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HomeMy WebLinkAboutA6757 - INTERACTIVE DESIGN CORP - FIELD INVESTIGATION OF EXISTING COND OF FIRE STATION #4 AMENDMENT NO. 5 TO PROFESSIONAL SERVICES AGREEMENT NO. 6757 WITH INTERACTIVE DESIGN CORPORATION FIRE STATION NO. 4 REHABILITATION CITY PROJECT NO. 15-25 The following articles of Agreement No. 6757 are hereby amended to read as follows: SECTION 3.1 Maximum contract amount is increased by $25,000 and the total amount of compensation is amended to $481,469. SECTION 4.4 Unless earlier terminated in accordance with Section 4.5 of Agreement No. 6757, this Agreement shall continue in full force and effect until December 31, 2019, unless extended by mutual written agreement of the parties. SCOPE OF SERVICES (Exhibit "A") - Exhibit"A" is amended as follows: Add the following additional scope of work to Phase VI —Construction Administration: 9. Field review and drawing coordinate for site work. 10. Review and coordinate on-site underground utilities. Redesign utilities to avoid conflicts with proposed relocation of mechanical equipment. 11. Review of shop drawings, field coordination, and evaluation of the City requested alternative design of metal cladding for existing glu-laminated beams. 12. Evaluate existing roof drains and propose alternative construction approaches. The Compensation identified on Exhibit"A" is hereby amended as follows: Compensation shall be hourly based upon the standard rates of the Architect and his Consultants, not to exceed $25,000 for the following phase of work: • Phase VI —Construction Administration $120,000 Total Contract amount is increased by$25;000 and amended to a total amount of$481,469. ORIGINAL BID ANDIOR AGREEMENT PURCHASE ORDER SUMMARY Purchase Order Number(s): 16-0418 Agreement Number: 6757 Original City Manager Approval: September 28, 2015 Original Contract Amount: $ 18,800 Amendment No. 1 $ 25,000 Amendment No. 2 $ 42,500 Amendment No. 3 $ 335,000 Amendment No. 4 $ 35,169 Amount of This Increase $ 25,000 Amended Total: $ 481,469 Account Number: 261-3600-59483 Except as specifically amended by this Amendment No. 5, all terms and provisions of Agreement No. 6757 remain in full force and effect. ATTEST: CITY OF PALM SPRINGS, a California charter city By: ( By: 6 Cit Cle rr City Manager APPROVED AS TO FORM: APPROVED BY CITY COUNCIL A&il 7 City Attorney CONSULTANT: Interactive Design Corporation Check one:_Individual_Partnership X Corporation Corporations require two notarized signatures: One signature must be from the Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer,Assistant Treasurer, or Chief Financial Officer). By: Notarized Signature of C air n of rd, President By: Notarized Signature Secretary, Asst. Secretary, or any Vice Presiden Aft t Treasurer, n p r Treasu freer,Asst.Treasurer or pfFiinran Name: 1'Z 70l�1 Name: Title: Pfi)16��D� Title: CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE §1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of Califor)n County of On before me, / Date Here Insert Name a Title of the Off dr personally appeared Na (s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the TERRI HINTZ laws of the State of California that the foregoing � NotaryPublic-California Z paragraph is true and correct. Riverside County a Commission;2202861 My Comm.Expires Jun26,2021 WITNESS m 7nd officia I. Signature �' Place Notary Seal and/or Stamp Above Signature of Notary ublic OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer—Title(s): ❑ Corporate Officer—Title(s): ❑ Partner— ❑ Limited ❑ General ❑ Partner— ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian of Conservator ❑ Trustee ❑ Guardian of Conservator ❑ Other: ❑ Other: Signer is Representing: Signer is Representing: ©2017 National Notary Association AMENDMENT NO. 4 TO PROFESSIONAL SERVICES AGREEMENT NO. 6757 WITH INTERACTIVE DESIGN CORPORATION FIRE STATION NO. 4 REHABILITATION CITY PROJECT NO. 15-25 The following articles of Agreement No. 6757 are hereby amended to read as follows: SECTION 3.1 Maximum contract amount is increased by $35,169 and the total amount of compensation is amended to $456,469. SCOPE OF SERVICES (Exhibit "A") - Exhibit "A" is amended as follows: Add the following additional scope of work to Phase IV — Design Development & Contract Documents: 2. Contract Documents k. IT/Data/Communications Systems 1. Document review and coordination for information technology including data, communications, access control, CCTV, seismic warning systems, radio and dispatch 2. Define scope and retain subject matter expert for Radio System 3. Define scope and retain subject matter expert for IT/Data System 4. Coordination and preparation of additional electrical plans 5. Preparation of construction documents and specifications 6. Six (6) meetings going forward with city staff and design consultants The Compensation identified on Exhibit "A" is hereby amended as follows: Compensation shall be hourly based upon the standard rates of the Architect and his Consultants, not to exceed $26,669 for the following phase of work: • Additional services related to Phase IV — Design Development & Contract Documents, IT/Data/Communications Systems; $26,669 Reimbursable for expenses shall be on an allowance, not to exceed $8,500. Total Contract amount is increased by $35,169 and amended to a total amount of$456,469. PURCHASE ORDER SUMMARY Purchase Order Number(s): 16-0418 Agreement Number: 6757 Original City Manager Approval: September 28, 2015 Original Contract Amount: $ 18,800 Amendment No. 1 $ 25,000 Amendment No. 2 $ 42,500 Amendment No. 3 $ 335,000 Amount of This Increase $ 35,169 Amended Total: $ 456,469 Account Number: 261-1395-54046 Except as specifically amended by this Amendment No. 4, all terms and provisions of Agreement No. 6757 remain in full force and effect. ATTEST: CITY OF PALM SPRINGS, a California charter city By: ` City lerk p��'By. ��1 City Manager APPR S TO FORM: APPROVED BY CITY COUNCIL S.C. It (5 t7 AWS1 Y City Attorney CONSULTANT: Interactive Design Corporation Check one:_Individual_Partnership X Corporation Corporations require two notarized signatures: One signature must be from the Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer). By: Notarized Signature of Chairman of Board, President By: Notarized Signature Secretary, Asst. Secretary, or any Vice President Treasurer,Asst.Treasurer or Chief Financial Officer Name: A� Name: C �� Title: Title: A��EO AP�RWpRK SEA P,CrACHEV N0� F / I l�� CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT (CALIFORNIA CIVIL CODE § 1189) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFO�/RNIA ) COUNTY OF kjye'S I& )/� I A , On NtlYP.wtber lliaUll before me, �JGfn'o-0- 1JC�/"4Dlw (Date) `r(Here Insert Name and Title of the Officer) personally appeared N:KL' 1 ,�• 7 D U. 4 who proved to me on the basis of satisfactory evidence to be the person whose name is are subscribed to the within instrument and acknowledged to me tha he he/they executed the same in his/fler/their authorized capacity(, and that by his�j er/their signatureM on the instrument the person(q, or the entity upon behalf of which the person(;-acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. JANICE BARTHOLOW Commission #2121165 Z .=e Notary Public-California z TNESS my hand and official seal. Z Riverside County My Comm. Expires Jul 27,2019 i nature of Notary Public (Notary Seal) ADDITIONAL OPTIONAL INFORMATION Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Additional Information: MMMMMMMMMMA revision date 01/01/2015 CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT (CALIFORNIA CIVIL CODE § 1189) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) COUNTYOF Rive►` ide } I `` 1�`� 1� On 1 601%6l9.211 before me, �JG,1� to �g4bk� I�Tu�'y 41Ja (Dote) (Here Insert Name and Title of the Officer) personally appeared 6. Mamx San q who proved to me on the basis of satisfactory evidence to be the person(*whose name is are subscrib d to the within instrument and acknowledged to me that he she hey executed the same in his her heir authorized capacity", and that by his her heir signature( on the instrument the person(,}, or the entity upon behalf of which the person(,) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. JANICE BARTHOLOW Commission#2121165 z ,-r Notary Public-California D WITNESS my hand and official seal. = Riverside County My Comm. Expires Jul 27,2019 Si oture of Notary Public (Notary Seal) ADDITIONAL OPTIONAL INFORMATION Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Additional Information: revision date 01/01/2015 A`C�RU� CERTIFICATE OF LIABILITY INSURANCE °QW0s2o e 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 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 net confer rights to the certificate holder in lieu of such andorsament(s). PRODUCER 011ie Hatch Jr CLRrrblow-acT 011ie Hatch Jr. Lic#OD10072 r°M FAX 9I:85ll E . StMFarm 6748 Brockton Ave. -011ie Omehatch cam JLRiverside,CA 92506 INSUREfl AFFORDING COVERAGE MAICF INSURER A;State Farm Fire and Casualty Compony Z5 143 INSURED INTERACTIVE DESIGN CORPORATION NSURERe: 199 S CIVIC OR STE 10 INSURER C: PALM SPRINGS CA 92262-7215 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POUCIES 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. ILTRNS I TYPE OF INSURANCE R rI POLIGYMUMBER POLICY ERPOLICY E70' UTAITS GENERAL UABRJTY01-1 CACI I OCCURRENCE S COMMERC44 GENERAL LIABILITY PREMISES P In.In.I S CWME41ADE OCCUR MEO EXP[Any one person) s PERSONALS ADVUUURY S GENERAL AGGREGATE s GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMFYOPAGG S POLICY PRO. LOG s AUTOMOM9 LIABILITY COMBI aEmlSINGLE LIMIT s ANYAUTO BODILY INJURY tPei persm) S ALLOWNED SCHEDLLE° AUTOS AUTOS BODILY INJURY(Pm acv0aml S NIX WNED PROPERTY DAMAGE HIRED AUTOS AUTO$ par Is IS UMISUILLA UAa UCCVR EACHOCCURRENCE ;S EXCESS UAa CLAIMS-MADE AGGREGATE !s DIED I I RETENTIONS Is A WORKERS COMPENSATON X WC STATV• DT11- ANDEMPLOYERS'LIAeLnY YIN 92-EL-A676-5 09101Q01T 09R)1r201B ANY PROPRIETCFWARTNEWEXECUTWE EL EACH ACCIDENT S 1.000.000 CFFICVA LASER EXCLUDED; El MI Y - / tMsMNarM MR) Y E.L.DISEASE-Fit EMPLOYEE S 1.000.000 If DESCRPTiQNQFO E.L.Q19 ASE-POLICY OMIT S 1.000.000 DESCRIPTION OF OPERATION e I LOCATIONS I VEHICLES tANarA ACORD 107,AOaieenel RNnarks 9eheCMN,it m spa"N rvwk d) CERTIFICATE HOLDER CANCELLATION City of Palm Springs SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3200 E.Tahquitz Canyon Way ACc D E WITH THE POLICY PROVISIONS. Palm Springs,CA 97263 Au 77771 (15 1989-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are rodiqt#ed marks of ACORD 1001486 132849.8 01-23-2013 PR98RFff1YE6 WEINGARTEN&HOUGH COMMER0141 PO BOX 1866 PALM SPRINGS,CA 92263 1-760-325-2526 Policy number: 08421278-9 Underwritten by: United Financial Cas Co February 2,2018 Page 1 of 2 Certificate of Insurance Certificate Holder ................................................................................................................................................................................................... Additional Insured CITY OF PALM SPRINGS 3200 E.TAHQUIT PALM SPRINGS,CA 92263 Insured Agent ......................................................................................................._ _.. ....._._.............................................,.............................. INTERACTIVE DESIGN CORP WEINGARTEN&HOUGH 199 S CIVIC DR#10 PO BOX 1866 PALM SPRINGS, CA 92262 PALM SPRINGS,CA 92263 This document certifies that insurance policies identified below have been issued by the designated insurer to the insured named above for the period(s)indicated. This Certificate is issued for information purposes only. It confers no rights upon the certificate holder and does not change,alter, modify, or extend the coverages afforded by the policies listed below. The coverages afforded by the policies listed below are subject to all the terms,exclusions, limitations,endorsements,and conditions of these policies. ............................................................................................................................................................................. Policy Effective Date: Jan 23,2018 Policy Expiration Date: Jan 23,2019 insurance coverage(s) Limits ......y inj.......op,ei.................................................................................................................................................... Bodily Injury/Property Damage $1,000,000 Combined Single Limit Uninsured/Underinsured Motorist $500,000 Combined Single Limit Description of Location/Vehicles/Special Items Scheduled autos only ............................................................................................................................................................................. 2013 TOYOTA PRIUS JTDKN3DUXD5628388 Medical Payments $5,000 Comprehensive $1,000 Ded Collision $1,000 Ded w/Waiver ............................................................................................................................................................................. 2014 ACURA BOX 518TB3H51EL006504 Medical Payments $5,000 Comprehensive $1,000 Ded Collision $1,000 Ded w/Waiver CITY OF PALM SPRINGS is a primary and non-contributory additional insured regardless of whether Holder is a named insured of any other policy. Conti nIn AC4O 02102/2018 m CERTIFICATE OF LIABILITY INSURANCE oAT 0m21 THIS CERTIFICATE 15 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: N the certificate holder is an ADDITIONAL INSURED,the 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 conrer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT Gloria Gonzales Weingarten&Hough PHONE (760)325-2526 FUC No: (760)122.5970 CA License No.0086642 E' AL 9Iona hinsurance com ADDRESS: P 0 Box 1866 INSURERIS AFFORDING COVERAGE MAR:f Palm Springs CA 92263 UISURERA: Ohio Security Insurance Company 24082 INSURED INSURER B: Interactive Design Corporation INSURER C: 199 S Civic Or a 10 INSURER D: INSURER E- Palm Springs CA 92262 INSURER F: COVERAGES CERTIFICATE NUMBER: 17118 GL maslarcen REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW NAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TOALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS IN SR TYPE OF INSURANCE ima POLICY NUMBER #AWDDIYYYY 141,11 POLICY XP UNITS LTR x COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000.000 DATO RENTED CLAIMS.At40E ®OCCUR PREMISES Eaccolnence S 2,000,000 MED EXP(Any me Personl $ 15,000 A Y BZS56159807 07124MI7 07/2412018 PERSONAL A ACV INJURY 3 2.000.000 GENT AGGREGATE LIMIT APPLIES PER: / GENERAL AGGREGATE S 4,000.000 POLICY❑PRI LOD ✓ PRODUCTS•COMPIOPAGO 3 4,000.000 OTHER: JECT3 AUTOMOBILE LIABILITY a &NdEO em SINGLE LIMIT 3 ANYAUTO BODILY INJURY(Per penm) 3 OWNED SCHEDULED BODILY INJURY(Per acciden) $ AUTOS ONLY AUTOS HIRED NON-OWNED 1 R AMA 3 AUTOS ONLY AUTOS ONLY P 'dent 3 UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESSUAB CW16IS•MADE AGGREGATE 3 020 RETENTION 3 s WORKERS COMPENSATION P AM ERµ AND EMPLOYERS UABLLRY YIN ANY PROPRIETORMARTNEWEXECUTNE ❑ NIA E.L.EACH ACCIDENT s OFFICEP/REMBER EXCLUDED? (Maldowy,In NHI E.L.DISEASE•EA EMPLOYEE 5 It yes,describe under DESCRIPTION OF OPERATIONS coot E.L.DISEASE-POLICY LIMIT 5 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Addidmal Remarks Schedule,may be attached If more space Is egWradi Certificate Holder City of Palm Springs,its Officials,Employees and agents are named as Add Donal Insured as respects General Liability as per Blanket All endorsement attached form RBP79960713-3Q1ay wraten notice of gan5lla0on. Primary,Non constributory applies per attached endorsement Torm Various Projects- CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THEASOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Pam Springs ACCORDANCE WITH THE POLICY PROVISIONS. 