requests. Contractor shall be responsible for all costs related to a substituted “or equal” material, process or article. Contractor is directed to the Special Conditions (if any) to review any findings made pursuant to Public Contract Code section 3400. 2.6 Standard of Performance; Performance of Employees. Contractor shall perform all Work under this Contract in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Work. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Contract. As provided for in the indemnification provisions of this Contract, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any work necessary to correct errors or omissions which are caused by Contractor’s failure to comply with the standard of care provided for herein. Any employee who is determined by the City to be uncooperative, incompetent, a threat to the safety of persons or the Work, or any employee who fails or refuses to perform the Work in a manner acceptable to the City, shall be promptly removed from the Project by Contractor and shall not be re-employed on the Work. 2.7 Control and Payment of Subordinates; Contractual Relationship. City retains Contractor on an independent contractor basis and Contractor is not an employee of City. Any additional personnel performing the work governed by this Contract on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Contract and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. 2.8 City’s Basic Obligation. City agrees to engage and does hereby engage Contractor as an independent contractor to furnish all materials and to perform all Work according to the terms and conditions herein contained for the sum set forth above. Except as otherwise provided in the Contract, the City shall pay to Contractor, as full consideration for the satisfactory performance by Contractor of the services and obligations required by this Contract, the below-referenced compensation in accordance with compensation provisions set forth in the Contract. 2.9 Labor. Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 8.9.23 Page 7 of 32 2.9.1 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720 et seq., and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. Since the Work is 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. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Contract. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at Contractor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Contractor and any subcontractor shall forfeit a penalty of up to $200 per calendar day or portion thereof for each worker paid less than the prevailing wage rates. 2.9.2 Apprenticeable Crafts. When Contractor employs workmen in an apprenticeable craft or trade, Contractor shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works. The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Contractor. The Contractor or any subcontractor that is determined by the Labor Commissioner to have knowingly violated Section 1777.5 shall forfeit as a civil penalty an amount not exceeding $100 for each full calendar day of noncompliance, or such greater amount as provided by law. 2.9.3 Hours of Work. Contractor is advised that eight (8) hours labor constitutes a legal day’s work. Pursuant to Section 1813 of the California Labor Code, Contractor shall forfeit a penalty of $25.00 per worker for each day that each worker is permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for overtime is made at not less than one and one-half (1-1/2) times the basic rate for that worker. 2.9.4 Payroll Records. Contractor and each subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. The payroll records shall be certified and shall be available for inspection at all reasonable hours at the principal office of Contractor in the manner provided in Labor Code section 1776. In the event of noncompliance with the requirements of this section, Contractor shall have 10 days in which to comply subsequent to receipt of written notice specifying in what respects such Contractor must comply with this section. Should noncompliance still be evident after such 10-day period, Contractor shall, as a penalty to City, forfeit not more than $100.00 for each calendar day or portion thereof, for each worker, until strict compliance is effectuated. The amount of the forfeiture is to be determined by the Labor Commissioner. A contractor who is found to have violated the provisions of law regarding wages on Public Works with the intent to defraud shall be ineligible to bid on Public Works contracts for a period of one to three years as determined by the Labor Commissioner. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, such penalties shall be withheld from progress payments then due. The responsibility for compliance with this section is on Contractor. Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 8.9.23 Page 8 of 32 In accordance with Labor Code section 1771.4, the Contractor and each subcontractor shall furnish the certified payroll records directly to the Department of Industrial Relations (“DIR”) on a weekly basis and in the format prescribed by the DIR, which may include electronic submission. The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. 2.9.5 Contractor and Subcontractor Registration. Pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the DIR. No bid will be accepted nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the DIR to perform public work. Contractor is directed to review, fill out and execute the Public Works Contractor Registration Certification attached hereto as Exhibit “D” prior to contract execution. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. 2.9.6 Labor Compliance; Stop Orders. This Project is subject to compliance monitoring and enforcement by the DIR. It shall be the Contractor’s sole responsibility to evaluate and pay the cost of complying with all labor compliance requirements under this Contract and applicable law. Any stop orders issued by the DIR against Contractor or any subcontractor that affect Contractor’s performance of Work, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay subject to any applicable liquidated damages and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Contractor or any subcontractor. 2.10 Performance of Work; Jobsite Obligations. 2.10.1 Water Quality Management and Compliance. 2.10.1.1 Water Quality Management and Compliance. Contractor shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Work including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); local ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State. 2.10.1.2 Compliance with the Statewide Construction General Permit. Contractor shall comply with all conditions of the most recent iteration of the National Pollutant Discharge Elimination System General Permit for Storm Water Discharges Associated with Construction Activity, issued by the California State Water Resources Control Board (“Permit”). It shall be Contractor’s sole responsibility to file a Notice of Intent and procure coverage under the Permit for all construction activity which results in the disturbance of more than one acre of total land area or which is part of a larger common area of development or sale. Prior to initiating work, Contractor shall be solely responsible for preparing and implementing a Storm Water Pollution Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 8.9.23 Page 9 of 32 Prevention Plan (SWPPP) as required by the Permit. Contractor shall be responsible for procuring, implementing and complying with the provisions of the Permit and the SWPPP, including the standard provisions, and monitoring and reporting requirements as required by the Permit. The Permit requires the SWPPP to be a “living document” that changes as necessary to meet the conditions and requirements of the job site as it progresses through difference phases of construction and is subject to different weather conditions. It shall be Contractor’s sole responsibility to update the SWPPP as necessary to address conditions at the project site. 2.10.1.3 Other Water Quality Rules Regulations and Policies. Contractor shall comply with the lawful requirements of any applicable municipality, drainage City, or local agency regarding discharges of storm water to separate storm drain systems or other watercourses under their jurisdiction, including applicable requirements in municipal storm water management programs. 2.10.1.4 Cost of Compliance. Storm, surface, nuisance, or other waters may be encountered at various times during construction of the Work. Therefore, the Contractor, hereby acknowledges that it has investigated the risk arising from such waters and assumes any and all risks and liabilities arising therefrom. 2.10.1.5 Liability for Non-Compliance. Failure to comply with laws, regulations, standards, ordinances, and permits listed in Sections 3.10.1.1, 3.10.1.2, 3.10.1.3, and 3.10.1.4 of the Contract is a violation of federal and state law. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to defend, indemnify and hold harmless the City and its directors, officials, officers, employees, volunteers and agents for any alleged violations. In addition, City may seek damages from Contractor for any delay in completing the Work in accordance with the Contract, if such delay is caused by or related to Contractor’s failure to comply with the Permit. 2.10.1.6 Reservation of Right to Defend. City reserves the right to defend any enforcement action brought against the City for Contractor’s failure to comply with the Permit or any other relevant water quality law, regulation, or policy. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to be bound by, and to reimburse the City for the costs (including the City’s attorney’s fees) associated with, any settlement reached between the City and the relevant enforcement entity. 2.10.1.7 Training. In addition to the standard of performance requirements set forth in this Contract, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies described in paragraph 3.10.1. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in paragraph 3.10.1 as they may relate to the Work provided under this Contract. Upon request, City will provide the Contractor with a list of training programs that meet the requirements of this paragraph. 2.10.2 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. Contractor shall comply with the requirements of the specifications relating to safety measures applicable in particular operations or kinds of work. In carrying out its Work, Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Work and the conditions under which the Work is to be performed. Safety precautions as applicable shall include, but shall not be limited to, adequate life protection and lifesaving equipment; adequate illumination for underground and night Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 8.9.23 Page 10 of 32 operations; instructions in accident prevention for all employees, such as machinery guards, safe walkways, scaffolds, ladders, bridges, gang planks, confined space procedures, trenching and shoring, fall protection and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and adequate facilities for the proper inspection and maintenance of all safety measures. Furthermore, Contractor shall prominently display the names and telephone numbers of at least two medical doctors practicing in the vicinity of the Project, as well as the telephone number of the local ambulance service, adjacent to all telephones at the Project site. 2.10.3 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Contract or the Work, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with the Work. If Contractor observes that the drawings or specifications are at variance with any law, rule or regulation, it shall promptly notify the City in writing. Any necessary changes shall be made by written change order. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Contract to the same extent as though set forth herein and will be complied with. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 2.10.4 Permits and Licenses. Contractor shall be responsible for securing City permits and licenses necessary to perform the Work described herein, including, but not limited to, a City Business License. While Contractor will not be charged a fee for any City permits, Contractor shall pay the City’s applicable business license fee. Any ineligible contractor or subcontractor pursuant to Labor Code Sections 1777.1 and 1777.7 may not perform work on this Project. 2.10.5 Trenching Work. If the Total Contract Price exceeds $25,000 and if the Work governed by this Contract entails excavation of any trench or trenches five (5) feet or more in depth, Contractor shall comply with all applicable provisions of the California Labor Code, including Section 6705. To this end, Contractor shall submit for City’s review and approval a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer. 2.10.6 Hazardous Materials and Differing Conditions. As required by California Public Contract Code Section 7104, if this Contract involves digging trenches or other excavations that extend deeper than four (4) feet below the surface, Contractor shall promptly, and prior to disturbance of any conditions, notify City of: (1) any material discovered in excavation that Contractor believes to be a hazardous waste that is required to be removed to a Class I, Class II or Class III disposal site; (2) subsurface or latent physical conditions at the site differing from those indicated by City; and (3) unknown physical conditions of an unusual nature at the site, significantly different from those ordinarily encountered in such contract work. Upon notification, City shall promptly investigate the conditions to determine whether a change order is appropriate. In the event of a dispute, Contractor shall not be excused from any scheduled completion date Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 8.9.23 Page 11 of 32 and shall proceed with all Work to be performed under the Contract, but shall retain all rights provided by the Contract or by law for making protests and resolving the dispute. 