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A7005 - REGATTA SOLUTIONS - SUPERVISION AND MONITORING OF CHILLER
AMENDMENT NO. 1 TO CONTRACT SERVICES AGREEMENT FOR ANNUAL SUPERVISION AND QUARTERLY CHILLER MONITORING SERVICE FOR MUNICIPAL COGENERATION PLANT BY REGATTA SOLUTIONS, INC. (Agreement No. A7005) THIS FIRST AMENDMENT TO THE CONTRACT SERVICES AGREEMENT No. A7005 made and entered into on this aNf" day of 0 2018, by the City of Palm Springs, a California charter city and municipal corpora on (hereinafter referred to as the City), and Regatta Solutions, Inc. its subsidiaries and affiliates (hereinafter referred to as the Contractor) collectively, the "Parties". RECITALS A. City and Contractor previously entered into a Contract Services Agreement ("Agreement') for the annual supervision and quarterly monitoring of the Thermax multi-energy vapor absorption chiller at the Municipal Cogeneration Plant, located at 205 North El Cielo Road, Palm Springs. B. Section 3.3 "Changes" allows for changes in the Scope of Services/Work via executed written Amendment. C. City and Contractor desire to amend the Agreement (Amendment #1) to add a one (1) time emergency service replacement of a High Temperature Generator Level Electrode E2, inspection/testing service of the chiller, and addition of consumables in the amount of $9,008.00. In addition, City and Contractor desire to correct the reference of Regatta Solutions from "Consultant' to "Contractor" throughout the agreement; replace the incorrect reference of Thermal Energy Services with Regatta Solutions Inc. throughout the agreement; and strike Section 7.2 of the original agreement as these are not Design Professional Services; and replace Section 10.3, Covenant Against Discrimination with the City's current language. NOW, THEREFORE, in consideration of these promises and covenants contained herein, the Parties agree as follows: AGREEMENT 1). SECTION 1.1 — "Scope of Services' is hereby amended to add the following: Additional one (1) time emergency replacement of a High Temperature Generator Level Electrode E2, inspection/testing service of the chiller, and addition of consumables. Regatta Solutions, Inc. Amendment No. 1 Page 2 of 5 2). SECTION 3.1 "Compensation of Contractor" is revised in its entirety to read: Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the Contractor's Scope of Services/Work set forth in Exhibit A, except that the total amount of Compensation is increased from $9,200 by an additional $9,008, and shall not exceed $18,208 for the one (1) year (excluding optional Task No.2, per Exhibit A). 3). SECTION 10.3 "Covenant Against Discrimination" is hereby replaced in its entirely to read: In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to.the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in City contracting. 4). SECTION 7.2 "Design Professional Services Indemnification and Reimbursement" is hereby stricken from the agreement as these are not design professional services. 5). Correction of reference to Contractor, and correction of Company name in original Agreement: Throughout the agreement the reference to Regatta Solutions Inc. as "Consultant" shall be replaced with "Contractor" pursuant to the type of work and scope of services provided. In the following sections, the incorrect reference to "Thermal Energy Services" is replaced with "Regatta Solutions, Inc.: 5.1, 5.5, 11.1, and on page 9 (original signature page). Vijay Sharma was at the time of the original Agreement, and is now also, an employee of Regatta Solutions, Inc. Regatta Solutions, Inc. Amendment No. 1 Page 3 of 5 6). Full Force and Effect. This modifying Amendment is supplemental to the Agreement and is by reference made part of said Agreement. All of the terms, conditions, and provisions, thereof, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and any provisions of the Agreement, the provisions of this Amendment shall in all respects govern and control. 7). Corporate Authority. The persons executing this Amendment on behalf of the Parties hereto warrant that (1) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment,and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. Signature on the following page Regatta Solutions, Inc. Amendment No. 1 Page 4 of 5 IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates stated below. ATTEST: "CITY" OF PALM SPRIN ony ep , MM David H. Ready, City Clerk City Manager Date: Date: �f _ 'r AOVE[ BY CITY MANAGER APPROVED AS TO FORM: �� PPR � ` '�A sq 0Q A70-5 L' , Edward Z. Kotkin, Esq., City Attorney Date: "CONTRA' " Regatta S61u ns, Inc. Date: By: Ste Ac ve ident & CEO Regatta Solutions, Inc. Date: By: Vijay 8Krma, deneral Manager Regatta Solutions, Inc. Not To Exceed$ ss Written Wltha o -the City AuthorizN.wu" IVianagef. Regatta Solutions, Inc. Amendment No. 1 Page 5 of 5 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT �a'S:�"�.F.CZM..hSE nor• {.+.......+..,sanra.s.+r sysar^^."crL-e .�t+�caac�.-,c�mxrcss-vasns�rs-z State of California l County of JS On before me, Dom ere Fain Name arA Title of th OtOm personally appeared Nzro(c)of 5gnatc) who proved to me on the basis of saiisfactory evidence to be the person(s) whose name(s)Ware subscribed to the within instrument and acknowledged to me that he/sheAhey executed the same in his/her/their authorized capacity(ies), and that by his1hen1their signatufa(s) on the Instrument the person(s), or the entity upon behalf of which the person(s)acted,executed the InstrumanL I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS.my hand and official seal. Signature GIae9 hatarysml l+m+s 94+ahee of Notary wmc OP77ONAL Though the intorm ilm below is not required by f=It may prove valuable to persons relying on fire document and cook!prevent baudufent removal and reattachment of Vs form to another document. Description of Attached Document Title or Type of Document:__ Document Date: Number of Pages: Signer(s)Other Than Named Above: Capacity(les)Claimed by Signers) Signers Name: Signers Name: 0 Individual ❑Individual 11 CorporateOMcer—Ttle(s): ❑Corporate Officer—Title(s): ❑ Partner—❑Limited ❑General ❑Partner—❑Limited ❑General ❑ Attorney in Fact • h CIAttorney in Fact ❑ Trustee Top of Ciumh here ❑Trustee fop of Ihwrb noro ❑ Guardian or Conservator. ❑Guardian or Conservator ❑ Other. ❑Other: Signer Is Representing; Signer Is Representing: O2CQI NacanalNWry Ataorhilon.t05a Pe Sob.be.MBs 26a2.Omtasw.h.GA 915I32da2.amuh4Eus@la^Rne Ren KYO] nrndec Lo07d4est-e0Pe788827 C H U B B® Policy Conditions Endorsement Policy Period FEBRUARY 24,2018 TO FEBRUARY 24,2019 Effective Date MARCH 1,2018 Policy Number 3604-43-34 PLE Insured REGATTA SOLUTIONS,INC Name of Company FEDERAL INSURANCE COMPANY Date Issued JUNE 27,2018 This Endorsement applies to the following forms: COMMON POLICY CONDITIONS Under Conditions,the following condition is added. Conditions Notice of Cancellation To Scheduled Persons Or Organizations When We Cancel When we cancel this policy for any reason,other than non-payment of premium,we will notify person(s)or organization(s)shown in the Schedule at least 30 days in advance of the cancellation date. -------------- ------- Schedule Person(s)or Organization(s):CITY OF PALM SPRINGS ITS OFFICIALS,EMPLOYEES AND AGENTS Address: 425 NORTH CMC DRIVE PALM SPRINGS,CA 92262 Policy Conditions NOTICE OF CANCELLATION continued Form 80-02-9310(Ed.4-94) Endorsement Page 1 All other terms and conditions remain unchanged. Authorized Representative QL�", Poky Conditions NOTICE OF CANCELLATION lastpags Form 80-02-9310(Ed.4-94) Endorsement Pago 2 i Coed t ons (conBnued) Transfer Of Waiver Of We will waive theright of recovery we would otherwise have had against mother person or Rights Of Recovery -orgarlization,for loss to which this insmance applies,pradded.the Inmed has waived their rights A§enstOthers ofr=veryageinst such person or organized anivacon=caragm==tthatlsc mutcdbcfine such loss. To the extent that the insured's rights to recover,all or pad of any payment made under this insurance have notbeen wowed,those lights are transferred to us.no lamed must do nothlog after loss to impair them.At our request,the lamed will bring cult or transfer those rights to us andhelp us enforce them. This condition does not apply tomedlcelecpaases." , i P i Form 80-02-2000(Rov.4.0t) Conh'ect .^ .•_• - ._Paga24o1s2 .y I s THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. E WAIVER OF SUBROGATION f PollcyNumber. 57 WEC EV4709 Endorsement Number. 04 8 04/03/18 Effective hour is the same as stated an the Information Page of the policy. Named Insured and Address: REGATTA SOLUTIONS, INC. 27122 PASEO ESPADA STE 901 SAN JIIAN CAPIST, CA 92675 1 6 o. t k THE CITY OF PALM SPRINGS, IT6 OFFICIALS, EMPLOYEES AND AGENTS , 425 NORTH CIVIC DRIVE PALM SPRINGS, CA 92262 r d P t i Nothing herein contained shall be held to vary,waive,after,or extend any of the terms, conditions,agreements or declarations of the policy,other than as herein stated. This endorsement shall not be binding unless countersigned by a duly authorized agent of the company,provided that I this endorsement takes effect as of the effective date of the policy and, at Issue of said policy, fortes a part thereof, 1 countersignature on the declarations page of said policy by a duly authorized agent of the company shall constitute valid countersignature of this endorsement. a Countersigned by Authorized Representative 6, �✓ Form G-2240-3 B Printed In U.SA. SEQ 01 Pagel Process Date: 04/22/18 Policy Expiration Date: 12/01/18 ACC)Roe CERTIFICATE OF LIABILITY INSURANCE °Ann"�""" s 2312018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.TH15 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 INSURERIS),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: N UTe certificate holder Is an ADDITIONAL INSURED,the policylks)runt 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 don not confer rights to the certificate holder In lieu Of such endorsements. P0.0rIUCER C E. Mercedes Delalrs MPX Insurance Services,Inc. NA 9gg)3343730 %AArcA Nee 1949 281-2877 Aljso Viejo, jo,CA 92656 EYLL rnerc 68 Liberty Suite 2 m@nlpalnsurance.com License#:OH49306 INSURER04 AFFORDa1U COVERAGE HAIL9 INSURE 38.342 xS RE0 Regatta Solutions INsuaER e: 27122 Paseo Espada INSUNIMIRC, INSIIRERO: #901 San Juan Capistrano,CA 92675-5706 INSURER asituinstf COVERAGES CERTIFICATE NUMBER: 0000000" REVISION NUMBER: 10 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. IHSR 1 == POLICY MAR POI'ICI SFF IPIIsYFXP UYffS COYTFEnCMI DENERAL UAeanY EACH OCCUPAENC! 3 __ CLAIMSMADE _ OCCUR 5O PIEN D 3 WO"Is An IS ._.... PERSONAL a AM WARY $ FGEIF L AGGREW FJC TELIMTAPPLESP CENEPALAWRWATE S RPOLICY: _.JECT LOC PRODUCTS-COMEOPAGG S OTHER 13 A ANO CE LIAeLRY Y BA040000016765 DWOSF2017 08105/2018 MesE .1DNOLE LI s 1,000,000 ANY AUTO BODILY `L;LJRY EPEE, S OWNED ECNEpLEO AMOSOMY AUTOS 90DILY HAIRY(ibav4NHl s HIRED NOII-0WNao PROPENTY OAAUOE AUTOS ONLY AUTOSOMY S COW:3250 COLL_ M UMBI ;S 1000000 WaRELLw LYa OCCUR EACIOCCURRENCE S EXCESS UAS CLAWLSMAOE AGGREGATE S DED -ETN WORKERS COMPENSATION I 'PEP OTH AND EMPLOYEAe'LWILITY YIN STATUTE " ANYPROPm!TORtPARTNEREJIECUTIVE E.L EACH ACCIDENT iS OFflCERL NR"CLUOEDt � 41A INw14aIPryMNHi EL 06FABE-EA EAPIO T3 00 Cculy wpw I S OE 1 T OF OPEMnONS CeIws I El DISEASE•POLICY LIMIT DESCRIPTION Or OPlRATIONS I LOC TNae I VEHICLES(ACM 101,AdRecnN Ranwits ScMtluia,my Os s11MN4 IF Mes Nno is IaawNel City of Palm Springs,its officials,employees and agents Is Included as additional insureds In regards to the Business auto policy per written contract per the attached endorsements.30 days notice o Dance on per cancellation clause.A Waiver of subrogation applies in regards to the business auto per written contract per e1 at aTied endorsement CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Palm Springs,Its officials,employees and agents ACCORDANCE WITH THE POLICY PROVISIONS. 425 North Civic Drive Palm Springs,CA 92262 AUnIdtl7EDR®PE%NTrAJ/71,rvEr �j ,� I `'W & `-' MMO ©1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD Printed by MIME on May 23.2018 at 02 24 PM THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies Insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. The following is added to the Section II—Llabiilty Coverage,Paragraph A.I.Who Is An Insured Provision: Any person or organization that you are required to include as additional Insured ad the Coverage Form in a written contract or agreement that Is signed and executed by you before the"bodily injury"or'property damage" occurs and-that is in effect during the policy period Is an"insured"for Liability Coverage,but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an"insured"under the Who Is An Insured provision contained in Section II. 1 i 3 E F MCA20480711 I f 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SECTION IV—BUSINESSS AUTO CONDITIONS, A. Loss Conditions, 5.Transfer of Rights Of Recovery Against Others To Us, the following is added: We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any"accident"or"loss", provided that the "accidenC or"loss"arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. MCA04440913 IL 02 70 0912 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CHANGES - CANCELLATION AND NONRENEWAL This endorsement modifies insurance provided under the following: CAPITAL ASSETS PROGRAM(OUTPUT POLICY)COVERAGE PART COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART CRIME AND FIDELITY COVERAGE PART EMPLOYMENT-RELATED PRACTICES LIABILITY COVERAGE PART EQUIPMENT BREAKDOWN COVERAGE PART FARM COVERAGE PART LIQUOR LIABILITY COVERAGE PART MEDICAL PROFESSIONAL LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART A. Paragraphs 2. and 3. of the Cancellation 3. All Policies In Effect For More Than 60 Days Common Policy Condition are replaced by the a. If this policy has been in effect for more following: than 60 days,or is a renewal of a policy we 2. All Policies In Effect For 60 Days Or Less issued,we may cancel this policy only upon If this policy has been In effect for 60 days or the occurrence, after the effective date of less, and is not a renewal of a policy we have the policy,of one or more of the following: previously issued,we may cancel this policy by (1) Nonpayment of ,premium, including mailing or delivering to the first Named Insured, payment due on a prior policy we issued at the mailing address shown in the policy, and and due during the current policy tens to the producer of record, advance written covering the same risks. notice of cancellation, stating the reason for cancellation,at least (2) Discovery of fraud or material misrepresentation by: a. 10 days before the effective date of (a) Any insured or his or her cancellation if we cancel for: representative in obtaining this (1) Nonpayment of premium;or insurance;or (2) Discovery of fraud by: (b) You or your representative in (a) Any insured or his or her pursuing a claim under this policy. representative in obtaining this (3) A judgment by a court or an Insurance;or administrative tribunal that you have (b) You or your representative in violated a California or Federal law, pursuing a claim under this policy. having as one of its necessary elements b. d301.'days'r before: ',,the teffe`dtive: �daW of an act which materially increases any of r� ,. the risks insured against. cancellation if}r�vie_ tcancel �for'fany..7othera ireasonl IL 02 70 0912 ©Insurance Services Office, Inc.,2012 Page 1 of 4 (4) Discovery of willful or grossly negligent B. The following provision Is added to the acts or omissions,or of any violations of Cancellation Common Policy Condition: state laws or regulations establishing 7, Residential Property safety standards, by you or your representative, which materially This provision applies to coverage on real increase any of the risks insured property which is used predominantly for against. residential purposes and consisting of not more than four dwelling units, and to coverage on (5) Failure you or your representative to tenants' household personal propertys gin a Implement reasonable loss control tenants' unit, if such coverage is written requirements, agreed to by you as a under one of the following: condition of policy Issuance, or which were conditions precedent to our us_e of Commercial Property Coverage Part a particular rate or rating plan, if that Farms Coverage Part — Farm Property— Farm failure materially increases any of the Dwellings, Appurtenant Structures And risks Insured against. Household Personal Property Coverage Form (6) A determination by the Commissioner of a. If such coverage has been in effect for 60 Insurance that the: days or less, and is not a renewal of (a) Lass of, or changes in, our coverage we previously issued, we may reinsurance covering all or part of cancel this coverage for any reason,except the risk would threaten our financial as provided in b,and c,below. integrity or solvency;or b. We may not cancel this policy solely (b) Continuation of the policy coverage because the first Named Insured has: would: (1) Accepted an offer of earthquake (i) Place us in violation of California coverage;or law or the laws of the state where (2) Cancelled or did not renew a policy we are domiciled;or issued by the California Earthquake (ii) Threaten our solvency. Authority (CEA) that included an earthquake policy premium surcharge. (7) A change by you or your pe representative of the However, we shall cancel this olio if the in the activities or property of the policy commercial or industrial enterprise, first Named Insured has accepted a new or which results in a materially added, renewal policy issued by the CEA that increased or changed risk, unless the includes an earthquake policy premium added, increased or changed risk is surcharge but fails to pay the earthquake included in the policy. policy premium surcharge authorized by the CEA. b. We will mail or deliver advance written c. We may not cancel such coverage solely notice of cancellation, stating the reason for because corrosive sail conditions exist on cancellation, to the first Named Insured, at the mailing address shown in the policy, the premises. This restriction (c.) applies and to the producer of record,at least: only if coverage is subject to one of the fallowing, which exclude loss or damage (1) 10 days before the effective date of caused by or resulting from corrosive soil cancellation if we cancel for conditions: nonpayment of premium or discovery of fraud;or ( ) P1 Commercial Property Coverage Part — (2) 30 days before the effective date of Causes Of Loss Special Form;or cancellation if we cancel for any other (2) Farm Coverage Part— Causes Of Loss reason listed in Paragraph 3.a. Form — Farm Property, Paragraph D. Covered Causes Of loss—Special. Page 2 of 4 ©Insurance Services Office,Inc., 2012 IL 02 70 0912 J C. The following is added and supersedes any (2) The Commissioner of Insurance finds provisions to the contrary: that the exposure to potential losses will Nonrenewal threaten our solvency or place us in a hazardous condition. A hazardous 1. Subject to the provisions of Paragraphs C.2. condition includes, but is not limited to,a and C.3, below, if we elect riot to renew this condition in which we make claims policy, we will mail or deliver written notice, payments for losses resulting from an stating the reason for nonrenewal, to the first earthquake that occurred within the Named Insured shown in the Declarations, and preceding two years and that required a to the producer of record, at least 60 days, but reduction in policyholder surplus of at not more than 120 days, before the expiration least 25% for payment of those claims; or anniversary date. or We will mail or deliver our notice to the first (3) We have: Named Insured, and to the producer of record,at the mailing address shown in the policy. (a) Lost yr experienced a substantial 2. Residential Property reduction in the availability or scope of reinsurance coverage;or This provision applies to coverage on real (b) Experienced a substantial increase property used predominantly for residential in the premium charged for purposes and consisting of not more than four reinsurance coverage of our dwelling units, and to coverage on tenants' residential household property contained in a residential policies;and property insurance unit, If such coverage is written under one of the following: the Commissioner has a roved a plan owing: for the nonrenewals that is fair and Commercial Property Coverage Part equitable, and that is responsive to the Farm Coverage Part — Farm Property — Farm changes in our reinsurance position. Dwellings, Appurtenant Structures And c. We will not refuse to renew such coverage Household Personal Property Coverage Form solely because the first Named Insured has a. We may elect not to renew such coverage cancelled or did not renew a policy, issued for any reason, except as provided in b.,c. and d.below. by the California Earthquake Authority, that Included an earthquake policy premium b. We will not refuse to renew such coverage surcharge. solely because the first Named insured.has d. We will not refuse to renew such coverage accepted an offer of earthquake coverage. solely because corrosive soil conditions However, the following applies only to exist on the premises. This restriction (d.) insurers who. are associate participating applies only if coverage Is subject to one of insurers as established by Cal. Ins. Code the following, which exclude loss or Section 10089.16. We may elect not to damage caused by or resulting from renew such coverage after the first Named corrosive soil conditions: Insured has accepted an offer of (1) Commercial Property Coverage Part — earthquake coverage, if one or more of the Causes Of Loss—Special Form;or following reasons applies: (2) Farm Coverage Part— Causes Of Loss (1) The nonrenewal is based on sound Form — Farm Property, Paragraph D. underwriting principles that relate to the Covered Causes Of Loss—Special. coverages provided by this policy and 3. We are not required to send notice of that are consistent with the approved nonrenewal in the ollowin situations: rating plan and related documents filed 9 with the Department of Insurance as a. If the transfer or renewal of a policy,without required by existing law; any changes in terms, conditions or rates, is between us and a member of our insurance group. IL 02 70 0912 ©Insurance Services Office, Inc.,2012 Page 3 of 4 b. If the policy has been extended for 90 days e. If the first Named Insured requests a or less, provided that notice has been given change in the terms or conditions or risks in accordance with Paragraph C.I. covered by the policy within 60 days of the c. If you have obtained replacement coverage, end of the policy period. or if the first Named Insured has agreed, in f. If we have made a written offer to the first writing, within 60 days of the termination of Named Insured, in accordance with the the policy,to obtain that coverage. limeframes shown in Paragraph C.1., to d. If the policy is for a period of no more than renew the policy under changed terms or 60 days and you are notified at the time of conditions or at an increased premium rate, issuance that it will not be renewed. when the increase exceeds 25%, Page 4 of 4 ©Insurance Services Office, Inc.,2012 IL 02 70 0912 f I �i THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Business Auto Broadening Endorsement This endorsement modifies Insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. NEWLY ACQUIRED OR FORMED ENTITY(BROAD FORM NAMED INSURED) Ii. EMPLOYEES AS INSUREDS III. AUTOMATIC ADDITIONAL INSURED IV. EMPLOYEE HIRED AUTO LIABILITY V. SUPPLEMENTARY PAYMENTS VI. FELLOW EMPLOYEE COVERAGE VII. ADDITIONAL TRANSPORTATION EXPENSE Vill. HIRED AUTO PHYSICAL DAMAGE COVERAGE IX. ACCIDENTAL AIRBAG DEPLOYMENT COVERAGE X. LOAN/LEASE GAP COVERAGE XI. GLASS REPAIR—DEDUCTIBLE WAIVER XII. TWO OR MORE DEDUCTIBLES XIII. AMENDED DUTIES IN EVENT OF ACCIDENT,CLAIM,SUIT OR LOSS XIV. WAIVER OF SUBROGATION XV. UNINTENTIONAL ERROR,OMISSION,OR FAILURE TO DISCLOSE HAZARDS XVI. EMPLOYEE HIRED AUTO PHYSICAL DAMAGE XVII. PRIMARY AND NONCONTRIBUTORY IF REQUIRED BY CONTRACT XVIII. HIRED AUTO—COVERAGE TERRITORY XIX. BODILY INJURY REDEFINED TO INCLUDE RESULTANT MENTAL ANGUISH Copyright 2017 Mercury Insurance services,LLC. All rights reserved. MCAg5300g17-CA Includes copyrighted material of Insurance services Office,Inc.,with its Permission Page 1 of 6 1 BUSINESS AUTO COVERAGE FORM 1. NEWLY ACQUIRED OR FORMED ENTITY(Broad Form Named Insured) SECTION II-LIABILITY COVERAGE,A.Coverage,1.Who Is An Insured,the following is added: d. Any business entity newly acquired or formed by you during the policy period provided you own 50%or more of the business entity and the business entity is not separately insured for Business Auto Coverage.Coverage is extended up to a maximum of 180 days following acquisition or formation of the business entity. Coverage under this provision Is afforded only until the end of the policy period. Coverage does not apply to an"accident"which occurred before you acquired or formed the organization. IL EMPLOYEES AS INSUREDS SECTION 11-LIABILITY COVERAGE,A.Coverage,1.Who Is An Insured,the following is added: e. Any"employee"of yours Is an"insured"while.using a covered"auto"you don't awn,hire or borrow in your business or your personal affairs. Ill. AUTOMATIC ADDITIONAL INSURED SECTION 11-LIABILITY COVERAGE,A.Coverage,1.Who Is An Insured,the following is added: f. Any person or organization that you are required to include as additional insured on the Coverage Form in a written contract or agreement that is signed and executed by you before the"bodily injury"or"property damage"occurs and that is in effect during the policy period is an"insured"for Liability Coverage,but only for damages to which this Insurance applies and only to the extent that person or organization qualifies as an"insured"under the Who Is An Insured provision contained in Section 11. IV. EMPLOYEE HIRED AUTO LIABILITY SECTION 11-LIABILITY COVERAGE,A.Coverage, 1.Who Is An Insured,the following is added: g. 