3200 E.Tahquitz Canyon Way AUTHORIZED PEPRESENTa7NE Pane Springs CA 92263 �,� .. ®1988.201SACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD ACORD CERTIFICATE OF LIABILITY INSURANCE °'T`w00"rc 17ano1e 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 INSURERS). AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is on ADDITIONAL INSURED,the poliay(les)must have ADDITIONAL INSURED provisions or be endorsed. It SUBROGATION 15 WANED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(&). PRODUCER �Me; Merle SWane Dealey,Renton&Associates PHONE u 199 S Los Robles Ave Ste 540 EMAIL F+10.62fi fig&1890 hPl: Pasadena.CA 91101 AOOR m5wancyagealeysenton.com License#0020739 INSURERtSI AFFORDING COVBIIA98 11A C e mumeRAI Na*aiots Insurance Compa_yrt ! 42307 ppun0 INTERDE51 URER E: interactive Design Corporation 199 S.Civic Drive#10 wsueeR c Palm Springs,CA 92262 INSURER 0: 760-323.4990 INSURER E. INSURER F COVERAGES CERTIFICATE NUMBER:144194928 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 REOUIREM£NT.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 15 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. L R ME OF INSURANCE t ---i 1 P r r R v r Y eaP LMns COMMERCUL OENVULUAMLrrY EACMOCCURRENCE 1 E TE CI.ARAS SIF MAOE I J GLLIm PR Y zamrtanml S MUD EXP(AM one Pananl S PERSONAL A ACV INJURY S GENL AGGREGATE UNIT APPLIES PER. GENERAL AGGREGATE S __POLICY 1 JEGT ' J LCC PRODUCTS-CCMPUOP AGO S COMBINED TNER, f 1 AIr10M0&LELIAMLOY W LIMIT S n ANY AUTO BODILY INJURY(Par Pmen1 1 OWNED SCNEOUlEO BODILY INJURY IF.,6 ml 1 AUTOS ONLY AUTOS HIRED —;NON-0WNEO pRAOPERTYOANAGE S AUTOS ONLY I_.+AUTOS ONLY S i I UMBRELLAUAR IiII 111 nESSLIAB TENn =LADE ! I I .YOREGATE oR MICE If WORNERSCOMPENSATION - INTA"TUTE N- AND EMPLOYERS'LIABILITY ANTPROPRETOMPARn@Rn!xECUIN£ Y❑ NIA EL EACHACCIOENT s OFFICEPJLIEMBER EXCLUDE07 (NLMMarY In NN1 EL.DISEASE•EA EAPLOYEEI S u dprION O OF F O DESCRIPTION PEMTIONSeabw ELDISEASE•POLICY LIMIT S A 1PMt"3WWb"Iy I ONIBOPLB30671IV 14*011 IMM19 $I== I'm C& 4 SI11 OPK� OESCRP otscFoPERATIONSILOCATIONS/VEHICLES(ACORD"1,AddMlonal Ramaraa Schadda,may In a9Achad 9 man awn b r"Uked) Re.Various Facility Improvement PTajects for the City of Palm Springs CERTIFICATE HOLDER CANCELLATION300a Notice SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED W ACCORDANCE WITH THE POLICY PROVISIONS. City Of Palm Springs 3200 E Tahquitz Canyon Way AUTHON7EDREPREYE11TATWE Palm Springs CA 92263 1- /D1988-201S ACORD CORPORATION. All rights reserved. ACORO 25(2016103) The ACORD name and logo are registered marks of ACORD WEINGARTEN&HOUGH `n99RETRY a PO BOX 1866 COMM-RC/AL PALM SPRINGS,CA 92263 "IT Y � �,LI`i S t v lq l¢46 Policy number: 08421278-9 2018 JAN 29 Q Underwritten by: 35 United Financial Cas Co UFFIC) 0@" TH CITYCLEFi, Insured: CITY Of PALM SPRING INTERACTIVE DESIGN CORP 3200 E.TAHQUIT January 24,2018 PALM SPRINGS,CA 92263 Policy Period:Jan 23,2018-Jan 23,2019 Mailing Address United Financial Cas Co PO Box 94739 Additional insured endorsement Cleveland,OH44101 1-800-444-4487 Name of Person or Organization For customer service, 24 hours a day, CITY OF PALM SPRING 7 days a week 3200 E.TAHQUIT PALM SPRINGS,CA 92263 The person or organization named above is an insured with respect to such liability coverage as is C t� cam, C afforded by the policy,but this insurance applies to said insured only as a person liable for the conduct of ` iw _ another insured and then only to the extent of that liability. We also agree with you that insurance � Y provided by this endorsement will be primary for any power unit specifically described on the Q� s Declarations Page. Limit of Liability Bodily Injury No;applicable [ Property Damage Not applicable Combined Liability $1,000,000 each accident All other terms,limits and provisions of this policy remain unchanged. This endorsement applies to Policy Number:08421278-9 Issued to(Name of Insured):INTERACTIVE DESIGN CORP Effective date of endorsement:01/23/2018 Policy expiration date: 01/23/2019 Form 1198(01104) AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT NO. 6757 WITH INTERACTIVE DESIGN CORPORATION FIRE STATION NO. 4 REHABILITATION CITY PROJECT NO. 15-25 The following articles of Agreement No. 6757 are hereby amended to read as follows: SECTION 3.1 Maximum contract amount is increased by $335,000 and the total amount of compensation is amended to $421,300. SECTION 4.4 Unless earlier terminated in accordance with Section 4.5 of Agreement No. 6757, this Agreement shall continue in full force and effect for a period of thirty-nine (39) months, ending on December 31, 2018. 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 performances set forth in Exhibit "A" (attached). 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. SCOPE OF SERVICES (Exhibit "A") - Exhibit "A" is amended as follows: Add the following Phases IV, V, and VI to the scope of work: Phase IV— Design Development& Contract Documents 1. Design Development Documents (retro-fit & addition) a. Consultation with original architect of record b. Preliminary development of structural, HVAC, plumbing and electrical systems in graphic format and prepare preliminary calculations to meet review agency criteria c. Prepare plans, building sections, details, schedules, and outline specifications for all elements of the building systems d. Update and confirm coordination between various building systems addressing sizing and elements of the systems, interface and interdependence of systems, compliance with Code(s), and clearances. 2. Contract Documents a. Final development of structural, HVAC, plumbing and electrical systems in graphic format and prepare final calculations to meet review agency criteria (CBC and related Codes) b. Architecture (retro-fit& addition): 1. Site and hardscape plan 2. Building floor plans and tie-in 3. Building roof plans and tie-in 4. Building sections and interior elevations 5. Building exterior elevations and tie-in 6. Details, wall sections and specialty equipment 7. Window, door, and finish schedules 8. Details, schedules and specifications c. Structure 1. Foundation plan (retro-fit& addition) 2. Roof framing plan (retro-fit & addition) 3. Lateral and vertical load analysis 4. Details, schedules and specifications ORIGINAL BID AND/OR AGREEMENT d. Mechanical Plans (retro-fit& addition) 1. Building HVAC floor plan 2. Building HVAC roof plan 3. Title 24 calculations 4. Apparatus bay ventilation and vehicle exhaust system 5. Details, schedules and specifications e. Plumbing Plans (retro-fit & addition) 1. Site plumbing plan (water meter, points of connection and distribution for domestic, fire suppression and irrigation) 2. Building plumbing plans (gas, water and waste) 3. Roof drainage system 4. Apparatus bay floor drain and separator 5. Water and waste demand calculations 6. Details, schedules and specifications f. Electrical Plans (retro-fit & addition) 1. Details, fixture schedules and diagrams 2. Building electrical plan (service entry and meter, switchgear and sub-panels for power and lighting) 3. Exterior lighting plans (landscape and security) 4. Emergency generator design and interface 5. Data/communication/dispatch systems pathways and equipment (coordination with Client IT consultant) 6. Building load calculations 7. Title 24 calculations 8. Details, schedules and specifications g. Fire Suppression Plans (retro-fit & addition) 1. Site plan (connection to water service) 2. Building fire suppression system plans 3. Fire suppression calculations 4. Details, schedules and specifications h. Preparation of Technical Specifications (Part IV of Special Provisions) i. Document review and coordination 1. In-house review 2. Peer review 3. Coordination with City's Consultants and their documents 4. Constructability and cost review by contractor 5. Project schedule and cost update j. Plan review/permit issuance 1. Plan review submittal and corrections 2. City staff 3. Planning department 4. Public works department 5. Fire department 6. Building and safety department Phase V- Bidding & Contract Negotiations 1. Participate in pre-bid job walk. 2. Respond to questions from bidders. 3. Issue addenda as needed. 4. Review bidder's proposals as part of bid qualification. Phase VI —Construction Administration 1. Participate in pre-construction meeting. 2. Review contractor schedule, shop drawings and submittals. 3. Perform Code-required job observation and comments. 4. Attend regular job-site meetings (weekly meetings over nine months— 50 weekly meetings). 5. Respond to contractor requests for information. 6. Review requests for change orders and process approved change orders. 7. Review pay requests. 8. Prepare record documents for building from contractor's mark-ups. The Compensation identified on Exhibit "A" is hereby amended as follows: Compensation shall be hourly based upon the standard rates of the Architect and his Consultants, not to exceed $330,000 for the following phases of work: Phase IV— Design Development & Contract Document; $217,000 • Phase V— Bidding & Contract Negotiations; $18,000 • Phase VI — Construction Administration; $95,000 Reimbursable for expenses shall be on an allowance, not to exceed $5,000. Total Contract amount is increased by $335,000 and amended to a total amount of$421,300. PURCHASE ORDER SUMMARY Purchase Order Number(s): 16-0418 Agreement Number: 6757 Original City Manager Approval: September 28, 2015 Original Contract Amount: $ 18,800 Amendment No. 1 $ 25,000 Amendment No. 2 $ 42,500 Amount of This Increase $ 335,000 Amended Total: $ 421,300 Account Number: 261-3600-59483 Except as specifically amended by this Amendment No. 3, all terms and provisions of Agreement No. 6757 remain in full force and effect. ATTEST: CITY OF PALM SPRINGS, a California charter city City Clerk By; City Manager APPROVEDO FORM: By APPROVED BY CITY COUNCIL CIyAttorney CONSUL ANT: Interactive Design Corporation 10 Check one:_Individual_Partnership X Corporation Corporations require two notarized signatures: One signature must be from the Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer). By: Notarized Signature of Chairman of Board, President By: Notarized Signature Secretary, Asst. Secretary, or any Vic residennt�yy J( Treasurer, D � y�ON t.Treasurer or Chief Financial Officer Name: / ' Name: Y�J Title: 1 ' (V Title: y� SEE ATTACHED NOTARY CERTIFICATE a �� CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT (CALIFORNIA CIVIL CODE § 1189) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) On OChl6iel °Zd�� before me, Melissa A. Boyce , Notary Public (Date) (Here Insert Name and Title of the Officer) personally appeared IJ• MAeiA SbA)� hA)6 eP Ue L- Yo bm_a who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s).i5/are subscribed to the within instrument and acknowledged to me that hef*e/they executed the same in hisff e /their authorized capacity(ies), and that byd*j{lier/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. - - - - - - - - - - - - M LUA A.Ill convoWITNESS my hand and official seal. y Mtn eido nis � _ Mottry l�uOSe•Cdifarnit � Riv tide County Gc. Comm.E 'ret ep 3.2018 Signotu a of Notary Public V (Notary Seal) ADDITIONAL OPTIONAL INFORMATION Description of Attached Document G 15 7 ��// /�-"� /� S'2KUr`(fs�1 fee/wed Title or Type of Document:�/f1eP h1d 3 7U/Weff)OJDocument Rate: I U-1 Number of Pages: A— Signer(s) Other Than Named Above: Additional Information: revision date 01/01/2015 SUNGARI) PENTAMATION - FUND ACCOUNTING MANAGER PAGE NUMBER: 1 DATE: 10/13/16 CITY OF PALM SPRINGS AUDIT21 TIME: 11:09:05 EXPENDITURE AUDIT TRAIL SELECTION CRITERIA: orgn.fund='261' expledgr.key_orgn=13600' and expledgr.account='59483' ACCOUNTING PERIODS: 1/17 THRU 4/17 SORTED BY: FUND,FUNCTION,DEPARTMENT,IST SUBTOTAL,2ND SUBTOTAL,ACCOUNT TOTALED ON: FUND,FUNCTION,DEPARTMENT,IST SUBTOTAL PAGE BREAKS ON: FUND,FUNCTION,DEPARTMENT FUND - 261 - CAPITAL PROJECTS DEPARTMENT - 3600 - FIRE IMPROVEMENTS ACCOUNT CUMULATIVE DATE T/C ENCUMBRANC REFERENCE VENDOR BUDGET EXPENDITURES ENCUMBRANCES DESCRIPTION BALANCE 59483 FIRE STATION #4 REPAIR 261-20-3600-3600 - FIRE IMPROVEMENTS 59483 FIRE STATION #4 REPAIR .00 .00 .00 BEGINNING BALANCE 07/01/16 13-1 478,300.00 CONT APPR BUD ADJ 7/1-2 07/O1/16 13-1 79,200.00 PRIOR YR ENCUM-CD161128 07/01/16 13-1 32,327.00 PRIOR YR ENCUM-00160418 07/01/16 11-1 700,000.00 POSTED FROM BUDGET SYSTEM 07/01/16 17-1 00160418-01 04160 INTERACTIVE DESI 32,327.00 ENC CARRY FRWRD-00160418 07/01/16 17-1 00161128-01 24251 JANUS CORPORATIO 79,200.00 ENC CARRY FRWRD-00161126 O8/15/16 17-2 00170396-01 04790 COMSERCO 2,835.00 MOVE STA 4 08/18/16 21-2 00161128-01 1087310 P4251 JANUS CORPORATIO 75,240.00 -75,240.00 16-1128 #1 CP 15-25 08/18/16 18-2 00170066-01 97287 SOUTHWEST PLUMBS 1,445.00 BPO 16 17 08/19/16 19-2 PR081916 488.36 261 00/25/16 21-2 00170396-01 1087384 04790 COMSERCO 2,835.00 -2,835.00 MOVE STA 4 09/02/16 19-3 PR090216 450.09 261 09/14/16 18-3 00161128-01 P4251 JANUS CORPORATIO 5,460.00 CP 15-25 FIRE STATION 09/14/16 18-3 00161128-01 P4251 JANUS CORPORATIO -3,960.00 CP 15-25 FIRE STATION 09/16/16 19-3 PR091616 131.34 261 09/22/16 21-3 00160418-01 1087908 04160 INTERACTIVE DESI 2,836.75 -2,836.75 ARCHITECTURAL ➢ESIGN 09/29/16 21-3 00161128-01 1088083 P4251 JANUS CORPORATIO 1,500.00 -1,500.00 16-1128 #2 CP 15-25 09/30/16 19-3 PR093016 259.51 261 TOTAL FIRE STATION 44 REPAIR 1,289,827.00 83,741.05 34,895.25 1,171,190.70 TOTAL 1ST SUBTOTAL - CAPITAL 1,289,827.00 83,741.05 34,895.25 1,171,190.70 TOTAL DEPARTMENT - FIRE IMPROVEMENTS 1,289,827.00 83,741.05 34,895.25 1,171,190.70 TOTAL FUNCTION - PUBLIC SAFETY 1,289,827.00 83,741.05 34,895.25 1,171,190.70 TOTAL FUND - CAPITAL PROJECTS 1,269,827.00 83,741.05 34,895.25 1,171,190.70 TOTAL REPORT 1,289,827.00 83,741.05 34,895.25 1,171,190.70 * THERE IS A NOTE ASSOCIATED WITH THIS TRANSACTION AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT NO. 6757 WITH INTERACTIVE DESIGN CORPORATION FIRE STATION NO. 4 REHABILITATION CITY PROJECT NO. 15-25 The following articles of Agreement No. 6757 are hereby amended to read as follows: SECTION 3.1 Maximum contract amount is increased by $42,500, and the total amount of compensation is amended to $86,300. SCOPE OF SERVICES (Exhibit "A") - Exhibit "A" is amended as follows: Add the following Phase III scope of work: Phase III —Programming & Schematic Design 1. Programming a. Review functions and adjacencies with Fire staff b. Review building systems with City maintenance C. Review building systems with City's consultants d. Determine relevant codes 2. Retrofit and remediation a. Document existing conditions following Abatement b. Research alternative long-term solutions to existing failed systems (roof drainage, grease/sand separator, building sanitary sewer, exterior water damage and deterioration), landscape metering, and irrigation 3. Schematic Design a. Site review: access, parking, drainage and storm water management b. Site design: Addition location and site modification (drainage, paving) c. Building design: envelope, floor plan, building systems d. IT specialties: integration of data/communications/security systems e. Emergency generator parameters f. Code update requirements: energy efficiency seismic, gear decontamination g. Coordination with City's consultants h. Preliminary schedule and estimate i. Peer review: current best-practices for fire station design 4. Schematic Design presentation a. City and fire department staff b. City Council 5. City Major Architectural Application a. Planning Department exhibits b. Presentation at Architectural Advisory Committee and Planning Commission The Compensation identified on Exhibit"A" is hereby amended as follows: Compensation for Phase III — Programming and Schematic Design shall be hourly based upon the standard rates of the Architect and his Consultants, not to exceed $42,500. Total Contract amount is increased by$42,500 and amended to a total amount of$86,300. ORIGINAL BID AND/OR AGREEMENT PURCHASE ORDER SUMMARY Purchase Order Number(s): 16-0418 Agreement Number: 6757 Original City Manager Approval: June 22, 2010 Original Contract Amount: $ 18,800 Amendment No. 1 $ 25,000 Amount of This Increase $ 42,500 Amended Total: $ 86,300 Account Number: 001-3600-59483 Except as specifically amended by this Amendment No. 2, all terms and provisions of Agreement No. 6757 remain in full force and effect. ATTEST: CITY OF PALM SPRINGS, a California charter city City Clerk B /� City Manager APPROVED S O FORM: By APPROVED BY CITY COUNCIL i ttomey CONSULT NT: Interactive Design Corporation Check one:_Individual_Partnership X Corporation Corporations require two notarized signatures: One signature must be from the Chairman of Board. President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer). By: Notarized Signature of Chairman of Board, President By: Notarized Signature Secretary, Asst. Secretary, or any Vice President Treasurer,Asst. easurer or Chief Financial Officer Name: / Name: Title: Pm[ ��y Title: Fl, IWIA 0/qf �� �� Certificate of Acknowledgement of Notary Public A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California, County of Riverside - On J ;' J� before me Richard W Martin Notary Public, personally appeared,6�t7"Ivz/ q C U y0 LI/�J �r who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. 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. Z Signature of Notary HICHANO W.MARTIN COMM I, Me t 1993192 i _ Wary Publit.Ca91wMa x Rivera Me CMUMY M CM.Ex IOa Nov 2.2016 SUNGARD PENTAMATION - FUND ACCOUNTING MANAGER PAGE NUMBER: 1 DATE: 05/19/16 CITY OF PALM SPRINGS EXPSTAII TIME: 11:37:50 EXPENDITURE STATUS REPORT SELECTION CRITERIA: orgn.fund='261' and expledgr.key_crgn='3600' and expledgr.account=159483' ACCOUNTING PERIOD: 11/16 SORTED BY: FUND,FUNCTION,DEPARTMENT,IST SU9TOTAL,2ND SUBTOTAL,ACCOUNT TOTALED ON: FUND,FUNCTION,DEPARTMENT,IST SUBTOTAL PAGE BREAKS ON: FUND,FUNCTION,➢EPARTMENT FUN➢-261 CAPITAL PROJECTS FUNCTION-20 PUBLIC SAFETY DEPARTMENT-3600 FIRE IMPROVEMENTS 1ST SUBTOTAL-5000 CAPITAL PERIOD ENCUMBRANCES YEAR TO DATE AVAILABLE YT➢/ ACCOUNT - - - - - TITLE - - - - - BUDGET EXPEN➢ITURES OUTSTANDING EXP BALANCE BUD 59483 FIRE STATION #4 REPAIR 600,000.00 .00 .00 .00 600,000.00 .00 TOTAL CAPITAL 600,000.00 .00 .00 .00 600,000.00 .00 TOTAL FIRE IMPROVEMENTS 600,000.00 .00 ,00 .00 600,000.00 .00 TOTAL PUBLIC SAFETY 600,000.00 .00 .00 .00 600,000.00 .00 TOTAL CAPITAL PROJECTS 600,000.00 .00 .00 .00 600,000.00 .00 TOTAL REPORT 600,000.00 .00 .00 .00 600,000.00 .00 AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT NO. 6757 WITH INTERACTIVE DESIGN CORPORATION FIRE STATION NO. 4 REHABILITATION CITY PROJECT NO. 15-25 The following articles of Agreement No. 6757 are hereby amended to read as follows: SECTION 3.1 Maximum contract amount is increased by $25,000, and the total amount of compensation is amended to $43,800. SCOPE OF SERVICES (Exhibit"A") - Exhibit "A" is amended as follows: Add the following Phase II scope of work: Phase 11—Preparation of Abatement Specifications Preparation of contract specifications and exhibits as necessary to obtain public bids for removal of all interior improvements, including removal of drywall, all existing ductwork, and insulation. The Compensation identified on Exhibit"A" is hereby amended as follows: Compensation for Phase II — Preparation of Abatement Specifications shall be hourly based upon the standard rates of the Architect and his Consultants, not to exceed $25,000. Total Contract amount is increased by $25,000 and amended to a total amount of$43,800. PURCHASE ORDER SUMMARY Purchase Order Numbegs): 16-0418 Agreement Number: 6757 Original City Manager Approval: June 22, 2010 Original Contract Amount: $ 18,800 Amount of Prior Increases $ 0 Amount of This Increase $ 25,000 Amended Total: $ 43,800 Account Number: 001-3520-59483 ORIGINAL BID ANDIOR AGREEMENT Except as specifically amended by this Amendment No. 1, all terms and provisions of Agreement No. 6757 remain in full force and effect. ATTEST: CITY OF PALM SPRINGS, a California charter ci City Clerk Y 1,„�i tw City Manager APPROVE TO FORM: ,uq'I�"�1' APPROVED BY CITY COUNCIL By ll• .1� aF Ab15't ity Xtiorney, CONSU/TANT: Interactive Design Corporation Check one:_Individual_Partnership X Corporation Corporations require two notarized signatures: One signature must be from the Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer). By: Notarized Signature of Chairman of Board, President By: Notarized Signature Secretary, Asst. Secretary, or any Vice President Treasurer,Asst.Treasurer or Chief Financial Officer Name: Name: f// •'�n'�}-��� Title: Title: CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of Calif rnia ) County of .1 On LV,tik_&- before me, NJrij( Aa_ 'V'yltnGti/ •IrU �� 1{�� �utiL�_ Date QQ �t T (�1Here Insert N me and Title of the Officer personally appeared 1�-`,VU _L tl �t)JYt c J Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that #tePshe/they executed the same in hisfW /their authorized capacity(ies), and that by4isH9er/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. MARYANNE KREIZINGER BROWN commission# 1997986 WITNESS my hand and official seal. a -a Notary Public-California i!F• a• Riverside County My Comm.Expires Dec 9.2016 ' Signature Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document q '6 Mk vi o Title or Type of Document: kiLZ" IL I IU Yiu} SancL' Document Date: Number of Pages: 2 Signer(s) Other Than Named Above: o- CA✓� Capacity(ies) ClaiAn�,�e�d by Signer(s) �,� Signer's Name: lf- tAAQ ♦�. �ItiJhI Signer's Name: K-1104 -� , 4 G Corporate Officer — Title(s): P4,Corporate Officer — Title(s): S Partner — ❑ Limited ❑ General El Partner — ❑ Limited ❑ General 11 ❑ Individual ❑Attorney in Fact ❑ Individual ❑Attorney in Fact ❑Trustee ❑ Guardian or Conservator ❑Trustee ❑ Guardian or Conservator ❑Other: ❑ Other: Signer Is Representing: 14,> Signerjs Representing: t�fitrOt j r {�cai� 02014 National Notary Association -www.NationaiNotary.org - 1-800-US NOTARY(1-800-876-6827) Item #59D7 CONSULTING SERVICES AGREEMENT FOR FIELD INVESTIGATION OF EXISTING CONDITION OF FIRE STATION NOA WITH INTERACTIVE DESIGN CORPORATION THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered into on AA , 2015, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Interactive Design Corporation, a California Corporation, ("Consultant"). City and Consultant are individually referred to as "Parry" and are collectively referred to as the "Parties". RECITALS A. City requires the services of a professional architect firm, for review and evaluation of existing condition of Fire Station No. 4, ("Project"). B. Consultant has submitted to City a proposal to provide Architectural Services, 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 civil engineering design 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 compensation. 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. 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 performance of the services required by this Agreement. Revised:6/16110 720599.1 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$18,800. 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 Chanties. 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. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 2 Revised:6/16110 720599.1 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 from the date of this agreement is fully executed by the City and ending on December 31, 2016, 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: John L. Sanborn, Vice President. 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. 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 3 Redsed:6116/10 720599J 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 Auainst 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: Reuel A. Young Principal Architect and President 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 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, 4 Revised:6/16110 720599.1 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 Desian 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 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. 5 Revised:6/16/10 720599.1 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 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. 6 Revised:6/16/10 720599.1 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall 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 Ri2hts 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 Le¢al 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. No officer or employee of the City shall have any direct or indirect financial interest in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects their financial interest or the financial interest of any corporation, partnership, or association in which he/she is, directly or indirectly, interested in violation of any state statute or regulation. Consultant warrants that Consultant 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, national origin, or ancestry. 11. MISCELLANEOUS PROVISIONS 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 7 Revised:6116110 720599.1 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: Interactive Design Corporation Attn: Reuel A. Young 199 Civic Dr., Suite 10 Telephone: (760) 323-4990 E-mail: reuel@interactivedesigncorp.com 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. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. g Revised:6/16/10 7209721 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 BY CITY MANAGER Y•- , nka. 1`b�o0% 1�1�11 APPROVED AS TO FORM: ATTEST By: 4,10 0 di ZI ByR Dou las C. Ho and, Ames Thompson, Y i City Attorney ./City Clerk "CONSULTANT" Interactive Design Corporation AEU6L-14 - I JAJy Date: By NN me Title Date: N me UIcE • PW(P1 VF- Title r''c:t 'lo Exceed $ ad 1'1" !t out The Express 4=.'ritfei? ll horization R 1:ager y Revised:6A 6A0 720199 1 \ A notary public or other office completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that dnmfinenf CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of Cafifomifs County of—1 SLb' p On 2i0t< before me, �1(f -_..�1.1.�r, I�f�«t '� P✓tip � fk personally appeared 4 nUA.G rbriNei a asante who proved to me on the basis of satisfactory evidence to be the person(e) whose name(a)Wass subscribed to the within Instrument and acknowledged to me that MARYANNE I(REIZINGER-BROWN he(� Rt eflihey executed the same in hisestreirauUwdzed Commission# 1997986 caPacityfsig), and that by his/heAheir sigr"ie(e) on the z hrstnrmem to person(a), or the entity upon behaff of v Notary Public.California z > which the person(e)acted,executed the instrument. Riverside County My Comm.Expires Dec 9,2016 r I certdy under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph Is true and coned. pp�WITNESS myy hand r1d official seal. am.wu�sev mo.. Signature ,��1p/��oo o d OPTIONAL ..Though ire dKameapn bevow is not 10'whad by 4wc It� prow wlueble w paeans ra"W on the Document end awed pwwnr rreddeenxremowi ae(reeeadarenr of NO,loan to errodrer dpnenerw Description of Attached Dowmerd 1 TUleor Typeof Document:I-. 1. jt�, S � U-s-fUt arn�I.� Document Date: a (0 l� n' h N1un ber of Pages: Signers)Other Than Named Above: Y`f'�S7h- Capecity(les)Chilimed,,by Silgnl1er(s) Signer's Name:_-4U4 1.-j0 p" Signer's Name:-- 0 Individual O ^ -,InchfCorporate �-Corporals OUlcer—TIUe(s): r 4 "i Congeals Oliksr—Titb(sl: ❑ Partner—❑limited O General D Partner—❑limited U General L] Aftor ey in Fact A Attomey in Fed U Trustee roc of moms ne, 7 Trustee top of soma Hare U Guardian or Conservvlor :1 Guardian or Conaervetor O Other. _1 Other:_.__ ._._ Signer is sepf seating:_. .- Signer Is Represenfing: L iStgti _ r or PSW'l eara�al rlo4ry PeeMMm.,95043ab b-.eO.Ber 4IQl.Clele,ortl,G Y1913MIN.vrrvcfiMsllofwY.uO Xwn f'.&D'r neade:CarRW,sieeneMM2r 10 Revised:6/16/10 720599 1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy, or validity of that document. State of California ) Count"yof/�tJr/St/�C� ) ,/ On .