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HomeMy WebLinkAboutA8384 - MODERNISM WEEK 2020 VENUE LICENSE, EVENT PROMOTION AND USE AGREEMENT Modernism Week 2020 This VENUE LICENSE, EVENT PROMOTION AND USE AGREEMENT (the "Agreement") governed by the laws of the State of California is made and entered into this 2"6 day of February, 2020, by and between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, hereinafter called "CITY" and MODERNISM WEEK, a California nonprofit corporation doing business as "Palm Springs Modernism Week," hereinafter called "PROMOTER" or "USER", concerning (i) the CITYs sponsorship of the 2020 Annual Modernism Week, hereinafter, the "EVENT," and (ii) PROMOTER's non-exclusive use for parking purposes, in relation to and at specified times during the EVENT. RECITALS WHEREAS, the City Council recognizes the intrinsic value of cultural and promotional events and the role they play in enhancing and expanding the economic vitality and image of the CITY; and WHEREAS, the City Council provides funding assistance to eligible organization for the purpose of providing cultural and promotional events and/or activities that generally benefit the community; and WHEREAS, PROMOTER, is a nonprofit public benefit corporation that promotes the awareness, appreciation, and education of midcentury modern design, architecture, art, fashion, and culture, and in collaboration and cooperation with several other local architectural and preservation organizations, is planning to host the EVENT; and WHEREAS, the EVENT, scheduled to take place commencing on February 13, 2020, through and including February 23, 2020, pays homage to the ideals of mid-century modern design and architecture, and will be held at various locations throughout Palm Springs; and WHEREAS, PROMOTER requires financial assistance to produce this EVENT, and has requested CITY sponsorship; and WHEREAS, the City Council has determined that sponsorship of this EVENT will generate economic benefit and name recognition for the CITY, advance the CITY's brand, and promote the welfare of the CITY's residents and businesses, and agreed to provide sponsorship and other assistance as specified in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS, AND PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE CONSIDERATION, THE SUFFICIENCY AND RECEIPT OF WHICH IS HEREBY EXPRESSLY ACKNOWLEDGED, IT IS AGREED AS FOLLOWS: VENUE LICENSE, EVENT PROMOTION AND USE AGREEMENT Modernism Week 2020 Page 1 of 16 1.0 EVENT DESCRIPTION, DATE AND LOCATION 1.1 PROMOTER and CITY agree that the true and correct recitals above shall be incorporated by this reference herein as a summary of their shared rationale for agreeing to the occurrence of the EVENT in accordance with the terms and conditions specified herein. 1.2 PROMOTER shall organize, manage, and produce the EVENT as generally described in "Exhibit A" and attached hereto and incorporated herein by this reference. 1.3 The EVENT shall be held from February 13, 2020, through and including February 23, 2020, at various locations throughout the City. 2.0 CREDIT LINE 2.1 The parties hereby agree that the CITY shall be named as the exclusive "Civic Presenting Sponsor" in all advertising related to the EVENT. No other municipal or government agency sponsor shall appear in the title of the EVENT. In all promotional materials, the logo of the City of Palm Springs shall appear as other top sponsors, subject to reasonable space constraints as identified in advance by PROMOTER and agreed upon by CITY. 3.0 SPONSORSHIP TERMS FOR THE CITY 3.1 To produce the EVENT, the CITY will provide PROMOTER with fifty thousand dollars ($50,000) (the "Contract Sum"). Based upon a City Council approval prior to execution of this Agreement, the CITY has already appropriated the cash portion of the Contract Sum. PROMOTER understands and agrees that except as specifically provided by this Section 3.1, it is responsible for raising all funds necessary to produce the EVENT in excess of the CITY's Contract Sum. 3.2 Provided PROMOTER is not in default under this Agreement, the cash portion of the Contract Sum shall be paid as follows: (i) thirty thousand dollars ($30,000) at such time as this Agreement has been fully executed by both parties; (H) twenty thousand dollars ($20,000) within thirty (30) days of PROMOTER presenting CITY with an invoice, but no sooner than ninety (90) days following conclusion of the EVENT. CITY shall have no obligation to make the second payment to PROMOTER if the EVENT is not held on the dates specified in Section 1.3. 3.3 Palm Springs residents shall be allowed to enter and attend all functions taking place and/or originating at the CAMP throughout the EVENT at no charge. PROMOTER shall make a good faith effort to notify Palm Springs' residents about the CAMP and functions taking place and/or originating there through the use of advertising, press releases, and other materials. VENUE LICENSE, EVENT PROMOTION AND USE AGREEMENT Modernism Week 2020 Page 2 of 16 3.4 The CITY shall be positioned as the "Civic Presenting Sponsor" in all advertising, subject to reasonable space constraints, as identified in advance by PROMOTER and agreed upon by CITY. Examples of advertising include, but are not limited to: 3.4.1 Program. CITY shall receive space to place one (1) full-page advertisement in the EVENT's official program for marketing and promotion purposes. 3.4.2 Collateral Materials. CITY shall be prominently positioned and named as a major sponsor in any additional printed materials created to promote the EVENT, subject to reasonable space constraints, as identified in advance by PROMOTER and agreed upon by CITY. 3.5 The CITY shall be identified as the Civic Presenting Sponsor of the EVENT on the PROMOTER's website page at www.modernismweek.com, and in all print and copy promotional materials and advertising for a term of no less than ninety (90) days, subject to space constraints. There shall be a hyperlink from the PROMOTER's website to the CITY's website at www.palmspringsca.gov. The parties agree that said hyperlink may be "framed" whereby material or pages from the linked website appear in a frame on the site that creates the link. The parties expressly recognize their individual obligations and responsibilities for the content, quality, accuracy, or completeness of materials contained on their respective websites, and agree to hold each other harmless from any special, indirect, incidental, or consequential damages that may arise from the use of, or the inability to use, the respective sites and/or the materials contained on either site whether the materials contained on the site are provided by the CITY or the PROMOTER. 3.6 PROMOTER will provide passes to the CITY as follows: Modernism Week Opening Night Party "Space,Modyssey 2020" - 20 tickets • Preview Party and the Modernism Show and Sale - 20 tickets • Vintage Travel Trailer Show (Saturday) - 10 tickets • Vintage Travel Trailer Show (Sunday) - 10 tickets 3.7 PROMOTER will provide a post-EVENT report to the CITY's representative sixty (60) days following the close of the EVENT. At a minimum, this report should include, but is not limited to, the number of attendees, publicity received, final costs to produce the EVENT, a certification in accordance with Section 7.11.2 below, and specific uses of the City's funding. 