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. V. SUPPLEMENTARY PAYMENTS SECTION II—LIABILITY COVERAGE,A.Coverage,2.Coverage Extensions,a.Supplementary Payments,Subparagraphs(2)and(4)are replaced by the following: (2) Up to$3,000 for cost of bail bonds(including bonds for related traffic law violations)required because of an"accident"we cover. We are not obligated to furnish these bonds. (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. Copyright 2017 Mercury Insurance Services,I.I.C. All rights reserved. MCA85100817-CA Includes copyrighted material of Insurance Services Office,Inc.,with Its Permission Page 2 of 6 1 VI. FELLOW EMPLOYEE COVERAGE: SECTION II—LIABILITY COVERAGE,B.Exclusions,S.Fellow Employee This exclusion does not apply if you have workers'compensation insurance in-force covering all of your"employees". Coverage is excess over any other collectible insurance. VII. ADDITIONAL TRANSPORTATION EXPENSE SECTION III-PHYSICAL DAMAGE COVERAGE,A.Coverage,4.Coverage Extensions,a.Transportation Expenses,is replaced with the following: We will pay up to$50 per day to a maximum of$100D.for temporary transportation expense incurred by you because of the total theft of a covered"auto"of the private passenger type.We will pay only for those covered"autos"for which you carry either Comprehensive or Specified Causes of Loss Coverage.We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending,regardless of the policy's expiration,when the covered"auto"is returned to use or we pay for its"loss". If your business shown in the Declarations is other than an auto dealership,we will also pay up to$1,000 for reasonable and necessary costs incurred by you to return a stolen covered auto from the place where it is recovered to its usual garaging location. Vill. HIRED ALITO PHYSICAL DAMAGE COVERAGE SECTION III—PHYSICAL DAMAGE COVERAGE,A.Coverage,4.Coverage Extensions,the following is added: C. If Liability Coverage is provided in this policy on a Symbol 1 or a Symbol 8 basis and Comprehensive,Specified Causes of Loss,or Collision coverages are provided under this coverage form for any"auto"you own,then the Physical Damage Coverages provided are extended to"autos"you hire,subject to the following limit: (1) The most we will'pay.for"loss"to any hired"auto"is$50,000 or Actual Cash Value or Cost of Repair,whichever is less (2) $500 deductible will apply to any loss under this coverage extension, except that no deductible shall apply to"loss"caused by fire or lightning Subject to the above limit and deductible we will provide coverage equal to the broadest coverage applicable to any covered"auto"you own of similar size and type. This coverage extension Is excess coverage over any other collectible insurance. IX. ACCIDENTAL AIRBAG DEPLOYMENTCOVERAGE SECTION III-PHYSICAL DAMAGE COVERAGE,B.Exclusions,3.a.,is amended to add the following: This exclusion does not apply to the accidental discharge of an airbag. Copyright 2017 Mercury Insurance Services,I.I.C.All fights reserved. MCASSIOO817-CA Includes copyrighted material of Insurance services Office,Inc.,with Its Permission Page 3 of 6 X. LOAN/LEASE GAP COVERAGE SECTION III-PHYSICAL DAMAGE COVERAGE C. Limit of Insurance,the following is added: 4. In the event of a"total loss"to a covered"auto"shown in the schedule or declarations for which Collision and Comprehensive Coverage apply,we will pay any unpaid amount due on the lease or loan for that 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 forexcessive 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 purchased with the loan or lease;and (5) Carry-over balances from previous loans or leases. The most we will pay under Auto Loan/Lease Gap Coverage for an insured auto is 25%of the actual cash value of that insured auto at the time of the loss. XI. GLASS REPAIR—DEDUCTIBLE WAIVER SECTION III-PHYSICAL DAMAGE COVERAGE,D.Deductible,the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. XII. TWO OR MORE DEDUCTIBLES SECTION III-PHYSICAL DAMAGE COVERAGE,D.Deductible,the following is added: If two or more"company"policies or coverage forms apply to the same accident: 1. If the,applicable Business Auto deductible is the smallest,it will be waived;or 2. If the applicable Business Auto deductible is not the smallest,It will be reduced by the amount of the smallest deductible;or 3. If the loss involves two or more Business Auto coverage forms or policies the smallest deductible will be waived. For the purpose of this endorsement"company"means the company providing this insurance and any of the affiliated members of the Mercury Insurance Group of companies. XIII. AMENDED DUTIES IN EVENT OF ACCIDENT,CLAIM,SUIT OR LOSS The requirement in SECTION 1V,BUSINESS AUTO CONDITIONS,A.Loss Conditions,2.Duties In The Event Of Accident,Claim,Suit,Or Loss,a.,In the event of"accident",you must notify us of an "accident"applies only when the"accident"is known to: (1) You,if you are an individual; (2) A partner,if you are a partnership; (3) A member,if you are a limited liability company;or (4) An executive officer or insurance manager,if you are a corporation. Copyright 2017 Mercury Insurance Services,I.I.C. All rights reserved. MCA85100817-CA Includes copyrighted material of Insurance Services office,Inc.,with its Permission Page 4 of 6 XIV. WAIVER OF SUBROGATION SECTION IV-BUSINESS AUTO CONDITIONS,A.Loss Conditions,S.Transfer of Rights Of Recovery Against Others To Us,section is replaced by the following: S. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any"accident"or "loss",provided that the"accident"or"loss"arises out of the operations contemplated by such contract.The waiver applies only to the person or organization designated In such contract. XV. UNINTENTIONAL ERROR,OMISSION,OR FAILURE TO DISCLOSE HAZARDS SECTION IV-BUSINESS AUTO CONDITIONS,B.General Conditions,2.Concealment, Misrepresentation,or Fraud,the following is added: Any unintentional omission of or error in information given by you,or unintentional failure to disclose all exposures or hazards existing as of the effective date or at anytime during the policy period shall not invalidate or adversely affect the coverage for such exposure or hazard or.prejudice your rights under this insurance. However,you must report the undisclosed exposure or hazard to us as soon as reasonably possible after Its discovery. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. XVI. EMPLOYEE HIRED AUTO PHYSICAL DAMAGE SECTION IV—BUSINESS AUTO CONDITIONS, B.General Conditions,S.Other Insurance, b.For Hired Auto Physical Damage Coverage,is replaced by 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". XVII.PRIMARY AND NONCONTRIBUTORY IF REQUIRED BY CONTRACT SECTION IV—BUSINESS AUTO CONDITIONS, B.General Conditions,S.Other Insurance,the following is added and supersedes any provision to the contrary: e. 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. Copyright 2017 Mercury Insurance Services,I.I.C. All rights reserved. , MCASS100817-CA Includes copyrighted material of Insurance Services Office,Inc.,with Its Permission Page S of 6 XVIII. HIRED AUTO-COVERAGE TERRITORY SECTION IV-BUSINESS AUTO CONDITIONS,S.General Conditions,7.Policy Period,Coverage Territory,e.Anywhere in the world if:,is replaced by the following: e. Anywhere In the world If: (1) A covered"auto"is leased,hired,rented or borrowed without a driver for a period of 30 days or less;and (2) The"insured's"responsibility to pay damages Is determined In a"suit"on the merits,In the United States of America,the territories and possessions of the United States of America,Puerto Rico,or Canada or in a settlement we agree to. XIX. BODILY INJURY REDEFINED TO INCLUDE RESULTANT MENTAL ANGUISH SECTION V—DEFINITIONS,C."Bodily Injury"is amended by adding the following: "Bodily injury"also includes mental anguish but only when the mental anguish arises from other bodily injury,sickness,or disease. Copyright 2017 Mercury Insurance Services,I.I.C. All rights reserved. MCA85100817-CA Includes copyrighted material of Insurance services Office,Inc,with its Permission Page 6 of 6 Facilities Tempt From: Cassandra Simpson <csimpson@regattasp.com> Sent: Thursday,June 7, 2018 1:32 PM To: Facilities Tempt Cc Karen Tolliver Subject: Re:Auto Policy Update Attachments: MCA85100817-CA Business Auto Broadening Endorsement.pdf Per my agent,"Mercury does not generate specific policy endorsements that reference the policy number-they have a library of policy forms,for agents to print if the coverage applies. The numbers on the forms are not policy numbers- they are policy forms. Since Regatta has a broadening endorsements-the policy forms provided apply-please see attached screenshot,along with broadening endorsement forms(includes blanket Al, PNC,and WOS)." At your service, Cassandra Simpson VP of Business Affairs 2712-1 Pasco Espado 4901 San Juan Capistrano,CA 92675 Office,.949-481-9670 Fax:949481.9674 csimnson a-rcununso.com Regatta Solutions I Cindy Berardi From: Edward Kotkin Sent: Tuesday, September 12, 2017 9:30 PM To: Cindy Berardi Cc: Veronica Goedhart;Tabitha Richards; Staci Schafer; Marcus Fuller Subject: RE: Regatta contract insurance paperwork This issue (as opposed to the adequacy of the$10M umbrella), I have to agree with Cindy—what's provided doesn't match. Please have Regatta's carrier comply. From: Cindy Berardi Sent:Tuesday, September 12, 2017 2:07 PM To: Edward Kotkin <Edward.Kotkin@palmspringsca.gov> Cc:Veronica Goedhart<Veronica.Goedhart@palmspringsca.gov> Subject: FW: Regatta contract insurance paperwork Eddie, page 2 of the attached COI is the 30 day cancellation endorsement and it's my interpretation this is not acceptable as stated on page 34 of the attached Regatta Contract. Can you please confirm your interpretation? Thank you. Cynthia A. Berardi, CIVIC Interim Chief Deputy City Clerk City of Palm Springs P. O. Box 2743 Palm Springs, CA 92263 (760) 322-8355 (760) 322-8332 fax Please note: City Hall is open Monday-Thursday 8:00am-6:00pm, and we are closed on Fridays. From: Edward Kotkin Sent: Tuesday, September 12, 2017 10:50 AM To: Tabitha Richards; Staci Schafer Cc: Cindy Berardi; Kathie Hart; Karen Tolliver Subject: RE: Regatta contract insurance paperwork Then I will live with the $10M umbrella as stated. Thank you Tabby! From:Tabitha Richards Sent:Tuesday, September 12, 2017 10:42 AM To: Edward Kotkin <Edward Kotkin(o)palmsoringsca gov>; Staci Schafer<Staci.SchaferPpalmspringsca.gov> Cc:Cindy Berardi <Cindv Berardi(cDpalmsoringsca gov>; Kathie Hart<Kathie Hart(o)palm5pringsca gov>; Karen Tolliver <Karen Tolliver@palmspringsca gov> Subject: RE: Regatta contract insurance paperwork Eddie,the only other issue you had was that their Aggregate coverage be the minimum $2 million, and their revised insurance certificate listed $10 million under their umbrella policy. 1 woo A C o® CERTIFICATE OF LIABILITY INSURANCE 4narz61e NYY7 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 INSURERIS), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: It the corUlkals holder is an ADDITIONAL INSURED,the poilcy(les)must have ADDITIONAL INSURED provisions or be endorsed, If SUBROGATION IS WANED,subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on thin amifficats don not confer rl his to the certificate holder In lieu of such endorsems PRODUCER ,yAN ._ Eva Wagner Arthur J.Gallagher&Co.Insurance Brokers of CA PNON6 ,818-539.1335 I F 505 N.Brand Boulevard,Suite 800 _ ,A tsd-818-539-1635 CA License#0726293 E,O„Ka,.Eva Wagner@ajg.com Glendale,CA 91203 INSUAER1S1AffORMO COVFnnos NAcs wa A:Federal Insurance Company _ 0281 x RIMED REGASOL-01 wsuRp e-Hartford Underwriters Insurance Company 0104 Regatta Solutions,Inc. sunRc:Hiscox Insurance COmparry Ina 110200 Attn:Cassandra Simpson — _...__�... ... 27122 Passo Espada,Suite 901 - San Juan Capistrano CA 92675 pwRel eI __ F: COVERAGES CER71SCATE NUMBER,976116992 ION N THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTEN BELOW HAVE BE ISSUED TO THE INSURm tiAM£O ABOVE FOR THE POLICY PERIOD I INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CON13MON 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, DICLUSIONS AND CONDITIONS OF SUCH POLICIES.ULBTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. '�'a"I Tn'IeFLYlURANCa ;,A P0.JCYPAPMER t�L9S EaF A X COMMERCa1L GENanAL WBaJTY Y Y 36044304 '2242019 :2242019 Fi1CN OCCURRENCE a1000000 CWKa-WDE Ox OCCUR I ,on�YS T f300 WO _— --f / IED E%P1 one error as 000 '.,,_j I/ PER90rYiL AADVINAIRY fiA000o0 VVV t �ENI.AGGREGATEUqMpR.APPUESPER: 1 6ereIALAGWWATs_s WO.000 It PDLICY�JECr LOC I PROOIRCYS-COMPIOPAGG.f 000000 OTHER j f LY A AUfONoas,UAeaDY N N 7yge940 7R1201a 2r242019 a t1,000,000 erlsn AONVar1A�u�ro RODLY iruuRY(PerP.Iw„1 s AUr0E 0N.Y —,ANNVpp1NN0��9jA�F}�� ' / a00LY WJURY lfta X 060/ILY X AUTO &ED WMW A X UMaIRuA Um xj«CUR j Y N 71194110 1=4r2olll N242016 EACj/000URRENCE. f10,000,000 Excess LW CW I AGGREGATE �f10,00D.000 !r In RE 'NlcISO a -- B 1�KOv y 67WELEV170a 12/12017 12/12018 x ... ANY PROPRIErI%UPARmEP/pe;CUrNE YIN ELEAOIACCICENT 31,001000 �LUIIESCA NOf OPEnATOeG mtr ❑NIA. I EL 00 -POLICY NT f1.000,0 06EASE 00 C i omis�NUld,9 .Emma N N MPL211675217 12/12017 17/120/e 71.D00,000 Each Claim UrtR Claims Made t f1,000,000 A00 Llmil V 110.000 ReLm 'DEaCR1PTgN OF eTERATIGN!/LOCATION!/VENIClE3(ACCRD 101,AaaIWRI FwlwMe lrMauN,meY M erocnM I men eryn Ie IepAe41 The City of Palm Springs,its officials,employees and agents are named as adg&nal insured,with this Insurance Ispdma and over any insurance or self-insurance the City may have,a s u e and agreed That the a yes the right o su a on against the above additional insured(s). 30 day notice of cancellation is provided. Endorsements attached. Subject t0 all policy tars and conditions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Clly Gf Palm Spk1 IU offlGels,employees and agents THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 42 NOrlh CHIC D ACCORDANCE WITH THE POLICY PROVISIONS. Palm Springs,CA 92202 ;DT(o3pgVZy_ R�n IiNTATNE of ©1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25(2018/03) The ACORD name and logo are registered marks of ACORD r s C H U B B• WNW Insurance 1 Endorsement {( PolicyPadod FEBRUARY24,2018 TO PEBRUARY24,2019 ; E&cilvo onto MARCH 1,201B PaIlcyNumber 3604.43-34ME Insured REQATrASOLDTIONS,INC Name of Company FEDMULINSORANCECOMPANY Date Issued AFRIL 9,2018 Ibis Rndaraemc rtapplies to the following forme: fi GENERALLIABUM Under Who rs An Insured,the following provision Is added, Who Is An Insured Addlllonalln sure d- Persons or orgadzurkrus shown In the Sch am Insaredr,but they Insureds only If-you am Scheduled Person obligatedpa somt to a contractor sgm®vnt to pmvide them with such tns unma as Is afforded by OrOlgati/zatf00 "Pow➢• p l36weve,thopcson or crganiaatlonis an Insured only. • if and than D ytothaertmtihopemonormganizationIsdaudbedhitheSchedule; • to the mucat such contractor agmmaeatrequirea the person or organization to be afforded status as an bayed; , • for activities that did not occur,inwholoorInp4befmo the oatntlonof the conhactor agreameap and • with impact todemages,loss,cost orezpeose for injury ordamagato which this Insurance applies. No person or organization is an insured under this provision: • do Is mom specifically identified under my othei provislon of the Who Is An Insured scotlan(mgerr8ess of my]imitatinaappRtreblethomlo). • WhbmspecttomYassumpttonofRabllity(OFinalbarperamororgmization)bythemina wntrectm agmement,This limitation does not apply to thellabilityfor damages,loss,cost or aspeasafarinlory or damage,to which this insmmco apptlea,that tho p=on or mgmimdon would have In the absence of each contractor agmammt. V i ftsbWhwumnea AdmBwd hwmd-scaedWsdParson OrorgwWr on +j Form so-oa2aar(Asv.S-M Endorsement - Paso 1 t i 3 1 CHUBS' 5 Ubblllty Endorsement (contrnuee Under Coadluans,IhefoIlowingptovlatonis added to the ceadidautWedOthor fammvre. Cond(tlons f Otherinsurence— Ifyoaeraobllgated,pa®aaattoaconceatoragwemeat,to pmvldetheparsoaorargaatzauoo i Pfimary;Nondbnhlbu6ay, shown IntheSrhedatewlthpamerylosaimceaad,asleaMrdedbrthispolle 9=1a such ease Insurance—Scheduled fhlelasataacelsPdmmY and wewIDnotseekConabadonfrominsaranwavessblato such peraou Person OrOrganizeGon ororganteattom ' Schedule THECUTOFPA1MSFRINGS,1TSOF aAES, EMPMYERS AND AGENTS f 425 NORTH OMDRIM PALM SPRINGS,CA 92262 C t t M other t®s and eondidons remaln unchanged. } \� AufhorhedRepresentaft s 7 7F t i tIf S r lJabmly rasutance AdcWareilnsmad-.Schodutadpanm or orgmhaffat Form 86nA25e7(Rau sml Endaeamant Pags 2 - r f d►`�o�® CERTIFICATE OF LIABILITY INSURANCE DATE(MMTDYYYY 12/11/2017 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 poliey(les) 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 endorsements. PRODUCER CONTACT NA : Eva Wag ner Arthur J.Gallagher&Co. PHONE .818-539-1335 FAX .818-539-1635 Insurance Brokers of CA Inc,LIC#0726293 .�L 505 N. Brand Boulevard,Suite 600 .eva_wagner@ajg.cem Glendale,CA 91203 INsu S AFFORDNIG COVERAGE MMCe INSURERA:Hiscox Insurance Company Inc. 10200 INSURED REGASOL-01 INSURER 6, Regatta Solutions,Inc. INSURER C: 27122 Paseo Espada,Suite 901 San Juan Capistrano,CA 92675 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1316256127 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. DUP LFjp TYPE OF NISURANCE POLICY NUMBER POLJCY YY POLICY YYY LAM COMMERCIAL GENERAL LABILITY EACH OCCURRENCE f ET RE CLAIMSJAADE OCCUR ISES Ea orwnence f MED EXPAry one f PERSONAL B ADV INJURY f GENL AGGREGATE LIMIT APPUES PER GENERAL AGGREGATE f POLICY jEa ]LOC PRODUCTS-COMP/OP AGG f OTHER: f GOMBINED SINGLE LIMIT AUTOMOBILE LIABILITY Ea amdenl f ANY AUTO BODILY INJURY(Per Person) f OWNED SCHEDULED BODILY INJURY(Per aecdet) f AUTOS ONLY AUTOS HIRED NON-OWNED E AMA E f AUTOS ONLY AUTOS ONLY Per ecodenl f UMBRELLA LIAB H OCCUR EACH OCCURRENCE f EXCESS LIAR CLAMS-MADE AGGREGATE f DEO RETENTION f WONDERS COMPENSATM PER OTH- AND EMPLOYERS'I.MMIITY YIN STATIME ER ANY PROPRi ETOMLYARTNERIEXECUTl ❑N/A E.L EACH ACCIDENT It OFFICERIMEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYE f If yes descme under DESCRIPTION OF OPERATIONS belwv E.L DISEASE-POLICY UNITI It A Professional Liability,Errors& MPL2116752.17 12 I12017 12112018 $1.000.000 Each Claim Limit Omissions / E1,000,000 Aggregate Limit Claims Made J $101000 Retention oESCRpTION OF OPERATIONS I LOCATOINS I VEHICLES(ACORD 101,Addleonal Remerys schedule,may be affected N mm space be rpWrstl) The City of Palm Springs,its officials,employees and agents are included as ed iticnal in.S and with a waiver Df subrogation,with this insurance OrimaDt and noncontributGry over any insurance or self-insurance the city may have. 30 day notice of cancellation is provided as per the attached Fob CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Palm Springs.its officials,employees and agents THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 425 North Civic Drive ACCORDANCE WITH THE POLICY PROVISIONS. Palm Springs,CA 92262 AU�ESENTATNE C 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD ACO® CERTIFICATE OF LIABILITY INSURANCE DATE(MM DDmvrl `� 1112112017 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 provisWns 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 ri hts to the certificate holder in lieu of such endorsements. PRODUCER CONTACT NAME: Eva Wagner Arthur J.Gallagher&Co. Insurance Brokers of CA PHONE ,g18-539-1335 FAX .818-539-1835 505 N.Brand Boulevard,Suite 600 CA License#0726293 E L .eva_wagner@ajg.00m Glendale,CA 91203 INSURER(S)AFFORDING COVERAGE NMC9 INWu A:Hartford Underwriters Insurance Company 30104 WSURED REGASOL-01 INBURERB: Regatta Solutions, Inc. INSURERC: Attn:Cassandra Simpson 27122 Paseo Especial,Suite 901 INSURER D: San Juan Capistrano CA 92675 INSURER E: MW F: COVERAGES ERTIFICATE NUMBER: 1005255680 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. LLDWK TR TYPE OF INSURANCE POLICY NUMBER MMNDIYYYY)Y EFF MIOM`DX'Y EXP LIIITB COYMERCUL GENEMLLMBILRY EACH OCCURRENCE It CLMMS-MADE 11 OCCUR PREM1E TO ISES IEocw%l f MED EXP(Anyone person) f PERSONALaADVINJURY It GENL AGGREGATE LINW APPLES PER GENERAL AGGREGATE f POLICY 1:1 JJEECTT LOC PRODUCTS-COMPIOP AGO f OTHER: f ATTroM u LIABILITY Es evident f ANY AUTO BODILY INJURY(Per person) f OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per auidenl) $ HIRED NON-CWNED PR P RTYDAMA E 8 AUTOS ONLY AUTOS ONLY Peremrer $ UMBRELLA DM OCCU EACH OCCURRENCE S LAB L9 ZMIMADE AGGREGATE f DED I I RETENTION $ A WORKERS COMPENSATION 57WECEV4709 12fmou 12/1/2018 X PER onF AND EMPLOYERS'UABIIJTY YIN ANY PROPRIETORPARTNERNEXECUTIVE E. EACH ACCIDENT $1,000,000 OFFICERAIEMBER EXCLUDED? V❑ L.N/A (WMMory M NH) E.L.DISEASE-EA EMPLOYEE $1.000.000 Ifyyaass��deem""ender - DESCRIPTIONOFOPERATIONSENow E.L.DISEASE-POLICY LIMIT S1,000,000 DESCRIPTION OF O TXONS/LOCATIONS I VEOICLES (ACCRO 101.AJIIbntl Remerlu BeMUWe,mey In eeetlre I mwa spew b repYel) Subject to all policy terms and conditions. The City of Palm Springs,its officials,employees and agents are included as additional insu with a waiver of subrogation,with this insurance n rla� d non- over any insurance or self-insurance t e c may have. 30 day notice of cancellation is provided as per the attached Form -0�2-931"0. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Palm Springs,its officials,employees and agents THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 425 North Civic Drive ACCORDANCE WITH THE POLICY PROVISIONS. Palm Springs,CA 92262 *W NTATIVE & y ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD ac e CERTIFICATE OF LIABILITY INSURANCE I DAFE(MMI O Yrr 11._ � 1 511312017 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 policyges) must have ADDITIONAL INSURED pmvis{ons or be endorsed. If SUBROGATION IS WAIVED,Subject to the terms and conditions of the polity,certain policies nuy inquire an endorsement. A statement on this cenifi"T.does not canter rl ITu to the certificate holder in lieu of such endorsemem 5 . PROWLER NONE" T CERTIFICATE DEPARTMENT _ Arthur J. Gallagher &Co, PIMNE g25d99-1112 F"X 426 294 0328 Insurance Brokers of CA. Inc. LIC X0726293 .Ncl.—:__. ... 3697 Mt. Diablo Blvd., Suite 300 ,IL 14LRess;Cenrequests@AJG.com Lafayette GA 44549 WSUPERM AFFORDING COVERAGE I NAI[N NSURER A:Hartford Undenwiters Insurance Company 30104_ wwRED Nwnm a-.Unde"ITIters at Lloyd's London 115792 Re atta Solutions, Inc. 120261 ^NSURER c Federal insurance Com an 27 22 Pasea Espada. Suite 907 y I San Juan Capistrano,CA 92675 NSURER D _ _ _w wRER E. I M5URER F: COVERAGES CERTIFICATE NUMBER: 1950724991 REVISION NUMBER: THIS 1s TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED OELOW 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 Nw RANCE 450!MRl POLICY F POU YEXP L POQCI NVMaER YY YY 'LPalS C X COMMERCIAL GENERAL WRIUYY Y Y 3W44334 2/27/i017 2/2Q2018 I EACH OCCURRENCE If1.OW,000 CUUMS.MAN X OCCUR i OAKKC EJUHE FLU 000.000 1Yr E0EXP IAny vnvpmon) !