��J6r /k l s before me, ��nl �C �q27 Date ,pp ( Here Insert Name and Title of the O icer personally appeared O- Marla— �XrY74 e(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person whose name is/w4 sugqscribed to the within instrument and acknowledged to me that /she/tlXY executed the same in Y}iS/her/thprr authorized capacity(i ), and that byWher/thgrr signature on the instrument the person, or the entity upon behalf of which the person) Acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph JENNIFER LEE NELSON is true and correct. owmWSIN 0 2096M WITNESS my hand and official seal. Nou ry Pubic-ColNomla RlvwolAe County Comm =ion 13 2019+ Signature S' nature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Descriptio ttached Document Title or Type of Do nt: Document Date: Number of Pages: r(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: LJ Corporate Officer — Title(s): ❑ orate Officer — Title(s): Partner — ❑ Limited ❑ General ❑ Partner ❑ Limited ❑General 71 Individual ❑Attorney in Fact ❑ Individual Attorney in Fact ❑Trustee ❑ Guardian or Conservator ❑Trustee ❑ than or Conservator ❑ Other: ❑ Other: Signer Is Representing: Signer Is Representing: 02014 National Notary Association •www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item #5907 EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICES/WORK Including, Schedule of Compensation And Schedule of Performance Revised:6f16M0 P_0599.1 Scope of Project Have the existing conditions of Fire Station No. 4 relating to water damage, termite damage, sewer drainage, and structural conditions investigated and remediation options presented. Scope of Services The work to be done by the Architect and his consultants will follow these stages: Phase I: Investigation Research of Building Review existing information including: original Construction Documents, repair reports and documents, material and air quality testing reports, and any and all other information related to current conditions, historic conditions and repairs, and maintenance reports. Conduct field investigation of building as it is, including the areas where City maintenance staff has recently removed and replaced drywall. Review roof and exterior detailing and damage. Review original structural design and existing conditions of structural components. Identify areas/locations with the building for selective demolition to reveal underlying conditions. Code context Meeting with Chief Building Official to review how current Code may impact remedial work. Preliminary assessment and report Document existing conditions with field observation and notes, photographs and sketch/details. Prepare initial outline report of findings and identify areas and issues needing further investigation and/or testing which may include the following: (1) Further air quality testing (2) Mold and water damage investigation and testing (3) Other health-compromising conditions (4) Structural member investigation (5) Sewer system function Draft report and documents Prepare an illustrated report to identify areas requiring work (remediation/repair/replacement)with proposed preliminary scopes of work to address problems areas. CONSULTANT SERVICES (Included under this Agreement) Structural Engineer SERVICES NOT INCLUDED UNDER THIS PROPOSAL,but may be Required for the Project 12 Revised:6116110 720599.1 The following consultants may be required for this Project. The City will contract with them directly: Civil Engineering Existing site survey—horizontal and vertical controls Site drainage Sewer system Materials testing Hazardous materials testing COMPENSATION(Compensation shall be hourly based upon the standard rates of the Architect and his Consultants) PHASE I: Investigation not to exceed $18,000 Rate Schedule Principal $145 Architect $120 CADD $85 Administrative Assistant $55 Out-of-pocket expenses incurred by the design team which are related to the project, such as reproduction costs (i.e.photocopying and blueprinting), telephone expenses, facsimiles, shipping and postage, photographs, etc., will be included in the monthly billing at 1.10 times the architect's cost. Travel outside of Coachella Valley will be billed at 56¢per mile. Estimated reimbursable expenses for Phase I is Eight Hundred Dollars($800). Total Contract $18,800.00 13 Remsed:6/16/10 720599.1 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) 14 Revised:61l6/10 7205991 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 Scope 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: X required is not required; 4. Workers' Compensation insurance in the statutory amount as required by 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 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 15 Revised:6/16110 720599.1 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 by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require 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. 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. 16 Revised:6118110 720599A 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. 17 Revised:6116/10 720599_1 6 IM k q :l. INTEDES-OYa"s "— - L DAT118/DD/Y 118/2023 3 A� CERTIFICATE OF LIABILITY INSURANCE 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 1NSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: ff the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. N SUBROGATION IS WANED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rightsto the certificate holder In lieu of such endomement(s). PRODUCER NrEACT Weingarten 8 Hough, Inc. RECEIVEDC 41602 Indian Trail Rancho Mirage, CA 92270 FEB 2 3 2023 PNONE FAX MC, No, Ed): 760 325-2526 (FAX, No): 760) 322-6970 INS RE S AFFORDING COVERAGE NAIL# A: Ohio Security Insurance Company 24082 —riin'INSURER INSURED Reception Desk Interactive Design Corporation 199 S. Civic Dr., INSURER B INSURER C : INSURER D: Suite #10 Palm Springs, CA 92262 INSURER E: INSURER F: COVLKAGES CERTIFICATE NUMBER: REVIS N IW 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 NTH 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. ILm NSR TYPE OF INSURANCE ADDL imvnm sue POLICY NUMBER POLICY EFF POLICY EXP LIMBS A X COMMERCIALGENERALUABILITY CLAIMS -MADE ❑X OCCUR X X BZS66159807 7/24/2022 7/24/2023 EACH OCCURRENCE S 2,000,000 DAMAGE TO RENTED 2,000,000 MED EXP . 15,000 PERSONAL S ADV INJURY 2,000,000 GENERAL AGGREGATE 4,000,000 GEN'L AGGREGATE OMIT APPLIES PER POLICY❑ja LOC PRODUCTS -COMPtOPAGG S 2,000,000 OTHER: A AUTOYOMLE IJABILnY COMBINED SINGLE LIMIT 1,000,000 BODILY INJURY PerParson) ANY AUTO OWNED SCHEDULED AUTOS ONLY XAUpTNOpSW,NEp AUTOS ONLY X V O$ pNLY BASSSIS9807 1/31/2023 1/31/2024 BODILY INJURY Per accident X PRO 1 IMAGE UMBRELLA LIAR EXCESS LIAB OCCUR CLAIMSAMADE EACH OCCURRENCE AGGREGATE DIED RETENTIONS WDRNERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETgO�RgIPARTNEIVEXECIITIVE OFN�EI� NR) EXCLUDED' NIA PER OTH- E.L. EACH ACCIDENT S EL DISEASE -EA EMPLOYE S ayee 0exoibe und- DESCRIPTIONOF OPERATXRISbebw E.1- DISEASE -PODGY LIMIT S DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES IACORD 101, Additional Remarks Schadula, may W attached N moo apace Is nquirM) Certificate Holder City of Palm Springs, its Officials, Employees and agents are named as Additional Insured as respects General Liability as per Blanket AO endorsement attached form •BPO4480713 30 day written notice of cancellation. Primary, Non constributory applies per attached endorsement form #BP04970106 Various Projects-; City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92263 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE �-�-�-r W Isss-ZUT5 ACOHD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CER1 tr1CATE OF LIABILITY INSUR.a.CE DATE IMMRIDIYYYY) 01 /6/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) 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 this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER RECEIVED CONTACT NAME: Deborah Sanders _ FAX State Farm Deborah Sanders PHOJAXNE Ev): 951-684-8822 ¢VC,No): _ 67488mckton Avenue FEB 2 3 2023 Ens - -- INSURER(9) AFFORDING COVERAGE NM s Riverside City Hail CA 925063022 INSURER A: State Farm General Insurance Company 25151 INSURED __. _—......_ _ ecep On _..__ INSURER B: _ EPITOME INSURANCE SOLUTIONS INC INSURERC: PMB 369 420 N MCIUNLEY ST STE 111 INSURER D: INSURER E CORONA CA 9287MS04 INSURER F: COVFRAr r.S rFRTTFICATF MI IYRFR• DFUIelinu MI WGFD- 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. INSR LTR TYPE OF INSURANCE AGO INSD SUB _1500iPOLICY EXP WVD POLICY NUMBER IMWDDIYYYY Mavoori LIMBS X _ COMMERCIAL GENERAL U&BU Y' EACH OCCURRENCE S 1000000 CLAIMS -MADE X OCCUR DAMAGE SE TO RENTED S 300000 S 5000 MED EXP (Any one Person) A 92-BE-P314-5 12/15/2022 12/15/2023 PERSONAL SAWIMAM 61000D00 S 20000M GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE j -.I PRO- LOC PODGY L JECTPRO- ..PRODUCTS-COMP/OPAGG S 2000DOO S OTHER AUTOMOBILE LIABILITY COM ININ L LIMIT (Ea accident) 3 ANY AUTO OWNED SCHEDULED BODILY INJURY (Per person) g _ ill AUTOS ONLY AUTOS BODILY INJURY (Per accioenp S HIRED NON -OWNED AUTOS ONLY AUTOS ONLY (Per acdderlG S S UMBRELLA LIB OCCUR EACH OCCURRENCE $ _-- EXCESS LLIB CLNMS4AADE AGGREGATE S OED 71RIETENTION S $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORPARTNEREXECUTIVE YIN OFFICERIMEMBER EXCLUDED, DN/A PER OTH- STATU S E.L. EACH ACCIDENT S - (MandetorylnNH) If yea, describe under_...- E.L. DISEASE - EA EMPLOYE S DESCRIPRON OF OPERATIONS below E.L. DISEASE -POLICY LIMIT S DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, AddMonal Remarea Schedule, may be attached If mac spars Is requlredl CFRTIFICATF Nnl nFR rAIJr❑I I ATInIU In 11— rd..n..e ..,lu r.e ---..- L..la... SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Of Palm Springs ACCORDANCE WITH THE POLICY PROVISIONS, 3601 E. Mesquite Ave AUTHORIZED REPRESENTATIVE Palm Springs CA 92264 This III was system-ganso ed on January6, 20 , 1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD 1001486 2 155279 2tH 12-132022 ACORN? CERI trtmi-A CATE OF LIABILITY INSURCE OAT117(MM/2022 Y) `� 02/17/022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER CONTACT Tina Spencer StateFarm Deborah M. Sanders RECEIVED PHONE 951-684-8822 Fame 951 684 5860 6748 Brockton Ave N.NO- ADDRILSS: tina@teamsandersinsurance.com ww INSURE S AFFORDING COVERAGE NAN: t Riverside, Ca FEB 2 3 2023 INSURER A: State Farm Fire and Casualty Company 25143 92506 _ INSURED City Hall INSURER B: Interactive Design Corporation Reception Desk INSURER C: INSURER D: 199 S Civic Drive Suite 10 INSURER E: Palm Springs, Ca 92262 INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. N01WTHSTANDING 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. - INSR TYPE OF INSURANCE ADOLSUBRi POLICY EFF POLICY NUMBER POLICY EXP LIMITS COMMERCIAL GENERAL LIABILITY _ CLAIMS -MADE OCCUR .._ _ GEN'L AGGREGATE LIMIT APPLIES PER. _. -. _ PRO- POLICY _', JECT LOC OTHER. : EACH OCCURRENCE D A D PREMISES Ee ocasrmlce MED EXP (Any arm Person) PERSONAL &ADV INJURY GENERAL AGGREGATE PRODUCTS-COMP/OF AGO $ $ $ S $ S S AUTOMOBILE UABRJTY ANY AUTO —^'OWNED "!SCHEDULED AUTOS ONLY AUTOS HIRED I ' NO"WNED AUTOS ONLY AUTOS ONLY COMBINED SINGLE UMR Es acckePit I BODILY INJURY (Per Person) BODILY INJURY IPer acadernl PROPERTY DAMAGE Per accident $ $ f $ $ UMBRELLA LIAB _ OCCUR EXCESS UAS CLAIMS -MADE EACH OCCURRENCE AGGREGATE $ S OLD RETENTIONS $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY A OFFICERMEM ER EXCLUDED ECUTIVE YIN IM."tory In NMI H yes des=tx and DESCRIPTION OF OPERATIONS tnb NIA' 92-GO-F488-6 09/01/2022 09/01/2023 PER OTH- X STATUTE :. ER E1. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE -POLICY LIMB S 1,000,000 S 1,000,000 1 $ 1,000-000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks SchWule, may be attached Umom space Is rt uimdl SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Palm Springs 3601 E. Mesquite Ave AUTHORIZED REPRESENTATIVE Palm Springs, Ca 92264 Completed by an authorized State Farm representative. If signature is required, please contact a State Farm agent. © 1988-2016 ACORD CORPORATION. All rights reserved ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD 1M1486 132849.13 0422-2020 POLICY NUMBER: BUSINESSOWNERS BP 04 48 07 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY PALM SPRINGS, CA 92263 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II - Liability is amended as follows: A. The following is added to Paragraph C. Who Is An Insured: 3. Any person(s) or organization(s) shown in the Schedule is also an additional insured, but only with respect to liabil- ity for "bodily injury", "property dam- age" or "personal and advertising in- jury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your be- half in the performance of your ongoing operations or in connection with your premises owned by or rented to you. However: a. The insurance afforded to such ad- ditional insured only applies to the extent permitted by law; and b. If coverage provided to the addi- tional insured is required by a con- tract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such addi- tional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: If coverage provided to the additional in- sured is required by a contract or agree- ment, the most we will pay on behalf of the additional insured is the amount of insur- ance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits Of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the ap- plicable Limits Of Insurance shown in the Declarations. BP 04 48 07 13 ©Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: BUSINESSOWNERS BP 04 97 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE* Name Of Person Or Organization: Blanket Additional Insured agreed written contract Paragraph K. Transfer Of Rights Of Recovery Against Others To Us in Section III - Common Policy Conditions is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard". This waiver applies only to the person or organi- zation shown in the Schedule above. 'Information required to complete this Schedule, if not shown above, will be shown in the Declarations. BP 04 97 01 06 ©ISO Properties, Inc., 2004 Page 1 of 1 ACORO® CER'I tvICATE OF LIABILITY INSURJl,%vICE llla� DATE(MMIDDNYYY) F 1 1/3/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER. AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER AssureclPartners Design Professionals Insurance Services, LLC 3697 Mt. Diablo Blvd, Suite 230 Lafayette CA 94549 COOMNTACT Marie Swaney NA ONE 826.898-1890 FA7( No: EaC.N ADDRE : CertsDes' nProumdPartners.com INSURERS AFFORDING COVERAGE NAIC S INSURER A: National CasualtyCOm n 1199t 6003745 INSURED 9 RECEIVED INTEDES-09 InteractiveINSURER Design Corporation 760-323-4990 B: INSURER C : 199 S. Civic Drive #10 Palm Springs CA 92262 FEB 2 3 2023 INSURER D: INSURER E INSURER F : BE10 Mail 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. INSR---_-ADDL SUER - - POLICY EFF POLICY EXP LTR TYPE OFINSURANCE POLICY NUMBER MWD YYI IMIUDDIVY"I LIMITS COMICIAL GENERALl LITY . EACH OCCURRENCE E CLAIMS -MADE LJw& OCCUR - WREN PREMISES PREMISES (Ea ,opwrtence)S ....._...