2.10.7 Underground Utility Facilities. To the extent required by Section 4215 of the California Government Code, City shall compensate Contractor for the costs of: (1) locating and repairing damage to underground utility facilities not caused by the failure of Contractor to exercise reasonable care; (2) removing or relocating underground utility facilities not indicated in the construction drawings; and (3) equipment necessarily idled during such work. Contractor shall not be assessed liquidated damages for delay caused by failure of City to provide for removal or relocation of such utility facilities. 2.10.8 Air Quality. Contractor shall fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the air pollution control district or air quality management district with jurisdiction (Air District) and/or California Air Resources Board (CARB). Although the Air District and CARB limits and requirements are more broad, Contractor shall specifically be aware of their application to "portable equipment", which definition is considered by Air District and CARB to include any item of equipment with a fuel-powered engine. The California Air Resources Board (“CARB”) implemented amendments to the In-Use Off-Road Diesel-Fueled Fleets Regulations (“Regulation”) which are effective on January 1, 2024 and apply broadly to all self-propelled off road diesel vehicles 25 horsepower or greater and other forms of equipment used in California. A copy of the Regulation is available at https://ww2.arb.ca.gov/sites/default/files/barcu/regact/2022/off-roaddiesel/appa-1.pdf. Contractors and Subcontractors are required to comply with all CARB and Regulation requirements, including, without limitation, all applicable sections of the Regulation, as codified in Title 13 of the California Code of Regulations section 2449 et seq. throughout the term of the Project. Contractors must provide, with their Bid, copies of Bidder’s and all listed subcontractors the most recent, valid Certificate of Reported Compliance (“CRC”) issued by CARB. Failure to provide valid CRCs as required herein in “Exhibit H” may render the Bid non-responsive. Contractor shall comply, and shall ensure all subcontractors comply, with all applicable requirements of Title 13, California Code of Regulations Division 3, Chapter 9 and all pending amendments (“Regulation”). Throughout the Project, and for three (3) years thereafter, Contractor shall make available for inspection and copying any and all documents or information associated with Contractor’s and any subcontractors’ fleet including, without limitation, all Certificates of Reported Compliance, fuel/refueling records, maintenance records, emissions records, and any other information the Contractor is required to produce, keep or maintain pursuant to the Regulation upon two (2) calendar days’ notice from the District. Contractor shall indemnify District against any fines or penalties imposed by Air District, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement. 2.10.9 State Recycling Mandates. Contractor shall comply with State Recycling Mandates. Any recyclable materials/debris collected by the contractor that can be feasibly diverted via reuse or recycling must be hauled by the appropriate handler for reuse or recycling. 2.10.10 Inspection Of Site. Contractor has visited sites where Work is to be performed and has become acquainted with all conditions affecting the Work. Contractor warrants that it has made such examinations as it deems necessary to determine the condition of the Work sites, its accessibility to materials, workmen and equipment, and to determine the Contractor’s ability to Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 8.9.23 Page 12 of 32 protect existing surface and subsurface improvements. No claim for allowances–time or money– will be allowed as to such matters. 2.10.11 Field Measurements. Contractor shall make field measurements, verify field conditions and shall carefully compare such field measurements and conditions and other information known to Contractor with the Contract Documents before commencing activities. Errors, inconsistencies or omissions discovered shall be reported to the City immediately and prior to performing any work or altering the condition. 2.11 Completion of Work. When Contractor determines that it has completed the Work required herein, Contractor shall so notify City in writing and shall furnish all labor and material releases required by this Contract. City shall thereupon inspect the Work. If the Work is not acceptable to the City, the City shall indicate to Contractor in writing the specific portions or items of Work which are unsatisfactory or incomplete. Once Contractor determines that it has completed the incomplete or unsatisfactory Work, Contractor may request a re-inspection by the City. Once the Work is acceptable to City, City shall pay to Contractor the Total Contract Price remaining to be paid, less any amount which City may be authorized or directed by law to retain. Payment of retention proceeds due to Contractor shall be made in accordance with Section 7107 of the California Public Contract Code. 2.12 Claims; Government Code Claim Compliance. 2.12.1 Intent. Effective January 1, 1991, Section 20104 et seq., of the California Public Contract Code prescribes a process utilizing informal conferences, non-binding judicial supervised mediation, and judicial arbitration to resolve disputes on construction claims of $375,000 or less. Effective January 1, 2017, Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes on construction claims. The intent of this Section is to implement Sections 20104 et seq. and Section 9204 of the California Public Contract Code. This Section shall be construed to be consistent with said statutes. 2.12.2 Claims. For purposes of this Section, “Claim” means a separate demand by the Contractor, after a change order duly requested in accordance with the terms of this Contract has been denied by the City, for (A) a time extension, (B) payment of money or damages arising from Work done by or on behalf of the Contractor pursuant to the Contract, or (C) an amount the payment of which is disputed by the City. A “Claim” does not include any demand for payment for which the Contractor has failed to provide notice, request a change order, or otherwise failed to follow any procedures contained in the Contract Documents. 2.12.3 Filing Claims. Claims governed by this Section may not be filed unless and until the Contractor completes all procedures for giving notice of delay or change and for the requesting of a time extension or change order, including but not necessarily limited to the change order procedures contained herein, and Contractor’s request for a change has been denied in whole or in part. Claims governed by this Section must be filed no later than fourteen (14) days after a request for change has been denied in whole or in part or after any other event giving rise to the Claim. The Claim shall be submitted in writing to the City and shall include on its first page the following in 16 point capital font: “THIS IS A CLAIM.” Furthermore, the claim shall include the documents necessary to substantiate the claim. Nothing in this Section is intended to extend the time limit or supersede notice requirements otherwise provided by contract for the filing of claims, including all requirements pertaining to compensation or payment for extra Work, disputed Work, and/or changed conditions. Failure to follow such contractual requirements shall bar any claims or subsequent lawsuits for compensation or payment thereon. Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 8.9.23 Page 13 of 32 2.12.4 Supporting Documentation. The Contractor shall submit all claims in the following format: 2.12.4.1 Summary of claim merit and price, reference Contract Document provisions pursuant to which the claim is made 2.12.4.2 List of documents relating to claim: A. Specifications B. Drawings C. Clarifications (Requests for Information) D. Schedules E. Other 2.12.4.3 Chronology of events and correspondence 2.12.4.4 Analysis of claim merit 2.12.4.5 Analysis of claim cost, including calculations and supporting documents 2.12.4.6 Time impact analysis in CPM format 2.12.4.7 If Contractor’s claim is based in whole or in part on an allegation of errors or omissions in the Drawings or Specifications for the Project, Contractor shall provide a summary of the percentage of the claim subject to design errors or omissions and shall obtain a certificate of merit in support of the claim of design errors and omissions. 2.12.4.8 If Contractor’s claim is based in whole or in part on an allegation of errors or omissions in the Drawings or Specifications for the Project, Contractor shall provide a summary of the percentage of the claim subject to design errors or omissions and shall obtain a certificate of merit in support of the claim of design errors and omissions. 2.12.5 City’s Response. Upon receipt of a Claim pursuant to this Section, City shall conduct a reasonable review of the Claim and, within a period not to exceed 45 days of receipt of the Claim, or as extended by mutual agreement, shall provide the Contractor a written statement identifying what portion of the Claim is disputed and what portion is undisputed. Any payment due on an undisputed portion of the Claim will be processed and made within 60 days after the City issues its written statement. 2.12.5.1 If City needs approval from its governing body to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the Claim, and the governing body does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a Claim sent by registered mail or certified mail, return receipt requested, City shall have up to three (3) days following the next duly publicly noticed meeting of the governing body after the 45-day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion. 2.12.5.2 Within 30 days of receipt of a Claim, City may request in writing additional documentation supporting the Claim or relating to defenses or claims City may have against the Contractor. If additional information is thereafter required, it shall be requested and provided Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 8.9.23 Page 14 of 32 pursuant to this subdivision, upon mutual agreement of City and the Contractor. City’s written response to the Claim, shall be submitted to the Contractor within 30 Days (if the Claim is less than $50,000, within 15 Days) after receipt of the additional documentation, or within a period of time no greater than that taken by the Contractor in producing the additional information or requested documentation, whichever is greater. 2.12.6 Meet and Confer. If the Contractor disputes City’s written response, or City fails to respond within the time prescribed, the Contractor may so notify City, in writing, within 15 Days of receipt of City’s response or the City’s failure to respond, and demand an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand, City shall schedule a meet and confer conference within 30 Days for settlement of the dispute. 2.12.7 Mediation. Within 10 business days following the conclusion of the meet and confer conference, if the Claim or any portion of the Claim remains in dispute, City shall provide the Contractor a written statement identifying the portion of the Claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 Days after City issues its written statement. Any disputed portion of the Claim, as identified by the Contractor in writing, shall be submitted to nonbinding mediation, with City and the Contractor sharing the associated costs equally. City and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the Claim has been identified in writing, unless the Parties agree to select a mediator at a later time. 2.12.7.1 If the Parties cannot agree upon a mediator, each Party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each Party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. 2.12.7.2 For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the Parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section. 2.12.7.3 Unless otherwise agreed to by City and the Contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Section 20104.4 to mediate after litigation has been commenced. 2.12.7.4 The mediation shall be held no earlier than the date the Contractor completes the Work or the date that the Contractor last performs Work, whichever is earlier. All unresolved Claims shall be considered jointly in a single mediation, unless a new unrelated Claim arises after mediation is completed. 