3.8 PROMOTER agrees, to the extent reasonable, if requested by City, to notify its employees, members and volunteers of opportunities to volunteer at City events. 3.9 CITY hereby grants PROMOTER an irrevocable, limited, royalty free, non- exclusive, worldwide license to use CITYs name, likeness, image, logo, copyrights, trade names and trademarks ("CITY Proprietary Rights"), if any, as needed to fulfill VENUE LICENSE, EVENT PROMOTION AND USE AGREEMENT Modernism Week 2020 Page 3 of 16 PROMOTERs obligations to CITY pursuant to this Agreement. CITYs Proprietary Rights shall remain the exclusive property of CITY. PROMOTER will at all times use CITYs Proprietary Rights solely for the purpose and in the manner described in this Agreement, or as may be further approved by CITY in writing from time to time. CITY hereby represents and warrants that CITY owns all rights to CITY Proprietary Rights and that it has the necessary authority to grant PROMOTER the right to use CITY Proprietary Rights, or, in the alternative, CITY hereby warrants and represents that CITY is authorized to and otherwise possesses all rights necessary to grant PROMOTER the right to use CITY Proprietary Rights. CITY hereby waives any right it may have to sue or otherwise pursue any action or claim against PROMOTER related in any way, either directly or indirectly, to PROMOTER's use of CITY Proprietary Rights, provided PROMOTERs use is consistent with the license granted herein. The license granted in this Section 3.9 shall terminate upon expiration or termination of this Agreement. 3.10 PROMOTER hereby grants CITY a limited, revocable, non-exclusive, worldwide license to use PROMOTERs name, likeness, image, logo, copyrights and trademarks, if any ("Modernism Week Proprietary Rights"); however, apart from use of this license by the CITY's exercise of the Modernism Week Proprietary Rights on the CITY's website, in relation to CITY's social media presence, and/or via CITY's government access channel, CITY shall only exercise its rights under this license with PROMOTERs prior written consent, and PROMOTER shall at all times remain the sole and exclusive owner of the Modernism Week Proprietary Rights. PROMOTER hereby represents and warrants that PROMOTER possesses the authority to grant CITY the Modernism Week Proprietary Rights. CITY understands and agrees that any and all CITY uses of Modernism Week Proprietary rights shall be subject to this Section 3.10, including PROMOTERs prior writer approval when required, including without limitation, the nature of the use and size, design, duration and placements of Modernism Week Proprietary Rights. All such materials that are not expressly approved by PROMOTER in writing shall be deemed disapproved by PROMOTER. Modernism Week Proprietary Rights may only be used as and in the form created by or approved by PROMOTER as provided hereunder and shall not be changed in any manner without PROMOTERs prior written consent. The license granted in this Section 3.10 shall terminate upon expiration or termination of this Agreement. 4.0 OBLIGATIONS OF THE PARTIES. 4.1 PROMOTER. As the producer of the EVENT, PROMOTER will provide production services including but not limited to the following and hereby accepts full financial responsibility for such services: 4.1.1 Securing the necessary venues for the EVENT. PROMOTER shall provide security services through PROMOTER's contractor O'Linn Security in accordance with VENUE LICENSE, EVENT PROMOTION AND USE AGREEMENT Modernism Week 2020 Page 4 of 16 the schedule attached to, and incorporated by this reference in this Agreement as "Exhibit B." 4.1.2 Contracting and paying for all service vendors, contractors and technical support including, but not limited to, sound, including a public address system, lighting, catering, and security services at related activities for the EVENT. 4.1.3 Recruitment, coordination, and supervision of volunteers and all their activities. 4.1.4 Obtain and present to the city attorney, no later than two (2) weeks before the EVENT, all certificates of insurance, endorsements related thereto, and liability release forms for PROMOTER for each and all of PROMOTER's volunteers, and PROMOTER's contractors and vendors participating in 'EVENT. All commercial general liability insurance shall be primary and non-contributory over any insurance or self- insurance the CITY may have, and shall name "The City of Palm Springs, its officials, employees, and agents" as an additional insured. All policies shall contain an undertaking by insurers to notify any Additional Insured in writing, not less than thirty (30) days before any material change, as to any reduction in coverage, cancellation, or other termination thereof. Workers' Compensation coverage as required by California law and CITY shall contain the insurer's waiver of subrogation in favor of CITY, its officials; employees and agents. PROMOTER's insurance coverage shall conform to the following, including the stated minimum limits of liability and coverage. a. commercial general liability insurance coverage shall be on an "occurrence basis," and shall include personal injury, bodily injury, death, broad form property damage, operations hazard, owner's protective coverage, contractual liability and products and completed operations liability, in limits and with coverage not less than One Million Dollars ($1,000,000) per occurrence, and Two Million Dollars ($2,000,000) general aggregate on a per location basis, all with costs of defense in addition to limits of liability; b. liquor liability coverage all with costs of defense in addition to limits of liability and coverage of not less than One Million Dollars ($1,000,000) per occurrence, and Two Million Dollars ($2,000,000) general aggregate on a per location basis; c. Umbrella liability coverage in limits and with coverage not less than Four Million Dollars ($4,000,000) per occurrence, and Four Million Dollars ($4,000,000) general aggregate 4.1.5 PROMOTER shall be solely responsible for all promotional activities related to the EVENT including: VENUE LICENSE, EVENT PROMOTION AND USE AGREEMENT Modernism Week 2020 Page 5 of 16 a. Arranging and buying advertising space in local newspapers and other publications to promote the EVENT and the CITY, as may be applicable. PROMOTER and the CITY agree that at a minimum, PROMOTER will arrange and buy advertising space in the "Desert Sun" newspaper. b. Preparing press releases and marketing materials to promote the EVENT. c. Coordinating local and regional public relations including the distribution of press materials to entertainment and travel writers. d. Coordinating with the CITY's Bureau of Tourism to promote EVENT if deemed appropriate. e. Promoting EVENT through personal appearances and/or the distribution of collateral materials. f. Promoter shall ensure all event coordinators and exhibitors shall obtain all necessary CITY permits, including without limitation, valid temporary event permits. 4.1.6 PROMOTER, on its own behalf, and on behalf of any insurer providing insurance with respect to any of PROMOTER's activities arising from or related to the EVENT, waives any claim against CITY with respect to any damage to any and all items of PROMOTER's property, including without limitation property of PROMOTER's volunteers, vendors and/or contractors, which is, or customarily is, covered by a standard property insurance policy for special causes of loss coverage, except for any claims resulting primarily from CITYs gross negligence, recklessness or willful misconduct. 