- �MEO EXP (Any one person) § S --I PERSONAL B ADV INJURY GENERAL AGGREGATE § GE_N'L AGGREGATE LIMIT APPLIES PER: POLICY JEC �i LOC __PRODUCTS-COMP/OP ADS S - S OTHER: AUtgAOBILE LIABILITY COMBINED SINGLE LIMIT Ea Ee t ANY AAUTO ,_. ~i. BODILY LY INJURY (Per person) S OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY ) (Per $ ONLY AUTOS N O .�. HIRED NON-OWNED V MA PROPERTY DAGE Per accident) § i 'UMBRELLA UAB OCCUR EACH OCCURRENCE S EXCESS L1A6 CI-AIMS-MADEI AGGREGATE S § DEC RETENTIONS WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR'PARTNER/EXECUTNE OFFICERIMEMBEREXCLUDEDi ❑ NIA PER OTH- STATUTE ER 7-7 E.L. EACH ACCIDENT f EL. DISEASE - EA EMPLOYE $ (Mandatory in NH) II s, describe under 'DESCRIPTION E.L. DISEASE - POLICY LIMIT --. $ OF OPERATIONS bebw A PnXevimel LieDilily JEODMI617 1/8/2023 102024 Par Clain $1.000,000 AM""UmN $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule. may as attached if more space Is required) Re: Various Facility Improvement Projects for the City of Palm Springs CANCELLATION/CHANGE: 30 day notice will be sent to the certificate holder. CERTIFICATE HOLDER rAMn=1 I ATInM 1n n. kl..a..,. ,..m w., SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Palm Springs ACCORDANCE WITH THE POLICY PROVISIONS. 3200 E Tahquitz Canyon Way Springs CA 92263 AUTHORIZED REPRESENTATNE 0^1Palm .—C © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD DECLARATIONS DESIGN PROFESSIONALS —ARCHITECTS AND ENGINEERS PROFESSIONAL LIABILITY INSURANCE POLICY Underwritten by: National Casualty Company Policy Number Home Office J E00001617 One Nationwide Plaza • Columbus. Ohio 43215 Administrative Office: 8877 North Gainey Center Drive • Scottsdale, Arizona 85258 1-800-423-7675 • A Stock Company ITEM 1. NAMED INSURED AND MAILING ADDRESS: AGENT NAME AND ADDRESS: Interactive Design Corporation 199 S Civic Or Ste 10 Palm Springs. CA 92262 Euclid Managers 234 Spring Lake Drive Itasca, IL 60143 (630) 238-1900 (630) 773-8590 (FAX) Agent No: 12549 ITEM 2. POLICY PERIOD From. 01/08/2023 To. 01/08/2024 12:01 A.M. Standard Time at the NAMED INSURED'S mailing address. ITEM 3. RETROACTIVE DATE: ............. ....... .. ...................................... ............................. Unlimited ITEM 4. Limits of Liability Each CLAIM Limit of Liability: . .......... ....... ........ ...... ........ ....... ........._ __...... ... ........ $1,000.000 Aggregate Limit of Liability per POLICY PERIOD: __... . ......._..._..._ ..._.................. $2,000,000 ITEM 5. DEDUCTIBLE: Each CLAIM (Amount to be borne by Insured):.... _ . ...... _.................................... $10,000 ITEM 6. Premium. . .......... ............ ...... ........ _ ... _ _ ... ....... ...... .. .. ........... See JE-3 (2-19) ITEM 7. Notice of CLAIM shall be given to: National Casualty Company Claims Department Professional Liability Unit 8877 North Gainey Center Drive Scottsdale, Arizona 85258 ITEM 8. Policy and Endorsements attached at inception. JE-3 (2-19), JE-20 (6-19), JE-35 (6-19); JE-41-CA (8-19), UT-414g (6-11): NOTX0394CA (3-12). NOTX0607CW (2-19), UT-COVPG (6-19); JE-P-1 (10-19), JE-APP-6 (10-19) ITEM 9. Supplemental Extended Reporting Period Options: Twelve (12) months for one hundred percent (100%) of the full annual premium. Twenty-four (24) months for one hundred fifty percent (150%) of the full annual premium. Thirty-six (36) months for one hundred eighty-five percent (185%) of the full annual premium. Sixty (60) months for two hundred fifty percent (250%) of the full annual premium Unlimited for three hundred percent (300%) of the full annual premium. THIS IS A CLAIMS MADE AND REPORTED POLICY. THIS POLICY CONTAINS DEFENSE EXPENSE WITHIN THE LIMITS OF LIABILITY PROVISIONS. THE AMOUNTS INCURRED TO DEFEND A CLAIM REDUCE THE APPLICABLE LIMITS OF LIABILITY AND MAY EXHAUST THEM COMPLETELY. PLEASE READ IT CAREFULLY. Nationwide' JE-D-1 (6-19) Underwritten by National Casualty Company ENDORSEMENT NO. 1 ATTACHED TO AND FORMING PART OF ENDORSEMENT EFFECTIVE DATE NAMED INSURED AGENTNO. POLICY NUMBER (12:01 A.M. STANDARD TIME) JE00001617 01 08,2023 Interactive Design Corporation 12`49 THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY. PREMIUM PAYMENT SCHEDULE This endorsement modifies insurance provided under the following: DESIGN PROFESSIONALS —ARCHITECTS AND ENGINEERS PROFESSIONAL LIABILITY INSURANCE The premiums for the Annual Terms of this policy are payable as follows: INSTALLMENT: Due on 01/08/2023 PREMIUM: $7,593 At the second installment date stated above, we will reinstate the Limits of Liability shown in ITEM 4. of the Declarations. The reinstatement of the Limits of Liability is subject to all of the terms and conditions imposed by the policy and any endorsements. The reinstatement of the Limits of Liability will not in any way increase our total aggregate Limit of Liability for either Annual Term. The Limit of Liability in effect at the time any CLAIM was first reported to us in writing will be the only Limit of Liability available for that CLAIM. AUTHORIZED REPRESENTATIVE DATE JE-3 (2-19) Page 1 of 1 Natiomridd Underwritten by National Casualty Company ENDORSEMENT NO. 2 ATTACHED TO AND FORMING A PART OF ENDORSEMENT EFFECTIVE DATE NAMEDINSURED AGENTNO. POLICY NUMBER (ORSEMTANDARO TIME) JE00001617 01,08,12023 Interactive Design Corporation 12549 THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY. FIRST DOLLAR DEFENSE ENDORSEMENT RECEIVED This endorsement modifies insurance provided under the following: FEB 2 3 2023 DESIGN PROFESSIONALS —ARCHITECTS AND ENGINEERS City Hall PROFESSIONAL LIABILITY INSURANCE Receotion Desk A. The INSURING AGREEMENT section of the policy is deleted in its entirety and replaced by the following: LIABILITY COVERAGE FOR: PROFESSIONAL SERVICES POLLUTION INCIDENT COMPUTER NETWORK SECURITY BREACH TECHNOLOGY BASED SERVICES TECHNOLOGY PRODUCTS PERSONAL INJURY OFFENSE We will pay DAMAGES in excess of the DEDUCTIBLE which you become legally obligated to pay, and CLAIM EXPENSE, as a result of CLAIMS first made against you and reported to us in writing during the POLICY PERIOD or Extended Reporting Period, if applicable, provided that: 1. The WRONGFUL ACT giving rise to the CLAIM occurred on or after the RETROACTIVE DATE shown in the Declarations and before the end of the POLICY PERIOD; 2. Notice of the WRONGFUL ACT was not given, nor required to be given, to any prior insurer. and 3. Prior to the inception date of the first policy issued to you by us, and continuously renewed by us, you had no reasonable basis to believe that such WRONGFUL ACT had been committed or that a CLAIM would be made against you alleging such WRONGFUL ACT. B. The last sentence under 8. Regulatory or Administrative Actions under the SUPPLEMENTAL PAY- MENTS section of the policy is deleted in its entirety and replaced by the following: After we have paid $50,000 under this provision, any additional amounts we agree to pay will be treated as CLAIM EXPENSES and be part of, and not in addition to, the limits of liability for this policy. C. The definition of DEDUCTIBLE is deleted in its entirety and replaced by the following: DEDUCTIBLE means the amount the Insured must pay for DAMAGES. The DEDUCTIBLE will not apply to CLAIM EXPENSE. NationwkW JE-20 (6-19) Page 1 of 2 ) D. Paragraph 1. of subsection B. DEDUCTIBLE, under the LIMITS OF LIABILITY AND DEDUCTIBLE section of the policy, is deleted in its entirety and replaced by the following: 1. We will only be liable to pay DAMAGES subject to the limits of liability in excess of the DEDUCTI- BLE shown on the Declarations. AUTHORIZED REPRESENTATIVE DATE WE JE-20 (6-19) Page 2 of 2 NvOormW Underwritten by National Casualty Company ENDORSEMENT NO. 3 ATTACHED TO AND FORMINGA PART OF ENDORSEMENT EFFECTIVE DATE NAMED INSURED AGENT NO. POLICY NUMBER ryA.M. STANDARD TIME) JE00001617 01'08'2023 Interactive Design Corporation 12549 THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY. COMPUTER NETWORK PRIVACY BREACH COVERAGE EXTENSION This endorsement modifies insurance provided under the following. DESIGN PROFESSIONALS —ARCHITECTS AND ENGINEERS PROFESSIONAL LIABILITY INSURANCE SCHEDULE RECEIVED FEB 2 3 2023 City Hall Reception Desk COVERAGE SUBLIMITS OF LIABILITY COMPUTER NETWORK PRIVACY BREACH $1,000,000 Each Breach $2,000,000 Aggregate per POLICY PERIOD PRIVACY BREACH RESPONSE REIMBURSEMENT $2.000,000 Aggregate per POLICY PERIOD A. For an additional premium, the policy is amended to add Coverage for COMPUTER NETWORK PRIVACY BREACH, subject to the sublimits of liability shown in the Schedule: and 2. Privacy Breach Response Reimbursement, subject to the sublimits of liability shown in the Sched- ule, for the reimbursement of expenses incurred to engage a qualified firm on your behalf to: a. Notify any parties affected by the COMPUTER NETWORK PRIVACY BREACH; b. Perform credit monitoring services for your clients' individual personal data or your clients' cor- porate data lost because of the COMPUTER NETWORK PRIVACY BREACH; and c. Restore or recreate, if possible, any of your clients' lost data caused by a COMPUTER NET- WORK PRIVACY BREACH; affecting COMPUTER SYSTEMS and resulting in unauthorized access to PERSONALLY IDENTI- FIABLE INFORMATION stored on COMPUTER SYSTEMS. This reimbursement applies only if the following conditions are met. (1) You must first notify us of the COMPUTER NETWORK PRIVACY BREACH, as described below in C. INSURED'S DUTIES IN THE EVENT OF A COMPUTER NETWORK PRI- VACY BREACH, and obtain our consent prior to incurring any costs, and (2) You are required by law or statute to notify those whose PERSONALLY IDENTIFIABLE INFORMATION was accessed. Nationwide' JE-35 (6-19) Page t of 4 The Each COMPUTER NETWORK PRIVACY BREACH COVERAGE Sublimit of Liability is part of, and not in addition to, the Each CLAIM Limit of Liability shown on the Declarations. The Aggregate COMPUTER NETWORK PRIVACY BREACH COVERAGE Sublimit of Liability is part of, and not in addition to, the Aggregate Limit of Liability per POLICY PERIOD shown on the Declarations. The Aggregate Privacy Breach Response Reimbursement Sublimit of Liability is part of, and not in addition to, the Aggregate Limit of Liability per POLICY PERIOD shown on the Declarations. B. For the purposes of this endorsement only, the definition of WRONGFUL ACTS is amended to include the following: WRONGFUL ACTS also means COMPUTER NETWORK PRIVACY BREACH. C. INSURED'S DUTIES IN THE EVENT OF A COMPUTER NETWORK PRIVACY BREACH If a COMPUTER NETWORK PRIVACY BREACH occurs during the POLICY PERIOD, you must notify us within three calendar days of the date of discovery of the COMPUTER NETWORK PRI- VACY BREACH. The date of discovery is the earlier of: a. The date you first become aware of facts that would cause a reasonable person to assume a COMPUTER NETWORK PRIVACY BREACH has occurred; or b. The date you receive notice of an actual or potential CLAIM including allegations that, if true, would cause a reasonable person to assume a COMPUTER NETWORK PRIVACY BREACH has occurred. c. Immediately upon discovery of facts or notice of a CLAIM that would cause a reasonable per- son to assume a COMPUTER NETWORK PRIVACY BREACH has occurred, you will take all reasonable steps to protect COMPUTER SYSTEMS as well as the information and data stored therein. D. The following is added to the SUPPLEMENTAL PAYMENTS section of the policy: Privacy Breach Forensic Investigation Reimbursement We will pay, in addition to the limits of liability, up to $30,000 per POLICY PERIOD for the reim- bursement of expenses incurred for the forensic investigation into the cause and extent of a COM- PUTER NETWORK PRIVACY BREACH affecting COMPUTER SYSTEMS and resulting in unauthorized access to PERSONALLY IDENTIFIABLE INFORMATION stored on COMPUTER SYSTEMS. This reimbursement applies only if the following conditions are met: a. You must first notify us of the COMPUTER NETWORK PRIVACY BREACH, as described above in C. INSURED'S DUTIES IN THE EVENT OF A COMPUTER NETWORK PRIVACY BREACH, and obtain our consent prior to incurring any forensic investigation costs; and b. You are required by law or statute to notify those whose PERSONALLY IDENTIFIABLE IN- FORMATION was accessed. E. The following definitions are added to the DEFINITIONS section of the policy: BREACH NOTICE LAW means any state, federal or foreign statute or regulation that requires notice to persons whose PERSONALLY IDENTIFIABLE INFORMATION was accessed or may reasonably have been accessed by an unauthorized person. Nakiornvfde JE-35 (6-19) Page 2 of 4 2. COMPUTER NETWORK PRIVACY BREACH means: a. Theft, loss or UNAUTHORIZED DISCLOSURE of PERSONALLY IDENTIFIABLE INFOR- MATION or THIRD -PARTY INFORMATION that is in your care, custody or control, or the care, custody or control of an independent contractor that is holding or processing such information on your behalf; b. Your failure to timely disclose an incident described in a. above in violation of any BREACH NOTICE LAW; or c. Your failure to comply with that part of a PRIVACY POLICY that specifically: (1) Prevents or prohibits the improper or intrusive collection of PERSONALLY IDENTIFIABLE INFORMATION from a person; (2) Requires notice to a person of the NAMED INSURED'S collection or use of his or her PERSONALLY IDENTIFIABLE INFORMATION, and the nature of such collection or use; (3) Provides a person with the ability to assent to, or withhold assent for, the NAMED IN- SURED'S collection or use of his or her PERSONALLY IDENTIFIABLE INFORMATION; (4) Prohibits or restricts the NAMED INSURED'S disclosure, sharing or selling of a person's PERSONALLY IDENTIFIABLE INFORMATION; (5) Requires you to provide access to PERSONALLY IDENTIFIABLE INFORMATION after a request is made by a person; or (6) Mandates procedures and requirements to prevent the loss of PERSONALLY IDENTIFI- ABLE INFORMATION; provided that the NAMED INSURED must have in force, at the time of such failure to comply, a PRIVACY POLICY that directly addresses c.(1), (2),(3),(4), (5) or (6) above that are relevant to such CLAIM. 3. PERSONALLY IDENTIFIABLE INFORMATION means any information which can be used to dis- tinguish or trace an individual's identity, such as their name, social security number, date and place of birth, mother's maiden name or biometric records, along with other personal or identifying infor- mation which is linked or linkable to a specific individual, such as medical, educational, financial, and employment information. 