2.12.8 Procedures After Mediation. If following the mediation, the Claim or any portion remains in dispute, the Contractor must file a claim pursuant to Chapter 1 (commencing with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of the Government Code. For purposes of those provisions, the running of the period of time within which a claim must be filed shall be tolled from the time the Contractor submits his or her written Claim pursuant to subdivision (a) until the time the Claim is denied, including any period of time utilized by the meet and confer conference or mediation. 2.12.9 Civil Actions. The following procedures are established for all civil actions filed to resolve Claims of $375,000 or less: Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 8.9.23 Page 15 of 32 2.12.9.1 Within 60 Days, but no earlier than 30 Days, following the filing or responsive pleadings, the court shall submit the matter to non-binding mediation unless waived by mutual stipulation of both Parties or unless mediation was held prior to commencement of the action in accordance with Public Contract Code section 9204 and the terms of these procedures. The mediation process shall provide for the selection within 15 Days by both Parties of a disinterested third person as mediator, shall be commenced within 30 Days of the submittal, and shall be concluded within 15 Days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court. 2.12.9.2 If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1114.11 of that code. The Civil Discovery Act of 1986 (Article 3 (commencing with Section 2016) of Chapter 3 of Title 3 of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration. 2.12.9.3 In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, (A) arbitrators shall, when possible, be experienced in construction law, and (B) any party appealing an arbitration award who does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, also pay the attorney’s fees on appeal of the other party. 2.12.10 Government Code Claim Procedures. 2.12.10.1 This section does not apply to tort claims and nothing in this section is intended nor shall be construed to change the time periods for filing tort claims or actions specified by Chapter 1 (commending with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.5 of Title 1 of the Government Code. 2.12.10.2 In addition to any and all Contract requirements pertaining to notices of and requests for adjustments to the Contract Time, Contract Price, or compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. 2.12.10.3 Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to adjustment of the Contract Time, Contract Price, or compensation or payment for extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor may not file any action against the City. 2.12.10.4 A Government Code claim must be filed no earlier than the date the work is completed or the date the Contractor last performs work on the Project, whichever occurs first. A Government Code claim shall be inclusive of all unresolved Claims known to the Contractor excepting only new unrelated Claims that arise after the Government Code claim is submitted. 2.12.11 Non-Waiver. City’s failure to respond to a Claim from the Contractor within the time periods described in this section or to otherwise meet the time requirements of this section shall Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 8.9.23 Page 16 of 32 result in the Claim being deemed rejected in its entirety and shall not constitute a waiver of any rights under this section. 2.13 Loss and Damage. Except as may otherwise be limited by law, Contractor shall be responsible for all loss and damage which may arise out of the nature of the Work agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Work until the same is fully completed and accepted by City. In the event of damage proximately caused by an Act of God, as defined by Section 7105 of the Public Contract Code, the City may terminate this Contract pursuant to the termination provisions in this Contract; provided, however, that the City needs to provide Contractor with only one (1) day advanced written notice. 2.14 Indemnification. 2.14.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its officials, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s services, the Project or this Contract, including without limitation the payment of all consequential damages, expert witness fees, attorneys’ fees and other related costs and expenses. Notwithstanding the foregoing, to the extent required by Civil Code section 2782, Contractor’s indemnity obligation shall not apply to such loss or damage which is caused by the sole or active negligence or willful misconduct of the City. 2.14.2 Additional Indemnity Obligations. Contractor shall defend, with counsel of City’s choosing and at Contractor’s own cost, expense and risk, any and all Claims covered by this section that may be brought or instituted against City or its officials, employees, agents and authorized volunteers. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, employees, agents and authorized volunteers as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its officials, employees, agents and authorized volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City’s attorney’s fees and costs, including expert witness fees. Contractor shall reimburse City and its officials, employees, agents and authorized volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall survive expiration or termination of this Contract, and shall not be restricted to insurance proceeds, if any, received by the City, its officials, employees, agents and authorized volunteers. 2.15 Insurance. 2.15.1 Time for Compliance. Contractor shall not commence Work under this Contract until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Contract for cause. Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 8.9.23 Page 17 of 32 2.15.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work hereunder by Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Contract. Such insurance shall meet at least the following minimum levels of coverage: 2.15.2.1 Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 00 01) OR Insurance Services Office Owners and Contractors Protective Liability Coverage Form (CG 00 09 11 88) (coverage for operations of designated contractor); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 00 01, code 1 (any auto); (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance; and (4) Builders’/All Risk: Builders’/All Risk insurance covering for all risks of loss, including explosion, collapse, underground excavation and removal of lateral support (and including earthquakes and floods if requested by the City). Policies shall not contain exclusions contrary to this Contract. 2.15.2.2 Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence and $4,000,000 general aggregate for bodily injury, personal injury and property damage; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; (3) Workers’ Compensation and Employer’s Liability: Workers’ compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 each accident, policy limit bodily injury or disease, and each employee bodily injury or disease; and (4) Builders’/All Risk: Completed value of the project. Defense costs shall be available in addition to the limits. Notwithstanding the minimum limits specified herein, any available coverage shall be provided to the parties required to be named as additional insureds pursuant to this Contract. 2.15.2.3 Notices; Cancellation or Reduction of Coverage. At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. In the event any policy of insurance required under this Contract does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Contractor or the City may withhold amounts sufficient to pay premium from Contractor payments. In the alternative, the City may suspend or terminate this Contract. 2.15.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements (amendments) on forms supplied or approved by the City to add the following provisions to the insurance policies: 2.15.3.1 General Liability. (1) Such policy shall give the City, its officials, employees, agents and volunteers additional insured status using ISO endorsements CG20 10 10 01 plus CG20 37 10 01, or endorsements providing the exact same coverage, with respect to the Work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work; (2) all policies shall waive or shall permit Contractor to Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 8.9.23 Page 18 of 32 waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it. 2.15.3.2 Automobile Liability. (1) Such policy shall give the City, its officials, employees, agents and volunteers additional insured status with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Contractor or for which Contractor is responsible; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it in any way. 2.15.3.3 Workers’ Compensation and Employer’s Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its officials, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by Contractor. 2.15.3.4 All Coverages. Each insurance policy required by this Contract shall be endorsed to state that: (1) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its officials, employees, agents and volunteers. 2.15.4 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its officials, employees, agents and volunteers. 2.15.5 Professional Liability Insurance. All architects, engineers, consultants or design professionals retained by Contractor shall also procure and maintain, for a period of five (5) years following completion of the Contract, errors and omissions liability insurance with a limit of not less than $1,000,000 per occurrence. This insurance shall name the City, its directors, officials, officers, employees, agents and volunteers as additional and insureds with respect to Work performed, and shall otherwise comply with all requirements of this Section. Defense costs shall be paid in addition to the limits. 2.15.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officials, employees, agents and authorized volunteers; or (2) Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 8.9.23 Page 19 of 32 the Contractor shall procure a bond or other financial guarantee acceptable to the City guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 2.15.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VII, licensed to do business in California, and satisfactory to the City. Exception may be made for the State Compensation Insurance Fund when not specifically rated. 2.15.8 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Contract on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the City. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 2.15.9 Subcontractors. All subcontractors shall meet the requirements of this Section before commencing Work. Contractor shall furnish separate certificates and endorsements for each subcontractor. Subcontractor policies of General Liability insurance shall name the City, its officials, employees, agents and authorized volunteers as additional insureds using form ISO 20 38 04 13 or endorsements providing the exact same coverage. All coverages for subcontractors shall be subject to all of the requirements stated herein except as otherwise agreed to by the City in writing. 2.15.10 Reporting of Claims. Contractor shall report to the City, in addition to Contractor’s insurer, any and all insurance claims submitted by Contractor in connection with the Work under this Contract. 2.16 Bond Requirements. 2.16.1 Payment Bond. If required by law or otherwise specifically requested by City in Exhibit “B” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Contract a Payment Bond in an amount required by the City and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the City. 2.16.2 Performance Bond. If specifically requested by City in Exhibit “B” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Contract a Performance Bond in an amount required by the City and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the City. 2.16.3 Bond Provisions. Should, in City’s sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the effected bond within (ten) 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Contract until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the Total Contract Price is increased in accordance with the Contract, Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 8.9.23 Page 20 of 32 Contractor shall, upon request of the City, cause the amount of the bond to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. If Contractor fails to furnish any required bond, the City may terminate the Contract for cause. 2.16.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedure Section 995.120, shall be accepted. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City. 2.17 Warranty. Contractor warrants all Work under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the Work or non-conformance of the Work to the Contract, commence and prosecute with due diligence all Work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the Work (or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so corrected, Contractor’s obligation hereunder to correct defective Work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected Work. Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor’s sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand. 2.18 Employee/Labor Certifications. 