4.1.7 To the extent permitted by law, PROMOTER releases CITY, its officials, employees and agents from, and waives all claims for, damage to person or property sustained by PROMOTER or any person(s) attending or participating in the EVENT, in any location, or in any vehicle, in any area or place used and/or procured by PROMOTER, and used by any person(s) attending the EVENT, including without limitation the Desert Fashion Plaza North Parking Garage and other locations identified as parking areas hereunder (in the aggregate, the "Event Locations"), resulting from the EVENT, except for any claims resulting primarily from CITYs gross negligence, recklessness or willful misconduct. This release includes any claim for or damage to PROMOTER or any person(s) arising from or related to any equipment or appurtenance at any of the Event Locations becoming out of repair or resulting from any accident, or resulting directly or indirectly from any act or neglect of PROMOTER, or any of PROMOTER's volunteers, vendors, or contractors, including their respective agents and employees. This release shall apply equally whether any such claim or damage results VENUE LICENSE, EVENT PROMOTION AND USE AGREEMENT Modernism Week 2020 Page 6 of 16 from the act or neglect of PROMOTER, or any of its volunteers, vendors, contractors, or of any other person, and whether such claim or damage be caused or result from anything or circumstance above mentioned or referred to, or any other thing or circumstance whether of a like nature or of a wholly different nature. The obligations set forth in this Section 4.1.7 shall survive the termination of this Agreement. 4.1.8 To the fullest extent permitted by law, PROMOTER hereby agrees to indemnify, protect, defend, with counsel and experts reasonably acceptable to CITY, and hold harmless the CITY, together with each and all of CITY's officials, employees, and agents (collectively, the "Released Parties"), from and against any and all claims, suits, demands, expenses, liabilities, losses, lawsuits and other proceedings, judgments, causes of action, liens, claims of liens, damages, penalties, litigation, defense or court costs, and expenses, including attorneys' and expert witnesses' fees and costs ("Claims") arising from PROMOTER's presence on or about, or use of any Event Locations, or from any activity or thing done or permitted by PROMOTER, and/or any of PROMOTER's volunteers, vendors, contractors, guests, agents, or employees, in or about any of the Event Locations, or related to PROMOTER's use thereof, and from and against any and all Claims arising from any breach or default in the performance of any obligation on PROMOTER's part to be performed under the terms of this Agreement, or arising from any act or negligence of PROMOTER, or any of its guests, agents, contractors or employees, or arising from or relating to the provision, consumption or availability of alcoholic beverages, if applicable, at any of the Event Locations, except for any such Claims resulting primarily from CITYs gross negligence, recklessness or willful misconduct. PROMOTER further agrees to waive all rights of subrogation against the CITY. The provisions of this Section 4.1.8 do not apply to any damage or loss caused solely by the negligence of the CITY, or any of its officials, employees, or agents. In the event PROMOTER fails to perform as to its indemnity obligations, whether independently or in cooperation with any of PROMOTERS volunteers, vendors, contractors, insurers, or from any others as required herein, PROMOTER agrees to be fully responsible according to the terms of this Section 4.1.8. The obligations set forth in this Section 4.1.8 shall survive the termination of this Agreement. 4.1.9 CITY hereby agrees to defend, indemnify, release and hold PROMOTER, its officers, officials, agents, employees, and volunteers harmless from and against any and all claims, demands, actions, losses, damage, injuries, and liability, direct or indirect, (including any and all costs and expenses in connection therewith), arising out of CITYs performance of any duty under this Agreement, except to the extent arising from or relating to the negligence, recklessness or willful misconduct of PROMOTER. 4.1.10 Neither party shall be responsible for damages or be in default by reason of delay caused by strikes, lockouts, accidents, or acts of God, governmental agencies, VENUE LICENSE, EVENT PROMOTION AND USE AGREEMENT Modernism Week 2020 Page 7 of 16 or by reason of any other delay beyond the party's control or for which the party is without fault. 4.2 CITY. In addition to its duty to provide PROMOTER the Contract Sum, CITY has agreed to waive any license or usage fee for any and all Event Locations. CITY shall make a good-faith effort to promote the EVENT on the CITY's government access channel, and through other advertising and marketing vehicles as the City Manager deems appropriate, subject to the license granted to CITY in Section 3.10 of this Agreement. 5.0 AGREEMENT, BREACH, TERMINATION, REIMBURSEMENT. 5.1 EFFECTIVE DATE. This Agreement shall be effective immediately upon its full execution. Any covenant, term or provision of this Agreement which in order to be effective must survive the termination of this Agreement shall survive any such termination. 5.2 BREACH OF AGREEMENT. Any material deviation by PROMOTER for any reason from the requirements hereof, or from any other provision of this Agreement, shall constitute a breach of this Agreement by PROMOTER, and may be cause for termination at the election of CITY. CITY may terminate this Agreement for cause upon any breach, by giving ten (10) days' notice to PROMOTER. In the event of termination by whatever means, except for termination by PROMOTER due to City default, CITY shall have the option to direct PROMOTER's actions with respect to access to materials or assigning any rights, such as name, lists, speaker contracts to CITY or its designee. CITY reserves the right to waive any and all breaches of this Agreement, and any such waiver shall not be deemed a waiver of all previous or subsequent breaches. In the event CITY chooses to waive a particular breach of this Agreement, it may condition the same on payment by PROMOTER of actual damages occasioned by such breach of Agreement and shall make every effort to resolve the same quickly and amicably. No waiver shall be binding, unless executed in writing by the party making the waiver. PROMOTER may waive any and all breaches of this Agreement by CITY. No waiver by PROMOTER of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether similar or not, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. Failure to enforce any provision of this Agreement shall not constitute a waiver of the right to compel the enforcement of the remaining provisions of this Agreement. 5.3 AGREEMENT TERMINATION. In the event PROMOTER is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, including circumstances beyond its control, CITY may terminate this Agreement, in whole or in part, in the same manner as for breach hereof and be entitled to the same rights on termination. VENUE LICENSE, EVENT PROMOTION AND USE AGREEMENT Modernism Week 2020 Page 8 of 16 5.4 REIMBURSEMENT. All amounts paid to PROMOTER pursuant to this Agreement shall be subject to reimbursement upon the occurrence of any of the following events: 5.4.1 The dissolution of PROMOTER prior to conclusion of the 2020 EVENT; or 5.4.2 PROMOTER terminates or provides City notice of termination of this Agreement for any reason other than CITY's failure to make payments as provided hereunder and/or CITYs breach of any obligations, representations and/or warranties in Sections 4.2, 3.9, and/or 4.1.9; or 5.4.3 PROMOTER fails to fulfill the responsibilities, duties, and obligations set forth herein. 