$5.000 ff, I PERSONAL A AOV INJURY jE1.000000 GENLIGGREGATELVATAPRIESPE9: iOENEAALAGGREGAIE 'f2,000,000 % POLICY X JEC LOC PRODUCTS COMP:OP AOG ;12.000,1000 OTHER i C I AUTOMOeLLE UA&UTY 735915940 2/2412017 • ZIZV2016 1 Ea accvPn UAII I F1.000,000 ANYAUTO ROORYIIuUTF YIPm,v, n) if 'A'UMP SLNEoouLEO t UTlTS ONLY !AUt05 tROOMY IwURYIP*RFCI tX0 7 % HOED NW MNE AUTOSi-X O �PAOPEANOAMALE ONLY _ I AUTOS ONLYY i ! f C % WORELLA UA9 X IOCCUR Y Y 7818A110 2120017 I2J2412018 EACH OCCURRENCE 510,000.000 EXCDEDESS L, IF E iENTX)N1 CURMSMAOE� AGGREGATE t10,000,OW___ f A WORKERS GOMPEN5AUON c P ;OTH MO EMPLOYERS'LMarLnY Y 57WEC_W)09 12/1/201fi 12g129/] X S ATUTE ER A PROPRIETORMARTNEIVEXECUTNE YIN OFFICERIMEMMR EVCLUDED7 NIA EL EACN ACCIDENT 31,OOp,ppp tNAMAtPry�n NK) EL DISEASE EA EMPLOYE t1.000,000 9 yyePss eoaER umar DES[RIPTgN OCOPERATIONS Eeb. E.I aiSEASE POLICY t1M0 11.000,OCO B Enurs6 Omtsdens UC52660411116 IVII2016 1121112017 Aggragatc $1.wo'D00 DESCRIP TION OFOPERAl10N5ILOCATIONS I VEHICLES(ACORD 10?.MOIWn RFnanA Sa Fj,rvy WrU.csFa Mewre p,,.IF re*0'"I Certificate holder is automatically included as an additional Insured as per the attached form/Chubb Form x 80-02.2000 The City Df P3)m Springs, its officials, employees and agents are included as an add'lanai Ina rc d for any and all work performed with the City. This Insurance 15 primary and non•conl lbulory over any insurance or self-insurance the City may have. Waivet of subrogation applies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Palm Spnllgs THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN 425 N Civic Drwe ACCORDANCE WITH THE POLICY PROVISIONS. Pain Springs CA UZ262 AUTTTHHOWIED REPRESEHTATNE 0 1989,2015 ACCRD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD General Liability Contract Please read the entire IxOicy wrerully.76e terms imd cunJiliotuol'thds insnnnrce include the various sectionsuf Ihisconlrtcl:Covemees;Invesligolion.OeferseAnd Settlements: Supplemenutry Payments;Cos engeTerrilury;What Is An Insured;Limits Or insunmce: IL%eln5i01L9;Candilinrn;and Oelinitions,uswellastheIleclnmlians.GammonpolicyLbndiiinns and any Ihadorsememsand Scheduler male a Iran orihis Insurance. Throughout thisconlnci the words"vnu"and"your"relerlo the Named Insuredshown in the Oeclanlionsand ut[ter pennnsonirgnn'vntinnsqualdl4ingusa Namcd insured under(his comruct, The words"we.""us"and"our"rererio the Company providing his insurance. In uddition w Otc Named Insured other persons ororguninuiommay qualify us insureds Those persons or urganimionstmd the cundilionsunderwhich they quAiiy are identilied in the Who is An Insnrrd section of this contruci. Words and phrases that appear in[mid print have special mcunins endure defined in the IklinitiorL,section of this cunntct. Coverages Bodr7ylnjuryAndProperty subject wall nfthctermrundcnnJilinasnl'rhisinsumnccwcwilipay dumugcslhm the Insured OamageLiabilily heconicslegollyobligntcd it)pay by reason oflinhilky: Coverage imposed by low;or assumed in tin insuredcnatntet: for bodily Injury or properrydamugccoused by tin uccurreneeta which this coverage applies. This coverage applies only in such hadily Injury or properly dumnge thin occurs during the policy period. Damages,for hu illr Inj ury include damages claimed by it person or orgunimlion ditrcure or Toss or services resulting in tiny time from the bodily injury. Other than mi provided under the Investigation.UelrnseAnd Sculcmemsand Supplememtry Payments seciiun5 arthis conimcf.we hive no other obligation a liability lu tiny sums or perform nets or services under this iot crage. AdvertisinglnjuryAnd Subject to all urdie iermsand conditions orthis insuraince.we will pay darrages that the Insured PersonallnjuryUablBty becomes legally obligated m pay by reason of iiabidity: Coverage imposed by law;or tusumcd in an Insured contract; fix itdvertlsing inj ur•or personal injury to which this covcmy applies. This coverage applies only in such adverdsing Injury or personal injury caused by tin ollense than is first committed during We policy period. Other than its provided under the Investigation.UelenseAnd Sealemrnts and Supplementary Payments sections of this contract.we have no other obligation cr liability to pay stints or pertbrat nets or services under this cm eragr. uabstyinsurance Reference Copy Form 60.02-2WgRcv 4-01) Contract Pago 3 002 Coverages (continued) Medical Expenses Subject io all orthe terns and conditions orthis insurance,we will pry medical expenses fur Coverage bodily Injury caused by an accident to which this eutcrage applies: that take%place to premiscs rimed to or owned by you;or • in connection with your operlions: provided chntsuch: accidcnl occurs dnrinc lbc policy period. expenses are incurred and repuned to as within three(3)year%ar tine dale of the nceidenC and person who sustained such bodily injury submits to exnminat tan,at our expense,by pbys Marts ul'ourchoice isoiienasthe reasonably require. We wilt make these payments rcl}audlcss or Fault.. We hnvc no other obligaion at liability under Ibis cos cragc. Investigation, Defense SubjeclIllatlorlitetermsandconditionsol'ihisinsurance.wewillheveIherightanddwyto And Settlements do Nadi[lie Insu red agailim a su It,e%on i r.suchsil it is raise.limudulem,or ground les s. II'such a suit is bmughl,w e will pay reasonable attorney rces and nctcssnn•liligntiunexpcases to defend: the lnsurcik and irupplicable,the indemniuceor the insured provided the obli,aiun to deiind.ur ilre eusi or the dekinic of such indemninee has been assumed by such insured in an insured contract. Such unorney fees and litigntinn expenses a ill be paid us described it the Supplementary Povmcm; section of this cuntruct. We hue c no duty to defend any person or organiauinn against any cult seeking damages it)which this insurance does,not apply. We rally.nt our discreiiun.imcsiigateuny uccurrenectarot7lnscand;eidcnnycluimursult Our duty to defend any person or urlmnLztionende when we hnvc used up the applicable limit Or Insurance. Supplementary Subject Wall oh'lhe termsandconditiunsorthis insumnee.we will pay,with respect ton claim we Payments investigntearsenle.ura suit against aninsurudwedel'end: A. the expenses we incur. II. the cost of: I. trail bonds:or 2. lwnde required to: o. append judgments;or uaoialyinsurance Reference Copy Form 80-02-200(ZRev 4-01) Contract ➢age 4 of32 General Liability Supplementary h. releaseanachtnents. Payments but univ his bond amounts wilhin the available Limit Of Iesurance.We da nor lame hh (continued) forakh these bonds. C. rrowmrble expenses incurred by lite hisuredul our rcguc i fit rwisl its in the in%niigationor delense Ur such claim or.suit.including noisal loss of earnings up to b I IXIIt it day Ix-cause or time off from aork, ' 1), costs lased against lite insured in the suit.except tiny: 1, nnurniy Ives oriiligmiunexpenscs;or I, other 105.5.coil orexpense: ill connection tsilh any injunction ar other egtlilnhle reliel H. prejudgment interest mwrded agninsl the insured on that aan ofn judgment%ve pay.Ifive make Fin offer to pay the applicable Limit Of Imumnce,we Will Fiat tiny tiny prejudgment interest Irrsed on that period of time it lier the offer. I . inwmd an dW rullumotmt urn judgmmi tint occntal nnu•carry urihejud_meni and herum we ha%e paid,unerrd to pay or deposited in coun lite pail of the judgmcm that is within Cite applicable Limit Of I nuance. Supplementary puvments dues not include any line or other peruhy. These payments will not reduce the Limits Of Insurnnce. Our ohligalian to make these payments ends a hen we have used up the applicable Limit Of Insurance. Coverage Territory This.insurance nitpliesanywhefe.pro%idcdllic Insured'.sresponsibilhylo pay damages.to which this insumnceapplies.is delermined in a sultan site meritsbrouthl in the United States ol'Ameri%a Iincluding its possessionsmid lerriluries).Otmuln or Puerto Rico,or in a sealemeni to ithich%%e agree. Who Is An Insured Sole Proprietorships II'you are nn individuaLyoti and yourspouse are insarr:dc bur wu and)ourslwuse are insureds only Willi respect to the conduct urn husinessof which you are the sale on ner. II•you die: persons or urge nations ha%ing proper temporary custodytif your property are insurctk but they nre Insureds only a ith resthcct to the mniniennnce anhse orsueli prapMy Find only Ior ucis until your legal represemnth elm been appointed;and your legal represeniati%csare insureds:but they are insuredsonly with respect to their dot ies as canr legal represemitti%es.Such legal represemnri%•eswill assume your rights mid dutes under this insurance. Uab@ry Insurance Reference Copy Form 80-02-2000iRev 4-01) Contract Pago 5 or,72 Who Is An Insured (continued) PartnershipsOrJoint Ifyuunrenparinership(indUdingulimited liability punnership)oru joint venlum.you arc an Ventures (nsurcdYoirmcmbcn,yourpannrrs»ndlhcirspoueaureinsurcdcbulthey are: insumdvanh with respect tit the conduct oryourhusines;. ' LimltedLiabillty I ryou ate st limited liabililycompany.you are an insured Your merrhersand lheir.,piaasas are Companies insureds:but they arc insuredsonly with tespecl to the cunducl ur vuur businum.Your managers are insured.%but they are Insuredsonly w idi respect to iheirduties ns y our managers. Other Organizations Ifyoanrean organization(includingnprofissionalcoiporuion)olhcs than apannership.joinl venture or limited linhi lily company,you sire an Insured Your directors and officers are insureds; but they ore Insutedsunly with respcel to Ihcir duties its your directnn or ufficem Yuur stockholdersnnd theirspousesare insureds bui they are Insuredsonly with respect in their liability as yourslockholders. Employees Yourcmployuesareinsurcdshuttheyarehrsuredsonlyforuciswithinthexapeurlhcir cmplaymem by you or while periimoing duties rc laded tit the conduct al'your business, However,no employee is tin insured ror, A. hodlly Injury.ndrertlsinglnjuryorpersnnalinjun: I. tit you.to any aryourdirectars.manngen.members.n(ticersorpannentnhelheror not an employee)or tit any co employee whilesuch injured person i.either in the course of his or heremploymeni or a bile performingduties related to the conduct or your business; 2. to the brother,child.pnrenl.sister or spaneol'such injured person as ti coasequena urany injury described in subpar LrmphA.I.above:nr J, for which there is any uhlilmitionio share damages with or repay sumconcelse who mull pay dmmsigcs hccuuse ornny injury described in suhpamE;raphiiA,1,or A.2. above. With respect to bad(h'injury only,this limimtion does not apply its: you or to vonrdirectors.managers,members,officem panners or sapen isors ns insureds or your employem as insured%with resp&l to such damages caused by enrdio pulmonary resuschationor fiat nid sea icevadministeredhy such till employee or B. Property dllmngL to any propertyownud.occupied tar used by you or by 1111yorwor dirccton.managers,members,adficcrsurpamaers(svhetherernottin cmphtyeel or by tiny oryour empinyces. Tliv limitation does not apply to prup"W dumnge it,prcmiFe+w hilt rented in Nora or temporarily occupied by y ou wills pennissitrn of the owner. LiacO�rylnseraaw Reference Copy Pam e0-02-200gRo%4-01) Contain Page 6 of 32 General Liability Who Is An Insured !continued) Volunteers Persons who arruriunleoruorkersforvua:ueinsurcds;hilttheyareinsundionlyloracis%rilhin the scopeurtheir actin hicai r you and at%ourdocction. Real Estate Managers Persons(ulherthnnyouremployccs)ororganimlionsactingasyourreal estate managers are Insu refit but llwy are insureds only is ith mpco to their duties as your real estate managers. Permissive Users Of With respect to mobile cqulpmentregistemdin your mime under a motor t chicle rcgistrutianhne: Mobile Equipment A. Persons driy Ing such Lquipmant on n public road with your permission ure Insureds and )i. persons ororganiimiorc responsible ror the conduct orsuchpenonsdescrihedin subpamgraphA.above art insureds but they are Insureds only with respect to the operation of the equipment and Only Ifni,other insurance Orally kind is as nilablc to dam. Hawes er.no person or wl;nniralivn is an insured svitb respect to: bodily lnju n•lit tiny co employee arlhe person dri%ing tie equipment;or prnperty dmmagc to tiny property ow tied or occupied by or Immed or rented to voo.or in your charge or the charge Orthe employer orany person eho is an insured under th is prop ision. Vendors Penuav or or ganvationsaho tire vendom of your products ore Insureds:hilt hey are Insureds- only with respect to their liability Ibrdamages liurbudily Injury or proptrly dumoge resulting 1'rum the disiribuliunor sale of)our products in the rcgularcourse or their business and unly if this insunmce applies to the producl%—cumpleretbptrntiuns Imznrd. Howerer.no such rxrson OrtirEinizatian is tin insuredwith asrcel to nny: assumptiun or liabilky by them in a contract ur ngre rnaao This limimtiun dues not apply to the linhiliw titr dmm�gcs fur bodih'injury a properly rt diunage flan such%endor would have in the nhsenec orettch cnntrict ur uurccmcni: rcprescntation or.caramy unauthorized by you; physical or chemical change in your products made intentionally by the%endor repnckaLing.unless unpacked solely for the purpose or impection.demonstralionor wsting, or the substindiunorpar;tinder instruction fntm file manulitcbuernnd then repacked in the original container: . Ihihure tit make such inspeciinns.ndjavrmrnts.tests or servicing as the%endorbas agreed to make or normal ly undertakes to make in the used course or business in connection with lilt distribution or%life oryour products demonstration.installation.servicing of repair operations,except such operations perkirrted nl the cendor'spremises in connection uidi din side oryour prnducm or oryour products which.nlier distributionorsale by you.ten a been labeled Or relabeled or used as o container.ingredienl or part orally other-thing or subbstancc by or ror the vendor. llaboiryinsuranco Reference Copy Farm SO-112-20e(tRov 4-01) caatract Pago 7afa2 Who Is An Insured Vendors Funher.no perum or organisation from whurn you linve nequired your products or .am•container. (continued) ingredient or part crucrints into.accomIxinving or containing your produch,is an Insured tinder this provision. Lessors Of Equipment persons or urguninntiuns from wham you lease equipment are Insurrcdsc but they ore Insured%only wills respect it)the maintenance or use by,you ol'such equipment and only il'you are contractually nhlignied it)prat ide them wills such Insurance as is Molded by thus c tmmct. Hower er,no such person ororganiration It an Insured with respect In ony: damages arts Ingout oftheirste negligence:or ucntrrence that uccumorullense that is commi tied,ntier tile quip meat lease ends. Lessors Of Premises Pam Dus at orgn Mtn Was I'm in whom you lease premises ire Will redN ban they are Insureds only w ith respect to the uw nership,maintenance or Ilse ul•llmt part icularpun ol'such premises leased to you and only if you art:contractually obligated to provide them with such Insurance as is alibrtled by this contract. Hower cr,no such person ororgnninuion is an Insured with respect m any: damages arising out ol•their sale negligence: • accurren cc that occurs'.or ulknse this I is co mm itted.it Vier yu is cme to he-,I Icnant ill the premises,or structural ahcratiutl^new construction or demolition operation-periismxd by or on behalruf them, SubsidiaiyOrNewly II'thcreisno other insurance uvailuble^the rulhu%ingurganitationstdllqualiryas named insureds Acquired Or Formed Organizations nsubsidinryargatsiintionordu first named insurcdshuttnin lit Declarations oi'which,st Ilse beginning ol'the policy period and at the time ut'lost,such I inl named insured controls, either directly orindirocty,more than Iifly(5l))percent of the interests emitted to tare gcnernlly in the election or he gut eming body orsuch organiration;or a subsidiary orgaidntiun orthe first ruhmed brsu red shoun in de l)eckma ions that such first named insured acquires or forms during the policy period.if ru tile time orloss such first named insured controls,either dirccty or indirectly.more than fifty(50)percent orthe interests entitled to tole generally in the election at'rhe govern ng Purdy or such organismion_ LimilationsOn Who isAn A, Except to the exlenlpmeided tinder tile 5uhsidinrvOrNewly Acquired OrFormed insured Organizations prof isionahoee^no person or nrNnni/nlionis uninsured with respect to the conduct uram,penvilor tugsmirnliontluU is not shown its a named Insured in the Declarations, 11, No lheium arorgimi)tttion is un insured with i espect In the: I. ownership.maintenance or use of tiny assets.,or 2. conduct otiony,person or orgimiraflon%hose assets.bus ness or organization: uaalkry rnsuranca Reference Copy Form 60-02-200gRcv 4-01) Contracl Page 8 of 32 General Liability Who Is An Insured LlmitationsOnWholSAn you ocquim.cilbtrdircolyorindirtedy.forimy: Insured bodily injury or property dmmnge that occurred:rr (continued) • udycrtisingiojaryorpersonul Injury nrisingoulofnnolltriscIirslcommiut&. in whole or in pan,beliire yau,directly or indirectly,squired such nsscts.business or urganinnion. Limits Of Insurance The Limits Of hnsunmershown in the Declnrationsand the rulesbelow I'm the most we a ill pap. regirdless urihc numhentra Insuredti claims made or suits brought:or persons or organizations making claims or bringingsuits. The LimilsOf insurance apply separately to each cuns=ik eannual period and ul uny unnaining period orlcss than m•eH•rt l?)monlhs,sbiningw ilh die beginning of the Policy period Amin in The Declarations,unle„The policy period is extended after issuance far nn additionui period or less than mrlae(12)monlhs.In that cnsc,the oddilinnnl ptriuJ n i11 he decna:d pan of the fail preceding pernd fiir purposesofdeicrmining the Limits Orinsmunce. GeneralAggregateLimit Subject to Limit is lilt moat ii a will pay for lilt son oti damages flit bodily injury and prapertydamuge,except damages included in the products—cumpletetbperatiunslunnrd:and medientexpenscs Products—Completed Subject to the Each Occurrence Limit.the products CnntpleteJ7pemtibnsAgcregme Limit is the OperadonsAggregate most we will pay ranhe sum of damages lurbodiiy injury and property dmnnge included in the Limit pnrducls—cnmph•tcdiperallunshaznrd. Adveit)singtnjuryA:ld' The Advertising injury And personal injury Aggregate Limit is the most)re will pity lint the sum of PersonallnjuryAggregate damages roradverlisinginjury and personal injury, Limit Each OccurrenceLimit The Each Oceurrenec Limit is file mast we will pity ibrihe sum or. damages flit budlly injury and property danmge:and medicalexpenscs _ arising our many line occurrence. Any amount paid lur damages or medical expenses will reduce die amount of the applicable aggregate limit available lmany utter Payment, f+aamry msaraaco Reference Copy Form e0-02-200((Rev.4-01) Contras Page 9 of 32 Limits Of Insurance Each OccutrenceLimit h'the npplicnblenggntnte limit has 11M reduced iu an antaunt that ii less than the Fnch (eantinuod) Occu renee Lintii.Ihe remniningnmonnf afsuchaggregalelimil i1 di}must that will lee nwaihabhe frtrany other payment. Damage To Premises Subject to the Each(hcutteace Limit,the rlamage Ta Premises Rented To You Limit is the must RantedTo You Limit we will pay Ibribe sum ordarmtgeslitrliropenydaangeto any unepremiseswhile rented iuyou or temporarily occupied by you will'permission order oft ner. MediealExpensesUmii Subject in the Fspure cs Limit is the most ewe will pay far the sum ormedlcnl ctpensm under ltledicni Expenses eat enge,for bodily input'sustained by any one person. Bodily Injury/Property None orille following cxi lusimlc,except"Contracts"."Expected Or Intended Injury"and"Lass In Damage Exetuslons progress apply to property damngc to premixes while rented to you or temimrority wcupicd by you with permissionor the owner. Aircraft,Autos Or This insurtncedon not apply to bodily Injury orpropertydamugeirising ran oftheownership. Watercraft maintenance.use(usa includes operatiun and lauding orunlundiariorentmsimcn it)mlarsor any: nitemll; auto;ar walercmll; owned or opemtcd by or loaned or rented to uny insured This exclusiun does nut apply to: A. a watercmll while ashore on premistsowned by or rented in you; F. it w:uercrdl you do not own,provided that it: I. is less than tiny fiwr(55)I'eo lung:and - 2. dues nut transport persons or cargo fir a charge; C. the pad;ing nfan auto on premises owned by or rented to you.prat ided ibe auto is not owned by or loaned ur rented lu cutt er the insurett I). the liability fordamrtgesossumedinan Insured contract resulting fmm the awntrship• maintenance or use.by others,oran airrrtil or twntertni(l. It thenperationuflhacyuipmcntdcscrihcJinsibpnmgntphsF?.arl3:ot'dtcJufiniiinnof atabilc equ Ipment or F. on aircraft you do nut own,prot•idedlhat: 1, (lie pitolincommnndlwldsucurtemlyeffectitecenilicate,issuedbv(heduiv constitwed nuthoritw al'thte Unite)Stales ufAmeriat ur Gmadn.Jesigntiting that person as cnmmeteial or airline imniport piles: IlaWHfylnsuranco Reference Copy Form 80-02-200gRcV.d-Or) cantmet Page 10 of 32 General Liability Bodily injury/Property Damage Exclusions Aircraft,Autos Or ?, it is rentedwithutmined.pnidurew;and WatercraftJ. it does noumnsponpersonsorcargo turn charge (continued) AleoholicBeverageType This Insurance does not apply to budil).injury or prupertydninuge Jar which tiny insured may he Businesses held liable hyrensunol' causing or contributing to the intoxication urany person; famishing alcoholic heveragcs to it person under.the legal drinking age or under the influence urulcohol;or nny saauie.ordinanceor regulation relating to the sale,gift,disiributiunor use oralcoholic beverages. This axdnsion applies only iryou are in the business ol'mnnufnnuring distrihuting.selline.san mg or liamishinealculaulichtcernges. Contracts This insurance does nut apply to budily injury or property damage for"hich do:insurul is oblieated to pay damages by reason orassumption or linhilily in i conimcl or ngreemcnt. This exclusion does not apply in the liability ter damages: that such Insured would have in'lie absence orsucit cunnact or agreemeni:or assumed in an oral or written contract orogreemeni that is:m insured contract,provided the lmdilc Injury or property damage in w hic6 this insurarce applies,ocean nl5er the execut ion of such contract or agreement. Damage To Alienated This insurance dues not apply topropumdumngeterrmypremisesyousell.ghcasruyornbnndon. Premises ir the prupertydamugenriscsnutoranypartor those premises. This exclusion dues not apply WIN premises ore your work and ss crc ncv cr occupied.rented or held Im rental by vuu. DamageTo Impaired This insurance does not apply to property dumageto: Pmp ert yOr PropertyNo t Physicailylnjursd Impaired property.or propery dnti has not heen p11ysicnlly injured; adsingrna ornny: defect,de liciency,inadequacy or dangerms condition in your product or your vrark:or Wb,Vy Insurance Reference Copy Farm Ha-OZ-2�CrRay.4-7rJ Caatmcr Page If of 32 Sodlly injured/Property Damage Exclusions Damage To Impaired delay or failure by you or anyone acting an yuuncchalf to p-i-Amn a contract ur agreement in PmpertyOrPropertyMot accordance with its temtsand conditions. Physicallylnjured Thisexclusiun does,not n lymthelumoftaeohnhertan thle r pp E polxnyrnultingl'rttmsuddenand (continued) accidental physical injury to your product ur you r w•urk aner it has been put o its intended use. . Damage To Owned This insumnce does not apply in property dumalelo tiny propertyo:vned by you. Property Damage To Various This insurnncednes not apply to property damgetotiny., Property O/Others(Care, personal property Waited or rooted toyou: Control Or Custody) property held by you or tin your hcho lrior sale or entrusted to yuu for sarclimping or storage; property on your premises for purposes of perfmmingopermiom om such property by you or on your behalf. tools or equipment used by you or on your hehnlrin perl'urmia;opernt ions:or property in your cure,control or custody that wi ll he erecled.installed or used in