2.18.1 Contractor’s Labor Certification. By its signature hereunder, Contractor certifies that he is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Work. A certification form for this purpose, which is attached to this Contract as Exhibit “C” and incorporated herein by reference, shall be executed simultaneously with this Contract. Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 8.9.23 Page 21 of 32 2.18.2 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 2.18.3 Verification of Employment Eligibility. By executing this Contract, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subcontractors and sub-subcontractors to comply with the same. 2.19 Termination. This Contract may be terminated by City at any time, either with our without cause, by giving Contractor three (3) days advance written notice. In the event of termination by City for any reason other than the fault of Contractor, City shall pay Contractor for all Work performed up to that time as provided herein. In the event of breach of the Contract by Contractor, City may terminate the Contract immediately without notice, may reduce payment to Contractor in the amount necessary to offset City’s resulting damages, and may pursue any other available recourse against Contractor. Contractor may not terminate this Contract except for cause. In the event this Contract is terminated in whole or in part as provided, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. Further, if this Contract is terminated as provided, City may require Contractor to provide all finished or unfinished documents, data, diagrams, drawings, materials or other matter prepared or built by Contractor in connection with its performance of this Contract. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 2.20 City Officers and Employees: Non-Discrimination. 2.20.1 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 Contract. 2.20.2 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 Contract nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Contract 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 Contract. 2.20.3 Covenant Against Discrimination. In connection with its performance under this Contract, 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 Contract, and in executing this Contract, 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 Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 8.9.23 Page 22 of 32 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. 2.21 General Provisions. 2.21.1 City’s Representative. The City hereby designates John Brickley, Parks & Recreation Project Manager, or his or her designee, to act as its representative for the performance of this Contract (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee. 2.21.2 Contractor’s Representative. Before starting the Work, Contractor shall submit in writing the name, qualifications and experience of its proposed representative who shall be subject to the review and approval of the City (“′Contractor’s Representative”). Following approval by the City, Contractor’s Representative shall have full authority to represent and act on behalf of Contractor for all purposes under this Contract. Contractor’s Representative shall supervise and direct the Work, using his best skill and attention, and shall be responsible for all construction means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Contract. Contractor’s Representative shall devote full time to the Project and either he or his designee, who shall be acceptable to the City, shall be present at the Work site at all times that any Work is in progress and at any time that any employee or subcontractor of Contractor is present at the Work site. Arrangements for responsible supervision, acceptable to the City, shall be made for emergency Work which may be required. Should Contractor desire to change its Contractor’s Representative, Contractor shall provide the information specified above and obtain the City’s written approval. 2.21.3 Contract Interpretation. Should any question arise regarding the meaning or import of any of the provisions of this Contract or written or oral instructions from City, the matter shall be referred to City’s Representative, whose decision shall be binding upon Contractor. 2.21.4 Anti-Trust Claims. This provision shall be operative if this Contract is applicable to California Public Contract Code Section 7103.5. In entering into this Contract to supply goods, services or materials, Contractor hereby offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code) arising from purchases of goods, services, or materials pursuant to the Contract. This assignment shall be made and become effective at the time the City tender final payment to Contractor, without further acknowledgment by the Parties. 2.21.5 Notices. All notices hereunder and communications regarding interpretation of the terms of the Contract or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows: To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 8.9.23 Page 23 of 32 To Contractor: Courtmaster Sports, Inc. Attention: Jeff Brooker PO Box 580795 North Palm Springs, California 92258 Any notice so given shall be considered received by the other Party three (3) days after deposit in the U.S. Mail as stated above and addressed to the Party at the above address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 2.21.6 Time of Essence. Time is of the essence in the performance of this Contract. 2.21.7 Assignment Forbidden. Contractor shall not, either voluntarily or by action of law, assign or transfer this Contract or any obligation, right, title or interest assumed by Contractor herein without the prior written consent of City. If Contractor attempts an assignment or transfer of this Contract or any obligation, right, title or interest herein, City may, at its option, terminate and revoke the Contract and shall thereupon be relieved from any and all obligations to Contractor or its assignee or transferee. 2.21.8 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 2.21.9 Laws; Venue. This Contract shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Contract, the action shall be brought in a state or federal court situated in the County of Riverside, State of California. 2.21.10 Attorneys’ Fees. If either Party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Contract, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all other costs of such action. 2.21.11 Counterparts. This Contract may be executed in counterparts, each of which shall constitute an original. 2.21.12 Successors. The Parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract. 2.21.13 Solicitation. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City shall have the right to terminate this Contract without liability. 2.21.14 Certification of License. Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 8.9.23 Page 24 of 32 2.21.14.1 Contractor certifies that as of the date of execution of this Contract, Contractor has a current contractor’s license of the classification indicated below under Contractor’s signature. 2.21.14.2 Contractors are required by law to be licensed and regulated by the Contractors’ State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four (4) years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors’ State License Board, P.O. Box 26000, Sacramento, California 95826. 2.21.15 Authority to Enter Contract. Each Party warrants that the individuals who have signed this Contract have the legal power, right and authority to make this Contract and bind each respective Party. 2.21.16 Entire Contract; Modification. This Contract contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Contract may only be modified by a writing signed by both Parties. 2.21.17 Non-Waiver. None of the provisions of this Contract shall be considered waived by either party, unless such waiver is specifically specified in writing. 2.21.18 City’s Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project or other projects. 2.22 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 Attachment “G” (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: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 8.9.23 Page 25 of 32 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND COURTMASTER SPORTS, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By Date Signature By Date Signature CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: Item No. APPROVED AS TO FORM: ATTEST: By By City Attorney City Clerk APPROVED: By Date City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager/Assistant Director – up to $5,000 Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 1J05/14/25 7/28/2025 7/28/2025 7/28/2025 7/28/2025 55575.18100\42920836.2 Revised 8.9.23 Page 26 of 32 EXHIBIT “A” SERVICES / SCHEDULE Contractor shall provide construction services to convert three (3) existing tennis courts into twelve (12) temporary Pickleball courts located at the College of the Desert Satellite Campus, 1300 Baristo Road, Palm Springs, CA 92262. DESCRIPTION OF WORK • Layout and core-drill for 24 permanent net posts with in-ground sleeves. • Locate and mark all delaminations and irregularities. • Remove those areas of the courts surface using the Edco Terrazzo diamond grinding unit. • Patch voids and irregularities with acrylic Deep Patch Binder and inert fillers. • Black out existing playing lines. • Disc-sand the repairs to a seamless edge. • Wash courts surface thoroughly. • Layout 4 pickleball playing areas on each court. • Install Laykold Acrylic Sport Surfacing System by Advanced Polymer Technology • Court colors to be determined (2 colors with white playing lines). • Layout and stripe as per USAP Regulations. • Install 4 new high water pickleball nets. Tennis nets to remain as divider net. SCHEDULE OF COMPENSATION Contractor shall be paid for scheduled services as per Courtmasters Sports, Inc. proposal. Cost for the specifications as outlined: $52,500.00 (Prevailing Wages Included) Payment and Performance Bonds: $1,575.00 Total Costs: $54,075.00 GUARANTEE: All labor and materials are to be supplied by Courtmaster Sports, Inc., and are guaranteed for a period of one (1) year under normal weather and usage conditions. Cracks will reappear and are not covered under warranty. All Bids are Valid for 30 Days Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 8.9.23 Page 27 of 32 EXHIBIT “B” SPECIAL CONDITIONS ARTICLE 1. BONDS Concurrently with this Contract, the Contractor shall deliver to the City four identical counterparts of the Performance Bond and Payment Bond on the forms supplied by the City and included as Exhibit “D” to the Contract. The surety supplying the bond must be an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, authorized to do business as such in the State of California and satisfactory to the City. The Performance Bond and the Payment Bond shall be for one hundred percent (100%) of the Total Contract Price. Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 8.9.23 Page 28 of 32 EXHIBIT “C” CERTIFICATION LABOR CODE - SECTION 1861 I, the undersigned Contractor, am aware of the provisions of Section 3700, et seq., of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I, the undersigned Contractor, agree to and will comply with such provisions before commencing the performance of the Work on this Contract. Courtmaster Sports, Inc. By: Signature Name (print) Title (print) Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 Jeff Brooker President 55575.18100\42920836.2 Revised 8.9.23 Page 29 of 32 EXHIBIT “D” PUBLIC WORKS CONTRACTOR REGISTRATION CERTIFICATION Pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. See http://www.dir.ca.gov/Public- Works/PublicWorks.html for additional information. No bid will be accepted nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the Department of Industrial Relations to perform public work. Contractor hereby certifies that it is aware of the registration requirements set forth in Labor Code sections 1725.5 and 1771.1 and is currently registered as a contractor with the Department of Industrial Relations. Name of Contractor: Courtmaster Sports, Inc. DIR Registration Number: 1000030526 DIR Registration Expiration: 06/30/26 Small Project Exemption: _____ Yes or __X___ No Unless Contractor is exempt pursuant to the small project exemption, Contractor further acknowledges: 1. Contractor shall maintain a current DIR registration for the duration of the project. 2. Contractor shall include the requirements of Labor Code sections 1725.5 and 1771.1 in its contract with subcontractors and ensure that all subcontractors are registered at the time of bid opening and maintain registration status for the duration of the project. 3. Failure to submit this form or comply with any of the above requirements may result in a finding that the bid is non-responsive. Name of Contractor Courtmaster Sports, Inc. Signature Name and Title Jeff Brooker, President Dated Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 7/28/2025 55575.18100\42920836.2 Revised 8.9.23 Page 30 of 32 EXHIBIT “E” PAYMENT AND PERFORMANCE BONDS Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 PAYMENT BOND KNOW ALL MEN BY THESE PRESENTS That Bond No. CIC1964883 WHEREAS, the City of Palm Springs (hereinafter designated as the "City"), by action taken or a resolution passed July 2 , 20 .li_ has awarded to CourtMaster Sports, Inc. hereinafter designated as the "Principal," a contract for the work described as follows: ____ T_em_po_r_a_rv_P_i _ck_l_eb_a_ll_C _o_u _rt_s_P_ro�j_ec_t ________ (the "Project"); and WHEREAS, the work to be performed by the Principal is more particularly set forth in the Contract Documents for the Project dated July 28. 