5.5 CITY BREACH. PROMOTER may terminate this Agreement for cause upon ten (10) days written notice to CITY. PROMOTER's right to termination for cause shall only arise from a CITY failure to make timely payments as required herein and/or CITYs breach of any obligations, representations and/or warranties in Sections 4.2, 3.9, and/or 4.1.9. 5.6 DEFAULT AND BREACH. Failure or delay by any party to this Agreement to perform any material term or provision of this Agreement shall constitute a default under this Agreement. The party claiming that a default has occurred shall give written notice of said default to the other party specifying the alleged default. If the party who is claimed to be in default commences to cure, correct, or remedy the alleged default within fifteen (15) calendar days after receipt of said written notice, such party shall not be deemed to be in default hereunder. In the event that a default of any party to this Agreement may remain uncured for more than fifteen (15) calendar days following said written notice, a "breach" shall be deemed to have occurred. In the event of a breach, the injured party shall be entitled to seek any appropriate remedy or damages by terminating the Agreement in accordance with Section 5 and initiating legal proceedings as may be appropriate. 6.0 LICENSE, LOGISTICS. 6.1 CITY hereby grants to PROMOTER, between the hours of 8:00 a.m. and 2:00 p.m. on February 16, 2020 and February 23, 2020, the non-exclusive right, privilege, permission and license to enter onto, across, over, in, and about and use CITY's parking lot located at City Hall, 3200 E. Tahquitz Canyon Way, Palm Springs, CA 92262 (the "City Hall Parking Lot") for the purpose of EVENT parking, in this case inclusive of "home tour" check-ins and departures, subject to the (a) right of the CITY, or any CITY authorized designee, to enter onto and use the CITY's City Hall Parking Lot, for any regulatory or public health and safety purpose, and (b) the right of the general public to enter onto and use the areas of the CITY's City Hall Parking Lot not in use by VENUE LICENSE, EVENT PROMOTION AND USE AGREEMENT Modernism Week 2020 Page 9 of 16 PROMOTER pursuant to this Agreement, for public use in accordance with all applicable authority. 6.2.1 CITY represents and warrants that it owns the City Hall Parking Lot in fee simple. 6.3 The parties agree that the City Hall Parking Lot, is an "Event Location" as defined herein. 6.4 PARKING. The CITY and PROMOTER agree that parking for the EVENT will be in the City Hall Parking Lot, in accordance with the non-exclusive license provided herein. PROMOTER acknowledges, understands and agrees that its use of the parking structure is non-exclusive. 6.5 SIGNAGE. PROMOTER shall secure CITY's approval in advance of the EVENT as to any and all temporary signage that PROMOTER utilizes in relation thereto, as may be required by any local ordinances; this requirement shall pertain to directional, parking-related, and any other EVENT-related signage. 7.0 GENERAL 7.1 INSPECTION OF RECORDS. CITY shall have the right to monitor and inspect all work or records of PROMOTER, or any of PROMOTER's volunteers, vendors, or contractors under this Agreement, which are directly related to the performance of this Agreement. 7.2 COMPLETE AGREEMENT. This Agreement reflects all the understandings, terms, and conditions agreed upon by the parties. No other understandings, terms or conditions, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. This Agreement supersedes all previous agreements, if any, between the parties. 7.3 AMENDMENTS. Any alterations, variations, modifications or waivers of any provision of this Agreement shall be valid only when reduced to writing duly executed and attached to the original of this Agreement. 7.4 NOTICES. Communications among the parties hereto shall be addressed as follows: PROMOTER: CITY: MODERNISM WEEK CITY OF PALM SPRINGS Lisa Vossler Smith, Executive Director David H. Ready, City Manager Post Office Box 5001 Post Office Box 2743 Palm Springs, CA 92263 Palm Springs, CA 92263 (760) 578-5556 (760) 322-8350 VENUE LICENSE, EVENT PROMOTION AND USE AGREEMENT Modernism Week 2020 Page 10 of 16 7.5 CITY REPRESENTATION. The City Manager or his designee shall be designated the "Liaison Representative of City." PROMOTER shall work closely with the Liaison Representative of City to keep the CITY currently advised on the status of the EVENT. 7.6 COMPLIANCE WITH LAWS. PROMOTER shall comply with all applicable federal, state, and local laws, ordinances and regulations. 7.7 STANDARD OF CARE. CITY relies upon the professional ability of PROMOTER as a material inducement to enter into this Agreement. PROMOTER agrees to use reasonable care and diligence in preparing, presenting, managing, and coordinating the EVENT under this Agreement, at any of the Event Locations. PROMOTER agrees that the acceptance of its work by CITY shall not operate as a waiver or release of said obligation of PROMOTER. The absence, omission, or failure to include in this Agreement, items which are normally considered to be a part of generally accepted professional procedure or which involve professional judgment shall not be used as a basis for submission of inadequate work or incomplete performance. 7.8 DEMANDS FOR ASSURANCE. Each party to this Agreement undertakes the obligations herein with the understanding that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party, the other may in writing demand adequate assurance of due performance and until he/she receives such assurance may, if commercially reasonable, suspend any performance for which the agreed return has not been received. "Commercially reasonable" includes not only the conduct of a party with respect to performance under this Agreement but also conduct with respect to other agreements, arising from or related to this Agreement, with parties to this Agreement or others, i.e., with PROMOTER's volunteers, vendors, or contractors. After receipt of a justified demand, failure to provide within a reasonable time, but not exceeding ten (10) days, such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of this Agreement. Acceptance of any improper delivery, service, or payment does not prejudice the aggrieved parry's right to demand adequate assurance of future performance. 7.9 THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement shall be construed to create, and the parties do not intend to create any rights in third parties. 