cunstructioa upenations by you or tin your hehnlG This exclusion dues not apply to the linhi lily kir damages assumed in a sidetrack ogrennent. DamageToYourProduct ThkinsunmcedocsnnlupplytopntperlydamugctuynarpruducPsrisingowol'ituranypnntit' it. Damage To Your Work This insurance does not apply to property damage in your wurkarisingout of it or any pan of it and included in the pruducts—cumpletedhpern lions hward.' This exclusion does not apply if the damaged work or the work causing the damage wars performed! on yourbehalfhy a suhcuntmclor. Employer'sUability A. This insumnce does not apply to budily injury to an employee oldie inured arising out of and in the courseor• 1• employment by the insured.or 1• perrormingJulies related to the conduct or the insured'shusincss H, This insurance does nut apply tobudilylajunw the brother,Lhild,parer,sisicrorspouse ofsuch employcens n comequence nPnny injury descrihedin pamgmph A.nboa C. Thisexclusion applies: whetlter the Insured may he lhtble as an employerur in any nt her capacity;and lu any obligation to slmre damage.with or repay sumeune else who must pay damage., hernuse ornny injury described in paragraphs A,or H.nhos e. uawjty insurace Reference Copy Form 80-02-200gRev•1-01 CConfmcf Page 12 of,72 General Liability Bodily Injured/Property Damage Exclusions Employer'sUability This exclusion dues not apply la the liability rord:tmuges assumed by dte insured in on insured (continued) contrtct. ExpectedOrintend9d Thisinsumnceduesnuiupplytobudliyinjun'orprupertydnmagL-arisingoutaranactlhat: Injury ' is intendcJ by the Insured;nr would he expected from the standpolm urn mnsnnahle person in the cirnumstmuces of due insured; tocausehudllyinjun or property damage even irtheactual bodily injury orpropertydamage is oru dibferun de);uee or type Ihun intendW or expected. This exclusion does not apply to bodily Injury orproperty damuLK resulting rmm the use or remonuble force to protect persons or inngible property. LOSS In Pmgress This insurance does nut apply to bodily Injury or property damage that is a change,continuation or resumpi ioaoruny hodH;•injury or property damage known by you,prior to the hcginniog of the policy period.to hnve occurred. Bodily Injury or property damage will be deemed to he known by you: A. irsuch injury or damage is known by.orshoudd lurye been known from dte sautdpointura reasonable person in the circmnstances a1R 1. you: 2. any ofy'ourdimctun,manngeamembers.officers(orrheirdenignees)orpartners inlietherornot tin empluyce);and B. when any person described in paragraph A.above: I, reports all,or any pan.oranysuch injury or damage to us or tiny tNlter insurer, 2. reccivLsuclaimOrademandfordumugesheensenfnnysuchinjuryordamage;or 3. becomes mvure that unv such injury or damage his occurred or has b run to occur, Mobile Equipment This insurance does not apply to had fly injuryorpraperrydanmgemising out ol'the Transportation tmngportolionormubilcailulpmenIbytinItumownedoroperucdhyorloanedorranedtunny Insured uatilly Insurance Reference Copy Form ee-02-20oQRev 4-07) Contract Page 13 of32 ;- U, Advertising Injury/Personal injury Exclusions Breech Of Contract 71lis insurance does'not apply to advertising Injury orpersonalfrijur) arising oul orbreach of eutarut. ContinuingOflenses This insurance does not npph•nradvertiung injury-orpersnnnl injury that arises alit ol•Ihalpart al'an o0ense that continues or resumes aller the filter of the end urthe policy period of: A. Ilk insurance:or H; a sult.ieclueni.continuous renewal tic replacement ol'ib is insurance.that: I. is issued to you by its or by an unitiata ornun; '_. remains in force while the olknseconlinues:and 3. nooldotherwiseapplyto advertising Injury and personal Injury. Contracts This in-sunince doc%not apply to advertising Injury or personal Injury Ric which the Insured is ahligated to pay damages by reason oftnsumpt ion orliabilhy in it contrncl onhgreement. This exclusion does not apply to the linbi lily for dnrmtges: Lot such insure)wool)hate in dm nhsence ul'snch cnntmct rr ngrcemenl;or wisnmed in a writlen contnlct or agreement hat Ism Insured contract provided the adverlislnl;injury or persunul Injury.to which ibis insurance applies.is caused by on oleic firs commillcd oiler the etreution or such contract or agreement. Crime Or Fraud This insurance doe,mut apply to adi erlisinginjury or ilmsonal Injury arising out ofany criminal or t'nmdulcia conduct committed by or with the consent or knowledge or the insured ExpectedOrIntended This Insurance does not apply to advertising Injury or persinuil Injury arising out oran oMnsc, Injury committed by or on hchnlforlhc Insured that: is intended by such insured:or • would heeapeciedl'mmlhestmhdpuintorwrcasounblepersunnlitecircumslmtcesofsuch Insured; to cause injury. Failure To Conform To Tlihs insurance does not apply it)nilverlisinginjury or personal Injury arising out orilit:failure of RepresentationsOr gmxls.pntdnctsur,cryiccsloeonlbrnmilh tiny electnntic,oral.writanor tither represemaliunur Warranties wanamyardurabilitytimess.performnnce.yualityoru%c. - InternetActivities This insurance does not upplytoadvcrlisinginjuryor personal Injury arising out or, • cuntrulling.creating..designingortic%eloping oranoibees Internet site; liabihly lnsaranco Reference Copy Film 90-02-200trRev.4-07d contract Page 14 of 32 General Liability Advertising Injury/Personal Injury Exclusions lnlemetActivities controlling,creating.designing.del t1uping.detcrinining ur pro%iding lilt content or material (continued) urnnodic sIntemetsilo: contmlling,theilitw ing or pmt iding,or('ailing to control.°aciEitnle or provide.users to the Internet orruxnlier s Intemet site;or publication orcontent or material on or from the lmemei,otherihnn material dencloped by you or at yourdircwiiun. Media Type Businesses This insurance doc�not apply to advertising Injury or penunnlinjur) arising out ofon olTensr committed by or on behall'nfnn insured whosehasiness is ndce using,hrandcasting.cnhlecasting, publishing,lelecasting ar telemarketing. This caclwiou doss not apply in pcnonnt injury caused by no ullcirac dcacribcd in sulrpar,uraplu A.,H,or C rinhe definition of personal injury. Prior Offenses This insurance Joes not nliplytoadvertlsinglnjuryorpenonnlinjun•nrieing out oforlyolleme first committed befure the beginning urthe policy period, PublicationsWlth This insurancedoes not vitilly,to adwrlising Injury or penonullujuryarisingy out orally KnowledgeOf Falsity electronic.anal.nwriuen or tuherpnhlicntion of content or mnierial by or with the consent of the Insured: with knmvledgeuriis lidsiiv;or it n reasonable person in the circumstances or such insured would have known such content or material in he IiIISe. WrongAeseription This insurance dues not.apply to advertising injury or persunalinjurY nrising our ofnay wr6ng Of Prices descriptiunor the price orgoad:..products orscrviccs. Medical Expenses Exclusions AthleticActivilies Thisinsurancedoesnotapplytomedicalexpensesarisingoutofbodilylnjurytotinypersun injured while asking pan in athletics. Injury To Insureds This insurmcedueanmappiytomcdicdexpcnsesorisingouiufahudily injury toinylnsuml. eseepl n solonteerworker, uaeuityinsurance Reference Copy Fam 80-02-200 ZRm 4-01) Contract Page r8 of 32 Medical Expenses Exclusions (continued) NuclearEnergy Thk insurance does not upply in medical expenses nrisingout of bodily Injun•in guy wny related to ate: nuclear ltavnrdnus properties ol'oucfuar nmicriak and opemlim of n nuetcur fnclilly by any person or nrgnniml ion,. Products-Completed This insurance does not apply bt medicalecpenses nrisingout or bodily Injury included in ilia OperafionSHazard products—cutnplMcdtperatiunslmzurd Workers'Compensalloa This insurincedues not upply[to niLdicalexpensus arising out of bodily injurylouny lic"a. OJSimilarl.aws whether or not an Lintpickyevorany insured irlienellis for such bodiky injuny are pny'nbie or must be provided tinder any tvorkm'compensatinn,disnbilitvheneritsar uneirploymentcompensalion luty or any similarlme. Policy Exclusions Asbestos A. This insurance dues out apply to buddy injari•,property damage.ads urtisinginjun or personal Injury nrising not of the actual,alleged or threalenedconlomimilit a,palhogenic, toxic or other hnmrdous pmpenie;of nsbestus B. This insunmce does not apply to any loss,cuslor expense arisilg out orany: I, requesi.demand.order or regulatory orsratutury requirement that tiny tnsuredor Mims test liar.munitnr.clean up,remora,contain,trent.delosilYornautmlire.ar in any tray respond to,or assess the effects of ust estas or 2. chtimorproceedinghyoronbehalforagutammeninitaalturilyorotherslardimages because of testing tar,monitoring.cleaning up,remor ine,containing,treating. detoxifying orncutraliring ur in tiny luny responding to.or assessing the elfacls of nshustur, Employment-Related A. This insurance does not apply loany driningeNskewinediii tiny time by tiny person.uhether Practices or not susminedin thecourse orempioymem liy Any insured wising out ornny employment ralawdicl,omisiion.policy:prudicc or mproctuationdirucird tit such person. occurring in whole or in part at any time,including any. 1. irest.detention or imprisonment: 2. branch ornny"pressor implied cut count; 3, coercion.crilicism.humilintion,prosecution or rent linticn; d. delbmalionordisparagement; 5, demotion,discipline.c%uluationorreassignment; 6. discrimination.harassment orsegregntian; UsMtuy fnxorgnca Reference Copy Farm 80-02-2000IRov 4-01) Con0racf Pogc 16 of 32 General Liability Policy Exclusions Employment—Retaied 7, n. etictiun;ur Practices h. im nsian or mhen inlntiun orany right ofr cwporxy; (continued) K. Ihilure ur refirsul m:xlwncr,cvmpensalr,employ ur promunr; q. imnsionorotlierviolntionorngv right orprivicyorpublicity, 10, ierminalionul'cmpltivmcnCor II, mherempluymemrelmedtct.untission,policy.practice.represemmimuurrelatiunsbip in connection a•iih nnv insured nl anytime. H. Thisinsurancedimnainpplyio any dmmngessuslainedatnnp time bydmhroilimchild. parent.sis[eror spuusrol'such person rat whom any empicytnent relmethd,omission. policy.praci ice orrepresemntionis directed.usdescribed npamgraphA.nbme,nsn consequencethereor. '1 his cxcluuiun npplicat • uheiherihelnsuredmnyheliahlensnnrmployercrinaryothermpacit.;rand • munyahligntinntoslutrcdmm�geso•iiharrdnrysameonrckenliamustpnydmm�ea because orany ol'the lbreguing. Enhancement, This insurance does not apply sonny Ins%.cast or expense incurred by you or others larnny: p Expenses tenanceOrPrevention Ex A cnh rm anceumntornminienaeul"ua m ypperty;or Expe H. prevention of nny injury or divined to any: 1. penonororganizatiun:ur 2. property you mvn.rem or uccupy. IntellectualPropertyl-atas Th is insurance does nut apply to tiny no ual or al leged bodily inju ry.prop a rly durringe. Or Rights advertising injurvarpersu nut injun•arising Pat ol.giving rise toorinanyµnyrelatedtoany actual or alleged: nssenian;or infringumem or violation: by any person or arganiration(including nnv Imes red)ol';a v Intellectual property Inry or right. regardless orn'hether[his insurance would uthcrvise apply to all or pan orany such ncnral or nllegcd injury or thmtnge in tie absence al'nny such net tint or alleged nsseninn,ini'ringement or t mint ion. This exclusiun applies,nnicss such injury: is cnused by an ullensedehcribed in the deiinitiunol'adveaisinginjnn;and does tun arise oul or,give rise to or in any uny relate to my actual or alleged assertionr, inliingememor violmion ol'any intellectual property Ian'or right,other than one described in the deriniliunnritd%ertisinginjun•. WOily lnsuranca Reference Copy Farm 80-02-200gReo-4-01t Contract Page 170l32 1� �I Policy Exclusions (continued) NuclearEnergy A. This insurance due.i ran apply to bodily injury.nuclear propt rev damage,advertising Injury or persumtl injury: I. with respect to which nny insured under this policy also lots status as tin insured tinder n nuclear energy liability policy issued by Nuclear hhere Liability Insurance Association.%lutual Atomic i:nergy Liability Undcnt ritcrs.Nuclear Insurance Associnlion of Canoda or any ol'Aicir saccesx+rs.ar world but o had status ns tin insured under any such policy but for its termination opm exhaustion orits limit or insurance.or 2. nrisingoutorlhenuclearhasnrthmspruptrtitsolltueienrmaterialandwith respect to which: n. any person or organization is required to maintain linanciol protection pursuant to the United States ol'Amerien Atomic Fnergy Act of 1954.or any Inw amendatory thereof,.or b. the insured ia,or had thin policy not been is:rued would be,entitled to indemnity from the United States of America.or my agencythen:ar.under any ngieement entered into by the United Slatsy ofAncrica.or any agency thereof. with any person or orgardmilon. II. This Insurance dots not apply to had iky injury.nuclear proptirly damage,advertising inj ury or personal injury arising out of the nuclear hnntrdutis properties of nuclear material: I. ifthe nuclear material: a. is at any nuclear racillty owned by.oropemtedbyoronhehalfor.any insured: h.. has been discharged or dispersed therefrom:or e. isconuti nod inoucloorspent fuel or nuclear waste tnunyIimetranepnned. br ndlcd,stated.d islimed or.processed,Ireala p)ssem edor used f+y or on behalf ttl'n ty insured or 2. in tiny wa'vMalcdto[he rumishingby tiny Iusurtdul'services,materluls.Pans of equipment in connection with the pinnn ing.construct ior,maimenn ace.operation or use shiny n Helen r Not lity.Hitt il'such fitcibw is located within the United Slates of America,.including its possessions or Ierrhariec)or Unadn.this subparagraph 2. applies only to nuclear properly damn go to such Intel car 6teillty and any property Ihertat. Poliulion A. This insurance does not up ply tobadlly'injury,property damage,ndvcrtisinginj or) nr personal InJary nrisingout at*lhe act ta1.alleged or ihreataned discharge.dispersal.Seepage. migration,release or escape or poll ulanm I. at or from lmy premises.sit eor location wit cllis or was at any time owned ter occupied by.or Ion nod or rented to.may insured 2. aI or from any prcmises,site or location which is or misat tiny time used be or fur tiny insu red or at hers Wr the handling,storage,disposal,processingor ireatmem of waste; uaetMy Insurance Reference Copy Feria 00=02-2000(Ray.4-01) Contract Page r0 of 32 f y l I General Liability Policy Exclusions Pollution J. wbiehnmunrercatrmytimelmnspuned,lnndl�tl.storrd,Jispueedof,pnnesseJar (continued) trended ne wrote by ur litany: u. Insured;or - h, penonor organization far shom any Insured may be legally respunsiblc:or 4. aturliornunyprcmises•sileorlocutiononwhicbnnyinsuredurnnycontracluror subconlmctorworking directly or indirectyon any insured'sbelutfis performing operions,il'the: a. pollutanisare brought an or to lite premises.site or location in connection%%lilt such apemtions by such insured cuntractoror subcuntmcurr.or b, operntioasnreto test for.monitor,clean tip,remase,conmin,irenr.deroxifvor neubnlize,or in any way respond ta.or asscse the eficcts of pollutants Subparagraph A.4.a.above dons not apply to bodily injury or property damugecaused by tile escape uC Gels.lubricants ormheroperating(holds which arc needed toperibrmlilt numml electrical,hydraulic or mechanical lunctions neccsury for the operurian of mobile equipment or its pans,il'such operating fluids escape dirwily from that panicularpon ul' such muhile equipment tksigncdbv its mnnutbeturerm hold,slum or receive them.But,this exception does not apply ii'such bodily injury or property damnbe arises cut ol'any discharge.dispersnl.seepage.migmtiun,release or escapeorpollutunh that: • was intended by the insured; would have been expected lion the mandpuind ol'u reasmmhle pcntn in the circumsrnncesofrhe insured: was n neccssnn•pan of operations performed by ung insured cuntracturor subcontractor or occurred during life processaf fatting tile mnhite equipment or changing or mplenishinguny operating fluid. Subparagraph A,4.a.nbut c dues not apply to budily injury or property damage il'bastained wilhin a huilding and caused by the release of gaseaac irritants or contami rants from materials brought into that building,in connection with the operations being performed by you orun your hchalfhy the contractoror subcontractor. Subparnernplh A.t,those does not apply to bodily injury it'sustained within a building and caused by the escape orgaseous irritanisur contaminants from equipment used to heat That building. SuhpamgraphsA.l,and A.4.a.abate do not apply to bodily injury or property damage. cluscd by hoot.smoke or Cumes from u ituslile fire. B. This insurance does not apply to any loss.cost or espeme arisingout ul'onyi 1. requea.denrnnd.orJeror regulatory or.mtuturvrequimmeatthat any lusumdor others imi lit,monitor,clean up.remove,contain.treat,detoxify or neurmlive,ur in any way rrspnnJ tn.or asses..the eltrds oC putlumnts or Whielyinsumnce Reference Copy Fear 80-02-200(iRav 4-01) Contract Page 19 a/72 Po icy Exclusions Pollution ? claimurpruceedingbyoronhchulfal•:rgo+emmenndauthorityarothersrardtnnages [continued) because of IcAing lbr.moniloring.cleaning up.R'Inalfig•Ca111nl Ring lrenling. detoxifying or neutmliAng.nr in tiny way responding la.or messing the effects of pollulanl� Pangmph H.aho+a does rwl nppf}•to the linhi lity ti+r dmmign,liir pruperiy damage,toll ]he insured would luive in the nhaentre ol'such request,demurd.order or regulatory or statutory requirement.or such c]nimor proceeding byor tin hchulforngotemin -al authority. This exclu;ian does not apply in the linbilily for damngas,far property diimagL to premists tthile rented in volt or temporarily occupied by yeti a idt pemtissionorlhe nn net and caused by n hns6le tire explosion.smoke ur tcalatge from fim pmtccnixc cguipmcnn. This exclusion npplies regardfeesol'a hciheror nut the pullutiun was tccidentul.expected,gmdunl, imendcd,prevennahleorsudden. Recall Of Products,Work This insurance doer not apply to any damnees chtimed lbrony tom,cost or expense incuned ttv too OrlmpairedProperty ortulicts for the loss of use.withdratml.rccull,inspection.repair,rcplaccmcn6udjustmem. ramnwn!or disposal u!i yourpraduct your work:or , Impaired property: il'such pr0duct,work or property is wididraen or rceadled than lite curia or rmm use by nnw persun or organiiytion because of a known or suspected defect.deficiency.inadequacy or dangerouscon lhion is it. Workers'Compensatlo:i This insurance does not apply it)anyohiigntianorihc Insured under myworkers'compensution. Orsimilarl.aws disnhilityhenefitsunmempiuymentrumpenc�tionlnwortnysimil:vknv. Conditions Arbitration Wenrecntidedtoexerciseallofthclnsured'srightsinthechoiceofarbitrrtorsandintheconduct orany urbivalionprtcceding,except when the proceeding is between tts and file insured Bankruptcy Hankmplcynrinsolcencyardminsnredoro!'Iheinsurecrsesmteailinntrelietcusnl'onr ohligntionsunder this insurance. Uab Aty Insurance Reference Copy Form 80-02-200gRcv 4-01) contract Pago 20 of 32 A General Liabillty Conditions (continued) DisclosuresAnd We have issued this insurance, Representations • bored upon rcpresemniinnsyou made w us;and in reliance upon your representation, Unintentional(1hihnv ornn unplug ce ullhe insured to discloser hnmrd or udder maletinl inlormalion will nut violate This condition.unless an officer dw'hrtlur or not an cmplu}re)of any insu red or tin utricer's designee knows about such hnmrd or utlu materhd in li,munion Duties in the Event Of A. You mmi see to it[hut we and any otherinsurcrs are notiredas soon as practicable of any Occurrenee,Oftense, Occurrence or ollinise thin rally ne'sIdl in it On im.if the claim may inwlx e its ursuch other Claim Or suit insurersjo the extent poWlile,notice should include: . I. Itmv,when and where the occurrence or oll'eme happened: 2. the names nnd nddressesol'any injured persons and w•itnesses,and 3, tile nature and location orally injury or damage mijing out ul'ihe occurrence or ulTense, H. Ira claim is[nude or sult is brought rigninst any Insured iuu mnsC 1. immediaielyrecmd the specifics ollhe claim orsull and the date receised: 2. notify its and oilierinsuremassoon e,practicable::nd 3. see to it thin we receive w•rinen native orthe claim arsuit as won as practicable. C. )'no and nay other involved insured must: 1. immedimelysendtL;Lupiesul'nnydunands.n(iticer,summnnsestir.legalpapers received in connccliun with the claim or suit: 2. authorize its to obtain rccurlvmd other infixmmian: 3. cooperate with us and tither insures in the: a. investigniiunor settlement ol'the claim;or h. dercnsc against the suit:and 4. assist as.upon our request,in the enrun:emem oranyrighn against any person or orgnmimiion dull may he liable to the insured he causeofiuss It,w$ich this insurance may also apply. U. No insureds will.except at that Insured'suw'n cost,muke tiny payment,assume any oblivation or incur any expense,other than tar first aid,without our consent. F:, Notice gi ven by or oil behalf or. I. live Insured; 2. the injured person:ur 3. anyadterclaimum: Io a licensedagent ofours with pnniculan suflicienr to ithwily the insured shall be deemed notice m its, Idabi'Gly Insurance Reference Copy Form W-a2-20WRev 4-91) Contract Page 21 of 32 � L�f ond7Hans Duties In The Event Of F. Knowledgeofan&c urrcnceoralTenselwunagemoremployeeollheinsureduit]not Occurrence,Offense, convtimfe knowledge by the insured.anlcssan uCBcer f x helher or Italian emptu)Le)ofamy Claim Or Suit insured or on Nicer sdesignee knows nhmasuch uecurrenct or oticnre. (continued) G, Failure oran agent Or employee orthe insured other than tin t Mcer(whelfier or not an empiuyee)of any insured or an uCfimr sdcsi�mec,to nofify us Oren occurrence or Oflemc that such person knows about tt i II out nliict the insurance afforded to you, H. I ra claim or loss(Ines not rea.