4. PRIVACY POLICY means the NAMED INSURED'S public declaration of its policy for collection, use, disclosure, sharing, dissemination and correction or supplementation of, and access to, PER- SONALLY IDENTIFIABLE INFORMATION. S. THIRD -PARTY INFORMATION means any trade secret, data, design, interpretation, forecast, for- mula, method, practice, credit or debit card magnetic strip information, process, record, report or other item of information of a third party not insured under this policy, which is not available to the general public and is provided to you, subject to a mutually executed written confidentiality agree- ment or which the NAMED INSURED is legally required to maintain in confidence. However, THIRD -PARTY INFORMATION shall not include PERSONALLY IDENTIFIABLE INFORMATION. 6. UNAUTHORIZED DISCLOSURE means the disclosure of (including disclosure resulting from phishing) or access to information in a manner that is not authorized by the NAMED INSURED and without knowledge, consent, or acquiescence of any director, officer, principal, partner, or any member of the risk management or legal department of the NAMED INSURED. JE-35 (6-19) Page 3 of 4 WIN Nattomdda F. For the purposes of this endorsement only. 1. Under the EXCLUSIONS section, paragraph A.5. is deleted in its entirely and replaced by the following: This policy does not apply to. 5. Insured Versus Insured Any CLAIM made by an Insured against any other Insured. However, this exclusion does not apply to CLAIMS made by those Insureds whose PERSONALLY IDENTIFIABLE INFOR- MATION has been accessed as a result of a COMPUTER NETWORK PRIVACY BREACH. 2. Under the EXCLUSIONS section. paragraph B.3.c. is deleted in its entirely and replaced by the following: This policy does not apply to: 3. Governmental c. Any CLAIM alleging non-compliance with any applicable local, state or federal privacy or breach of privacy notification laws or statutes. However, this exclusion does not apply if you have, prior to such CLAIM, met the notification requirements described in para- graph C. INSURED'S DUTIES IN THE EVENT OF A CLAIM, SUIT OR CIRCUMSTANCE of this endorsement. Additional Premium: $Included I/We hereby understand, acknowledge and accept the terms of this endorsement. (Signature is not required if attached at the original inception date of policy.) SIGNATURE OF PARTNER, OFFICER OR SOLE PROPRIETOR TYPE NAME OF PARTNER, OFFICER OR SOLE PROPRIETOR DATE AUTHORIZED REPRESENTATIVE DATE JE-35 (6-19) Page 4 of 4 0 NationwlcW Underwritten by National Casualty Company ENDORSEMENT NO. 4 ATTACHED TO AND FORMING A PART OF ENDORSEMENT EFFECTIVE DATE NAMED INSURED AGENT NO. POLICY NUMBER (1I:01 AM. STANDARD TIME) JE00001617 01 /08/2023 Interactive Design Corporation 12549 THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY. AMENDATORY ENDORSEMENT-CALIFORNIA RECEIVED This endorsement modifies insurance provided under the following: FEB 2 3 2023 DESIGN PROFESSIONALS —ARCHITECTS AND ENGINEERS City Hall PROFESSIONAL LIABILITY INSURANCE Reogoon Desk Condition 1. CANCELLATION of the CONDITIONS section of the policy is deleted in its entirety and re- placed by the following: 1. CANCELLATION a. This policy may be canceled by the NAMED INSURED by surrendering the policy to us or any of our authorized agents or by mailing written notice to us stating when the cancellation is to be effective. b. If this policy has been in effect for sixty (60) days or less and is not a renewal, we may cancel this policy for any reason by mailing or delivering written notice of cancellation, stating the reason for cancellation, to the NAMED INSURED and producer of record, provided that the producer of record is not an employee of ours, at least: (1) Ten (10) days before the effective date of cancellation if we cancel for nonpayment of pre- mium as stated in 1.c.(1) or discovery of fraud as stated in 1.c.(2) below; or (2) Sixty (60) days before the effective date of cancellation if we cancel for any other reason. c. If this policy has been in effect for more than sixty (60) days, or this is a renewal of a policy we issued, we may cancel this policy only upon the occurrence, after the effective date of the policy, of one or more of the following: (1) Nonpayment of premium, including payment due on a prior policy we issued and due during the current policy term covering the same risks; (2) Discovery of fraud or material misrepresentation by: (a) Any of you or your representative in obtaining this insurance, or (b) Any of you or your representative in pursuing a CLAIM under this policy; (3) A judgment by the court or an administrative tribunal that you have violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks insured against; (4) Discovery of willful or grossly negligent acts or omissions, or any violations of state laws or regulations establishing safety standards, by you or your representative, which materially increase any of the risks insured against, milm JE-41-CA (8-19) Page 1 of 4 Netknnxide (5) Failure by you or your representative to implement reasonable loss control requirements, agreed to by the NAMED INSURED as a condition of policy issuance, or which were con- ditions precedent to our use of a particular rate or rating plan, if that failure materially in- creases any of the risks insured against; (6) A determination by the Commissioner of Insurance that the: (a) Loss of, or changes in, our reinsurance covering all or part of the risk would threaten our financial integrity or solvency; or (b) Continuation of the policy coverage would: (I) Place us in violation of California law or the laws of the state where the Company is domiciled, or (ii) Threatens our security; or (7) A change by the NAMED INSURED or NAMED INSURED'S representative in the activities of the commercial enterprise, which results in a materially added, increased or changed risk, unless the added, increased or changed risk is included in the policy. d. We will mail or deliver advance written notice of cancellation, stating the reason for cancella- tion, to the NAMED INSURED at the last mailing address known to us, and to the producer of record, if any, provided that the producer of record is not an employee of ours, at least: (1) Ten (10) days before the effective date of cancellation if we cancel for nonpayment of pre- mium as stated in 1.c.(1) or discovery of fraud as stated in 1.c.(2) above; or (2) Sixty (60) days, but not more than one hundred twenty (120) days, before the effective date of cancellation if we cancel for any other reason listed in paragraph 1.c. above. e. The mailing of notice as aforesaid shall be sufficient proof of notice of the intent to cancel. The date and hour of cancellation specified in the notice shall represent the time of termination of this policy. Actual delivery of such notice by us shall be equivalent to mailing. f. If this policy is canceled, we will send the NAMED INSURED any premium refund due. If we cancel, the refund will be pro rata. If the NAMED INSURED cancels, the refund will be the customary short rate proportion. We will make the premium refund as soon as practicable after the date of cancellation. However, the premium refund is not a condition of cancellation. g. If notice is mailed, proof of mailing will be sufficient proof of notice. i. Notice of cancellation will only be sent to the NAMED INSURED and will serve as notice to all of you. I. If notice of cancellation is mailed, mailing time will be added to the notice period as follows: (1) Five days for mailing to an addressee in California (sixty-five [65] to one hundred twenty- five [125] days), (2) Ten (10) days for an addressee outside California (seventy [70] to one hundred thirty [130] days); (3) Twenty (20) days for an addressee outside the U.S.A. (eighty [80] to one hundred forty [140] days). WIN Netiomnlds JE-41-CA (8-19) Page 2 of 4 Condition 2. NONRENEWAL of the CONDITIONS section of the policy is deleted in its entirety and replaced by the following: 2. NONRENEWAL a. If we refuse to renew this policy, we will mail or deliver written notice, stating the reason for nonrenewal, to the NAMED INSURED and to the producer of record, if any, provided that the producer of record is not an employee of ours, at least sixty (60) days, but not more than one hundred twenty (120) days, before the end of the POLICY PERIOD. b. We will mail or deliver the nonrenewal notice to the NAMED INSURED and to the producer of record, if any, at the last mailing addresses known to us. c. We are not required to send notice of nonrenewal in the following situations: (1) If the transfer or renewal of a policy, without any changes in terms, conditions or rates, is between us and a member of our insurance group; (2) If the policy has been extended for ninety (90) days or less, provided that notice has been given in accordance with paragraph a. above; (3) If the NAMED INSURED has obtained replacement coverage, or if the NAMED INSURED has agreed, in writing, within sixty (60) days of the termination of the policy, to obtain that coverage; (4) If the policy is for a period of no more than sixty (60) days and the NAMED INSURED is notified at the time of issuance that it will not be renewed; (5) If the NAMED INSURED requests a change in the terms and conditions or risks covered by the policy within sixty (60) days of the end of the POLICY PERIOD; or (6) If we make a written offer to the NAMED INSURED in accordance with the time frames shown in paragraph a. above, to renew this policy under changed terms or conditions or at an increased premium rate, when the increase exceeds twenty-five percent (25%). d. If notice is mailed, proof of mailing will be sufficient proof of notice. e. If notice of cancellation is mailed, mailing time will be added to the notice period as follows: (1) Five days for mailing to an addressee in California (sixty-five [65] to one hundred twenty- five [125] days); (2) Ten (10) days for an addressee outside California (seventy [70] to one hundred thirty [130] days); (3) Twenty (20) days for an addressee outside the U.S.A. (eighty [80] to one hundred forty [140] days). The following condition is added to the CONDITIONS section of the policy and supersedes any provision to the contrary: RENEWAL a. If we decide to renew this policy, we will give notice of any increased premium rate which exceeds twenty-five percent (25%), reduction of limits, elimination of coverages, or increase in deductible to the NAMED INSURED and to the producer of record, if any, at least sixty (60) days, but not more than one hundred twenty (120) days, prior to the policy expiration date, plus: (1) Five days for mailing to an addressee in California (sixty-five [65] to one hundred twenty- five [125] days), JE-41-CA (8-19) Page 3 of 4 [A N660"IW dP (2) Ten (10) days loran addressee outside California (seventy [70] to one hundred thirty [130] days); or (3) Twenty (20) days for an addressee outside the U.S.A. (eighty [80] to one hundred forty [140] days). b. We will mail or deliver notice to the NAMED INSURED'S and producer of record's last mailing addresses known to us. If the notice is mailed, proof of mailing will be sufficient proof of notice. c. If the NAMED INSURED accepts the renewal, the premium increase or coverage changes will be effective the day following the end of the prior policy's POLICY PERIOD. d. If notice is not mailed or delivered according to the time requirements stated in paragraph a. above, the premium, deductible, limits and coverage in effect prior to the changes will remain in effect until: (1) Sixty (60) days after notice is given; or (2) The effective date of replacement coverage obtained by the NAMED INSURED; whichever occurs first. The following is added to the last sentence of the DEFENSE AND SETTLEMENT section of the policy: Provided, however, punitive damages do not apply in California. AUTHORIZED REPRESENTATIVE DATE JEAi-CA (8-19) Page 4 of 4 Netiormw National Casualty Company ENDORSEMENT NO. 5 ATTACHED TO AND FORMING A PART OF ENDORSEMENT EFFECTIVE DATE NAMED INSURED AGENT NO. POLiCV NUMBER (1ID:01 A.M. STANDARD TIME) JE00001617 01/08/2023 Interactive Design Corporation 12i49 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY CHANGES -DEFINITION OF SPOUSE Whenever found in this policy, the term "spouse" shall mean any natural person qualifying as a 1. spouse; 2. domestic partner; 3. registered domestic partner; or 4. party to a civil union RECEIVED `FB 2 3 2023 City Hall Reception Desk as may be recognized and defined under the provision of any applicable federal, state or local law. AUTHORIZED REPRESENTATIVE UTA 14g (6-11) Page 1 of 1 DATE A� SCOTTSDALE INSURANCE COMPANY® National Casualty Company Scottsdale Indemnity Company NOTICE TO CONSUMERS —PREMIUM REFUND DISCLOSURE—CALIFORNIA This disclosure is required by Section 481 of the California Insurance Code. Should your insurance policy be canceled, rejected or surrendered by you, any premium refund may be less than a prorated return of the "unearned premium," that is, the premium which corresponds to the un- expired time left on the policy period following such cancellation, rejection or surrender. The premium re- turn, if any, shall be the "unearned premium" less the usual "short rate" penalty wherein we keep ten percent (10%) of the "unearned premium." NOTX0394CA (3-12) Scottsdale Insurance Company National Casualty Company Scottsdale Indemnity Company Scottsdale Surplus Lines Insurance Company CLAIM REPORTING INFORMATION Your insurance policy has been placed with a Nationwide® insurance company. Our commitment to you is to provide fast, fair claim service. Promptly reporting an event that could lead to a claim, as required by your policy, helps us fulfill this commitment to you. Please refer to your policy for this and all other terms and conditions. To report a claim, you may contact us 24 hours a day, 7 days a week, by phone or e-mail. Thank you for your business and as always, we appreciate the opportunity to serve you. HOW TO REPORT A CLAIM Call 1-800-423-7676 or visit our website at www.nationwideexcessandsurplus.com. In order to expedite this process, please be prepared to furnish as much of the following information as possible: • Your policy number Date, time and location of the loss/accident Details of the loss/accident Name, address and phone number of any involved parties If applicable, name of law enforcement agency or fire department along with the incident number Please refer to your policy for specific claim reporting requirements. PLEASE NOTE: Your policy includes certain Network Security and Privacy Breach coverages which require that you report a claim within three days of the date of discovery. HOW TO REPORT A NETWORK SECURITY AND PRIVACY BREACH CLAIM E-mail ESSCvberLosses(o)nationwide.com In order to expedite this process, please be prepared to furnish as much of the following information as possible: Your policy number Date, time and location of the loss/accident Details of the loss/accident Name, address and phone number of any involved parties If applicable, name of law enforcement agency or fire department along with the incident number Please refer to your policy for specific claim reporting requirements. NOTX0607CW (2-19) Nationwide' [A Nationwide Underwritten by: National Casualty Company Home Office: One Nationwide Plaza • Columbus, Ohio 43215 Administrative Office. 