7.10 POLITICAL USE/LOBBYING. PROMOTER covenants that the funds provided by City pursuant to this Agreement will not be used for political advocacy or lobbying purposes. VENUE LICENSE, EVENT PROMOTION AND USE AGREEMENT Modernism Week 2020 Page 11 of 16 7.11 COVENANT AGAINST DISCRIMINATION. In connection with its performance under this Agreement, PROMOTER shall not discriminate against any employee, applicant for employment, volunteer, vendor or contractor 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"). PROMOTER shall make all commercially reasonable efforts to ensure that employees, applicants for employment, volunteers, vendors and contractors are engaged and treated during their engagement by PROMOTER, without regard to any prohibited basis. PROMOTER's actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any PROMOTER activity, including but not limited to the following: employment, engagement of any volunteer, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; provision of benefits, rates of pay or other forms of compensation; and selection for training, including apprenticeship. PROMOTER shall fully comply with the provisions of Palm Springs Municipal Code Section 7.09.040 relating to non-discrimination in city contracting. 7.11.1 PROMOTER shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of this Agreement, state that it is an "equal opportunity employer," or that all qualified applicants will receive consideration for employment without regard to any prohibited basis. 7.11.2 PROMOTER shall certify that it has not, in the performance of this Agreement, discriminated against applicants or employees based upon any prohibited basis. 7.11.3 If requested to do so by the Liaison Representative of City, PROMOTER shall provide the CITY with access to copies of all of its records pertaining or relating to its employment, contracting, and volunteer-engagement practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. 7.11.4 Nothing contained in this Agreement shall be construed in any manner so as to require or permit any act which is prohibited by law. 7.12 CONFLICT OF INTEREST. PROMOTER acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, and PROMOTER agrees to not enter into any Agreement of any kind with any such officer or employee during the term of this Agreement, and for one (1) year thereafter. PROMOTER warrants that it has not paid or given, and will not pay or give, to any CITY official, employee or agent, or to any third party, money or other consideration in exchange for obtaining this Agreement. VENUE LICENSE, EVENT PROMOTION AND USE AGREEMENT Modernism Week 2020 Page 12 of 16 7.13 SEVERABILITY. If any one or more of the sentences, clauses, paragraphs or sections contained herein is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement, and shall not affect, impair or invalidate any of the remaining sentences, clauses, paragraphs or sections contained herein. 7.14 GOVERNING LAW, VENUE. The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the parties under this Agreement, shall be construed pursuant to and in accordance with California law. The venue for any dispute between the parties hereunder, or any dispute arising from or related to this Agreement shall be the Superior Court of the State of California, County of Riverside, Palm Springs Courthouse. 7.15 ATTORNEY'S FEES. In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement, or as a result of any alleged breach of any provision of this Agreement, the prevailing party in such suit or proceeding shall be entitled to recover its costs and expenses, including reasonable attorneys' fees, from the losing party. 7.16 COUNTERPARTS AND ELECTRONIC TRANSMISSIONS. This Agreement may be executed in counterparts, each of which shall be deemed to be an original. A manually signed counterpart transmitted electronically or by facsimile shall be deemed a duly signed original. 7.17 SUCCESSORS, HEIRS AND ASSIGNS. Except as otherwise expressly provided herein, this Agreement shall be binding upon the successors, endorsees, assigns, heirs, and personal representatives of each of the parties to this Agreement and, likewise, shall inure to the benefit of the successors, endorsees, assigns, heirs, and personal representatives of each of the parties. 7.18 FORCE MAJEURE. Neither Party shall be responsible for any liability, loss or damage to the other Party due to any failure of performance or delay in performance by reason of any event of force majeure, including but not limited to acts of God, natural disasters, riots, incendiaries, power interruption, interference by civil or military authorities, compliance with governmental laws, rules, regulations or other authority, or any causes beyond either Parties' control. 7.19 RELATIONSHIP OF PARTIES. It is specifically understood and agreed by and between the parties hereto that neither party is acting as the agent of the other in any respect hereunder. Nothing contained in this Agreement shall be deemed, construed or represented by either party or by any third person to create the relationship of principal and agent. Neither party shall have authority, express or implied, to act on behalf of the other party as an agent, nor shall either party have any authority, express or implied, to bind the other party to other obligations. Furthermore, the parties hereby renounce the VENUE LICENSE, EVENT PROMOTION AND USE AGREEMENT Modernism Week 2020 Page 13 of 16 existence of any form of joint venture or partnership between them; and agree that nothing contained herein or in any document executed in connection herewith shall be construed as making the parties joint venturers or partners. 7.20 NON-LIABILITY OF PROMOTER AND CITY OFFICERS AND EMPLOYEES. No officer or employee of either party shall be personally liable to the other, or any successor in interest, in the event of any default of breach by a breaching/defaulting party or for any amount which may become due to the other party or its successor, or for any breach of any obligation of the terms of this Agreement. 7.21 AMBIGUITIES. This Agreement is in all respects intended by each party hereto to be deemed and construed to have been jointly prepared by the parties hereto and the parties hereby expressly agree that any uncertainty or ambiguity existing herein shall not be interpreted against either of them. Except as expressly limited by this paragraph, all of the applicable rules of interpretation of contract shall govern the interpretation of any uncertainty or ambiguity of this Agreement. . IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. CITY: CITY OF PALM SPRINGS ATTEST: APPROVED: By By 4nthony Mnthony M "a, David H. Ready, Ph. City Clerk City Manager Date: oit5olzozo Date: ' .Ta �a APPROVED AS TO FORM: BY J lunge , City Attorney Date: oV1 VENUE LICENSE, EVENT PROMOTION AND USE AGREEMENT Modernism Week 2020 Page 14 of 16 Date: PROMOTER: PALM SPRINGS MODERNISM WEEK By (V�� ris o ley, CEO, Modernism Week APPROVED AS TO FORM: By Steven B. Quintanilla, General Counsel VENUE LICENSE, EVENT PROMOTION AND USE AGREEMENT Modernism Week 2020 Page 15 of 16 EXHIBIT A Description of EVENT Modernism Week is an eleven (11) day EVENT dedicated to the ideals of mid- century, modern design and architecture. The EVENT will take place commencing on February 13, 2020, and continuing through and including February 23, 2020. The EVENT will include but not be limited to the free community events set forth in the schedule for Modernism Week 2020 attached hereto as Exhibit A-1, and incorporated herein by this reference. 