«mnhly appear to im olve f his insurance•Mal it later del elop+ Into it claim or loss to which Ibis insurance applies,the tuilmr to report it to us tt ill ran violate this condition,prat idled lite Insured givus its Immediate notice Its soon as the Insured is anarc that this insurance may apple to such claim or loss. LegalAction Age instUs No person ororganitationhasa right tinder thib insurance to: join it;its n party ornahenvisehring as into a sell seeking damiges Wm an Insured;or site its an this insurance anlesi all orihe terns and conditions crihix insurance hm a been lidly complied with. A person or organirnlion may site its to reeot eron an agreed settlement or On a f intd iudgmeni oguinst ran insured obtained ulcer tin neiwd: Idol in n cii it proceeding;or arbitration or other ohematit a dispute resolutionproceeding: but we will not be liable li+rdlurmgts that art-not laivahle under the terms and conditions urthiy iasltranceof that are in excess of the applicable Limits Orinsurance. OtherInsurance Irialier%alid and collectible insurance is available to lite insured for loss we%wuld ollienvise cover anderthis insurance.our Obligations are limited as follows. Primary Insurance This insurance is primary execpl wvhen the Excess Insurance provision described below applies. I rthis insurance is primary.our obligations are not affected unless any oC the other insurance is also primury.Tlwn.w e will shore with all that other Insurance by the melf oil described in the Method or Sharing provision described below. Excess Insurance This insurance is excess avernny other insurance,tthef her primary.excess.contingent or on any at her bmis: A. that is Fire.ExtendedCovente,Builder'sRisk.Installation[tickor similar insurance Cur your work: - B. Ilia,is insuraawe that applies to property damnge to prami;esrated it)you or winpomrily occupied by you with permission or the ova acr, C. iflite loss afises till,ornircrn4malus(it wnlerenri(10 heexlenl riot subject tit the Aircraft, Antos Or Watercraft exclusion): UaaA9yfnsatanco Reference Copy Form 80-02-200gRev.4-0r) con?Mcf Page 22 of 32 General Liability Conditions Otherinsurance D. that is insurance: (eontinuadj I. prot idedlo you by any person or orpnimitionwo6ing under contract oragrCcinont for you:or ? under which you are included its tin insured;or F, that is insurance tinder tiny Property section ofihis policy. When this insurance is escess.Ave will have no duty it)defend Ate insured against any suit f rany other in:urerhas it duty to defend such Insured ugiiinsl such suit lrnu alher insurcrdrfends,wr will undertake to do No.huh we will he entitled to the insured'srights against till those other insurers. When this insurance is excess uvcr other insurance,we will pay only our share of the amourl of has.ifuny,that escccds the sum orlbe toml: • nmoum Auu nl!other insumnce would pry lur Iosz in the ansenee aphis insumnco;and • ofall deductible nnd;ielf insuredimountsunderallother insurance. We will shade the remaining hiss,irony.with any other insumnce that is nut described in this Fxcess Insurance provisionand was not negol imed specilicnlly to apply in excess orthe LimilsOr insuranceshow•n in the l)eclurationsof1his insurance. Method cfSharing 11'nll ofthe alherinsumncepennitscantrii)ulionby equal shnres.we will follow this methodalso. Under this method each insorer euntrihutre equal amounts until it has paid its applicable limits of insurance or none orihe Ioss remains.whichesercomes first. Worry of thr other Insurance does nal permit contribution by equal shares,we will contribute by limits,Under this method.encia insurer share is hitxd on the mdo of ils applicable limits of insurance to[lit:total upplicable limits of ineunmec oral)insurers. PremiumAudit We will cuntputenll premiums fi)r this insurance in accordance wish our rules and rates. In accordance with the FstimutedPremiumssn itmor(he Premium Summary.premiums shown wh1i tin asteruk l`)are eminviled premiumsund tire subject to audit. In addition to or in lieu ofsuch desigmmion in the Promitim Stimmnry.premiurn.may he desihnined as estimated premiumselsetvhere in this palicy,in that case.these premiums wilt nisu he subject to nudit,and die second paragraph of the Eslitraled Premiums section of*Ate Premium summon'a ill apply. Separation0llnsureds ExceptwilhrespecnoilieLimiislll'Insurmiee,nndnnyrightsnnlutiesspeeilirnliyussigneJinthis insumaec to the I irst named insured this insurnnceapplies: in Wendt nuturd Insured wrie the only faunal hasurnat aid separritelc to each lusurcd ognimsl whom claim is mode or suit is brought. Liability Insurance Reference Copy Farm 60-02-20a4Ree 4-011 convaei Page 23 of Condetfons (continued) TransferOrWaiverOf Wew ill waive the righlorrccuccryu'ewuuldolltrnvisehiischaJagaiasumudicrpctsonor Righis Of Recovery organic.lion.ror loss low•hichthisinsumnce applies.prosiJcd the innirvi has unSud their rights AgainstOthers orrenoi cry ngainsisudtpm.onor organization ina caramel oragmatenri bar iscrccuted lit rum such loss. To the extent that the insureJ'sriglns to recoaertill or pan ol'nny paytn ail made tinder this insurance have not been%mired.those righis are tntnsl'emtiltu its.Tle Irmurcd mint do nothing oiler loss to impairthem.At oar request.the insu red will bring cult cc i runs rer diuse tights in us an help us eniatcethetn. This condition does not apply to medical es pi:uses Llabilily insurancu Reference Copy Farm 80-02-200gRcv.4-e7) Conlmd Page 24 0!32 r � ' General Liability Definitions WHEN USED WITH RESPECTTO MSURA\CEUNDERTHISCON'i•RACT.IVORDS AND PHRASES'1'11NI',\PI'EAR IN HOLD PRI\'rIIAVE-riIESPECIAL\IEAVI\US DESCRIHEDHELO Advertisement Atli ertlsemenlmeanannef"crane,oral.%vishienurngtanalice,nhout oc>,1s,pmJuctsar;enimc, desigmed rorthe spceiiic purposcurunractingdte general puhlicur a specific mmko segment in - uscsuchgmxls,pmduclsorsericcs. . Adyerilsementdaesnol include any e mailaddress,Internet domain name or other electronic address or melulanguage. AdVertiSinginjury Atli crlLsinllnjur'aeon%injury.other than budily injury.property danmgeorpenooulinjury, sttstaincd by n person or organintlion and causLd by an rrrensc aintrinhring.in ihat punictdur Alin or your udvertlsementaboul your goods•products or services.upon their: copyrighted advertisement or rcgislcrcdcallcclii a mark,regutemd service mark or ether rcgL+lcru d trademarked name, slogan,symbol or d dc, Agreed Settlement Agreed set llement me ins a selllemeni and release ol'liahility signed by us,die Insured rind the eta imimt or dle claimatn'slegal represenlink e, Asbestos AshesIinmmm asbestos in tiny lbrm.including its present cor use in tiny III iuy,by-Produclor other material or waste.Wuste includes materitd to he recycled,tecondh ioned or reclaimed. Auto Auto mennsn fund mumr%chicle.Irnilerlrsemi trlilclilesigneJlixrrnvelonpuMicrunJs. including nny hunched machinery nr equipmeni,Hal rmiti dues rKH include mobile etluipmenL Bodllylnjuty Hudilc injury means physical: injury; sickness.or disease; sustained by a person,including resuldrigdemh.humiliniion,meitul amnlish,mcnal injury or shuck at any lime,All such loss shall be deemed to occur the ume or the physicnl injury,sickness or d@casc that cull?ed it„ Employee Employee includes u lensed worker.Lropluyeeducs not include a temporary worker. Hostile Fire Hostile Are means line which becomes uncontrollable or breaks out ffilm where it vvils;intended to he. Liability Insurance Reference Copy Farm 60-02-200gRcv 4-011 Coobaet PVo 25 or 32 Definitions WHENUSED%PITHRESPEC'I'TOINSUR,%Nc1 UNDERTHISCONTRACT.%VORD9 (continued) AND PIIRASESTHA'i'APPEAR IN BOLD PRI\'1'HAVE'1'lIESPECL\L1FE1\INCS DESCRIBEDDELOW, Impaired Property Impaired projimaymeans tangible pmpeny other than your product or cnurwork,that cannot he used or is leas useful because: it incorpnntesyuur product or your work thin is known or thnughno he defetliee, deficient,inadequate ar dangerous:or You have tailed to l'ullillthe terms or coadi lions ul'u contract or agremenl: irsuch properlycan he resmredm use by: the repair.replacement.adjustment or remotnl oryourproduct cryourwork;or your rut f illing f lu terms or cunditiun+uf the contract or agreement. Insured Insure(aces a person or an organimlion qunli fvingits an Insured in the Who Is An Insured section orihis contract. InsuredContract Insuredcontruce A. mean,: h n lease ofpremis".. 2. a sidetrnckagreement: 3. an easement urlicense agreement. 4. an ablig ninn.as required by ordinance,it,indemnilyo nunicipality.except in connection with wade Porn municipality: 5. an elcvmormairtietancenyreenieni;or 6. any otherconlractoragreementpertaining to Your husimss(includingan indemnificalionofa inunicipalily in connection with work performed rorsuch municipality)in which you assume the ton liability oraaolher person or orean inlion to pay damages•to which this insurance applies•saslaincd by a third parson ur organiattion. B. does not include that pan oruny contract or agreement that inikinnifics an architect. engineer or surveyor far damage;arising out or. 1, pralinring.appro%ing or failing to prepare or approve maps.dmwings.opinioni. reports.surveys,field orders•change orders.designs or_pecificalions;or 2. giving direclionsorinsiructionsorfnilingin give them. Vabititytnsoninco Reference Copy Farm 80-02-200QRev,-f-or) Contract Page 26 at 32 General Liability Definitions WHENUSEDWIT11RLSPECI"1'01\SUR,INCEUNDLR77IISCOs%TR.,tCT,t','ORDS (continued) AND I'll 11ASESTHA'I'APPEARIN BOLD PRI\l'I[AVE Y}IESPECfAL31 LAN INGS DESCRlHEU HEI.O%v; IntellectualPropertyLaw Intellectual property law ar right means any; Or Right • cerriticatiun marl:,copyright.patent or mulcmark t includiV collect it a ar scry ice marks); ripht to,or judicial or statalory lntt recogniving an imere.in.any trade secret ear cont identia) orpropriemrynun penomdinCnnnntion; other right to.or jadicinl or sluhaary law ncoen'vingun iateresl in,any espression.hic a. likeness,name,slogan,style ul'doing business,symbol.lido.trade dress or other inlelleclual propene;or otherjudicint or sratulory Iniv concerning pimcy.unfair ecmpetition or other similar practices. LeasedWorker Lensed worker means it person lensedtonpanvbya labor leasing firm.inAcontractoragreement hclwccn such puny and ate Labor leasing Gnn,as perlam,duties•elated to the conduct of the party's bnsinecs.Leasedworkerdoesnot includes temporaryworker. LoadingOrUntoadrtg Loading or unloading A, means file handling ol'prupergr I. after it is moved from the place where it is accepted for movement into Omuta nn aircmli.auto orivolitcmilt - 2. while it is in or on an aircmtl.auto or wntercrdk ul i• while it is being moved Rom an nircratl,unto or waleterati lu the place it here it is finally delh eyed. H. does not include file movement of property by menns"I'll uleclumicai del ice.other than n hand track.that is nol altached to the nircrtll,auto or walercm,0. Medical Expenses tilcdical expenses means rcasunubte expenses for necessary: first aid administeredrathe time ornn accident: mcdit: 4 surgical,x-myund denial services,including pruiihcticdet ices;and ambulance,haspihd.proCessionalnursingand funeral services. Mobile Equipment tilobiieequipmentineans any ol'the('uilowingtvpesol'Inndvel•icles,inchadingnnyAttached machinery or equipmtrnt A. hulWuzem,form machinery.ftwMi0iumd other vehicles decigued Foruse principally oil' public roads; H. vehicles maintained for usesolelyon premises owned bv or renled to von: C. vehicles that lrweloncrawiertrcads: tiatilhty fnsamnre Reference Copy Form 611-02-20OCrRev 4-01) Contrail - Page 27 or 32 Definitions WHEN USED WITH RESPECTTO INSURANCE UNDER THIS CONTRACT,WORDS AND PiiRASEST11ATAPPEAR IN BOLD PRI:NI*IIAVE'I'[[ESPECL%LSIEANINCS DESCRIBEDBELOW, Mobile Equipment D. vehicles,whetherseir-propelledar not.mninlAined primarily ir.provide mobility to (continued) permanendymounted: L pmevremnes,shovels.Ioadtrs.diggers ordrills;or 2. road consttuclionorresurfbcingequipmenisuclsosgmd!Nx5crapers or rollers: I- vehicles not dcscribcdin subp;tmgmphsA..B..C.or D.nbu%clhat are nul sell' prupelledtnd are mninmincdprimnrily to pmridemobility lu penmmemly m ucheJegaipmem orlhe Iblluwing lypes: 1. nircumpreswn.pumpsanJgrnernior,includingspmying.welJing,huilJing cleaning,gtophysicnl explonlitm,lighting m1d well sen icing equipment;or 2. cherry pickers and similardevices used to raise or luucnsud:ers:and F. vehicles not dexriln4l in suhpnmgrnphsA..H..C.or D,nbovemainatinedprinbirilylbr purposes other than the Iranspunnt ionot'persons or cargo. M uhlle cqulpmentduts not include self-pmpelletkehicles with the following types ur permnnemly ntmchcd equipment and such%chides will he considered aulns: I. cquipmcni designed primarily Am, a, snow removal: It. road muinlenance,but not cunstructionorrewrrueing;ur c. street clenning; 2, cherry pickersand similardevices mounted onaulornobilcor truck chassis and used to raise or lun er a orken;and 3. aircompress-or%.pumpN-and getieralani.including spraying.welding.building cleaning•geophysical exploml ion,lighting and well sen icing equipment. NuclearFacillty Nucfeurruclillrmeamony: A. nuclear reactor. H. pquipmanurde%ice designedor used liar. I. sepanuing the ismopasorpluioniumoruranium, 2. processing orulilidro,nuelent•spent fuel,or .1. hnndling.pnscemsingurpacknging nuclear wuste; C. equipment ni-device used for lite procLssing.lubricating or alk7yingurouclestr material.if' Fa any time the total amount ol'such mmerial its lilt cusuldyed•he Insurednt the premises where such equipment or device is loented comis(sof or contains more Ihun: 1, twenty fivel251 grams of plutonium orunmium233.or tiny combination thereof.ar 2, two bandied Ii11f250)gmmsol'untnium235;ur Llabdty Insurance Reference Copy Farm 80-02-200pRay.4-01) Conrn,et Page 29 of 32 • r�l General Liability Definitions %VHG\❑SEDwrrHRESPECPTO INS URANCE UNDER THIS CONTRACT.WORDS AND I'll RASESTIIA'1'APPE,Ut IN BOLD PR►.\1 11AVE'riiESPECIALmL-AN.I,VCS DESCRI BED BELO%%* NuctearFacility D, strueiure,bnsin.escmolinn.premises or place prepared orosadforthestongeordisposalof (eonfirtuad) nuclear ratite; .and includes the site on which any or the lirrego ing is lueated.fill operations conducted an stieh site and all premises axed Flirsach opemtioas. Nuclearl-lazardous Nuclear linrnrduuspropertims includes milionefte.mxic tit esplositeProperties, Properties NUelearMaterial Nucleur material means li W-productmateriul,source material orspeciulnuclearmaterial. B)-producirnmerinl,source mnterinl and special nuclear material has c the meanings gii an them in ilia United suacsof America Atomic Energy Act of 195a or in ttnv=laa•amendatory thereof. NuciearProperty Nuclear prapert)damage includes all l'ofmnufrudioucfrte contamination ol-prupeny. Damage NuclearReactor Nuclear reactor means tiny uppnmiusdesigncd or iced hi stisutin nuclear lission in it self supposing chain reaction(ir to contain a critical mass of fissionabie material. Nuelear5pent Fuel Nuclear spent fuel means tiny l'uct element or fuel component.solid or liquid•ithich has been used tit exposed it)radiation inn nuclear reactor, NUclearWaSte Nuclenr waste means nnv haste material: containing nuclear material,other than the tut lings or icuacs produced by the ezfrucliun or concenittition orumnium or thorium from any ore processed primarily for its source material comcnt;and - resulting from the operation by any per on or organizatiorofany nuclear facility described in subp;uatauphsA.ur B.ofthe deftnitian of nuclear fneillty. Occurrence Ocwrrcnccmennsnnnccidem,includingcnntinumt orrepenteJrslxisuretosnhstaniiallyihc same general harmlid conditions. Officer Officer means a perwn holding any orthe officerposhions created by an orgunizatiuti schancr. comliftaiaa.by hta lzir tiny tither hitnilargot eming document. uablitly tnsmance Reference Copy Farm 60-52-MIRav 4-01) contra,c7 Pnge 29 of 32 Definitions WHEN USEDt\I'I'HRESPECTTOINSURANCEUNDER THIS CONTRACT.«'ORDS (con(inued) AND PIIRASEST11,VI'APPE,\RINBOLDPRI\THAVE'IIIESPECIAL}TEAM\CS DESCRIBEDBELOW PersonallnJury Personullnjuryme:msinjury,utherilmnhadilyinjury.prapurty damage oradvertisinginjurc. cruised by an olTenw ol': A. falsenrttst,Iblsedelenlionor other Use imprisonment: B. maliciousproiccutiun: C. wronglidenttyimu.w•rongtid eviction ofn person tiumoradter violation ol'nperson'sright orprivnte occupancy ora dwelling.premises or rtuim dial such person occupies.if committed by or on hehil fur its landlord.lessurur ,ow ner, D. electronic.oral.wrinen or mherpublicntionofmaterialthat: 1. libels or slandtvs it person or urganinuian(which does mn include disp l 'aeemcnru( goods,products,pntpeny ar services);at 2. violme-iaperson'srieluorprivncycor iz. discriminatiun,butussment or segregation based on u perNon'bigc.color.national origin. race•religion or sex. Poilulants Pollutants mennsanysolid.liquid.gnseottsnrthetmal irritant orcumnmimmt.includingstrake. vapor,soot,rumes,acids,aikalis.chemicak and waste.Waste includes materials in he recycled. reconditioned or reclaimed. Products-Completed 1'ruducts—cumpletcdtperntinnslavnrd: OperatlonsHazard A. includesailhodil) injury and property damnge taking place away(mmpremisasow•nedor occupied by or lo:mcd ur rumcd to you and arising out uryourproducl ur)uur isurk. except: I. products that arestiilin your physical posaession;or 2. aril Ihtn Ims our vet hcen cumplacdnrnhundoned Your wnrk will he deemed completedwhen: nil of the wort:Idled for in your commu or agreement Ins been completed. all ur the work to he perrormcd at the site has hccm completed.iryaur contracl or nereemem calk for work at more than one rile. dial Pori or the work completed Ella silt has been pud to is imended use by arty person urargonirriiinnoihcrihanannthercnnirncrnrorsubcaniniclnncnrkingon ihcsumc project. Work that may need service.mninteannce,cntrectitni,repnir of replacemeni,hill which is ulhenvise complele.will be hinted us completed, B. doesnotincludebtidilyinjun•orprtrpertydmmjiUe;irisinCottof: 1. lbehrunsporlationdfluroperty unless the injury or damap:restillb Wm.1 condition in or on,a vellicle riol owned or upemtedby or lunned nr rented lu you and that condition wns created by the loading or unlundingorthat s chick:by any in.surcit uatiXtyInsnrance Reference Copy Femt 90-02-20MRov J-Ott Conrmcr Page 30 a/32 General Liability Definitiorts WHEVUSEDWITHRESPECTTOI\SURA.VCEU\DER7'HISCO\TIt1CT,WORDS AND PI IRASEST11A'I'APPEAR IN SOLD PRI,\l'IIAVE'r11E Sl'ECI,\LdIL qL,.%[\Cs DESCRIBED BELOW. Products—Completed 1 The esistenceartools.uninstalledequipuientorubemkmtlJor unused materials;or OperationsHazard (continued) 3. producthor operations lunrldchthcdaeeilicarianinuurnllesindielkhth:usuchproduclsor operations tire mn suhjccl to the Products Campleterr)pe•mionsABgrcente Limilur imurance. PropertyDamage Propertydurmigemstm5: phvsicnl injury la tangible property,incinding resulting lots cruse ortllal property.All such lass oruse shall he deemed to occur at lite lime orthe phy;ical injury that caused it;or loss of use or tangible propcnv lia l is not ph"icully injured.All such loss oruse shall be deemed to occurm the lime of the nccurrence{bat enusec it. Tangible property dues not include any sulhrarc,data or uther information that is in ekclatnic form. suit Sull means n eiril proceeding in which dntruoce>,la which Ih is irsumnceapplies,are 5uught tiro{ includes an arhilmtion er other dispute resolution proceeding in which such damages are sought and to which the insured muss submit or does submit with our conseit. Temporary Worker Temporarytrurkermcarsapersonsdtoisfurnishedtoapnnyosutntiuuelornpermanent employer tin leave or to steel seasonal or short lerrmvorkluud candhions. YourProduct Yourpruduct. A. meansnny; I. goodsurproduct,•odaerihon real property,mamtha:mmd.sold,handled.thArilanedrr disposed ol'hy: n, you; h. 0lhers frnJing underyour name;or C. a person ororginiialionsthoseasseworhusinecs you hmencquired;mill ?. conlninmlothertlmnsehicles).mmerials.partsorequipmemfornishedinconnection with such goods or product%. R. includes; 1. repreaentatiunsorwar ntiesmudeattinylimewithrespecttothedumhilhy.Illness. petfiomtnnce,quality or use nt'your product;and 2. the pros iding of or Whoe to pros ide insu'uclions nrssnrnings. C. does not include%ending machinesor ollierpropenY loaned or rented to or lucated for the weol'olhen hilt not add. Uacllirylnsurance Reference Copy Form 80-02-2001ZRcv 4-01) conrraet Page 31 or 32 Definitions WHEN USED WITH RESPECrro1NSURANCEUNDERTHISCONTRr\CT,11`ORDS (continued) ANDPIIRASESTHAT PPEARINBOLUPRINTIEAPE'111ESPECIitL.N1L%NINGS DESCRIBEDBELOW YourWork Younrurk: A. mc:w any, I, wurkoruperrtlionslxrl'ommdhy: a youorunyounMmlf;ur h, a Person ororpni�atiunsshusensseisorhustn-:syvuhmeacquired;and 2. mulerials,pan4or equipment rumishedinwnnection%viuhsuch work oruparntions. B, includes: 1. rcpmycnlai ions orourramicsmndent any time e•ithrealx-cito the durability.fitncss, performance.quality or use of y ou r mark:and 2. the proridingofor failure toprasideinslrucliumsorrramings. Uablhty Insurance Reference Copy Farm 80-02-2004ROV 4-01) Contract Page 32 o132 i F i NYYYI ACo ® CERTIFICATE OF LIABILITY INSURANCE DAM osj i(MMAzol 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. i IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(les)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 endorsements. PRODUCER CONTACT NA E: EVa Wa TIer Arthur J. Gallagher&Co. Insurance Brokers of CA, Inc. PHONE . 818 539-1335 FAX 818 539-1635 CA License#0726293 EMAIL 505 North Brand Blvd., Suite 600 . Eva_Wagner@AJG.com Glendale,CA 91203 INSUMIUSI AFFORDING COVERAGE NAICS INSURERA:Hartford Underwriters Insurance Company 30104 INSURED INSURERa:Underwriters at Lloyd's London 15792 Regatta Solutions,Inc. iNsumc:Federal Insurance Company 0281 27122 Paseo Espada,Suite 901 San Juan Capistrano,CA 92675 INSURER D: INSURER E: WSURERF: COVERAGES CERTIFICATE NUMBER:1950724991 REVISION NUMBER:1 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 MATH RESPECT TO WHICH THIS L 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 ADD.SUM POLICY NUMBER PMND EFF POLICYEY LIMITS LTR TYPE OF INSURAINSURANCESUNCE C X COMMERCIAL GENERAL LIAINLRY Y Y 36044334 2242017 2242018 EACH OCCURRENCE $1000 000 CLAIMS-MADE Ex I OCCUR PF2EMISES(Ea awi $300000 MED EXP are rsm $5,000 PERSONAL&ADV INJURY $1,000,000 GENL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X Policy[% JMERTT F]Loc PRODUCTS-COMP/OPAGG S2,D00,000 OTHER: $ C AUTOMOBILE LIABILITY N N 73596940 2242017 2242018 Ea ecddent f 1,0m.000 ANY AUTO BODILY INJURY(Per Person) A OVMED SCHEDULED AUTOS ONLY AAUUTµO�pSy�® BODILY INJURY(Pererdtlent) S X AUTOS ONLY X AUTOS ONLY f sadden[ i C X UMBRELLA UAB [XI CWMSM OCd1 22 R Y Y 78184110 4/2017 2,242018 EACH OCCURRENCE $10,000,G00 EXCESS WB AGE AGGREGATE $10,000,000 DEC I I RETENTIONS S A WORKERS COMPENSATION y I 67MCEV4709 12112O16 1211=17 X P AND EMPLOYERS'LIABILITY YIN ANY PROPRIETORMARTNFJ¢dJ(EOUTME ❑MIA E.L.EACH ACCIDENT $1,000,000 OFFICERIMEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYE f1,00Q000 M yes,clese4ba under DESCRIPTION OF OPERATIONS bslas ELL DISEASE-POLICY LIMB I 51,000000 B Enom&Omissions N N UCS2t18081918 12/12018 12/12017 Aggregate $1,000,000 i DESCRPTIDN OF OPERATIONS I LOCATWNS/VEHICLES (ACORD 101,Addleonal RamaM Schedule,may be mftoW if more specs is required) 5 The City of Palm Springs,its officials,employees and agents are included as additional Insured with a waiver of subrogation,with this It$p insurance primary and noncontributory over any insurance or self-Insurance the city may have. 30 day notice of cancellation is provided as per the attached Form 80-02-9779. ) CERTIFICATE HOLDER CANCELLATION City Of Palm Springs,Its officials,employees aria AgeTLt�t 40 3'J )_bROULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 425 North CIVIC Drive .JI 1 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Palm Springs,CA 92262 ACCORDANCE WITH THE POLICY PROVISIONS. L E :6 Ntl L— 83S l AUTHORIZED REPRESENTATIVE vlads viva �0 1 - ©1988-2015 ACORD CORPORATION. All rights reserved. e ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD I i C H U B B° Policy Conditions Endorsement Policy Pedod FEBRUARY 24,2017 TO FEBRUARY 24,2018 Effective Date AUGUST 15,2017 Policy Number 360443-34PLE Insured REGATTA SOLUTIONS,INC Name of Company FEDERAL INSURANCE COMPANY Date Issued AUGUST 29,2017 This Endorsement applies to the following forms: COMMON POLICY CONDITIONS Under Conditions,the following condition is added Conditions Notice Of Cancellation When we cancel this policy for any reason,other than non-payment of premium,we will notify To Scheduled Persons person(s)or orgauization(s)shown in the Schedule at least 30 days in advance of the cancellation Or Organizations When date. We Cancel Anyfailmebyusto notify suchpeason(s)ororganization(s)will not: • impose any liability or obligation of any kind upon us;or • invalidate such cancellation. Schedule Persons)or Organization(s): CITY OF PALM SPRINGS Address: 425 NORTH CIVIC DRIVE PALM SPRINGS,CA 92262 NoUce OfCancsReflon To Scheduled Pomona Or Organizations PoLey CondBons (Except Non-Paymont Of Premium) Form 80-02W79(Ed.3.11) Endorsement Page 1 General Liability Who Is An Insured (continued) Volunteers Persons who are volunteerworkers for you are insureds;but they are insureds only for acts within the scope of their activities for you and at yourdirection. RealEstate Managers Persons(other than your employees)or organizations acting as your real estate managers are insureds;but they are insureds only with respect to their duties as your real estate managers. Permissive Users Of Withrespectto mobile equipmentregisteredi yourname undera motorvehicleregistration law: Mobile Equipment k persons drivingsuch equipment on apublic road with your permissionare insureds;and B. persons or organizationsresponsible for the conductof suchpersons describedin subparagraphA.above are insureds;butthey are insureds only with respect to the operation of the equipment and only ifno other insurance of any kind is available to them. However,no person or organization is an insured with respect to: bodily Injury to any co-employee of the person driving the equipment;or property damage to any property owned or occupied by or loaned or rented to you,or in your charge or the charge of the employer of any person who is an insured under this provision. Vendors Persons or organizationswho are vendors of your products are insureds;but they are insureds only with respect to their liability for damages for bodily injury or property damage resulting from the distributionor sale of your products in the regular course of heir business and only if this insurance applies to the products—completetbperationsha7.ard. However,no such person or organizationis an Insured with respect to any: • assumption of liability by them in a contract or.agreement.This limitation does not apply to the liability for damages for