8877 North Gainey Center Drive • Scottsdale, Arizona 85258 1-800-423-7675 • A Stock Company In Witness Whereof, the Company has caused this policy to be executed and attested. b""Sectreta y /�gPresident�i nt / The information contained herein replaces any similar information contained elsewhere in the policy. UT-COVPG (6-19) Underwritten by. National Casualty Company Home Office: One Nationwide Plaza • Columbus. Ohio 43215 Administrative Office: 8877 North Gainey Center Drive • Scottsdale, Arizona 85258 1-800-423-7675 • A Stock Company DESIGN PROFESSIONALS -ARCHITECTS AND ENGINEERS PROFESSIONAL LIABILITY INSURANCE POLICY THIS IS A CLAIMS MADE AND REPORTED POLICY. Coverage is limited to only those CLAIMS that are first made against you and reported to us during the POLICY PERIOD or Extended Reporting Period. if applicable. as a result of any WRONGFUL ACT which occurred prior to the end of the POLICY PERIOD. However, if the renewal policy is written by us, you will have sixty (60) days after the expiration date of this policy to report any CLAIM first made in this POLICY PERIOD. Throughout this policy the words "you" and "your" refer to the NAMED INSURED shown in the Declarations. The words "we," "us" and "our" refer to the Company providing this insurance. The word "Insured" means any person or organization qualifying as such under WHO IS AN INSURED. Other words and phrases that are bolded and capitalized have special meaning. Refer to DEFINITIONS. INSURING AGREEMENT LIABILITY COVERAGE FOR: PROFESSIONAL SERVICES POLLUTION INCIDENT COMPUTER NETWORK SECURITY BREACH TECHNOLOGY BASED SERVICES TECHNOLOGY PRODUCTS PERSONAL INJURY OFFENSE We will pay DAMAGES which you become legally obligated to pay and CLAIM EXPENSE in excess of the DEDUCTIBLE, as a result of CLAIMS first made against you and reported to us in writing during the POLICY PERIOD or Extended Reporting Period, if applicable, provided that: The WRONGFUL ACT giving rise to the CLAIM did not occur before the RETROACTIVE DATE shown in the Declarations or after the end of the POLICY PERIOD; 2. Notice of the WRONGFUL ACT was not given nor required to be given to any prior insurer, and 3. Prior to the inception date of the first policy issued to you by us and continuously renewed by us, you had no reasonable basis to believe that such WRONGFUL ACT had been committed or that a CLAIM would be made against you alleging such WRONGFUL ACT. DEFENSE AND SETTLEMENT We have the right and duty to defend any SUIT against you seeking DAMAGES because of a WRONG- FUL ACT even if any of the allegations in the SUIT are groundless, false or fraudulent. We have the right to appoint counsel and investigate any CLAIM or SUIT. However. we will not settle or compromise a CLAIM or SUIT without your written consent. If the allegation is excluded under this policy. there shall be no duty to defend such CLAIM. We are not obligated to pay any DAMAGES or CLAIM EXPENSE or defend any SUIT after the applicable limits of liability have been exhausted by payment of DAM- AGES or CLAIM EXPENSE. We have the right, but no duty, to appeal any judgment. Natiormtde JE-P-1 (10-19) Page 1 of 18 You, except at your own cost and for your own account, will not: 1. Make any payment; 2. Admit any liability; 3. Settle any CLAIM; 4. Assume any obligation; or 5. Incur any expense; without our written consent. If a CLAIM results in a punitive, exemplary, or multiplied damage award, we will pay such award, up to the applicable limit of liability, to the fullest extent permitted by law. SUPPLEMENTAL PAYMENTS All payments made under this section are not subject to the Each CLAIM DEDUCTIBLE and are in addition to the Limits of Liability shown on the Declarations. 1. SUIT Costs We will pay, in addition to our limit of liability, all costs taxed against you in any SUIT we defend. 2. Pre -Claim Assistance Until the date a CLAIM is made, we may pay, at our sole discretion, costs or expenses we incur, as a result of investigating a CIRCUMSTANCE that you report in accordance with INSURED'S DUTIES IN THE EVENT OF A CLAIM, SUIT OR CIRCUMSTANCE. We will pay up to $5,000 per POLICY PERIOD in addition to the limits of liability for such costs and expenses. 3. Post -Judgment Interest We will pay, in addition to our limit of liability, interest only on that part of any judgment which does not exceed our limit of liability, which accrues after the entry of the judgment and before we have paid, offered to pay, or deposited in court that part of the judgment that does not exceed our limit of liability. 4. Appeal Bonds We will pay, in addition to our limit of liability, premium on appeal bonds required in any SUIT we defend, and the cost of attachment or similar bonds. We have no obligation to supply such bond. 5. Defendant Reimbursement We will pay, in addition to the limits of liability, up to five hundred dollars ($500) for each person for each day or part of the day for an individual Insured's attendance at a trial, hearing or arbitration proceeding at which we request an individual Insured's attendance. The maximum amount payable during the POLICY PERIOD shall not exceed $15,000 in the aggregate. 6. Disciplinary Proceedings We will reimburse you up to $30,000 in the aggregate per POLICY PERIOD, regardless of the number of DISCIPLINARY PROCEEDINGS, for attorney fees and other reasonable costs, ex- penses or fees incurred by you, with our prior written consent, in responding to a DISCIPLINARY PROCEEDING which commences against any Insured during the POLICY PERIOD, provided that such DISCIPLINARY PROCEEDING is reported to us during such POLICY PERIOD. We will not be responsible for any fines or penalties. JE-P-1 (10-19) Page 2 of 18 aNe"Orm e 7. Subpoena Provision If you receive a subpoena for documents or testimony not related to a CLAIM, we will retain legal counsel to advise you regarding document production or representation in giving swom testimony. Notice of such subpoena shall be deemed to be a notice of a potential CLAIM or CIRCUMSTANCE as described in INSURED'S DUTIES IN THE EVENT OF A CLAIM, SUIT OR CIRCUMSTANCE section in this policy. 8. Regulatory or Administrative Actions We will pay, in addition to the limits of liability, up to $50,000 per POLICY PERIOD for the reim- bursement of your reasonable legal fees incurred as a result of a WRONGFUL ACT which gives rise to a regulatory or administrative action under the Americans with Disabilities Act (ADA), the Federal Fair Housing Act (FFHA) or the Occupational Safety and Health Act (OSHA), which is commenced directly against you and results from the performance of PROFESSIONAL SERVICES performed by you subsequent to the RETROACTIVE DATE. After we have paid $50,000 under this provision, any additional amounts we agree to pay will be treated as CLAIM EXPENSES and will be subject to the DEDUCTIBLE and be part of, and not in addition to, the limits of liability for this policy. 9. Crisis Event Expenses Reimbursement We will reimburse you up to $15,000 per CRISIS EVENT, subject to a maximum reimbursement by us of $45,000 per POLICY PERIOD for all CRISIS EVENTS, for CRISIS EVENT EXPENSES incurred as a result of a CRISIS EVENT that occurs during the POLICY PERIOD. This reimburse- ment applies only if you first notify us of the CRISIS EVENT, as described in INSURED'S DUTIES IN THE EVENT OF A CLAIM, SUIT OR CIRCUMSTANCE, and obtain our consent prior to incur- ring any CRISIS EVENT EXPENSES. 10. Fees and Expenses Under Dodd -Frank We will reimburse you for legal fees and expenses up to $50,000 per POLICY PERIOD in respond- ing to regulatory or administrative actions brought directly against you by a government agency under the Dodd -Frank Wail Street Reform and Consumer Protection Act of 2010 (Dodd -Frank), provided that the regulatory or administrative actions: a. Are first commenced during the POLICY PERIOD; b. Arise out of the performance of PROFESSIONAL SERVICES; c. Do not arise out of services performed by you as a "municipal advisor," as defined in Dodd - Frank; and d. Are reported to us prior to any legal fees or expenses being incurred. We will not be responsible for any fines or penalties. WHO IS AN INSURED Each of the following is an Insured under this policy to the extent set forth below: 1. If the NAMED INSURED designated in the Declarations is: a. An individual, you and your spouse are Insureds, but only with respect to the conduct of a business of which you are sole owner. b. A partnership or joint venture, you are an Insured. Your members, your partners and their spouses are also Insureds, but only with respect to the conduct of your business. Nstbnvir JE-P-7 (1049) Page 3 of 18 c. A limited liability company, you are an Insured. Your members are also Insureds, but only with respect to the conduct of your business. Your managers are Insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an Insured. Your executive officers and directors are Insureds, but only with respect to their duties as your officers or directors. Your stockholders are also Insureds, but only with respect to their liability as stockholders. e. A trust, you are an Insured. Your trustees are also Insureds, but only with respect to their duties as trustees. 2. Each of the following is also an Insured under this policy, to the extent set forth below: a. Any individual who is a past or present partner, officer, director, member, stockholder or em- ployee of the NAMED INSURED, including leased personnel under your direct supervision, but only for CLAIMS resulting from WRONGFUL ACTS committed within the scope of their em- ployment by the NAMED INSURED or its PREDECESSOR FIRMS. b. Any retired partner, officer, director, member, stockholder or employee of the NAMED IN- SURED acting as a consultant, but only for CLAIMS resulting from WRONGFUL ACTS com- mitted within the scope of their association with, and under the name of, the NAMED INSURED or its PREDECESSOR FIRMS. c. The estate, heirs, executors, administrators, assigns, and legal representatives of anyone listed in 1., 2.a. or 2.b. above in the event of their death, incapacity, insolvency or bankruptcy, but only to the extent that they would otherwise be provided coverage under this policy. d. Any joint venture in which you participate, but solely for your liability that arises out of an act, error or omission in rendering or failure to render PROFESSIONAL SERVICES by you or on your behalf, or for a POLLUTION INCIDENT that arises out of the rendering or failure to render PROFESSIONAL SERVICES; or the performance of or failure to perform CONTRACTOR SERVICES by you or on your behalf. TERRITORY This policy applies to WRONGFUL ACTS which happen anywhere in the world, regardless of the jurisdiction where the CLAIM may be brought. DAMAGES and CLAIM EXPENSE will be paid in U.S. currency. DEFINITIONS Whenever used in this policy, the following words have these meanings: 1. AUTOS means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, of the jurisdiction where such vehicle is licensed or principally garaged. However, AUTOS does not include MOBILE EQUIPMENT. 2. BODILY INJURY means physical injury, sickness, disease, or death sustained by a person, which results from the performance of PROFESSIONAL SERVICES, and any resulting mental anguish or emotional distress from any of these at any time. JE-P-1 (10-19) Page 4 of 18 3. CIRCUMSTANCE means an event reported to us during the POLICY PERIOD from which you reasonably expect that a CLAIM could be made. 4. CLAIMS means an oral or written demand for monetary damages from any parry whose intent it is to hold you responsible for any WRONGFUL ACT. 5. CLAIM EXPENSES means expenditures, including, but not limited to: a. All expenses of lawyers designated or approved by us to represent you; b. Costs of investigations, c. Experts, d. Court costs; and e. Other similar expenses incurred by us in the investigation, adjustment, defense or appeal of a CLAIM or SUIT. CLAIM EXPENSES does not include: (1) Salary, charges or expenses of our regular employees, or (2) Payments made under the SUPPLEMENTAL PAYMENTS section of the policy. 6. COMPUTER NETWORK SECURITY BREACH means your failure to prevent UNAUTHORIZED ACCESS to COMPUTER SYSTEMS that results in: a. The destruction, deletion or corruption of electronic data on COMPUTER SYSTEMS; b. Denial of service attacks against internet sites or computers; c. The failure to prevent transmission of malicious code from COMPUTER SYSTEMS to third - party computers and systems, or d. The inability of a third party, who is authorized to do so, to gain access to COMPUTER SYS- TEMS or your TECHNOLOGY BASED SERVICES. 7. COMPUTER SYSTEMS means individual and networked computers, including ancillary hardware, software and components, owned, leased or licensed by you. COMPUTER SYSTEMS also means mobile devices that: a. Are owned, leased or licensed by you, b. Are able to remotely access your network and data stored on your network; and c. Store and transmit all data in an encrypted format. 8. CONTRACTOR SERVICES means drilling, excavation, or other sampling or testing procedures or construction, remediation or operations performed by you or your subcontractor, but only if neces- sary to perform your PROFESSIONAL SERVICES. 9. CRISIS EVENTS means any: a. WRONGFUL ACT; b. Death, departure or debilitating illness of a member of the board of managers, director, execu- tive officer, natural person partner, owner of a sole proprietorship, principal, risk manager or in- house general counsel of the NAMED INSURED; c. Potential dissolution of the NAMED INSURED for any reason other than bankruptcy: Nat(onwide JE-P-1 (10-19) Page 5 of 18 d. Incident of workplace violence; or e. Other event; that results in negative local or national media coverage of the NAMED INSURED, which you rea- sonably believe will have a material adverse effect upon the NAMED INSURED'S reputation. 10. CRISIS EVENT EXPENSES means expenses incurred to engage a public relations consultant to provide reputational management services on the behalf of the NAMED INSURED because of a CRISIS EVENT. 