12.4.2019 VENUE LICENSE, EVENT PROMOTION AND USE AGREEMENT Modernism Week 2020 Exhibit A Page 1 of 1 Exhibit A-1 Free Community Events, Modernism Week 2020 12.4.2019 VENUE LICENSE, EVENT PROMOTION AND USE AGREEMENT Modernism Week 2020 Exhibit A-1 Page 1 of 1 Event Name Day(s) Architectural) Speaking: The new College of the Desert campus in Palm Springs 02/21/20 Artist Series Happy Hour Preview Party at the Tommy Bahama Marlin Bar 02/22/20 Concrete Screen Block: The Power of Pattern 02/19/20 02/13/20, 02/14/20, 02/15/20, 02/18/20, 02/19/20, 02/20/20, 02/21/20, Exhibition:The Landscape Architecture of Lawrence Hal rin 02/22/20 From Wandervo el to Modernism Week What a Long Strange Trip It's Been 02/19/20 02/15/20, 02/16/20, 02/18/20, 02/19/20, 02/20/20, 02/21/20, Happy Hour with the Dreamboats 02/22/20 Lost Saved & Endangered: Modernist Architecture in Palm Springs 02/19/20 Meet architect Daniel Libeskind signing his book 'The Edge of Order at CAMP Modernism Week HQ 02/16/20 Meet the Builder&Architect Cham a e Brunch 02/15/20 Melnikov House: Saving an Avant-Garde Icon 02/21/20 Modernism Week Vintage Car Show 02/17/20 Modernism Yard Sale 02/23/20 Palm S rin s Walk of the Stars Dedication for Pierce Cardin 02/20/20 Sha 's Modernism Week Print Release Part 02/15/20 Sha 's Modernism Week 7W&Architectural Prints Part 02/22/20 02/18/20, St.Theresa Catholic School Modernism Pro'ects 02/20/20 The Architecture and History of the "Fabulous" Plaza Theatre 02/19/20 The Palm Springs School of Architecture-A Collaboration between Cal Poly Pomona and College of the Desert 02/21/20 Walk of the Stars Palm Springs Honors the Alexander Family 02/14/20 Exhibit B Modernism Week Security Schedule 12.4.2019 VENUE LICENSE, EVENT PROMOTION AND USE AGREEMENT Modernism Week 2020 Exhibit B Page 1 of 2 Modernism Week Security CAMP 2020 Schedule 1/7/20 Start Date End Date Description Vendor Contact_ 2/2/20 2/2/20 Security(2:00pm -8:00am) Olin Kimberly 2/3/20 2/27/20 Security(Cont) (5:00pm-8:00am) Olin Kimberly 2/4/20 2/27/20 Security(Cont) (5:00pm-8:00am) Olin Kimberly 2/5/20 2/27/20 Security(Cont) (5:00pm-8:00am) Olin Kimberly 2/6/20 2/27/20 Security(Cont)(5:00pm-8:00am) Olin Kimberly 2/7/20 2/27/20 Security(Cont) (5:00pm-8:00am) Olin Kimberly 2/8/20 2/27/20 Security(Cont) (5:00pm-8:00am) Olin Kimberly 2/9/20 2/27/20 Security(Cont) (5:00pm -8:00am) Olin Kimberly 2/10/20 2/27/20 Security(Cont) (5:00pm-8:00am) Olin Kimberly 2/11/20 2/27/20 Security(Cont) (5:00pm-8:00am) Olin Kimberly 2/12/20 2/27/20 Security(Cont) (6:00pm -8:00am) Olin Kimberly 2/13/20 2/27/20 Security(Cont) (6:00pm-8:00am) Olin Kimberly 2/14/20 2/27/20 Security(Cont) (7:00pm-8:00am) Olin Kimberly 2/23/20 2/27/20 Security(Cont) (7:00pm-8:00am) Olin Kimberly 2/24/20 2/27/20 Security(Cont) (5:00pm -8:00am) Olin Kimberly 2/25/20 2/27/20 Security(Cont) (5:00pm -8:00am) Olin Kimberly 2/26/20 2/27/20 Security(Cont) (5:00pm-8:00am) Olin Kimberly 2/27/20 2/27/20 Security(Cont) (5:00pm -8:00am) jOlin IKimberly r MODEWEE-01 JERALDMILLER CERTIFICATE OF LIABILITY INSURANCE DA 2/8/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAM NFP Property&Casualty Services,Inc. 400 S Farrell Drive iaHOc,No,En:(760)325-7400 jac,Nnh(760)325-7509 Suite B-170 EOMAI Palm Springs,CA 92262 INSURERS AFFORDING COVERAGE NAIC k INSURER A:Non rofts'Insurance Alliance of California Inc. XXXXXX INSURED INSURER B:State Comp Insurance Fund of CA 35076 Modernism Week INSURERC: PO BOX 5001 INSURER D: Palm Springs,CA 92263 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 CONTRACTOR 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. INSR TYPE OF INSURANCE ADDLSUBR POLICY NUMBER POLICY EFF POLICY UP LIMITS D M MMI A X COMMERCIAL GENERAL LIABILITY 1,000,000 EACH OCCURRENCE S CLAMS-MADE ❑X OCCUR X 2019-36800 91112019 91112020 PREMISES(Ea DAMAGETORENTED r S 500,000 MED UP(Any one rson S 20,000 PERSONAL&ADV INJURY S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GEN ERAL AGGREGATE 3 2,000,000 ,I POLICY JEC LOC PRODUCTS-COMP/OPAGG 5 2,000,000 OTHER: Liquor Llab. S 1,000,000 A AUTOMOBILE LIABILITY COM6INdED SINGLE LIMIT 3 1,000,000 ANY AUTO 2019-36800 911/2019 911/2020 BODILY INJURY Per person) S OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per aoddem 5 X AUTOS ONLY X AUTOS ONLY Perrecudent AMAGE S S A X UMBRELLA LIAR X OCCUR EACH OCCURRENCE 5 4,000,000 EXCESS LIAB CLAIMS-MADE 2019-36800-UMB 9/1/2019 911/2020 AGGREGATE S 4,000,000 DED I X I RETENTIONS 10,000 S B WORKERS COMPENSATION X PER T OTH. AND EMPLOYERS'LIABILITY ISTATU 9146108-2019 711312019 7/13/2020 1,000,OOD OFFICERIPM EMBERI PARTNE EXCLUDED ECUTIVE Y� NIA X E.L.EACH ACCIDENT 3 (Mandatory in NHI E.L.DISEASE-EA EMPLOYEE 3 1,000,000 If yes,desrnbe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A D&O Liability 2019-36800 9/112019 9/1/2020 1,000,000 A Liquor Liability 2019-36800 9/1/2019 9/112020 1,000,000 DESCRIPTION OFOPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required( Certificate holder is named as additional insured if Indicated by'W'above.Additional insured status and/or Waiver of Subrogation status applies only to the extent that the work is performed under or subject to a written agreement or contract The policy provisions govem in all situations. A waiver of subrogation is included in favor of the certificate holder subject to all the policy provisions and only if indicated by")C"above. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Palm Springs,its officials,employees and a agents THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 9 ACCORDANCE WITH THE POLICY PROVISIONS. 3200 E.Tahquitz Canyon Way Palm Springs,CA 92262 AUTHOR I ZE D REPRESENTATIVE ACORD 25(2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ENDORSEMENT AGREEMENT WAIVER OF SUBROGATION 9146108-19 RENEWAL SP ■ PAGE 1 HOME OFFICE SANFRANCISCO EFFECTIVE FEBRUARY 4, 2020 AT 12 . 01 A.M. ALL EFFECTIVE DATES ARE AND EXPIRING JULY 13, 2020 AT 12 . 01 A.M. AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME MODERNISM WEEK PO BOX 5001 PALM SPRINGS, CA 92263 ANYTHING IN THIS POLICY TO THE CONTRARY NOTWITHSTANDING, IT IS AGREED THAT THE STATE COMPENSATION INSURANCE FUND WAIVES ANY RIGHT OF SUBROGATION AGAINST, THE CITY OF PALM SPRINGS WHICH MIGHT ARISE BY REASON OF ANY PAYMENT UNDER THIS POLICY IN CONNECTION WITH WORK PERFORMED BY, MODERNISM WEEK IT IS FURTHER AGREED THAT THE INSURED SHALL MAINTAIN PAYROLL RECORDS ACCURATELY SEGREGATING THE REMUNERATION OF EMPLOYEES WHILE ENGAGED IN WORK FOR THE ABOVE EMPLOYER. IT IS FURTHER AGREED THAT PREMIUM ON THE EARNINGS OF SUCH EMPLOYEES SHALL BE INCREASED BY 03%. NOTHING IN THIS ENDORSEMENT SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS ABOVE STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS IN THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT S"AAN�FRANCISCO: FEBRUARY 7, 22020 2570 A AUTHORIZED REPRESE't PRESIDENT AND CEO SCIF FORM 10217 (REV.4-2018) OLD OP 217 =� INSURANCE NONPROFITS NONPROFITS INSURANCE ALLIANCE OF CALIFORNIA(NIAC) ALLIANCE OF CALIFORNIA www.insurancefomonprofiits.org A Head for Insurance.A Heart for Nonprofits. POLICY CHANGE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMPANY: Nonprofits Insurance Alliance of California (36800) POLICY NUMBER: 2019-36800 NAMED INSURED: Modernism Week POLICY CHANGE EFFECTIVE: 09/01/2019 COVERAGE PART AFFECTED: COMMERCIAL GENERAL LIABILITY POLICY CHANGEM 1 Page 1 The following additional insured(s)is/are hereby added to the policy: NIAC-E61 Locations-ALL City of Palm Springs,its officials,employees and agents $0 3200 E.Tahquitz Canyon Way Palm Springs,CA 92262 All other terms, limits and conditions remain the same. ADDITIONAL PREMIUM: $0 RETURN PREMIUM: $0 TOTAL PREMIUM: $0 (J /�• 02/06/2020 AUTHORIZED SIGNATURE (03426) NONPROFITS INSURANCE ALLIANCE OF CALIFORNIA AHeadforinsurance.AHeartforNonprofits. POLICY