bodily injury or property damage that such vendor would have in the absence of such contract or agreement; representation or warranty unauthorizedby you; physical orchernical change in your products made intentionally by the vendor, repackaging,unless unpacked solely for the purpose ofimpection,demonstrationor testing, or the substitution of parts under instruction from the manufacturerand then repacked in the original container, failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual come of business in connection with the distribution or sale of your products demonstration,installation,servicing or repair operations,except such operations perronned at the vendor'spremises in connection with the sale ofyour products or ofyour products which,aller distributionor sale by you,have been labeled or relabeled or used as a container,ingredi entor part of any other thing or substance by or for the vendor. Liabffify Insurance Form 80-02-200C(Rev.4-01) contract Page 7 of32 Who Is An Insured Vendors Further,no person or organization from whom you have acquired your products,or any container, (continued) ingredi ent or part catering into,accompanying or contai aing your product;is an Insured under this provision, Lessors Of Equipment Persons or organizations firornwhorn you lease equipment are insureds;but theyare insuredsonly with respect to the maintenance or use by you of such equipment and only if you are contractually obligated to provide them with such insurance as is afforded by this contract. However,no suchperson or organizationis an insured with respect to any: • damages arising out of their sole negligence;or occurrence that occurs,or offense that is committed,after the equipment lease ends. 77 Lessors Of Premises Persons or organizations from whom you lease premises are insureds;but they are insureds only with respect to the ownership,maintenance or use of that patticularpaa of such premises leased to you and only if you are contmetually obligated to provide them with such insurance as is afforded by this contract. However,no such person or organization is an insured with respect to any: damages arising out of their sole negligence; occurrence that occurs,or offense that is committed,after you cease to be a tenaol in the premises;or structural alteration,new construction or demolition operations performed by or on behalf of them. SubsidiaiyOr Newly If there is no other insurance available,the following organiza Lions mill qualify as named insured s: AcquiredOrFormed a subsidiary organization of the first named insured shown in the Declarations ofwhich,at Organizations th o beginning ofthe po[icy period and at the ti me of loss,such first named insured controls, either directly or indirectly,more than fifty(50)percent of the interests entitled to vote generally in the election of the governing body of such organization;or a subsidiary organizatio it oftbe first named insured shown in the Declarations that such fist named insured acquires or forms dud ngtbe policy period,if at the time of loss such first named insured controls,either directly or indirectly,more than fifty(50)percent ofthe interests entitled to vote generally in the election of the governing body of such organization. LimitationsOn Who Is An A. Except to the extemprovided underthe Subsidiary OrNewly Acquired Or Formed Insured Organizations provisionabove,no person or organization is an insured with respect to the conduct of any person or organization that is not shown as a named insured in the Declarations. B. No person or organization is an insured with respect tothe: 1. ownership,maintenance or use of any assets;or 2. conduct of any person or organization wh ose assets,business or organization; Llabltity-Insurance Form 80-02-2000Rev.4-01) Contract Page 8of32 t u Conditions Duflesln The Event Of F. Knowledgeof an occurrenceor offense by an agent or employee ofthe insured will not Occurrence,Offense, constituteknowledgebytheInsured,unlessanofflcer(whetherornotanemployee)ofany claim Or suit insured or an officer sdesignee knows about such occurrence or offense. (continued) G. Failure of an agent or employee of the insured,other than no officer(whether or not an employee)of any insured or an officeesdesignee,to notify us of an occurrence or offense that such person knows about will not affect the insurance afforded to you. H. Ifa claim or loss does not reasonably appear to involve this insurance,but it later develops into a claim or loss to which this insurance applies,the failure to report it to us will not violate this condition,provided the Insured gives us immediate notice as soon as the Insured is aware that this insurance may apply to such claim or loss. LegalACtlonAgainstUS No person or organization has a right under thisinsuranceto: join us as a party or otherwisebring us into a suit seeking damages from an insured;or sue us on this insurance unless all of the terms and conditions of this insurance have been fully complied with. A person or organization may sue us to recoveron an agreed settlementor on a final judgment against an insured obtained after an actual: trial in a civil proceeding;or • arbitration or other altemative dispute resolution proceeding; but we will not be liable for damages that are not payable under the terms and conditions of this insuranceor that are in excess of the applicable Limits Of Insurance. Otherinsurance If other valid and collectible insurance is available to the insured for loss we would otherwise cover under this insurance,our obligationsare limited as follows. Primary Insurance This insurance is primary except when the Excess Insuranceprovision described below applies. If this insurance is primary,our obligations are not affected unless any of the other insum ceisalso primary.Then,we will share with all that other insurance by the method described in the Method of Sharingprovision described below. Excess Insurance This insurance is excess overany other insurance,whetherprimary,excess,contingent or on any otherbasis: A. thatisFire,Extended Coverage,Builder'sRisk,InstallatlonRiskorsimilarinsmancefor yourwork; B. that is insarancetbot appliesto property damnge to premises rented to youor temporarily occupied by you with permissionof the owner; C. if the loss arises out of aircraft,autos orwatercraft(to the extent not subject to the Aircraft, Autos Or Watercraft exclusion); LlabVy Insurance ' Form 80-02-2000(Rev.4-01) Contract Page 22 of 32 3 e General Liability Conditions Otherinsurance D. that is insurance: (continued) 1, provided to you by any person or organization working under contract or agreement foryou;or 2, under which you are included as an insured;or E. that is insurance under any Property section of this policy. When this insurance is excess,we will have no duty to defend the insured against any suit if any other insurerhas a duty to defend such insured against such suit If no other insurer defends,we will undertake to do so,but we will be entitled to the insured'srights against all those other insurers. When this insurance is excess over other insurance,we will pay only our share of the amount of loss,if any,that exceeds the sum of the total: amount that all other insurance would pay for loss in the aisence ofthis insurance;and of all deductible and self-insuredimounts under all other insurance, We will share the remaining loss,if any,with any other insurance that is not described in this Excess Insurance provision and was not negotiated specifically to apply in excess of the Limits Of Insurance shown in the Declarations of this insurance. Method of Sharing If all of the otherinsurance permits contribution by equal shares,we will follow this method also. Under this method each insurercontributes equal amounts until it has paid its applicable limits of insurance or none of the loss remains,whichever comes First. If any of the other insurance does not permit contribution by equal shares,we will contribute by limits.Under this method,each insurer'sshare is based on the ratio of its applicable limits of insurance to the total applicable limits of insurance of all insurers. PremiumAudit _ We will compute all premiums for this insurance in accordance with our rules and rates. In accordance with the Estimated Premiums section of the Premium Stunmary,premiums shown with an asterisk(')are estimated premiums and are subject to audit. In addition to or in lieu of such designation in the Premium Sum mary,premiumsmaybedesia ated as estimatedpremiums elsewhere in this policy.In that case,thmpremiums will also be subject to audit,and the second paragraph of the Estimated Premiums section of the Premium Summary will apply. SeparationOfInsureds Except withrespect to the Limitsi6f Insurance,and any rights orduties specificaftyassignedin this insurance to the first named insured,this insurance applies: as if each named insured were the only named insured;and separately to each insured against whom claim is made or suit is brought LlabRity Insurance Form 80-02-200gRev.4-01) Contract Page 23 of32 Conditlons (continued) TransferOrWaiverOf We will waive the right of recovery we would otherwisehave had against anotberperson or Rights Of Recovery organization,for loss to which this insuranceapplies,provided the insured has waived their rights AgainstOthers of recovery against such person or organization in a contract or agreementthat is executed before such loss. To the extent that the insured'srights to recover all or part of any payment made underthis insurance have not been waived,those rights are transferred to us.Tha insured must do nothing after loss to impair them.At our request,the insured will bring suit or transfer those rights to us and help us enforce them. This condition does not apply to medical expenses ..e..�. ;z�.«u.rv..._..<..:.s...,..?;T;c'a s3f„1'S. .i;at.:S-r,_.*...,,., '',.c, ,=r.:.,r ce-•J3,','wt:�:s;t.[u.d .s,:.�..a,.,,..�c,,.2Y,rT.*.'s'k.` ..t.�G_:.;:.ss.....--,wx`a: Vabllity Insurance _ Form 80-02-200CRev.4-01) contract - Page 24 of32 EXTENDED OPTIONS 1. Employers'Liability Insurance 4. Foreign Voluntary Compensation and Item 3.13. of the Information Page is replaced by Employers'Liability Reimbursement the following: A. How This Reimbursement Applies B. Employers'Liability Insurance: This reimbursement provision applies to bodily 1. Part Two of the policy applies to work in injury by accident or bodily injury by disease. each state listed in Item 3.A. Bodily Injury Includes resulting death. - 1. The bodily injury must be sustained by an The Limits of Liability under Part Two are officer or employee. the higher of: 2. The bodily injury must occur in the course of employment necessary or incidental to Bodily Injury work in a country not listed in Exclusion by Accident $500,000 Each Accident CA. of this provision. 3. Bodily injury by accident must occur Bodily Injury during the policy period. by Disease $500,000 Policy Limit 4. Bodily injury by disease must be caused or aggravated by the conditions of your Bodily Injury employment. The officer or employee's by Disease $500,000 Each Employee last exposure to those conditions of your employment must occur during the policy OR period. B. We Will Reimburse 2. The amount shown in the Information We will reimburse you for all amounts paid by Page. you whether such amounts are: i This provision 1 of EXTENDED OPTIONS does not 1. voluntary payments for the benefits that apply in New York because the Limits Of Our would be required of you if you and your Liability are unlimited. officers or employees were subject to any In this provision the limits are changed from workers' compensation law of the state of $600,000 to $1,000,000 in California. hire of the individual employee. 2. Unintentional Failure to Disclose Hazards 2. sums to which Part Two (Employers' If you unintentionally should fail to disclose all Liability Insurance) would apply if the existing hazards at the inception date of your Country of Employment were shown in policy, we shall not deny coverage under this Item 3.A. of the Information Page. policy because of such failure. C. Exclusions 3. Waiver of Our Right To Recover From Others This insurance does not cover: A. We have the right to recover our payments 1. any occurrences in the United States, from anyone liable for an injury covered by this Canada, and any country or jurisdiction policy. We will not enforce our right against which is the subject of trade or economic any person or organization for whom you sanctions Imposed by the laws or perform work under a written contract that regulations of the United States of requires you to obtain this agreement from us. America in effect as of the inception date This agreement shall not operate directly or of this policy. indirectly to benefit anyone not named in the 2. any obligation imposed by a workers' agreement. compensation or occupational disease B. This provision 3. does not apply In the states law, or similar law. , of Pennsylvania and Utah. 3. bodily injury intentionally caused or aggravated by you. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8100) Page 4 of 6 z � ! A�® CERTIFICATE OF LIABILITY INSURANCE DAM osiosrzoi n 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 pollcy(les)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 endorsements. PRODUCER COANTAIT Eva Wagner Arthur J. Gallagher&Co. Insurance Brokers of CA, Inc. PHONE g18 539-1335 FMIAJC 818 539-1635 I 50 License#07rand Blvd., E.MAa Eva Wagner(AJG.00m 505 North Brand Blvd.,Suite 600 — Glendale,CA 91203 INSURE S AFFORDING COVERAGE NAN:N INsuRERA:Hartford Underwriters Insurance Company 30104 INSURED INSURER a:Underwrlters at Lloyd's London 15792 Regatta Solutions,Inc. INsuaENc:Federal Insurance Company 0281 27122 Paseo Espada,Sute 901 San Juan Capistrano,CA 92675 INsuREB D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1950724991 REVISION NUMBER:1 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 NTH RESPECT TO WMICH 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. Wall L R TYPE OF INSURANCE POLICY NUMBER POLICY EFF POUCYWMMDNYYYI �M C jL COMMERCIALGENERALUABRIY Y Y 36044334 2f24/2017 2/242018 EACH OCCURRENCE $1000,000 CLAIM6-MADE C OCCUR PREMISES m nee $300,000 MEDEXP( arm 35000 PERSONAL&ADVINJURY f1,OD0,0G0 GENL AGGREGATE UMr APPLIES PER GENERAL AGGREGATE f G00000 X POLICY jE� LOC PRODUCTS AGG f2,000,OD0 OTHER. S C AUTONOBILE UABILITY - N N 73696940 2242017 2242018 Eeacrldant INULE UNIT _ f1,000,000 f JANY AUTO BODILY INJURY(Per person) S OWNED SCIEOULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) f % AUTOS ONLY % A E� accident F i C % UMBRELLA LMB [I OCCUR Y Y 78184110 2242017 2242018 EACH OCCURRENCE $10,000,000 n EXCESS 11AS CLAIMS4tADE AGGREGATE $10,000,000 CEO I I RETENTION f f A WORKERS COMPENSATION y 57WECEV4709 12/12016 12/12017 X AND EMPLOYERS'OABILTIY YIN ANY PROPRIETORIPARTNERIEXECUTIVE ❑NIA E.L.EACH ACCIDENT $1.000,000 OFFICEWMEMBER EXCUIMM (Mandatory In NH) EL DISEASE-EA EMPIA f1,OD0,000 Wdewibe under RIPTIONOFOPERATIONSb E.1-DISEASE-POLICY LIMIT f1G00000 B Ermre&Omissions N N UCS268081316 12/12016 12/12017 Aggregate $1,000,000 v DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,MMMM Remam.Schedule,may be sheathed N man space II required) The City of Palm Springs,its officials,employees and agents are included as additional Insured with a waiver of subrogation,with this insurance primary and non-contributory over any insurance or self-Insurance the city may have. 30 day notice of cancellation is provided as per the attached Form 80-02-9779. CERTIFICATE HOLDER CANCELLATION CiN of Palm Springs,its officials,employees and agents SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 425 North CIVIC Drive THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Palm Springs,CA 92262 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORU ED REPRESENTATIVE �? i ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD I i d t C H U B B- Policy Conditions Endorsement i Policy Period FEBRUARY 24,2017 TO IWRUARY 24,2018 Effective Date AUGUST 15,2017 Policy Number 3604-43-34PIE Insured REGATTA SOLUTIONS,INC Name of Company FEDERAL INSURANCE COMPANY Date Issued AUGUST 29,2017 This Endorsement applies to the following forms: COMMON POLICY CONDITIONS Under Conditions,the following condition is added. Conditions Notice Of Cancellation When we cancel this policy for any reason,other than non-payment of premium,we will notify To Scheduled Persons person(s)or organization(s)shown in the Schedule at least 30 days in advance of the cancellation Or Organizations When date. We Cancel Any failure by us to notify such person(s)or organization(s)will not: • impose any liability or obligation of any kind upon us;or • invalidate such cancellation. Schedule Person(s)or Organization(s): CITY OF PALM SPRINGS Address: 425 NORTH CIVIC DRIVE PALM SPRINGS,CA 92262 s i Notice Of Ce ffaffon To Scheduled Persona Or Organizations Poffcy CondiMone (ExwptNon-Payment Of Premium) Form 80-02-9779(Ed.3-11) Endorsement Page 1 General Liability Who Is An Insured (continued) Volunteers Persons who are volunteerworkers for you are insureds;but they are insureds only for acts within the scope of their activities for you and at your direction. Real Estate Managers Persons(other than your employees)ororganizationsacting as your real estate managers are <=t insureds;but they are insureds only with respect to their duties as yourreal estate managers. Permissive Users Of with respect to mobile equipmentregisteredin your name under a motor vehicle registration law; Mobile Equipment A, persons driving such equipment on a public road withyourpennission are insureds;and B. persons or organizations responsible for the conduct of such persons described in subparagraph A,above are insureds;but they are insureds only with respect to the operation of the equipment and only if no other insurance of any kind is available to them. However,no person or organizationis an insured with respect to: EE bodily injury to any co-employee of the person driving the equipment;or property damage to,any property owned or occupied by or loaned or rented to you,or in your charge or the charge of the employer of any person who is an insured under this provision. S Vendors Persons or organizations who are vendors of your products are insureds;but they are insureds only with respect to their liability fordamages for bodily injury or property damage resulting from the distribution or sale of your products in the regularcotase of their business and only if this insurance applies to lire products--completetbperations hazar(L However,no such person ororganizationis an insured with respect to any: • assumptionof liabiEtybythemina contractor agreement This Hinitation does not apply to the liability for damages for bodily injury or property damage that such vendor would have in the absence of such contract or agreement; representation or warranty tmauthorizedby you; physical orchemical change in your products made imentionallyby the vendor, repackaging,unless unpacked solely for the purpose ofin:pection,demonstrationor testing, or the substitution of parts under instruction from the manufactureraud then repacked in the original container, failure to make such inspections,adjustments,tests or servicing as the vendorhas agreed to make or normally undertakes to make in the usual course of business in connection with the distribution or sale of your products demonstration,installation,servicing or repair operations,except such operations performed at the vendor'spremises in connection with the sale of your products;or ofyour products which,alter distribution or sale by you,have been labeled or relabeled or used as a container,ingredient or part of any other thing Or substanceby or for the vendor, UabSy Insurance Farm 80-02-2000rRev.4-01) Contract Page 7 of 32 Who Is An Insured Vendors Further,no person or organization from whom you have acquired your products,or any container, (continued ingredi ent or part entering into,accompanying or containing your produeN is an insured under this provision. -7- Lessors Of Equipment Persons or organizations fromwhorn you lease equipment are insureds;but they are insureds only with respect to the mainterianceor use by you of such equipment and only if you are contractually obligated to provide them with such insurance as is afforded by this contract. However,no such person or organization is an insured with respect to any: damages arising out of their sole negligence;or occurrence that occurs,or offense that is committed,after the equipment lease ends. Lessors Of Premises Persons or organizations from whom you lease premises are iusuredg but they are insureds only with respect to the ownership,maintenance or use of that particularpart of such premises leased to you and only ifyou are contractually obligated to provide them with such insurance as is afforded by this contract. However,no such person or organization is an insured with respect to any: damages arising out of their sole negligence; occurrence that occurs,or offense that is committed,after you cease to be a tenant in the premises;or structural alteration,new construction or demolition operation.,performed by or on behalf of them. J SubsidiaryOr Newly If there is no other insurance available,the following organizations will qualify as named insureds: Acquired Or Formed a subsidiary organization of the first named insured shown in th a Declarations of which,at Organizations the beginning ofthe policy period and at the time of loss,such first named insured controls, either directly or indirectly,more than fifty(50)percent of the interests entitled to vote generally in the election of the governing body of such organization;or a subsidiary organization of the fast named insured shown in the Declarations that such first named insured acquires or forms during the policy period,if at the time of loss such first named insured controls,either directly or indirectly,more than fifty(50)percent of the interests entitled to vote generally in the election of the governing body of such organization. UrnitationsOn Who Is An A. Except to the extent provided under the Subsidiary Or Newly Acquired Or Formed Insured Organizations provisionabove,no person or organization is an insuredwitli respect to the conduct of any person or organization that is not shown as a named insured in the Declarations. B. No person or organization is an insured with respect to the: 1. ownership,maintenance or use of any assets;or 2. conduct of any person or organization whose assets,business or organization; Liability Insurance Form 80-02-200C(Rev.4-01) Contmd Page 8 of 32 l _ i 1 Conditions Duties In The Event Of F. Knowledge of an occurrence or offense by an agent or employee of the insured will not Occurrence,Offense, constituteknowledge by the insured,unless an officer(whether or not an employee)of any Claim Or Suit insured or an offiecesdesignee knows about such occurrence or offense. (continued) G. Failure of an agent or employee of the insured,other than an officer(whether or not an employee)of any insured or an officee s designee,to notify us of an occurrence or offense that such person knows about will not affect the insurance afforded to you. H. If a claim or loss does not reasonably appear to involve this insurance,but it later develops into a claim or loss to which this insurance applies,the failure to report it to us will not violate this condition,provided the Insured gives us immediate notice as soon as the insured is aware that this insurancemay apply to such claim or loss. 1 LegalActionAgainstUs No person ororgan6tionhasa right underthisinsuranceto join us as a parry or otherwise bring us into a suit seeking damages from an insured;or sue us on this insurance unless all of the terms and conditions of this insurance have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured obtained after an actual: trial in a civil proceeding;or arbitration or other alternative dispute resolution proceeding; but we will not be liable for damages that are not payable under the terms and conditions of this insurance or that are in excess of the applicable Limits Of Insurance. 