2025 ("Contract Documents"), the terms and conditions of which are expressly incorporated by reference; and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth. NOW THEREFORE, we, the Principal and C apitol Indemnity Corpor ation as Surety, are held and firmly bound unto the City in the penal sum of Fifty Four Thousand Seventy Five Dollars and 00/1 0O's Dollars ($54,075.00) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Section 9100 of the Civil Code, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, all litigation expenses incurred by City in such suit, including reasonable attorneys' fees, court costs, expert witness fees and investigation expenses. This bond shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond. It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any Revised 8.9.23 555.75. I 8100\42920836.2 Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 55575.18100\42920836.2 Revised 8.9.23 Page 31 of 32 EXHIBIT “F” 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: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 Jeff Brooker Courtmaster Sports, Inc. President 7/28/2025 55575.18100\42920836.2 Revised 8.9.23 Page 32 of 32 Exhibit “G” Fleet Compliance Certification Contractor hereby acknowledges that they have reviewed the California Air Resources Board’s policies, rules and regulations and are familiar with the requirements of Title 13, California Code of Regulations, Division 3, Chapter 9, effective on January 1, 2024 (the “Regulation”). Contractor hereby certifies, subject to penalty for perjury, that the option checked below relating to the Contractor’s fleet, and/or that of their subcontractor(s) (“Fleet”) is true and correct: The Fleet is subject to the requirements of the Regulation, and the appropriate Certificate(s) of Reported Compliance have been attached hereto. The Fleet is exempt from the Regulation under section 2449.1(f)(2), and a signed description of the subject vehicles, and reasoning for exemption has been attached hereto. Contractor and/or their subcontractor is unable to procure R99 or R100 renewable diesel fuel as defined in the Regulation pursuant to section 2449.1(f)(3). Contractor shall keep detailed records describing the normal refueling methods, their attempts to procure renewable diesel fuel and proof that shows they were not able to procure renewable diesel (i.e. third party correspondence or vendor bids). The Fleet is exempt from the requirements of the Regulation pursuant to section 2449(i)(4) because this Project has been deemed an Emergency, as defined under section 2449(c)(18). Contractor shall only operate the exempted vehicles in the emergency situation and records of the exempted vehicles must be maintained, pursuant to section 2449(i)(4). The Fleet does not fall under the Regulation or are otherwise exempted and a detailed reasoning is attached hereto. Name of Contractor: ________Courtmaster Sports, Inc.__________________ Signature: __________________________________________________ Name: __________________________________________________ Title: __________________________________________________ Date: __________________________________________________ Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 7/28/2025 If exempt, please include information below: President Jeff Brooker CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$193.00 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:COURTMASTER SPORTS, INC. DBA: Owner:Courtmaster Sports, Inc. Mailing Address:PO Box 580795 N PALM SPRINGS, CA 92258 License Number:CBL-002620-2023 Expiration Date:10/31/2025 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:64615 DILLON RD, NORTH PALM SPRINGS, CA 92258 Business Description:CONSULTANT-TENNIS COURT MAINTENANCE TO BE POSTED IN A CONSPICUOUS PLACE Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 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 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 SUBRWVDADDLINSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS AUTOSAUTOSNON-OWNEDHIRED AUTOS SCHEDULEDALL OWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf 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 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD 07/09/2025 JVRC Insurance Services 5707 Corsa Ave Ste 105 Westlake Village CA 91362 Joseph Melech 8187357600 818-698-6401 services@jvrcinsurance.com Courtmaster Sports Inc P.O. Box 580795 North Palm Springs CA 92258 Greenwich Insurance Company 22322 XL Specialty Insurance Company 37885 Clear Spring Property and Casualty Company 15563 A 6 6 6 Y Y NGL100859801 01/29/2025 01/29/2026 1,000,000 100,000 5,000 1,000,000 2,000,000 2,000,000 B 6 6 6 Y Y NBA100442004 01/29/2025 01/29/2026 1,000,000 C Y Y CSWC00952303 07/06/2025 07/06/2026 6 1,000,000 1,000,000 1,000,000 City of Palm Springs, its officials, employees, agents, and volunteers are named as additional insureds, on a primary and non-contributory basis, with respect to the general liability the commercial auto liability policies. Waiver of subrogation applies with respect to the general liability, commercial auto liability, and workers' compensation policies. City of Palm Springs Attn: City Clerk P.O. Box 2743 Palm Springs CA 92262 Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 POLICY NUMBER: © Insurance Services Office, Inc., 2018 Page of CG 20 10 12 19 ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE A.Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "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. Location(s) Of Covered Operations Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Name Of Additional Insured Person(s) Or Organization(s) Blanket as required by written contract Blanket as required by written contract NGL-1008598-01 1 2 Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 © Insurance Services Office, Inc., 2018 CG 20 10 12 19Page of C.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. 2 2 Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 COMMERCIAL GENERAL LIABILITY CG 20 01 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 01 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 XIL 436 0623 © 2023 X.L. America, Inc. All Rights Reserved. May not be copied without permission. Page 1 of 14 Includes copyrighted material of Insurance Services Offices, Inc., with its permission. ENDORSEMENT # This endorsement, effective 12:01 a.m., forms part of Policy No. issued to by THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XL PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read this endorsement carefully to determine rights, duties, and what is and is not covered. A. Reasonable Force – Bodily Injury or Property Damage B. Damage To Premises Rented To You Extension ● Perils of fire, lightning, explosion, smoke, aircraft or vehicles, riot or civil commotion, vandalism, leakage from fire extinguishing equipment or water damage ● Limit increased to $300,000 C. Aircraft Chartered with Crew D. Non-Owned Watercraft E. Personal and Advertising Injury – Assumed by Insured Contract F. Increased Supplementary Payments ● Cost for bail bonds increased to $5,000 ● Loss of earnings increased to $1,000 per day G. Resulting Damage to Your Work or Your Product H. Broadened Named Insured I. In Rem J. Additional Insured – Automatic Status When Required in Written Contract or Agreement K. Blanket Additional Insured – Managers or Lessors of Premises L. Blanket Additional Insured – Lessor of Leased Equipment M. Blanket Additional Insured – Controlling Interest POLICY NUMBER: NGL100859801 Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 XIL 436 0623 © 2023 X.L. America, Inc. All Rights Reserved. May not be copied without permission. Page 2 of 14 Includes copyrighted material of Insurance Services Offices, Inc., with its permission. N. Blanket Additional Insured – Mortgagee, Assignee or Receiver O. Blanket Additional Insured – State or Governmental Agency P. Blanket Additional Insured – Vendors Q. Blanket Additional Insured – Grantor of Franchise R. Primary Insurance Clause Endorsement S. Injury to Co-Employees and Co-Volunteer Workers T. Knowledge and Notice of Occurrence or Offense U. Unintentional Omission V. Unintentional Failure to Notify or Report W. Liberalization X. Blanket Waiver of Subrogation Y. Extension of Coverage – Bodily Injury Z. Coverage Territory Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 XIL 436 0623 © 2023 X.L. America, Inc. All Rights Reserved. May not be copied without permission. Page 3 of 14 Includes copyrighted material of Insurance Services Offices, Inc., with its permission. A. REASONABLE FORCE – BODILY INJURY OR PROPERTY DAMAGE 1. Exclusion a. Expected Or Intended Injury of Paragraph 2., Exclusions of COVERAGE A. - BODILY INJURY AND PROPERTY DAMAGE LIABILITY of SECTION I – COVERAGES is deleted in its entirety and replaced by the following: This insurance does not apply to: Expected Or Intended Injury Or Damage a. “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. B. DAMAGE TO PREMISES RENTED TO YOU EXTENSION 1. The last Paragraph of 2. Exclusions of COVERAGE A.- BODILY INJURY AND PROPERTY DAMAGE LIABILITY of SECTION I – COVERAGES is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damages to premises while rented to you, or temporarily occupied by you with permission of the owner, caused by fire, lightning, explosion, smoke, aircraft or vehicles, riot or civil commotion, vandalism, leakage from fire extinguishing equipment or water damage. A separate limit of insurance applies to this coverage as described in SECTION III – LIMITS OF INSURANCE. 2. This insurance does not apply to damage to premises while rented to you, or temporarily occupied by you with permission of the owner, caused by: a. Rupture, bursting, or operation of pressure relief devices; b. Rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from water; or c. Explosion of steam boilers, steam pipes, steam engines, or steam turbines. 3. Paragraph 6. of SECTION III- LIMITS OF INSURANCE is deleted in its entirety and replaced by the following: 6.a. 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 any one premises while rented to you, or temporarily occupied by you with permission of the owner, caused by fire, explosion, lightning, smoke, aircraft or vehicle, riot or civil commotion, vandalism, leakage from fire extinguishing equipment or water damage . The Damage To Premises Rented To You Limit will apply to all damage proximately caused by the same “occurrence”, whether such damage results from fire, explosion, lightning, smoke , aircraft or vehicle or riot or civil commotion, vandalism, leakage from fire extinguishing equipment or water damage or any combination of any of these. b. The Damage to Premises Rented to You Limit will be the higher of: (1) $300,000; or (2) The amount shown on the Declarations for Damage to Premises Rented to You Limit. Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 XIL 436 0623 © 2023 X.L. America, Inc. All Rights Reserved. May not be copied without permission. Page 4 of 14 Includes copyrighted material of Insurance Services Offices, Inc., with its permission. 4. Paragraph 9.a. of the definition of “insured contract” under SECTION V - DEFINITIONS, is deleted in its entirety and replaced by the following: “Insured contract” means: 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, aircraft or vehicle, riot or civil commotion, vandalism, leakage from fire extinguishing equipment or water damage to premises while rented to you, or temporarily occupied by you with the permission of the owner is not an “insured contract”. 5. This Article B. does not apply if coverage for Damage to Premises Rented to You of COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY of SECTION I – COVERAGES is excluded by endorsement. C. AIRCRAFT CHARTERED WITH CREW 1. The following is added to the exceptions contained in exclusion g., Aircraft, Auto Or Watercraft in Paragraph 2., Exclusions of COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY SECTION - COVERAGES: This exclusion does not apply to: Aircraft chartered with crew to any insured. 2. This Article C. does not apply if the chartered aircraft is owned by any insured. 3. The insurance provided by this Article C. shall be excess over any valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy. D. NON-OWNED WATERCRAFT 1. The exception contained in Subparagraph (2) of exclusion g. Aircraft. Auto Or Watercraft in Paragraph 2., Exclusions of COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY of SECTION I - COVERAGES is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) 50 feet long or less; and (b) Not being used to carry persons or property for a charge; 2. This Article D. applies to any person who, with your expressed or implied consent, either uses or is responsible for the use of the watercraft. 3. This insurance provided by this Article D. shall be excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy. Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 XIL 436 0623 © 2023 X.L. America, Inc. All Rights Reserved. May not be copied without permission. Page 5 of 14 Includes copyrighted material of Insurance Services Offices, Inc., with its permission. E. PERSONAL AND ADVERTISING INJURY – ASSUMED BY INSURED CONTRACT 1. Exclusion e. Contractual Liability in Paragraph 2., Exclusions of COVERAGE B – PERSONAL AND ADVERTISING INJURY LIABILITY of SECTION I – COVERAGES is deleted in its entirety and replaced by the following: This insurance does not apply to: e. Contractual Liability “Personal and advertising injury” for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a written contract or agreement that is an “insured contract”; provided the “personal and advertising injury” is caused by an offense which occurs subsequent to the execution of the contract or agreement. 2. Subparagraph f. of the definition of “insured contract” SECTION V – DEFINITIONS is deleted in its entirety and replaced by the following: f. That part of any other contract or agreement pertaining to your business , including an indemnification of a municipality in connection for work performed for a municipality , under which you assume the tort liability of anther party to pay for “bodily injury”, “property damage” or “personal and advertising injury” to a third party or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. 3. This Article E. does not apply if Coverage B. Personal And Advertising Injury Liability is excluded by endorsement. F. INCREASED SUPPLEMENTARY PAYMENTS Subparagraphs 1. b. and d. of SUPPLEMENTARY PAYMENTS – COVERAGES A AND B of SECTION I – COVERAGES are amended as follows: 1. In Subparagraph b., the amount we will pay for the cost of bail bonds is increased up to $5,000. 2. In Subparagraph d., the amount we will pay for a loss of earnings is increased up to $1,000 a day. G. RESULTING DAMAGE TO YOUR WORK OR YOUR PRODUCT The following is added to Paragraph 1. Insuring Agreement under COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY of SECTION I – COVERAGES Subject to all terms and conditions of the policy but most particularly SECTION I – COVERAGES Paragraph 2. Exclusions, a. Expected Or Intended Injury, j. Damage To Property, k. Damage To Your Product and I. Damage To Your Work, “property damage” resulting from faulty workmanship shall be deemed to be caused by an “occurrence”. Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 XIL 436 0623 © 2023 X.L. America, Inc. All Rights Reserved. May not be copied without permission. Page 6 of 14 Includes copyrighted material of Insurance Services Offices, Inc., with its permission. H. BROADENED NAMED INSURED 1. The Named Insured in Item 1. of the Declarations is as follows: The person or organizations named in Item 1. of the Declarations and any organization, other than a partnership or joint venture, over which you maintain ownership or majority interest on the effective date of the policy. However, coverage for any such organization will cease as of the date that you no longer maintain ownership of, or majority interest in, such organization. 2. This Article G. does not apply to any person or organization for which coverage is excluded by endorsement. I. IN REM We agree that any action in rem against any vessel owned, operated by or for, or charted by or for you shall in all respects be treated in the same manner as though the action was in personam against you. J. ADDITIONAL INSURED – AUTOMATIC STATUS WHEN REQUIRED IN WRITTEN CONTRACT OR AGREEMENT 1. SECTION II – WHO IS AN INSURED is amended to include as an additional insured any person(s) or organization(s) for whom you have agreed in writing in a contract or agreement that such person(s) or organization(s) be added as an additional insured on your policy. Such person(s) or organization(s) is an additional insured only with respect to liability for: a. "Bodily injury" or "property damage" not included in the "products -completed operations hazard"; or b. "Personal and advertising injury"; caused by, in whole or in part, your acts or omissions or the acts or omissions of those acting on your behalf in the performance of your operations. 2. The insurance afforded to such additional insured described in Paragraph 1. of this endorsement: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 3. With respect to insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" due to rendering of or failure to render any professional service. This includes but is not limited to: a. Legal, accounting or advertising services; b. Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings or specifications; c. Inspection, supervision, quality control, architectural or engineering activities done by or for you on a project on which you serve as construction manager; d. Engineering services, including related supervisory or inspection services; Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 XIL 436 0623 © 2023 X.L. America, Inc. All Rights Reserved. May not be copied without permission. Page 7 of 14 Includes copyrighted material of Insurance Services Offices, Inc., with its permission. e. Medical, surgical, dental, X-ray or nursing services treatment, advice or instruction; f. Any health or therapeutic service treatment, advice or instruction; g. Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement, or personal grooming or therapy; h. Any service, treatment, advice or instruction relating to physical fitness, including service, treatment, advice or instruction in connection with diet, cardiovascular fitness, bodybuilding or physical training programs; i. Optometry or optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; j. Body piercing services; k. Services in the practice of pharmacy; l. Law enforcement or firefighting services; and m. Handling, embalming, disposal, burial, cremation or disinterment of dead bodies. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional service. 4. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III – LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement described in Paragraph 1.; or b. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. K. BLANKET ADDITIONAL INSURED – MANAGERS OR LESSORS OF PREMISES 1. SECTION II – WHO IS AN INSURED is amended to include as an insured any person or organization with whom you have agreed in a written contract executed prior to loss (an “additional insured”), but only with respect to liability arising out of the ownership, maintenance or use of that par t of any premises leased to you, subject to the following provisions: a. Limits of Insurance. The Limits of Insurance afforded to the “additional insured” shall be the limits you agreed to provide, or the limits shown on the Declarations, whichever is less. b. The insurance afforded to the “additional insured” does not apply to: (1) Any “occurrence” that takes place after you cease to be a tenant in that premises; (2) Any premises for which coverage is excluded by endorsement; or Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 XIL 436 0623 © 2023 X.L. America, Inc. All Rights Reserved. May not be copied without permission. Page 8 of 14 Includes copyrighted material of Insurance Services Offices, Inc., with its permission. (3) Structural alterations, new construction or demolition operations performed by or on behalf of such “additional insured”. 2. The insurance afforded to the “additional insured” is excess over any valid and collectible insurance available to such “additional insured”, unless you have agreed in a written contract for this insurance to apply on a primary or contributory basis. L. BLANKET ADDITIONAL INSURED – LESSOR OF LEASED EQUIPMENT 1. SECTION II – WHO IS AN INSURED is amended to include an “additional insured” (as defined in Article H. above), but only with respect to their liability arising out of maintenance, operation or use by you of equipment leased to you by such “additional insured”, subject to the following provisions: a. Limits of Insurance. The Limits of Insurance afforded to the “additional insured” shall be the limits which you agreed to provide, or the limits shown on the Declarations, whichever is less. b. The insurance afforded to the “additional insured” does not apply to: (1) Any “occurrence” that takes place after the equipment lease expires; or (2) “Bodily injury” or “property damage” arising out of the sole negligence of such additional insured. 2. The insurance provided to the “additional insured” is excess over any valid and collectible insurance available to such “additional insured”, unless you have a written contract for this insurance to apply on a primary or contributory basis. M. BLANKET ADDITIONAL INSURED – CONTROLLING INTEREST 1. SECTION II – WHO IS AN INSURED is amended to include as an additional insured ANY person(s) or organization(s), but only with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. However: c. The insurance afforded to such additional insured only applies to the extent permitted by law; and d. 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. 2. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 3. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III – LIMITS OF INSURANCE: If coverage provided to the additional insured is required by a 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 Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 XIL 436 0623 © 2023 X.L. America, Inc. All Rights Reserved. May not be copied without permission. Page 9 of 14 Includes copyrighted material of Insurance Services Offices, Inc., with its permission. b. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. N. BLANKET ADDITIONAL INSURED – MORTGAGEE, ASSIGNEE OR RECEIVER 1. SECTION II – WHO IS AN INSURED is amended to include as an additional insured ANY person(s) or organization(s), but only with respect to their liability as mortgagee, assignee or receiver and arising out of the ownership, maintenance or use of the premises by you and shown in the Schedule. 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 insure d. 2. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 3. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III – LIMITS OF INSURANCE: If coverage provided to the additional insured is required by a 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; whichever is less. This endorsement shall not increase the applicable limits of insurance. O. BLANKET ADDITIONAL INSURED – STATE OR GOVERNMENTAL AGENCY 1. SECTION II – WHO IS AN INSURED is amended to include as an additional insured any state or governmental agency or subdivision or political subdivision, subject to the following additional provision: This insurance applies only with respect to the following hazards for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization in connection with premises you own, rent or control and to which this insurance applies: a. The existence, maintenance, repair, construction, erection or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; or b. The construction, erection or removal of elevators; or c. The ownership, maintenance or use of any elevators covered by this insurance. Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 XIL 436 0623 © 2023 X.L. America, Inc. All Rights Reserved. May not be copied without permission. Page 10 of 14 Includes copyrighted material of Insurance Services Offices, Inc., with its permission. However: d. The insurance afforded to such additional insured only applies to the extent permitted by law; and e. 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 insure d. 2. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III – LIMITS OF INSURED: 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; whichever is less. This endorsement shall not increase the applicable limits of insurance. P. BLANKET ADDITIONAL INSURED - VENDORS 1. SECTION II – WHO IS AN INSURED is amended to include as an additional insured any person(s) or organization(s) (referred to throughout this endorsement as vendor), but only with respect to liability for "bodily injury" or "property damage" arising out of "your products" shown in the Sc hedule of this endorsement which are distributed or sold in the regular course of the vendor's business. However: a. The insurance afforded to such vendor only applies to the extent permitted by law; and b. If coverage provided to the vendor is required by a contract or agreement, the insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor. 2. With respect to the insurance afforded to these vendors, the following additional exclusions apply: a. The insurance afforded the vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 XIL 436 0623 © 2023 X.L. America, Inc. All Rights Reserved. May not be copied without permission. Page 11 of 14 Includes copyrighted material of Insurance Services Offices, Inc., with its permission. (5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or 3. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: a. The exceptions contained in Subparagraphs (4) or (6); or b. Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 4. With respect to the insurance afforded to these vendors, the following is added to SECTION III – LIMITS OF INSURANCE: If coverage provided to the vendor is required by a contract or agreement, the most we will pay on behalf of the vendor is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Q. BLANKET ADDITIONAL INSURED – GRANTOR OF FRANCHISE 1. SECTION II – WHO IS AN INSURED is amended to include as an additional insured ANY person(s) or organization(s), but only with respect to their liability as grantor of a franchise to you. However: a. The insurance afforded to such additional insured only applies to the extent permitted by law; and b. If coverage provided to the additional insured is required by a 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 insure d. 2. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III – LIMITS OF INSURANCE: Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 XIL 436 0623 © 2023 X.L. America, Inc. All Rights Reserved. May not be copied without permission. Page 12 of 14 Includes copyrighted material of Insurance Services Offices, Inc., with its permission. 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; whichever is less. This endorsement shall not increase the applicable limits of insurance. R. PRIMARY INSURANCE CLAUSE ENDORSEMENT It is agreed that to the extent that insurance is afforded to any Additional Insured under this policy, this insurance shall apply as primary and not contributing with any insurance carried by such Additional Insu red, if so required by written contract. S. INJURY TO CO-EMPLOYEES AND CO-VOLUNTEER WORKERS 1. SECTION II – WHO IS AN INSURED is amended to include your “employees” as insureds solely with respect to “bodily injury” to a co-“employee" in the course of the co-”employee’s” employment by you, or to your “volunteer workers” while performing duties related to the conduct of your business, provided that this coverage for your “employees” does not apply to acts outside the scope of their employment by you or while performing duties unrelated to the conduct of your business. 2. SECTION II – WHO IS AN INSURED is amended to include your “volunteer workers” as insureds with respect to “bodily injury” to a co-“volunteer worker” while performing duties related to the conduct of your business, or to your “employees” employment by you, provided that this coverage for your “volunteer workers” does not apply while performing duties unrelated to the conduct of your business. T. KNOWLEDGE AND NOTICE OF OCCURRENCE OR OFFENSE 1. The following is added to Paragraph 2., Duties In The Event Of Occurrence, Offense, Claim Or Suit of the SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS: Notice of an “occurrence” or of an offense which may result in a claim under this insurance shall be given as soon as practicable after knowledge of the “occurrence” or offense has been reported to any insured listed under Paragraph 1. of SECTION II – WHO IS AN INSURED or any “employee” (such as insurance, loss control, risk manager or administrator) designated by you to give such notice. Knowledge of any other “employee(s)” of an “occurrence” or of an offense does not imply that you also have such knowledge. Notice shall be deemed prompt if given in good faith as soon as practicable to your workers compensation insurer. This applies only if you subsequently give notice to us as soon as practicable after any insured listed under Paragraph 1. of SECTION II – WHO IS AN INSURED or an “employee” (such as an insurance, loss control, or risk manager or administrator) designated by you to give such notice discovers that the “occurrence”, offense or claim may involve this policy. U. UNINTENTIONAL OMISSION 1. The following is added to Paragraph 6., Representations, of SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS: The unintentional omission of, or unintentional error in, any information provided by you shall not prejudice your rights under this insurance. However, this Article L. does not affect our right to collect Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 XIL 436 0623 © 2023 X.L. America, Inc. All Rights Reserved. May not be copied without permission. Page 13 of 14 Includes copyrighted material of Insurance Services Offices, Inc., with its permission. additional premium or to exercise our right of cancellation or nonrenewal in accordance with applicable state insurance laws or regulations. V. UNINTENTIAL FAILURE TO NOTIFY OR REPORT ENDORSEMENT 1. SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, 2.a. Duties In The Event Of Occurrence, Offense, Claim Or Suit is amended to add the following: In the event that an insured reports an injury to its Workers Compensation carrier or handles the injury as a qualified workers compensation self-insurer, and you do not notify us of such injury or the accident out of which such injury arose, and this injury or accident later develops into a claim covered by this policy, the unintentional failure by you to report such injury or accident to us as soon as practicable as an “occurrence” which may result in a claim, shall not be deemed a violation of this condition. You must, however, give us written notice as soon as possible after becoming aware that the injury or accident could develop into a liability claim. W. LIBERALIZATION 1. The following is added to SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS: Liberalization After the issuance of this policy, if we adopt a change in our forms or rules which would broaden the coverage provided by any form that is a part of this policy without a premium charge, the broader coverage will apply to this policy. This extension is effective upon the approval of such broader coverage in your state. X. BLANKET WAIVER OF SUBROGATION 1. The following is added to SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS: Waiver of Subrogation We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of premises owned or occupied or rented or loaned to you; ongoing operations performed by you or on your behalf, done under a cont ract with that person or organization; “your work”; or “your products”. We waive this right where you have agreed to do so as part of a written contract, executed by you prior to loss. Y. EXTENSION OF COVERAGE – BODILY INJURY The definition of “bodily injury” in SECTION V – DEFINITIONS, Item 3. is deleted in its entirety and replaced by the following: 3. “Bodily injury” means bodily injury, sickness, or disease sustained by a person. This includes mental anguish, mental injury, shock, fright, or death resulting from the bodily injury. Z. COVERAGE TERRITORY The definition of “coverage territory” SECTION V – DEFINITIONS, Item 4. is deleted in its entirety and replaced by the following: 4. “Coverage territory” means anywhere in the world with the exception of any country or jurisdiction which is subject to trade or other economic sanction or embargo by the United States of America. Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 XIL 436 0623 © 2023 X.L. America, Inc. All Rights Reserved. May not be copied without permission. Page 14 of 14 Includes copyrighted material of Insurance Services Offices, Inc., with its permission. This insurance does not apply to: a. “bodily injury” or “property damage”; or b. “personal and advertising injury” that takes place or is caused by an offense committed outside the United States of America (including its possessions and territories), Canada and Puerto Rico, unless a “suit” on the merits (to determine the insured’s responsibility to pay damages to which this insurance applies) is brought in the United States of America (including its possessions and territories), Canada or Puerto Rico. This insurance does not apply to damage, loss, cost or expenses in connection with any “suit” brought outside the United States of America (including its possessions and territories), Canada or Puerto Rico. All other terms and conditions of this policy remain unchanged. Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 XIC 421 1013 © 2013 X.L. America, Inc. All Rights Reserved. Page 1 of 6 May not be copied without permission. Includes copyrighted material of Insurance Services Office, Inc., with its permission. POLICY NUMBER: XIC 421 1013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XL PLUS BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM COVERAGE DESCRIPTION A. Temporary Substitute Auto Physical Damage B. Who Is An Insured 1. Broad Form Insured 2. Employees As Insureds 3. Additional Insured By Contract, Agreement or Permit 4. Employee Hired Autos C. Supplementary Payments D. Amended Fellow Employee Exclusion E. Physical Damage Coverage 1. Rental Reimbursement 2. Extra Expense – Broadened Coverage 3. Personal Effects Coverage 4. Lease Gap 5. Glass Repair – Waiver Of Deductible F. Physical Damage Coverage Extensions 1. Additional Transportation Expense 2. Hired Auto Physical Damage G. Business Auto Conditions 1. Notice Of Occurrence 2. Waiver Of Subrogation 3. Unintentional Failure To Disclose Hazards 4. Primary Insurance H. Bodily Injury Redefined I. Extended Cancellation Condition Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 XIC 421 1013 © 2013 X.L. America, Inc. All Rights Reserved. Page 2 of 6 May not be copied without permission. Includes copyrighted material of Insurance Services Office, Inc., with its permission. A. Temporary Substitute Auto Physical Damage SECTION I – COVERED AUTOS,C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos is changed by adding the following: If Physical Damage coverage is provided by this Coverage Form, the following types of vehicles are also covered “autos” for Physical Damage coverage: 1. Any “auto” you do not own while used with the permission of its owner as a temporary substitute for a covered “auto” you own that is out of service because of its: a. Breakdown; b. Repair; c. Servicing; d. “Loss”; or e. Destruction. B.Who Is An Insured SECTION II – COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured is changed by adding the following: 1. Broad Form Insured For any covered “auto”, any subsidiary, affiliate or organization, other than a partnership or joint venture, as may now exist or hereafter be constituted over which you assume active management or maintain ownership or majority interest, provided that you notify us within ninety (90) days from the date that any such subsidiary or affiliate is acquired or formed and that there is no similar insurance available to that organization. However, coverage does not apply to “bodily injury” or “property damage” that occurred before you acquired or formed the organization. 2. Employees As Insureds Any “employee” of yours is an “insured” while using a covered “auto” you don’t own, hire or borrow, in your business or your personal affairs. 3. Additional Insured By Contract, Agreement Or Permit Any person or organization with whom you have agreed in writing in a contract, agreement or permit, to provide insurance such as is provided under this policy, provided that the “bodily injury” or “property damage” occurs subsequent to the execution of the written contract, agreement or permit. 4. Employee Hired Autos An “employee” of yours is an “insured” while operating an “auto” hired or rented under a contract or agreement in that “employee’s” name, with your permission, while performing duties related to the conduct of your business. Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 XIC 421 1013 © 2013 X.L. America, Inc. All Rights Reserved. Page 3 of 6 May not be copied without permission. Includes copyrighted material of Insurance Services Office, Inc., with its permission. SECTION IV – BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance, b. is replaced with the following: b.For Hired Auto Physical Damage Coverage, the following are deemed to be covered “autos” you own: (1) Any covered “auto” you lease, hire, rent or borrow; and (2) Any covered “auto” hired or rented by your “employee” under a contract in that individual “employee’s” name, with your permission, while performing duties related to the conduct of your business. However, any “auto” that is leased, hired, rented or borrowed with a driver is not a covered “auto”. C. Supplementary Payments SECTION II – COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a. Supplementary Payments is changed as follows: Item (2) is deleted and replaced by the following: (2) Up to $3,500 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. Item (4) is deleted and replaced by the following: (4) All reasonable expenses incurred by the “insured” at our request, including actual loss of earnings up to $500 a day because of time off from work. D. Amended Fellow Employee Exclusion SECTION II – COVERED AUTOS LIABILITY COVERAGE, B. Exclusions, 5. Fellow Employee does not apply. The insurance provided under this Provision D. is excess over any other collectible insurance. E. Physical Damage Coverage SECTION III – PHYSICAL DAMAGE COVERAGE, A. Coverage is changed by adding the following: 1. Rental Reimbursement a. We will pay for rental reimbursement expenses incurred by you for the rental of an “auto” because of “loss” to a covered “auto”. Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered “auto”. No deductibles apply to this coverage. b. We will pay only for those expenses incurred during the policy period beginning twenty-four (24) hours after the “loss” and ending, regardless of the policy's expiration, with the lesser of the following number of days: Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 XIC 421 1013 © 2013 X.L. America, Inc. All Rights Reserved. Page 4 of 6 May not be copied without permission. Includes copyrighted material of Insurance Services Office, Inc., with its permission. (1) The number of days reasonably required to repair or replace the covered “auto”. If “loss” is caused by theft, this number of days is added to the number of days it takes to locate the covered “auto” and return it to you. (2) Thirty (30) days. c. Our payment is limited to the lesser of the following amounts: (1) Necessary and actual expenses incurred. (2) $50 any one day per private passenger “auto”; $100 any one day per truck; $1,500 any one period per private passenger “auto”; $3,000 any one period per truck; or Higher limits if shown elsewhere in this policy. d. This coverage does not apply while there are spare or reserve “autos” available to you for your operations. e. If “loss” results from the total theft of a covered “auto” of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under the Physical Damage Coverage Extension. 