NUMBER:2019-36800 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT FOR PUBLIC ENTITIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City of Palm Springs, its officials, employees and agents A. Section 11—WHO IS AN INSURED is amended to include: 4.Any public entity as an additional insured, and the officers,officials,employees, agents and/or volunteers of that public entity, as applicable,who may be named in the Schedule above,when you have agreed in a written contract or written agreement presently in effect or becoming effective during the term of this policy, that such public entity and/or its officers,officials,employees, agents and/or volunteers be added as an additional insured(s)on your policy,but only with respect to liability for'bodily injury", "property damage"or "personal and advertising injury"caused, in whole or in part, by: a. Your negligent acts or omissions;or b. The negligent acts or omissions of those acting on your behalf; in the performance of your ongoing operations. No such public entity or individual is an additional insured for liability arising out of the sole negligence by that public entity or its designated individuals. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. B. Section III—LIMITS OF INSURANCE is amended to include: 8.The limits of insurance applicable to the public entity and applicable individuals identified as an additional insured(s)pursuant to Provision A.4.above,are those specified in the written contract between you and that public entity,or the limits available under this policy,whichever are less. These limits are part of and not in addition to the limits of insurance under this policy. C. With respect to the insurance provided to the additional insured(s), Condition 4.Other Insurance of SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS is replaced by the following: 4. Otherinsurance a. Primary Insurance This insurance is primary if you have agreed in a written contract or written agreement (1) That this insurance be primary. If other insurance is also primary,we will share with all that other insurance as described in c.below;or NIAC-E61 02 19 Page 1 of ,M NONPROFITS INSURANCE ALLIANCE OF CALIFORNIA A Headfor Insurance.A Heartfor Nonprofits. POLICY NUMBER:2019-36800 (2) The coverage afforded by this insurance is primary and non-contributory with the additional insured(s)'own insurance. Paragraphs(1)and(2)do not apply to other insurance to which the additional insured(s)has been added as an additional insured or to other insurance described in paragraph b.below. b. Excesslnsurance This insurance is excess over: 1. Any of the other insurance,whether primary,excess,contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is fire, lightning,or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner, (c) That is insurance purchased by you to cover your liability as a tenant for"property damage" to premises temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft,"autos"or watercraft to the extent not subject to Exclusion g.of SECTION 1—COVERAGE A—BODILY INJURY AND PROPERTY DAMAGE. (e) Any other insurance available to an additional insured(s)under this Endorsement covering liability for damages which are subject to this endorsement and for which the additional insured(s)has been added as an additional insured by that other insurance. (1) When this insurance is excess,we will have no duty under Coverages A or B to defend the additional insured(s)against any"suit"if any other insurer has a duty to defend the additional insured(s)against that"suit". If no other insurer defends,we will undertake to do so,but we will be entitled to the additional insured(s)'rights against all those other insurers. (2) When this insurance is excess over other insurance,we will pay only our share of the amount of the loss,if any,that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance;and (b) The total of all deductible and self-insured amounts under all that other insurance. (3) We will share the remaining loss, if any,with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Methods of Sharing If all of the other insurance available to the additional insured(s)permits contribution by equal shares,we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains,whichever comes first If any other the other insurance available to the additional insured(s)does not permit contribution by equal shares,we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of ail insurers. NIAC-E61 02 19 Page 2 of 2 ' OLINSEC-01 � 9�HT Aft 0 CERTIFICATE OF LIABILITY INSURANCE DA y3j2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsemen s . PRODUCER License # 0757776 c ACT Kaylee White HUB International Insurance Services Inc. 548 W Cromwell Avenue PNC�, No, Er : FAM., No: Suite 101 ka lee.whit hubinternational.com Fresno, CA 93711 e, no �'- a_vas� ,.,w„wow. .R ..,.,_ .r.v,. INSURED O'Linn Security, Incorporated 1027 S. Palm Canyon Drive Palm Springs, CA 92264 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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. NSR TYPE OF INSURANCE AOM Milan M R wum, POLICY NUMBER POLICY EFF UMMON POLICY EXP LIMITS A X COMMERCIAL GENERAL UABILm' CLAWS -MADE �X OCCUR X 5200408300 8/12/2022 8/1212023 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED § 100,000 NED EXP An one persi § 10,000 PERSONAL 8 ADV INJURY 1.000'000 BERL AGGREGATE LIMIT APPLIES PER: X POLICY JEST LOC OTHER: GENERAL AGGREGATE 3,000,000 PRODUCTS-COMP/OP AGG 3,000,000 B 7LE LIABILRY sONLYAUUpTNNOSSNNEEpp ONLY AUTOS ONLY 211212023 COMBINED SINGLE LIMIT accaMmlUTO044582841 8/12/2023 BODILY INJURY Per ersonDSCHEDULED BODILY INJURY Per aculdeMS AMAGE (Per 1,000,1EA A X UMBRELLALIAB ExcEssllAB X OCCUR CLAIMS -MADE 5201176500 8/12/2022 8/12/2023 EACH OCCURRENCE 5,000,000 AGGREGATE 5,000,000 DED RETENTION§ C WORKERS COMPENSATION ANOEMPLOYERS•LlAennY YIN ANYPROPRIETORIPARTNER,EXECUTIVE (Mang RIMEMBER EXCLUDED4 (Mantlatory m NFFI rcyyaass dcadaW.nder 10ESCRIPTION OF OPERATIONS below NIA 1960340-2023 11112023 111/2024 X RPTESTUTE 1 OTH- E.L. EACH ACCIDENT 1,000,OFF[C000 $ E.L. DISEASE - EA EMPLOYEE 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 D Crime BCCR4500263725 8/1212022 8/12@023 Per Occurence 100,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Palm Springs Endorsement Attached: CG20100413 FEB 0 6 2023 City Hall Reception Desk CFRTIFICATF, MOI nER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Palm Springs THE EXPIRATION DATE ACCORDANCE WITH THE POLICY THEREOF,NOTICE WILL BE DELIVERED IN PROVISIONS. 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 AUTHORIZED/ REPRESENTATIVE 4%N4L W.e.a4 _ ACORD 25 (2016103) ©1988.2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 5200-4083-00 COMMERCIAL GENERAL LIABILITY CG 20 10 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modes insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Locations Of Covered Operations Blanket Basis — Any entity that the named insured Any through written contract or agreement agrees to include as an additional insured. Item 4.b. of Section IV — commercial liability conditions is amended by the addition of the following: (3) this insur- ance is primary and /or noncor*ihtttory to any coverage afforded to the "additional insured" if a written contract or agreement states the named insured agrees to name a person or entity as an additional insured. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section 11 — Who Is An Insured is amended to B. 