4.7 Otherinsurance If other valid and collectible insurance is available to the insured forloss we would otherwise cover under this insurance,our obligationsare limited as follows. Primary Insurance This insurance is primary except when the Excess Insuranceprovision described below applies. If this insurance is primary,our obligations are not affected unless any of the other insurance is also primary.Then,we will share with all that other insurance by the needed described in the Method of Sharingprovision described below. Excess Insurance This insurance is excess over any other insurance,whetherprimary,excess,comingeator on any otberbasis: A. thatisFire,Extended Coverage,Builder'sRisk,InstallationW.,korsimilarinsurancefor your work; B. that is insurance that applies to property damage to premises rented to you or temporarily occupied by you with pemtissionof the owner; C. if the loss arises out of aircraft,autos or watercraft(to the extent not subject to the Aircraft, Autos Or Watercraft exclusion); Uabithy Insurance g Form 00-02-200Q'Rev.4-01) Contract Page 22 of 32 i 3 7 General Liability ti i e Conditions 3 Other-Insurance D. that is insurance: (continued) 1. provided to you by any person or organi7ationworking under contract or agreement p for you;or 2. under which you are included as an insured;or e E. that is insurance under any Propertysection of this policy, g When this insurance is excess,we will have no duty to defend the insured against any suit if any other insurerhas a duty to defend such insured against such suit If no other insurerdefends,we will undertaketo do so,but we will be entitled to the insured'srigbts against all those other { insurers. (){ When this insurance is excess over other insurance,we will pay only our share of the amount of loss,if any,that exceeds the sum of the total: 3 amount that all other insurance would pay for loss in the nsence of this insurance;and • of all deductible and self—insutedumeuats under all other insurance. We will share the remaining loss,if any,with any other insurance that is not described in this Excess Insurance provision and was not negotiated specifically to apply in excess of the Limits Of insurance shown in the Declarations of this insurance. Method of Sharing If all of the other insurance permits contribution by equal shares,we will follow this method also. t Under this method each insurer contributes equal amounts until tt has paid its applicable limits of insurance or none ofthe loss remains,whichever comes first. If any of the other insurance does not permit contribution by equal shares,we will contribute by limits.Under this method,each insurer'ssbare is based on the ratio of its applicable limits of insurance to the total applicable limits of insurance of all insurers. PremiumAudit' Wewill compute all premiums for this insurancein accordance with ourrulesand rates. In accordance with the Estimated Premiums section of the Premium Summary,premiums shown with an asterisk(°)are estimated premiums and are subject to audit. [3 In addition to or in lieu of such designation in the Premium Summary,premiums may be designated as estimated premiums elsewhere in this policy.In that case,these premiums will also be subject to audit,and the second paragraph of the Estimated Premiums section of lb Premium Summary will apply. SeparationOfInsureds Except with respect to the Limits Of Insurance,and any rights orduties specifically assigned inthis insurance to the first named insured,this insurance applies: • as if each named insured were the only named insured;and • separately to each Insured against whom claim is made or suit is brought. 1 e Liability Insurance Form 80-02-2000(Rev.4-01) Contract Fag&23 032 Conditions I (continued) TransferOrWaiverOf We will waive the right ofrecoverywe would otherwisehave had against anolherpersonor Rights Of Recovery organization,for loss to which this insuranceapplies,provided the insured has waived their rights AgainstOthers of recovery against such person or organization in a contract or agreement that is executed before such loss. 3 To the extent that the insured'srights to recover all or part of any payment made under this insurance have not been waived,those rights are transferred to us.The insured must do nothing after loss to impair them.At our request,th a insured will bring suit or transfer those rights to as IJ and help us enforce them This condition does not apply to medical expenses, Y J a a b q r 3 t liability Insurance _ Form 80-02-200q'Rev.4-01) contract Page 24 of 32 ! k 1 i[� {{fSp R EXTENDED OPTIONS 1. Employers'Liability Insurance 4. Foreign Voluntary Compensation and Item 3.13. of the Information Page is replaced by Employers'Liability Reimbursement the following: A. How This Reimbursement Applies B. Employers'Liability Insurance: This reimbursement provision applies to bodily g 1. Part Two of the policy applies to work in Injury by accident or bodily injury by disease. ! each state listed in Item 3.A. Bodily injury Includes resulting death. 1§ 1. The bodily injury must be sustained by an The Limits of Liability under Part Two are officer or employee. the higher of: 2. The bodily injury must occur in the course of employment necessary or incidental to Bodily Injury work In a country not listed in Exclusion by Accident $500,000 Each Accident C.1. of this provision. 3. Bodily injury by accident must occur Bodily Injury during the policy period. by Disease $500,000 Policy Limit 4. Bodily injury by disease must be caused or aggravated by the conditions of your Bodily Injury employment. The officer or employee's by Disease $500,000 Each Employee last exposure to those conditions of your 5, employment must occur during the policy OR period. B. We Will Reimburse C 2. The amount shown in the Information We will reimburse you for all amounts paid by Page. you whether such amounts are: This provision 1 of EXTENDED OPTIONS does not 1. voluntary payments for the benefits that apply in New York because the Limits Of Our would be required of you if you and your Liability are unlimited.. officers or employees were subject to any In this provision the limits are changed from workers' compensation law of the state of , $600,000 to $1,000,000 in California. hire of the individual employee. 2. Unintentional Failure to Disclose Hazards 2. sums to which Part Two (Employers' If you unintentionally should fail to disclose all Liability Insurance) would apply if the existing hazards at the inception date of your Country of Employment were shown in I policy, we shall not deny coverage under this Item 3.A. of the Information Page. policy because of such failure. C. Exclusions 3. Waiver of Our Right To Recover From Others This Insurance does not cover. A. We have the right to recover our payments 1. any occurrences in the United States, from anyone liable for an injury covered,by this Canada, and any country or jurisdiction policy. We will not enforce our right against which is the subject of trade or economic any person or organization for whom you sanctions Imposed by the laws or perform work under a written contract that regulations of the United States of requires you to obtain this agreement from us. America in effect as of the inception date This agreement shall not operate directly or of this policy. Indirectly to benefit anyone not named in the 2. any obligation imposed by a workers' agreement. compensation or occupational disease B. This provision 3. does not apply in the states law, or similar law. of Pennsylvania and Utah. 3. bodily injury intentionally caused or aggravated by you. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8100) Page 4 of 6 p CONSULTING SERVICES AGREEMENT ANNUAL SUPERVISION AND QUARTERLY CHILLER MONITORING SERVICE FOR MUNICIPAL GOGENERATION PLANT BY REGATTA SOLUTIONS, INC. THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered into on , 2017, by and between the City of Palm Springs, a California charter city and m icipal corporation ("City"), and Regatta Solutions, Inc. a California Corporation, ("Consultant'). City and Consultant are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City requires the services of a specialist to complete the Annual Supervision and Quarterly monitoring service for Thermax multi-energy vapor absorption chiller, ("Project'). B. Consultant has submitted to City a proposal to provide Annual Supervision and Quarterly monitoring service for Thermax multi-energy vapor absorption chiller, to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Consultant for the Project. In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide Annual Supervision and Quarterly monitoring service for Thermax multi-energy vapor absorption chiller for the Municipal Cogeneration Plant, located at 205 North El Cielo Road, Palm Springs, CA. Services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the "services" or "work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Consultant services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. ORIGINAL BID ANDIOR AGREEMENT 1 Revised:4127117 720599 1 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the perfonnance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Consultant shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. Delays shall not entitle Consultant to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. Consultant shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit "A". The total amount of Compensation shall not exceed $9,200 (excluding optional Task No. 2, per Exhibit A). 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall submit to City an invoice for services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized services performed. City shall pay Consultant for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 2 Revised:4/27/17 720599.1 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Maieure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, if Consultant notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of 12 months, commencing on June 10, 2017 and ending on May 31, 2018, unless extended by mutual written agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer after such notice. Consultant may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act and make all decisions in its behalf with respect to the specified services and work Vijay Sharma, General Manager — Thermal Energy Services. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 3 Revised:4127117 720599.1 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Consultant shall refer any decisions that must be made by City to the Contract Officer. unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual or entity to perform any services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the services required, except as otherwise specified. Consultant shall perform all required services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Consultant's work product, result, and advice. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Consultant agrees to assign the following individuals to perform the services in this Agreement. Consultant shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted• right to order the removal of any personnel assigned by Consultant by providing written notice to Consultant. Name: Title: Vijay Sharma General Manager—Thermal Energy Services 6. INSURANCE Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses 4 Revised:4127117 720599.1 including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Consultant's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability under this Agreement. Consultant's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 Design Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Consultant is a "design professional" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually"Indemnified Party"; collectively"Indemnified Parties") against any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively"Claims"), including but not limited to Claims arising from injuries or death of persons (Consultant's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Consultant, its agents, employees, or subcontractors, or arise from Consultant's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Consultant's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Consultant shall require all non-design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub- section 7.1 in favor of the Indemnified Parties. In addition, Consultant shall require all non- design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 8. RECORDS AND REPORTS 5 Revised:4/27/17 720599.1 8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer reports concerning the performance of the services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of this Agreement shall be the property of City. Consultant shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Consultant may retain copies of such documents for Consultant's own use. Consultant shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Consultant shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections 6 Revised:4/27/17 720599.1 and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shalt impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 9.5 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, gender identity, gender expression, national origin, physical or mental disability, medical condition, or ancestry. Consultant shall otherwise fully comply with the provisions of Palm Springs Municipal Code Section 7.09.040 relating to non- discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS ? Revised:4127;17 720599.1 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either party may change its address by notifying the other party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Regatta Solutions, Inc. Attn:Vijay Sharma-Thermal Energy Services 21722 Pasco Espada, Suite 901 San Juan Capistrano, CA 92675 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. g Revised:4127117 720599.1 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: D `` `� B David H. Ready City Manager IA�PPROVEO BY WY MANAGER APPROVED AS TO FORM: ATTEST L'— =.- ,)UD,&0 By: , By: �beuglas G. Uwcrd 4. lGrlV-,vi Kathleen D. Hart, MMC City Attorney Intedro City Ci�,`« Y "CONSULTANT Regatta Solutions, Inc. Date: 2 2p By Mark Parriott, P esident Date: Vijay Shafma, General Manger Thermal Energy Sales& Services 720599.1 9 Revised: 2/8116 CAUPONINA ALL44WJ W CML CODE g 1 tbt A notary puhlie or other dke canpMi p Wo aro0r - vrifw a*Are idw ty of the imdnidel who sited the doctimemo which ftowakewaanishe ,and notttaeu dress.aoaaac%orvaiftdtherdomimerrt Stab d Caifortyy ) bdote me. Date ffere Nwat Arens and 7ltls of ate officer RartaWty.MIXIM"d. _. ft AlumAN dMignerW who proved to me an the basis of aetisfacbty evideroe to be bte person(s)whose rdm*a) Were subscribed to the within iw6toem and sdctwwtedpad to nee drid haVie tey nuer+ted the wane in hatherAhdr sutltoriaed copecly(wo and thst by hwAvwAtwi mptdurela)an the isbnanard the pemor(a), or the entity upon belvlf of which the persorKo aeI .executed the iretru ervIL I cwW tader PEMLTy OF PERJURY under the Iowa: of the Stahl of OuVorrits the to foregoing perepsph is bus and ooewcL DIANE H. PARRIOTT MINESS my Itsd and dfcW sear. Notary Public- California z '�: Orange County z Commission At 2165092 '— sgrue M Comm.Expires Sep 19,2020 SipssrreofMt yPrbfin: Place Arotary seal Above eLP11DtYAL 7houah YW asotion far apft oampldfnp M WbirinaCan can deter ataratiorn of the dmcutrrerd or frwdderd nalAsahmrd of flu torn to an wairc nded doairwni Desoiptim of Atteched Ooraartetd TdIo cr Type d Doctmw* Docurrnerd Dale. Humber of Pepw: 9qur(s)OIMr Than Named Above: C+PecilhPeN Cleirtad by tpgmer(e) signer's Nam: Signets None: ❑O«vor+Offaw—TBW- ❑GorPonde Officer—TO*)- ❑Partner— ❑Lknftd ❑General ❑Partner— ❑Limited ❑General ❑Indmd umi ❑Atbmry in Fad ❑lndinidtsl ❑Albmy in Fact ❑Tnslw ❑Quardw or Ccnwrvdw ❑Tnstae ❑Ouarden or Oanervatar ❑Otter_ 0 Obsr: 3Ww Is Raprmwdww SWW Is Repewrbng OW14 tbiord Nobly Aseooisfim•wwwltabmst4 wy-arg•t-e00dtS NDTARY O-e00.87649M Rrrn 15W 720599.1 10 Revised: 2/8116 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: By: David H. Ready City Manager APPROVED AS TO FORM: ATTEST By: By: Douglas C. Holland, Kathleen D. Hart, MMC City Attorney Interim City Clerk "CONSULTANT" Regatta Solutions, Inc. Date: By : Mark Parr iott, President Date: 'Lo t� le- Vijay Sharma, General Manger Thermal Energy Sales& Services Revised: 2J8/16 CAWOB ALL4PUrJ*W ACIUSOWLEDGASUff CnM CODES 11Rg A entry pbk at ahr dkdr omwliidip dip c rlTi ins veraee art da Wormy of ft sdiwdcal eho apad do daemrrrt bwlidr do a aasderd,and riot the rwhhirrsas,aoarery.a wrfdtydfW dooWWL State ofCo rdy�.ilonra ©V'a vl ) On ! bal= me.-Fevivl K Yte" /Vo 'U e-Jjt� Deb `n Here Anart Nwm and 7Ws of the personals appeared w, PL vAllarnew OfsW who proved to me an the basis of sabmlacfi evidence fo be the parson(s) whose nrra(w Were aubacnbed to the within irsinanaed and acknowledged to me that ha/ahw1hey meaRad the same in h'atherAhm aulho iasd cepacdy(s),mid that by hs/hrAhm rgruduaa(a)m the evibuanerd the pwmxa), or the entity upon b~of wlrch the persan(s)acted ex9cuted the iraburnonL 1 cwbty radar PENALTY OF PBULIRY u,der the Wm of the State of Califarnis Oua the foregoing paragraph is true and correct KEVIN CANNON " a Raatfr�rl ere F COMM...2134843 9 (] NOTARY PUBLIC•CALIFORNIA -1 sigmas rn ORANGE COUNTY W Sigrafure of Abtery Pabk my Term Exp.Dec.15.2019 PAeoe IVah"Sea'Above 0PFXWm Though the aecaon @ aphbral,oamptetinp the k*nrretion can dater aberebbn of the doamant or haudiknt watfachrnerd of this form to an wrnlwnded abcurnent Dsactiom of Attadad en! TrUs or Type of Domwmyt N v4 to: Nmtw of Pages: Sigar(e)O r Than Nrned Above: CepacftGaa)Clminmd by Signer(a) Slgare Mara: SgWs Name: ❑CQrPUFNb OWAMW—TNOW-. ❑C«aorale Officer—T*W"-- ❑Partner— ❑tinted ❑General ❑Pwtw— ❑Limited ❑Genera ❑lfxkvidual ❑Atbmey in Fad ❑Individral ❑Atkmisy in Fad ❑Trusfae ❑Guardian or Conservator ❑Tnmdm ❑Guardian or Cormrvator ❑COW. ❑01her. 9prar b Reprwrdinp: 9igar Is Flapreaon6rg: 02014 NWmwof Ndtry Aroeisbm•www.Mmbmmt of.ry_og-1-800-U3 NOTARY(4W476-M7) Ran f5007 720599.1 10 Revised: 218/16 EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance 720599A 11 Revised: 2/8/16 j� Regatta Solutions smer!Prover iHERMAX January 10th, 2027 Client: City of Palm Springs, CA Subject: Annual Supervision Monitoring Service for Thermax Vapor Absorption Chiller Model: EDGSOBTCU-S/ 18 Regatta Solutions is pleased to enclose herewith our offer for the Annual Supervision service contract for Thermax multi- energy vapor absorption chiller. Submitted to: Dan J Nava City of Palm Springs, CA 425 N. Civic Dr. 92262 Submitted by: Vijay Sharma Regatta Solutions Inc. 21722 Paseo Espada, Suite 901 San Juan Capistrano, CA 92675 271212 Pasco Espada.0 Suitc 901 •San Juan Capistrano,CA 4 92675.949A81-9670 / 2 Regatta Solutions Smart Power Table 1 Item Scope Price 1 3 quarterly and 1 annual supervision visit. $9,200.00 2 Consumables for routine preventive maintenance as needed $5,500.00 during the contract period (see 2a).—Optional 2a Consumables include: Corrosion inhibitor,Octyl alcohol,diaphragms and vacuum pump oil. 3 Tube brushing labor with Absorber&Condenser gaskets as By needed or Chemical If required. Customer Quarterly Service—3 Visits Per year 1. Review the operating logs and percentage load.Make recommendations as required. 2. Review operating instructions, maintenance procedures and any new recommendations with operations personnel. 3. Record the overall temperature,concentration and pressure readings on the chiller and any auxiliary equipment. 4. Check the PLC capacity control operation. Check the setting and functioning of all safety devices. S. Check the operation;actual current demand;and overload settings of canned pumps and motors and the vacuum pump. 6. Check critical set points of the chiller and communications/network interfaces. 7. Check control valve/3-way diverter damper and its operatiop. 8. Check storage tank for non-condensable gases and run the purge pump, if required. Change vacuum pump oil, if required. 9. Check specific gravity of refrigerant and run regeneration mode, if required. 10. Check for adequate corrosion inhibitor and heat transfer additive in the chiller. 11. Run chiller in de-crystallization or Heating mode, if required. 12. Includes two Lithium Bromide(Li Br) samples per year to analyze concentration and alkalinity. Reports with recommendations will be submitted as required. 13. Compare current and prior LiBr solution analyses and make recommendations as required. 14. Charge corrosion inhibitor and heat transfer additive (octyl alcohol), if required. 15. Review cooling water analysis history(make-up and circulating water) as maintained by customer and make recommendations as required. Regatta Solutions Confidential 1110/2017 Regatta Solutions small Power 16. Issue summary report detailing all observations and recommendations. Annual Service—1 Visit per year 1. Complete 16 items per the Quarterly Service listed above. 2. Review chilled water/cooling tower water analysis history(maintained by client). 3. Overhaul vacuum pump if required (client's scope). See table 1,item 4. 4. Analyze refrigerant water. 5. Inspect condition of cooling water tubes(also chilled water tubes if needed) and evaluate tube-cleaning requirement(headers will be opened and closed by contractor/clients scope). Any tube de-scaling/brushing required shall be client' scope. See item 3 in table 1. 6. Issue summary report detailing all observations and recommendations. Terms&Conditions 1. Each service visit shall be for a maximum duration of 1,8-hour day. The annual service visit shall be for a maximum duration of 2 consecutive workdays-8 hours per day. Additional time required during these visits shall be charged at the rate of is $150 per hour with a 4-hour minimum charge per EXHIBIT A. 2. The client is responsible for the proper daily operation and maintenance of the chiller. 3. The client shall provide reasonable material and labor assistance(skilled/unskilled) as required by Regatta. 4. The client will provide necessary parts or consumables, such as grease,oil,gaskets, sealants,lubricants, nuts& bolts, Nitrogen gas cylinders, hot water and any other spares/assistance required at site. S. Disposal of waste oils, solutions,gaskets, insulation, used parts and other materials generated during the service visits is the responsibility of the client. 6. Additional time spent during any of these visits as a result of non-availability of spare parts and/or consumables; inaccessibility of the chiller; unauthorized chiller modifications,or delay in making the chiller available shall be charged per the rates in Item 1 above. 7. The client is responsible for maintaining water quality per Thermax specifications and will provide water quality records to Regatta at each service visit. Improper water quality may damage or adversely affect the performance of the chiller. It is the responsibility of the client to take corrective action in this matter. Regatta shall not be responsible for any failure of the chiller caused by water quality problems. Regatta Solutions Confidential 1/1012017 / 4 Regatta Solutions smort Power Any visits to the client site in addition to the Three(3) quarterly service visits and one(1)annual Service visit shall be charged separately from this agreement per Exhibit A. Such work will be authorized by client via a separate Purchase Order, specifying the purpose of the visit and the authorized charges, including but not limited to travel, lodging,meals and hourly service rate. 8. The client shall provide unimpeded access to the chiller at the time of the service visit, including removal of any fixed obstruction such as a wall or roof.Suitable lifting arrangements,accessories, fixtures, etc. if required shall be provided by the client for overhauling, fitting and servicing the chiller. 9. Cleaning and/or filtration of LiBr solution and the cleaning, repair or replacement of any heat exchanger is not covered by this service contract. 10.Consistent with the purchase of this annual service contract the client recognizes, approves and takes complete responsibility for the potential interruption of the absorption chiller operation during service visits. Regatta will notify client of the need for any interruption of operations prior to or during service visits in order to allow mutually agreeable scheduling of such interruption. 11. Regatta reserves the right to withhold or discontinue service if payment is not made per the agreed terms. 