2. Extra Expense – Broadened Coverage We will pay for the expense of returning a stolen covered “auto” to you. 3. Personal Effects Coverage If you have purchased Comprehensive Coverage on this policy for an “auto” you own and that “auto” is stolen, we will pay, without application of a deductible, up to $500 for “personal effects” stolen from the “auto”. As used in this endorsement, “personal effects” means tangible property that is worn or carried by an “insured”. “Personal effects” does not include tools, jewelry, money or securities. 4. Lease Gap In the event of a total “loss” to a covered “auto” shown in the Declarations, we will pay any unpaid amount due on the lease or loan for a covered “auto”, less: a. The amount paid under the Physical Damage Coverage Section of the policy; and b. Any: (1) Overdue lease/loan payments at the time of the “loss”; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Security deposits not returned by the lessor; (4) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchases with the loan or lease; and (5) Carry-over balances from previous loans or leases. Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 XIC 421 1013 © 2013 X.L. America, Inc. All Rights Reserved. Page 5 of 6 May not be copied without permission. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 5. Glass Repair – Waiver Of Deductible No deductible applies to glass damage if the glass is repaired rather than replaced. F. Physical Damage Coverage Extensions SECTION III – PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions is amended by the following: 1. Additional Transportation Expense Sections a.and b. are amended to provide a limit of $50 per day and a maximum limit of $1,000. 2. Hired Auto Physical Damage The following section is added: Any “auto” you lease, hire, rent or borrow is deemed to be a covered “auto” for physical damage coverage. The most we will pay for each covered “auto” is the lesser of: (1) the actual cash value; (2) the cost for repair or replacement; or (3) $50,000, or higher limit if shown on the Declarations for Hired Auto Physical Damage Coverage. For each covered “auto” a deductible of $100 for Comprehensive Coverage and $1,000 for Collision Coverage will apply. G. Business Auto Conditions SECTION IV – BUSINESS AUTO CONDITIONS, A. Loss Conditions is changed by the following: 1. Notice Of Occurrence Section 2. – Duties In The Event Of Accident, Claim, Suit Or, Loss, a. is changed by adding the following: If you report an injury to an “employee” to your workers’ compensation carrier and if it is subsequently determined that the injury is one to which this insurance may apply, any failure to comply with this condition will be waived if you provide us with the required notice as soon thereafter as practicable after you know or reasonably should have known that this insurance may apply. 2. Waiver Of Subrogation Section 5. Transfer Of Rights Of Recovery Against Others To Us is changed by adding the following: However, this Condition does not apply to any person(s) or organization(s) with whom you have a written contract, but only to the extent that subrogation is waived prior to the “accident” or the “loss” under such contract with that person or organization. Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 XIC 421 1013 © 2013 X.L. America, Inc. All Rights Reserved. Page 6 of 6 May not be copied without permission. Includes copyrighted material of Insurance Services Office, Inc., with its permission. SECTION IV – BUSINESS AUTO CONDITIONS, B. General Conditions is changed by the following: 3. Unintentional Failure To Disclose Hazards The following condition is added: Your unintentional failure to disclose all hazards as of the inception date of the policy shall not prejudice any insured with respect to the coverage afforded by this policy. 4. Primary Insurance Condition 5. Other Insurance is changed by adding the following: For any covered “auto” this insurance shall apply as primary and not contribute with any other insurance where such requirement is agreed in a written contract executed prior to a “loss”. H. Bodily Injury Redefined SECTION V – DEFINITIONS, C. “Bodily injury” is replaced by the following: “Bodily injury” means bodily injury, sickness or disease sustained by a person including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. I. Extended Cancellation Condition COMMON POLICY CONDITIONS (Form IL 00 17), A. Cancellation, 2.b. is replaced by the following: The greater of sixty (60) days or the time required by any applicable state amendatory endorsement before the effective date of cancellation if we cancel for any other reason. All other terms and conditions of this policy remain unchanged. Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 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 07-06-25 Policy No. CSWC00952303 Endorsement No. Insured Courtmaster Sports Inc Premium $ Incl. Insurance Company Clear Spring Property and Casualty Company Countersigned By © 1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved. From the WCIRB's California Workers' Compensation Insurance Forms Manual © 1999. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA 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 engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE PERSON OR ORGANIZATION JOB DESCRIPTION Any Person or Organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. INSURED Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE (INSTRUCTION FOR APPLICANTS) Page 1 of 2 (Revised 09 13 18) CITY OF PALM SPRINGS PUBLIC INTEGRITY DISCLOSURE (INSTRUCTIONS FOR APPLICANTS) Who Must File? Applicants that are NOT a natural person or group of natural people that will be identified on the application, and seek a City approval determined by a vote of City officials. Examples include corporations, limited liability companies, trusts, etc. that seek a City Council approval, or an approval by one of the City’s board or commissions. Why Must I File? The City of Palm Springs Public Integrity Ordinance advances transparency in municipal government and assists public officials in avoiding conflicts of interest. The City’s Public Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City’s interest in ensuring that companies (and other legal entities that are not natural people) doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person, with an ownership interest worth two thousand dollars ($2,000) or more, who has a material financial relationship with any elected or appointed voting City official, or with the City Manager or City Attorney. Note: A material financial relationship is a relationship between someone who is an owner/investor in the applicant entity and a voting official (or the City Manager or City Attorney), which relationship includes any of the following: (1) the owner/investor and the official have done business together during the year prior to the application; (2) the official has earned income from the owner/investor during the year prior to the filing of the application; (3) the owner/investor has given the official gifts worth fifty dollars ($50) or more during the year prior to the filing of the application; or (4) the official might reasonably be anticipated to gain or lose money or a thing of value, based upon the owner/investor’s interest in the applicant entity, in relation to the application’s outcome. When Must I File? You must file this form with the Office of the City Clerk at the same time when you file your application for a City approval determined by a vote of City officials, whether elected or appointed. Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE (INSTRUCTION FOR APPLICANTS) Page 2 of 2 (Revised 09 13 18) What Must I Disclose? A. The names of all natural persons who are officers, directors, members, managers, trustees, and other fiduciaries serving trusts or other types of organizations (attorneys, accountants, etc.). Note: (1) only trusts or other organizations that are not the fiduciaries, (2) if a second entity that is not a natural person serves the applicant entity (e.g., as a member of an applicant LLC), then all officers, directors, members, managers, trustees, etc., of the second entity must be disclosed). B. The names of persons owning an interest with a value of two thousand dollars ($2,000) or more who have a material financial relationship with an elected or appointed City official who will vote on the applicant’s application, or with the City Manager or City Attorney. PENALTIES Falsification of information or failure to report information required to be reported may subject you to administrative action by the City. Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 1 of 2 (Revised 09 13 18) PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM 1. Name of Entity 2. Address of Entity (Principle Place of Business) 3. Local or California Address (if different than #2) 4. State where Entity is Registered with Secretary of State If other than California, is the Entity also registered in California?  Yes  No 5. Type of Entity  Corporation  Limited Liability Company  Partnership  Trust  Other (please specify) 6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity _________________________________________________  Officer  Director  Member  Manager [name]  General Partner  Limited Partner  Other ____________________________________ _________________________________________________  Officer  Director  Member  Manager [name]  General Partner  Limited Partner  Other ____________________________________ _________________________________________________  Officer  Director  Member  Manager [name]  General Partner  Limited Partner  Other ____________________________________ Courtmaster Sports, Inc. 19020 N. Indian Canyon Dr., North Palm Springs, CA 92258 P.O. Box 580795, North Palm Springs, CA 92258 California Jeff Brooker Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 2 of 2 (Revised 09 13 18) 7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity EXAMPLE JANE DOE [name of owner/investor] 50%, ABC COMPANY, Inc. [percentage of beneficial interest in entity and name of entity] A. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] B. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] C. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] D. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] E. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. Signature of Disclosing Party, Printed Name, Title Date Jeff Brooker 100%, Courtmaster Sports, Inc. 7/11/2025Jeff Brooker, President Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 CORPORATE OFFICE P. O. Box 580795, North Palm Springs, CA 92258 Tel / Fax: 760-251-5201 email: admin@courtmastersports.com Courtmaster Sports, Inc. Calif. Lic. #748731 (Unlimited) Nevada Lic. #42709B (Limit $250,000) July 11, 2025 CITY OF PALM SPRINGS 245 S. Hermosa Dr. Palm Springs, CA 92262 Attn: John Brickley Dear John, Attached please find the bid to convert the three (3) existing tennis courts into twelve (12) permanent pickleball courts located at the College of the Desert Satellite Campus, 245 S. Hermosa Dr. in Palm Springs, CA 92262. Courtmaster appreciates the consideration that you have shown in requesting this bid from us. If you should have any questions or require any additional information, please do not hesitate to contact our office. Respectfully submitted, Jeff Brooker Director of Operations Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25 CORPORATE OFFICE P. O. Box 580795, North Palm Springs, CA 92258 Tel / Fax: 760-251-5201 email: admin@courtmastersports.com Courtmaster Sports, Inc, July 11, 2025 City of Palm Springs FORMAL BID: Convert the three (3) existing tennis courts into twelve (12) permanent pickleball courts located at the College of the Desert Satellite Campus, 245 S. Hermosa Dr. in Palm Springs, CA 92262. DESCRIPTION OF WORK: Conversion to pickleball 1. Layout and core-drill for 24 permanent net posts with in-ground sleeves. 2. Locate and mark all delaminations and irregularities. 3. Remove those areas of the courts surface using the Edco Terrazzo diamond grinding unit. 4. Patch voids and irregularities with acrylic Deep Patch Binder and inert fillers. 5. Black out existing playing lines. 6. Disc-sand the repairs to a seamless edge. 7. Wash courts surface thoroughly. 8. Layout 4 pickleball playing areas on each court. 9. Install Laykold Acrylic Sport Surfacing System by Advanced Polymer Technology 10. Court colors to be determined (2 colors with white playing lines). 11. Layout and stripe as per USAP Regulations. 12. Install 4 new high water pickleball nets. Tennis nets to remain as divider net. COST: Total cost for the preceding specifications: $54,075.00 COST BREAKDOWN: Scope of work with Prevailing Wages: $52,500.00 Payment and Performance Bond: $1,575.00 GUARANTEE: All labor and materials are to be supplied by COURTMASTER SPORTS, INC., and are guaranteed for a period of one (1) year under normal weather and usage conditions. Cracks will reappear and are not covered under warranty. **ALL BIDS ARE VALID FOR 30 DAYS** Docusign Envelope ID: A7EE29D8-A359-46B3-A316-2A8BA1D50F25