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. 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. CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 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 shown in the Declarations; Whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 20 10 04 13 OLINSEC-01 " 35KWHITEI '4� CERTIFICATE OF LIABILITY INSURANCE 2/3/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: N the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. N SUBROGATION IS WAIVED, subject to the terns 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 endorsements . PRODUCER License N 0757776 JMACT Kaylee White HUB International Insurance Services Inc. 548 W Cromwell Avenue Suite 101 HO FAX L106. kaylee.white@hubintemational.com Fresno, CA 93711 INSURER(S) AFFORDING COVERAGE NAN:a NSURERA:Allied World Surplus Lines Insurance Company 24319 INSURED INSURER B:Progressive Casualty 24260 NaURER c: State Compensation Insurance Fund of CaNfomia 35076 VI -inn Security, Incorporated NSURER D: Berkley Regional Insurance Company 29580 1027 S. Palm Canyon Drive Palm Springs, CA 92264 NSIIRER E NSURER F: COVERAGES CERTIFICATE NUMBER- REVISION NUMBER' 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. INBR TYPE OF INSURANCE MUL SUBit POLICY NUMBER POUCYEFF I P0UCYEXP LBfI3 AMIL INSD MmmnNVYYI IMMIODNI A X COMMERCIAL GENERAL LIABILITY CLAIMSMADIE OCCUR X �52008300 8/12/2022 8/12/2023 04 EACH OCCURRENCEn 1,000,000 DAMAGESC,Ea` ED S 110,000 MED EXP (Myp,e ere0nl $ 10,BBB PERSONAL a ADV INJURY S 1,000,000 GENL AGGREGATE LIMIT APPLIES PER: X POLICY PP� LOC OTHER: GENERALAGGREGATE S 3,000,000 PRODUCTS-COMP/OP AGG 3,000,000 B AUTOMOBILE LIABILITY ANY AUTO 01 AAUTOS ONLY X AUTO�LNEEDp AUTOS ONLY AUTOS ONLY 1044582841 2/1212023 COMBINED SINGLE LIMIT (ta accidcnll 8112/2023 BDDILY INJURY Per eson BODILY INJURY Per acddele PeOP AMAGE 1,0W'0W A X UMBRELLA LUUI ExcEssLIAB X OCCUR CLAIMS -MADE 5201176500 8H212022 SM212023 EACH OCCURRENCE 5,000,000 AGGREGATE 51000,000 DED RETENTIONS C RIONNERS COMPENSATION AND EMPLOYERS' LIABILITY YINTE ANY PROPRIETORIPARTNERIEXECUTNE ❑ OOFFFFICER/M WgE)EXCLUDEDY (YrgNory In NN) a eesabeender DESCRIPTION OF OPERATIONS Eebr NIA 1960340-2023 1/1/2023 1/I2024 X PER OTH. ER EL. EACH ACCIDENT S 1,000,000 E.L. DISEASE - EA EMPLOYEE 1,000,000 EL. DISEASE - POUCY LNIT 1,000,000 D ICrime .BCCR4500263725 8H 2I2022 W12/2023 Per Occurence 100,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule. may 1,e attached H more space is required) REMVED City of Palm Springs Endorsement Attached: CG2010 0413 FEB 0 6 2023 City Hall ReceOtion Desk CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Palm Springs THE EXPIRATION ACCORDANCE WITH THE POYATE T ERPROOF, NOO TICE WILL BE DELIVERED IN 3200 East Tahquitz Canyon Way Palm Springs,. CA 92262 AUTHORMED REPRESENTATNE ACORD 25 (2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 5200-4083-00 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR C0]Zrl_�`T�/_�IrC�7T This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Locations Of Covered Operations Blanket Basis — Any entity that the named insured Any through written contract or agreement agrees to include as an additional insured. Item 4.b. of Section IV — commercial liability conditions is amended by the addition of the following: (3) this insur- ance is primary and /ornonconhibutory to any coverage afforded to the "additional insured" if a written contract or agreement states the named insured agrees to name a person or entity as an additional insured. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) 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. CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 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 shown in the Declarations; Whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 20 10 04 13 OLINSEC-01 " 35KWHITEI '4� CERTIFICATE OF LIABILITY INSURANCE 2/3/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: N the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. N SUBROGATION IS WAIVED, subject to the terns 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 endorsements . PRODUCER License N 0757776 JMACT Kaylee White HUB International Insurance Services Inc. 548 W Cromwell Avenue Suite 101 HO FAX L106. kaylee.white@hubintemational.com Fresno, CA 93711 INSURER(S) AFFORDING COVERAGE NAN:a NSURERA:Allied World Surplus Lines Insurance Company 24319 INSURED INSURER B:Progressive Casualty 24260 NaURER c: State Compensation Insurance Fund of CaNfomia 35076 VI -inn Security, Incorporated NSURER D: Berkley Regional Insurance Company 29580 1027 S. Palm Canyon Drive Palm Springs, CA 92264 NSIIRER E NSURER F: COVERAGES CERTIFICATE NUMBER- REVISION NUMBER' 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. INBR TYPE OF INSURANCE MUL SUBit POLICY NUMBER POUCYEFF I P0UCYEXP LBfI3 AMIL INSD MmmnNVYYI IMMIODNI A X COMMERCIAL GENERAL LIABILITY CLAIMSMADIE OCCUR X �52008300 8/12/2022 8/12/2023 04 EACH OCCURRENCEn 1,000,000 DAMAGESC,Ea` ED S 110,000 MED EXP (Myp,e ere0nl $ 10,BBB PERSONAL a ADV INJURY S 1,000,000 GENL AGGREGATE LIMIT APPLIES PER: X POLICY PP� LOC OTHER: GENERALAGGREGATE S 3,000,000 PRODUCTS-COMP/OP AGG 3,000,000 B AUTOMOBILE LIABILITY ANY AUTO 01 AAUTOS ONLY X AUTO�LNEEDp AUTOS ONLY AUTOS ONLY 1044582841 2/1212023 COMBINED SINGLE LIMIT (ta accidcnll 8112/2023 BDDILY INJURY Per eson BODILY INJURY Per acddele PeOP AMAGE 1,0W'0W A X UMBRELLA LUUI ExcEssLIAB X OCCUR CLAIMS -MADE 5201176500 8H212022 SM212023 EACH OCCURRENCE 5,000,000 AGGREGATE 51000,000 DED RETENTIONS C RIONNERS COMPENSATION AND EMPLOYERS' LIABILITY YINTE ANY PROPRIETORIPARTNERIEXECUTNE ❑ OOFFFFICER/M WgE)EXCLUDEDY (YrgNory In NN) a eesabeender DESCRIPTION OF OPERATIONS Eebr NIA 1960340-2023 1/1/2023 1/I2024 X PER OTH. ER EL. EACH ACCIDENT S 1,000,000 E.L. DISEASE - EA EMPLOYEE 1,000,000 EL. DISEASE - POUCY LNIT 1,000,000 D ICrime .BCCR4500263725 8H 2I2022 W12/2023 Per Occurence 100,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule. may 1,e attached H more space is required) REMVED City of Palm Springs Endorsement Attached: CG2010 0413 FEB 0 6 2023 City Hall ReceOtion Desk CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Palm Springs THE EXPIRATION ACCORDANCE WITH THE POYATE T ERPROOF, NOO TICE WILL BE DELIVERED IN 3200 East Tahquitz Canyon Way Palm Springs,. CA 92262 AUTHORMED REPRESENTATNE ACORD 25 (2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 5200-4083-00 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR C0]Zrl_�`T�/_�IrC�7T This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Locations Of Covered Operations Blanket Basis — Any entity that the named insured Any through written contract or agreement agrees to include as an additional insured. Item 4.b. of Section IV — commercial liability conditions is amended by the addition of the following: (3) this insur- ance is primary and /ornonconhibutory to any coverage afforded to the "additional insured" if a written contract or agreement states the named insured agrees to name a person or entity as an additional insured. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) 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. CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 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 shown in the Declarations; Whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 20 10 04 13