12. Regatta is not liable for damage directly or indirectly caused by unauthorized repairs, inspection, adjustments,modifications or replacement made by the client, its employees and/or any individuals or contractors acting with or without the knowledge and approval of the client. 13.The client agrees that,when it is not practical to affect repairs at the site,equipment or parts may require shipment to Thermax or a site approved by Thermax for repair. The client shall be responsible for any costs related to the transport and repair except as may be covered under warranty. 14.These service visits do not include repair or replacement of components which have experienced normal and expected wear during routine operations. 15.This service visits do not cover,and Regatta takes no responsibility for, damages directly or indirectly related to support equipment and services,such as piping, pumps,air ducts,fuses,starters, circuit breakers,wiring,disconnect switches,water treatment,cleaning of water or flue tubes and emergency service. 16. Regatta is not liable for damages related to freezing,flooding,electrical surges or interruptions,wind, rain,earthquakes, lightning or other acts of nature. 17.Thermax/Regatta is not responsible for damages related to the intentional or unintentional acts of outside agents. 18. Modifications,replacements,alterations and/or revisions required by federal,state, municipal or local authorities or insurance companies after the absorption chiller has Regatta Solutions Confidential 1110/2017 / s Regatta Solutions Smart Power been purchased by the client are not covered by this service agreement and are the sole responsibility of the client. 19.These visits do not cover equipment inspections recommended or required by federal, state, municipal or local authorities or insurance companies. 20. in the event of change of ownership or location of the equipment without prior notice to Regatta, Regatta reserves the right to terminate the arrangement whereupon Regatta shall be relieved of all obligations. 21. Regatta shall not be liable for any consequential loss or damage to the client as a result of carrying out work under this arrangement or any delay in servicing and maintenance of the chiller because of accident,acts of god,strike or labor disputes, acts of terrorists, lockout, lack of available parts,materials,telephone/internet services or software programs, lack of transport to site,embargoes, riot, or civil commotion;or government, administrative or judicial order preventing Regatta from providing such service.The client shall not be entitled to recover any loss or damage resulting from any act of God, enemy action, natural hazards or any other cause beyond the control of Regatta. 22. Regatta shall not be liable for Injuries to persons or damage to property at site. 23.This arrangement is in effect for a period of 1 year from the date specified on the purchase order issued by client,upon acceptance by Regatta,and shall automatically terminate at the end of such period.Client has purchased this service agreement in its entirety and is not entitled to a refund for any unusued service visits regardless of cause. Regatta Solutions Confidential 1/1012017 *00 Regatta Solutions Smort Power REGATTA SOLUTIONS,INC. MASTER SERVICES AGREEMENT This Master Services Agreement,dated as of _,_(this"Agreement") is by and between Regatta Solutions,Inc.,a California corporation,its principal office at 27122 Paseo Espada #901, San Juan Capistrano, CA 92675, ("JeEatta") and a its principal office at ("Client"}. RECITALS A. Regatta is in the business of providing repair and installation services (the "Services")for generator systems,controls,accessories,and related products. B. Regatta desires to provide to Client, and Client desires to purchase from Regatta, certain Services as may be requested by Client from time to time pursuant to individual field service orders (the"Service Orders"). NOW,THEREFORE,in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows: AGREEMENT 1. Purchase and Sale. Subject to the terms and conditions of this Agreement, during the term,Regatta shall,on a non-exclusive basis,provide to Client,and Client shall, on a non-exclusive basis, purchase from Regatta, the Services requested in any given Service Order that is accepted by Regatta. 2. Order Procedure. a. Service Orders.Client shall initiate all Service Orders in written form via facsimile,e-mail or US mail and cause all Service Orders to contain the basic service order terms, including,scope of work, deliverables, fees, acceptance criteria, duration, staffing, roles, and change control processes.By placing a Service Order,Client makes an offer to purchase the Services pursuant to the terms and conditions of this Agreement, the basic service order terms, and on no other terms. Any variations made to the terms and conditions of this Agreement by Client in any Service Order are void and have no effect. Regatta Solutions Confidential 1110/2017 Regatta Solutions Smart Power b. Regatta's Right to Accept or Reject Service Order. Regatta has the right, in its sole discretion,to accept or reject any Service Order.Regatta may accept any Service Order by confirming the Service Order(whether by written confirmation, invoice or otherwise) or by performing the Services,whichever occurs first.No Service Order is binding on Regatta unless accepted by Regatta as provided in this Agreement. c. Cancellation of Individual Service Orders. I. Regatta may, without liability or penalty, cancel any Service Order if Regatta determines that Client is in violation of its payment obligations or is in breach of this Agreement. ii. Client may cancel any Service Order prior to performance of the services by written notice to Regatta of the cancellation of the Service Order. 3. prigs and Payment Terms. a. Prices. Pricing for the Services will be governed by the applicable Service Order in effect at the time of the Services. Non-warranty service will be billed as follows: (1) labor will be billed at the then effective standard rates on the attached Exhibit A: (ii) parts.will be billed at the then prevailing list price for Regatta parts; (III) travel expenses incurred in connection with the Services will be as set forth on Exhibit A: and (iv) an additional charge will be assessed if special tools or equipment are required to perform the Services. Regatta reserves the right to change its rates for Services and parts at any time and from time to time. b. Taxes.All prices are exclusive of all sales,use and excise taxes,and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Client Client shall be responsible for all such charges,costs and taxes. c. Payment of Invoices. Client shall pay all Invoiced amounts due to Regatta within thirty (30) days from the receipt of Regatta's invoice. Client shall pay interest on all late payments at the lesser of the rate of 1.5%per month or the highest rate permissible under applicable law, Regatta Solutions Confidential 1/10/2017 Regatta Solutions Smart Power d. calculated daily and compounded monthly. Client shall reimburse Regatta for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these terms or at law, Regatta shall be entitled to suspend the performance of any Services if Client fails to pay any amounts when due hereunder. Client shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Regatta, whether relating to Regatta's breach or otherwise. e. Address for Payments.All payments to Regatta should be mailed to the following address Regatta Solutions, Inc. Attention:Accounts Receivable Department 27122 Paseo Espada#901 San Juan Capistrano,CA 92675 Federal Tax ID: 26-4244463 4. Inspection and Reiection of Nonconforming Services. a. Inspection. Client shall inspect the Services performed within ten (10) days of receipt(the"Inspection Period").Client will be deemed to have accepted the Services unless it notifies Regatta in writing of any Nonconforming Services during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Regatta. "Nonconforming Services"means only Services performed that are different than identified in Client's Service Order. b. Remedies. If Client timely notifies Regatta of any Nonconforming Services,Regatta shall,in its sole discretion,(i)re-perform/repair such Nonconforming Services with conforming Services, or (ii) credit or refund the price for such Nonconforming Services.'If Regatta exercises its option to re-perform any Nonconforming Services, Regatta shall Regatta Solutions Confidential 1/10/2017 Regatta Solutions Smart Power perform such services at a tie mutually agreed upon by Regatta and Client c. Exclusive Remedies. Client acknowledges and agrees that the remedies set forth in this Section 4 are Client's exclusive remedies for the delivery of Nonconforming Services. 5. Title and Risk of Loss. As collateral security for the payment of the price of the Services, Client hereby grants to Regatta and its successors and assigns a lien on and security interest in and to all of the right,title and interest of Client in, to and under the equipment for which the Services are used,wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the California Uniform Commercial Code.Regatta may file a financing statement for such security interest and, upon Regatta's request, Client will execute such financing statements as may be necessary to evidence Regatta's security interest. 6. Client's Covenants. Client shall at all times comply with all laws applicable to this Agreement and Client's performance of its obligations hereunder.Without limiting the generality of the foregoing, Client shall (a) at its own expense, maintain all certifications, credentials, licenses and permits necessary to conduct its business relating to the running of the products used under the Services and (b) not engage in any activity or transaction involving the Services that violates any law. 7. Client's Representations and Warranties. Client represents and warrants to Regatta the following: a. it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required, except where the failure to be so qualified could not reasonably be expected to adversely affect Its ability to perform its obligations under this Agreement, Regatta Solutions Confidential I/10f2017 *06 ttl 00 Regatta Solutions Sm rl Power b. C. it has the full right,power and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement; d. the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary action of the Client; e. when executed and delivered by each of Regatta and Client, this Agreement will constitute the legal, valid and binding obligation of Client,enforceable against Client in accordance with its terms,except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors'rights generally or the effect of general principles of equity; f. it is in compliance with all applicable laws relating to this Agreement, the Services and the operation of its business; g. it is not insolvent,is paying all of its debts as they become due,and upon acceptance of the Services it will not be insolvent; h. it has obtained or will obtain all necessary licenses or permits for it to perform its obligations under this Agreement;and L all information Client has provided to Regatta, including financial information, is complete and accurate as of the date made, and shall continue to be so until the completion of the applicable Service Order. 8. Regatta's Representations and Warranties. Regatta represents and warrants to Client the following: a. it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required, except where the failure to be so qualified could not reasonably be expected to adversely affect its ability to perform its obligations under this Agreement; Regatta Solutions Confidential 1/10 2017 I I *00 Regatta Solutions Smarr Power b. it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement; c. the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of Regatta; and d. when executed and delivered by each of Regatta and Client, this Agreement will constitute the legal, valid and binding obligation of Regatta, enforceable against Regatta in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar Iaws and equitable principles related to or affecting creditors'rights generally or the effect of general principles of equity. 9. Service Warranties. a. Limited Warranty. Client's exclusive remedy is the correction of nonconformities of Services from the requirements of the Service Order. REGATTA WARRANTS THE PROVISION OF THE SERVICES TO BE FREE FROM DEFECT FOR NINETY (90) DAYS FOLLOWING THE DATE OF THE PROVISION OF SERVICES.IF ANY OF THE SERVICES ARE FOUND BY REGATTA TO BE DEFECTIVE, SUCH SERVICES WILL, AT REGATTA OPTION,BE RE-PROVIDED OR REFUNDED IN ACCORDANCE WITH SECTION 4(B) HEREOF. b. Disclaimer of Other Warranties. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND THOSE SET FORTH BELOW. REGATTA'S WARRANTY DOES NOT APPLY TO ANY SERVICED PRODUCTS WHICH HAVE BEEN SUBJECT TO MISUSE, MISHANDLING, MISAPPLICATION, NEGLECT (INCLUDING, BUT NOT LIMITED TO, IMPROPER MAINTENANCE) ACCIDENT, MODIFICATION, IMPROPER INSTALLATION, ADJUSTMENT OR REPAIR BY CLIENT OR ANY THIRD PARTY OR THE LIKE.ANY AFFIRMATION OF FACT OR PROMISE MADE BY REGATTA Regatta Solutions Confidential I110/2017 12 Regatta Solutions Smart Power c. SHALL NOT BE DEEMED TO CREATE AN EXPRESS WARRANTY THAT THE PRODUCTS SHALL CONFORM TO THE AFFIRMATION OR PROMISE,ANY DESCRIPTION OF THE SERVICES WHICH CONTAINS AN AFFIRMATION OF FACT OR PROMISE IS FOR THE SOLE PURPOSE OF IDENTIFYING SUCH SERVICES AND SHALL NOT BE DEEMED TO CREATE AN EXPRESS WARRANTY THAT THE SERVICES SHALL CONFORM TO THE DESCRIPTION. ANY SAMPLE OR MODEL IS FOR ILLUSTRATIVE PURPOSES ONLY AND SHALL NOT BE DEEMED TO CREATE AN EXPRESS WARRANTY THAT THE WHOLE OR THE PRODUCTS SHALL CONFORM TO THE SAMPLE OR MODEL, AND NO AFFIRMATION, PROMISE, DESCRIPTION, SAMPLE, OR MODEL SHALL BE DEEMED PART OF THE BASIS OF THE AGREEMENT BETWEEN THE PARTIES. OTHER THAN AS SPECIFICALLY PROVIDED ABOVE, REGATTA MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESSED OR IMPLIED, AS TO DESIGN, COMPLIANCE WITH WRITTEN SPECIFICATIONS, OPERATION, CONSTITUTION, INSTALLATION OR ACCEPTANCE OF THE SERVICES PERFORMED. d. Limitation of Liability. 1N NO EVENT SHALL REGATTA BE LIABLE TO CLIENT, WHETHER IN CONTRACT OR IN TORT, AND IRRESPECTIVE OF THE THEORY OF LIABILITY EMPLOYED (INCLUDING, WITHOUT LIMITATION,STRICT LIABILITY OR NEGLIGENCE) FOR LOST PROFITS OR REVENUES,LOSS OF USE,LOSS OF GOODWILL, LOSS OF BUSINESS, COST OF COVER, OR SIMILAR ECONOMIC LOSS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR REGATTA'S SERVICE OR PERFORMANCE OR NON- PERFORMANCE OF THIS AGREEMENT, OR FOR ANY CLAIM MADE AGAINST THE CLIENT BY ANY OTHER PARTY, EVEN IF REGATTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM. 1N NO EVENT SHALL REGATTA'S LIABILITY UNDER ANY CLAIM MADE BY THE CLIENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CLIENT TO REGATTA PURSUANT TO THE TERMS OF THE SERVICE ORDER THIS SECTION 9, AND TOGETHER WITH SECTION 4(B) SETS FORTH CLIENT'S SOLE REMEDY AND REGATTA'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 9(A) HEREOF. Regatta Solutions Confidential 1/10/2017 13 Regatta Solutions Smart Power 10.Indemnity. a. Client shall defend, save and hold Regatta harmless from and against any and all costs, damages, fees, losses, liabilities or expenses (including attorney's fees and related legal costs) (hereafter,a"Claim") arising from or relating to any acts or omissions of Client, or its directors, officers, agents, servants, employees or other representatives,or by any party engaged or retained by Client,relating to the performance or non-performance of any of Client's obligations under this Agreement, or under the terms of any Service Order associated herewith. b. Regatta shall defend, save and hold Client harmless from and against any and all Claims arising from or relating to any acts or omissions of Regatta, or its directors, officers,agents,servants, employees or other representatives, or by any party engaged or retained by Regatta, relating to the performance or non-performance of any of Regatta's obligations under this Agreement, or under the terms of any Service Order associated herewith. 11.Term:Termination. a. Term.This Agreement shall begin on the date first stated above and shall continue until terminated. Either party may terminate this Agreement for any reason,or no reason,by providing at least sixty (60) days prior written notice to the other party. b. Effect of Termination. Any notice of termination under this Agreement automatically operates as a cancellation of any Service Orders for Client that are scheduled for performance subsequent to the effective date of termination, whether or not any such Service Orders had been accepted by Regatta. c. Liability. Upon termination of this Agreement, each party shall not be liable to the other party for any damage of any kind (whether direct or indirect) incurred by the other party by reason of the termination of this Agreement.Termination of this Agreement will not constitute a waiver of either party's rights, remedies or defenses under this Agreement,at law, in equity or otherwise. Regatta Solutions Confidential 1/10/2017 I 14 Regatta Solutions Smorf Power 12. Dispute Resolution. All claims and/or disputes arising out of or in connection with this Agreement or any Service Order shall be settled by arbitration in Orange County, California. Such arbitration shall be governed by the Commercial Arbitration Rules of the American Arbitration Association or any other alternative dispute resolution provider, such as JAMS, as then in effect, and shall be heard before a single arbitrator chosen by counsel for Regatta and counsel for Client Said arbitrator shall issue written findings within twenty (20)business days after the conclusion of the arbitration hearing.Regatta and Client shall have the right to call witnesses and present evidence at such arbitration hearing, subject to the parameters determined and published in advance by the chosen arbitrator. Regatta and Client shall bear the costs of such arbitration equally, but said arbitrator shall have the ability to award reasonable attorney's fees and costs to the prevailing party. The decision rendered pursuant to said arbitration shall be enforceable in the appropriate Superior Court of the State of California,as provided in the California Code of Civil Procedure. 13.Confidential Information? 14.Miscellaneous. a. Interpretation of Terms and Provisions This Agreement is expressly limited to the terms of this Agreement and the basic terms contained in the applicable Service Order.The terms of this Agreement prevail over any terms or conditions contained in any other documentation and expressly exclude any of Client's general terms and conditions contained in any Service Order or other document issued by Client. In the event of any conflict between the terms of this Agreement and the terms of any Service Order or any other document issued by Client,the terms of this Agreement prevail. b. Governing Law. This Agreement,includingall applicable Service Orders are governed by, and construed in accordance with, the Laws of the State of California, United States of America, without regard to the conflict of laws provisions thereof to the extent such principles or Regatta Solutions Confidential 1/10/2017 1S Regatta Solutions Smart Power c. rules would require or permit the application of the Laws of any jurisdiction other than those of the State of California. d. Amendmentand Modification.No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. e. Successors and Assigns.This Agreement is binding on and inures to the benefit of the parties to this Agreement and their respective permitted successors and permitted assigns. f. Force Majeure. Regatta shall not be liable or responsible to Client, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement,when and to the extent such failure or delay is caused by or results from acts beyond the affected party's reasonable control, including,without limitation: (a)acts of God;(b)flood,fire,earthquake or explosion; (c)war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; Co action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. g. Entire Agreement. Other than any terms or provisions incorporated herein by reference,this Agreement constitutes the full contract by and between Regatta and Client,superseding all previous understandings, whether written or verbal, between them. Client hereby represents and acknowledges that Regatta has made no additional promises, not reflected herein, in order to entice or induce Client to enter into the transactions contemplated hereby. These terms prevail over any of Client's general terms and conditions of service regardless whether or when Client has submitted its Service Order or such terms.Fulfillment of Client's Service Order does not constitute acceptance of any of Client's terms and conditions and does not serve to modify or amend these terms. h. Waiver. The failure of either Party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement,or Regatta Solutions Confidential 1110/2017 Regatta Solutions Smart Paver I. the waiver of any breach of any of the terms and conditions of this Agreement,will not be construed as thereafter waiving any such terms and conditions,but the same will continue and remain in full force and effect as if no such forbearance or waiver had occurred. j. Severability. if any portion of this Agreement is deemed invalid or unenforceable, the invalid or unenforceable portion is considered severed from the Agreement and the remainder of the Agreement will remain in full force and effect k. Assignment: Client may not assign its rights or obligations under this Agreement without the prior written consent of Regatta. 1. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original,but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile,e-mail or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. [Signature Page(s)to Follow.] Regatta Solutions Confidential 1/1012017 EXHIBIT "A" SCHEDULE OF PERFORMANCE Thermax Multi-Energy Vapor Absorption Chiller Model EDG5013TCU-S/18 Annual supervision and Monitoring service to be performed before the 15th of each month on the following months/year for the Municipal Cogeneration Plant, located at 205 North El Cielo Road, Palm Springs, CA 92262 (location map of site on following page): July 2017 October 2017 January 2018 April 2018 720599.1 12 Revised: 218116 NORTH e � ♦ t a t > MUNICIPAL COGENERATION , s PLANT LOCATION MAP NO SCALE Municipal Cogeneration Plant Located at 205 North El Cielo Road, Palm Springs, CA 92262 EXHIBIT "B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) 720599J 13 Revised: 2/8/16 INSURANCE 1. Procurement and Maintenance of Insurance. Consultant shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Consultant shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scone of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00)per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: V required is not required; 4. Workers' Compensation insurance in the statutory amount as required b P rY q Y the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Consultant's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and 720599.i 14 Revised: 218116 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Consultant provides claims made professional liability insurance, Consultant shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Consultant's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Consultant's services under this Agreement. Consultant shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized b that insurer to bind coverage on its behalf. All roof of insurance is to be P Y g P received and approved by the City before work commences. City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or(2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. " or 'for any and all work performed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract Na" or 'for any and all work performed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 720599] 15 Revised: 2/8116 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Consultant guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 720599.1 16 Revised: 218116