11. DAMAGES means a monetary judgment, award or settlement. DAMAGES does not include: a. Civil or criminal fines, sanctions, restitution or penalties, whether pursuant to any civil or crimi- nal law or statute; or b. Amounts paid to the Insured as fees, costs or expenses for services performed which are to be reimbursed or discharged as part of the judgment or settlement. 12. DEDUCTIBLE means the amount in ITEM 5. of the Declarations which the Insured must pay for DAMAGES and CLAIM EXPENSE. 13. DISCIPLINARY PROCEEDINGS means any pending matter, including an initial inquiry, before a state or federal licensing board or a peer review committee to investigate charges alleging a viola- tion of any rule or professional conduct in the performance of PROFESSIONAL SERVICES. 14. FUNGI means any form of fungus, including, but not limited to yeast, mold, mildew, rust, smut or mushroom, and including any spores, mycotoxins, odors, or any other substances, products, or byproducts produced by, released by, or arising out of the current or past presence of FUNGI. 15. HOSTILE FIRE means afire that becomes uncontrollable or breaks out from where it was intended tc be 16. MEDIATION means non -binding intervention by a neutral third party. 17. MICROBES means any non -fungal microorganism or non -fungal, colony -form organism that causes BODILY INJURY. MICROBE includes any spores, mycotoxins, odors, or any other sub- stances, products, or byproducts produced by, released by, or arising out of current or past pres- ence of MICROBES. But MICROBE does not mean MICROBES that were transmitted directly from person to person. 18. MOBILE EQUIPMENT means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers, e. Vehicles not described in a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: JE-P-1 (10-19) Page 6 of 18 (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not MOBILE EQUIPMENT, but will be considered AUTOS: (1) Equipment designed primarily for; (a) Snow removal; (b) Road maintenance, but not construction or resurfacing, or (c) Street cleaning, (2) Cherry pickers and similar devices mounted on an automobile or truck chassis and used to raise or lower workers, and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, MOBILE EQUIPMENT does not include any land vehicles that are subject to a compul- sory or financial responsibility law or other motor vehicle insurance law where it is licensed or prin- cipally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered AUTOS. 19. NAMED INSURED means the person, entity or organization named in ITEM 1. of the Declarations. 20. NUCLEAR FACILITY means the site where a nuclear reactor is located or where nuclear waste or material is disposed. 21. PERSONAL INJURY OFFENSE means any of the following offenses: a. False arrest, detention or imprisonment, b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral or written publication, in any manner, of material that slanders or libels a person or organ- ization or disparages a person's or organization's goods, products or services; or e. Oral or written publication, in any manner, of material that violates a person's right of privacy. 22. POLICY PERIOD means the period of time from the effective date and time of this policy to the date and time of termination as shown on the Declarations, or its earlier cancellation date. POLICY PERIOD does not include any Extended Reporting Period. 23. POLLUTANTS means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. POLLUTANTS does not mean heat, smoke, vapor, soot or fumes from a HOSTILE FIRE or explosion. 24. POLLUTION INCIDENT means any actual or alleged negligent act, error or omission you, or any person or entity, including joint ventures for which you are legally responsible, commit, but only in NstkwwpkW JE-P-1 (10-19) page 7 of 18 el the performance of PROFESSIONAL SERVICES or CONTRACTOR SERVICES that result in the actual or alleged: a. Discharge, dispersal, seepage, migration, release or escape of POLLUTANTS into or upon land, the atmosphere or any watercourse or body of water; or b. Inhalation of, ingestion of, contact with, exposure to, existence of, growth or presence of FUNGI or MICROBES; and did not arise from dishonest, fraudulent, malicious or criminal conduct committed by you or at your direction with your prior knowledge. 25. PREDECESSOR FIRMS means any individual, partnership or corporation engaged in PROFES- SIONAL SERVICES in whose financial assets and liabilities the NAMED INSURED is the majority successor in interest. An assumption of fifty percent (50%) or greater of the firm's assets and lia- bilities shall be considered a majority successor interest. 26. PROFESSIONAL SERVICES means those services that the NAMED INSURED is legally qualified to perform for others for a fee as a licensed architect, engineer, expert witness, interior designer, land surveyor, Leadership in Energy and Environmental Design (LEED) green building program consultant, landscape architect, construction manager, scientist, technical consultant, or as specif- ically defined by endorsement to this policy. 27. PROPERTY DAMAGE means the following: a. Physical injury to, damage to, or destruction of tangible property, electronic data, soil, surface water, groundwater, plants, or animals, including the resulting loss of use thereof; b. Clean-up costs incurred by a third party or mandated by any governmental entity; or c. Loss of use of tangible property that has not been physically injured or destroyed; which results from the performance of PROFESSIONAL SERVICES. 28. RELATED CLAIMS means all CLAIMS made against the Insured and reported to us during the POLICY PERIOD arising out of a single WRONGFUL ACT or related WRONGFUL ACTS that are logically or causally connected by any common fact, situation, event, transaction, advice or decision. 29. RETROACTIVE DATE means the date specified in the Declarations. This policy shall not apply to any CLAIM arising from a WRONGFUL ACT which occurred prior to this date. 30. SUBROGATION EXPENSES means expenditures incurred in the subrogation process, including, but not limited to: a. All expenses of lawyers we are required by law to pay to defend you, b. Costs of investigations; c. Costs of experts; d. Court costs, and e. Other similar expenses we incur in the subrogation process. 31. SUITS means a civil proceeding in which DAMAGES to which this insurance applies are alleged. SUITS includes: a. An arbitration proceeding in which such DAMAGES are claimed and to which the Insured must submit or does submit with our consent; or JE-P-1 (10-19) Page 8 of 18 b. Any other alternative dispute resolution proceeding in which such DAMAGES are claimed and to which the Insured submits with our consent. 32. TECHNOLOGY BASED SERVICES means computer and electronic technology services, includ- ing data processing, internet services, data and application hosting, computer systems analysis, technology consulting and training, custom software programming for a specific client of the NAMED INSURED, computer and software systems installation and integration, computer and soft- ware support, and network management services performed by the NAMED INSURED for others for a fee, but shall not mean TECHNOLOGY PRODUCTS. 33. TECHNOLOGY PRODUCTS means a computer or telecommunications hardware or software product, or related electronic product that is created, manufactured or developed by the NAMED INSURED for others, or distributed, licensed, leased or sold by the NAMED INSURED to others for compensation, including software updates, service packs and other maintenance releases pro- vided for such products. 34. TOTALLY AND PERMANENTLY DISABLED means total and continuous disability for at least six consecutive months as a result of sickness or accidental bodily injury which renders an individual NAMED INSURED or a partner, manager, executive officer, director or trustee of the NAMED IN- SURED unable to render PROFESSIONAL SERVICES. 35. UNAUTHORIZED ACCESS means a. The gaining of access to, or use of, COMPUTER SYSTEMS by an unauthorized person or persons; or b. The use of COMPUTER SYSTEMS in an unauthorized manner. 36. WRONGFUL ACTS means: a. Any actual or alleged negligent act, error or omission the NAMED INSURED, or any person or entity, including joint ventures, for whom the NAMED INSURED is legally responsible, com- mits, but only in the performance of PROFESSIONAL SERVICES or TECHNOLOGY BASED SERVICES; b. PERSONAL INJURY OFFENSE; c. POLLUTION INCIDENT; d. COMPUTER NETWORK SECURITY BREACH; or e. Any actual or alleged negligent act, error or omission, or any unintentional breach of contract by you or any person for whom you are legally responsible, that results in the failure of TECH- NOLOGY PRODUCTS to perform the function or serve the purpose intended. EXCLUSIONS A. This policy does not apply to: 1. Criminal, Dishonest, Fraudulent, Malicious, or Intentional Acts Any CLAIM based upon or arising out of any criminal, dishonest, fraudulent, malicious, or inten- tional WRONGFUL ACTS committed by any Insured 2. Ownership Interest and Outside Positions a. Any CLAIM based on or arising out of the Insured's capacity as an officer, director, partner, shareholder or employee of any entity other than the NAMED INSURED; JE-P-1 (10-19) Page 9 of 18 ANationwide b. Any CLAIM arising out of PROFESSIONAL SERVICES or advice rendered by the Insured in connection with any business enterprise not shown on the Declarations: (1) Which is, was, or will be owned in whole or in part by you, (2) Which is, was, or will be in any way controlled, operated or managed by you including the ownership, maintenance or use of any property in connection therewith; or (3) In which the Insured is, was, or will be a partner or employee. This exclusion does not apply if, at the time such PROFESSIONAL SERVICES or advice was rendered, you or any Insured, separately or in combination, had a total pecuniary or beneficial interest of forty-nine percent (49%) or less in such business enterprise, 3. Nuclear Any CLAIM arising out of any actual or alleged nuclear reaction, radiation, or contamination, under any circumstances and regardless of cause, within or originating from a NUCLEAR FACILITY; 4. Unlawful Discrimination Any CLAIM based on or arising out of discrimination, harassment or misconduct by you, including, but not limited to CLAIMS based on an individual's race, creed, color, age, sex, national origin, religion, disability, physical or mental handicap. disease, marital status or sexual preference; 5. Insured Versus Insured Any CLAIM made by an Insured against any other Insured, 6. Construction Defect Any CLAIM based on or arising out of the cost to repair or replace faulty workmanship in any construction, erection, fabrication, installation, assembly, manufacture or remediation performed by you, including any materials, parts or equipment furnished in connection therewith, 7. Contractual Liability a. Any CLAIM based on or arising out of: (1) Actual or alleged liability under any oral or written contract or agreement, including, but not limited to express warranties or guaranties; or (2) Any actual or alleged liability of others assumed by you under any oral or written contract or agreement; however, this exclusion shall not apply to the Insured's liability that exists in the absence of such contract or agreement, b. Any CLAIM based on or arising out of the advising, requiring or obtaining of any form of insur- ance, suretyship or bond, or failure to do so, 8. Manufacturing Any CLAIM based on or arising out of the design or manufacture of any goods or products for multiple sales or mass distribution, which are sold or supplied by you, or by others, under license from you, provided that this exclusion shall not apply to any CLAIM arising from WRONGFUL ACTS concerning TECHNOLOGY PRODUCTS otherwise covered under this policy; 9. Employers Liability and Workers Compensation Any CLAIM based on or arising out of bodily injury or personal injury sustained by any employee of the NAMED INSURED arising out of employment by the NAMED INSURED; or any obligation NattonwIde JE-P-1 (10-19) Page 10 of 18 for which the NAMED INSURED must pay under any unemployment, workers' compensation, dis- ability benefits or other similar laws, 10. Declaratory Relief and Injunctive Relief Any CLAIM arising from a WRONGFUL ACT that involves a demand or action seeking relief or redress in any form other than monetary damages, or for any fees, costs or expenses which you may become obligated to pay as a result of any adversejudgment for declaratory relief or injunctive relief. However, we will afford defense to you for such actions, CLAIMS, SUITS or demands in which monetary damages are requested, if not otherwise excluded, 11. Transportation Any CLAIM arising out of a POLLUTION INCIDENT involving the ownership, maintenance, use, operation, loading or unloading of any AUTO, aircraft, watercraft or rolling stock. Except this exclu- sion does not apply to a. MOBILE EQUIPMENT; b. Non -owned watercraft that is: (1) Less than twenty-six (26) feet long; and (2) Not being used to carry persons or property for a charge, c. The operation of any of the equipment listed in 21.a., b. or c. in the definition of MOBILE EQUIPMENT; or d. A condition in or on an AUTO not owned or operated by you and that condition was created by the loading or unloading of that AUTO by you or by any person or entity for whom you are legally liable, 12. Property Liability a. Any CLAIM arising out of or resulting from your ownership, rental, lease, maintenance, opera- tion, use, repair, voluntary or involuntary sale, transfer, exchange, gift, abandonment or con- demnation of any real or personal property, including, but not limited to automobiles, aircraft, watercraft and other kinds of conveyances; b. Any CLAIM arising out of a POLLUTION INCIDENT at, onto or from property or facilities which: (1) Are or were, at any time, owned or rented by you or by any person or entity in joint venture with you, (2) Are not permitted or licensed by the applicable authority to accept wastes or materials that are generated by activities performed by or on behalf of the NAMED INSURED as of the date such wastes or materials are treated, stored or disposed of at the location, or (3) Are listed on a proposed or final Federal National Priorities List or any equivalent National Priority List, Superfund or Hazardous Waste List prior to the treatment, storage or disposal of wastes or materials that are generated by activities performed by or on behalf of the NAMED INSURED at such location, 13. Patent Infringement Any CLAIM arising out of, or related to, actual or alleged infringement of patent or patent rights or misuse of patent. JE-P-1 (10-19) Page 11 of 18 ANationwW B. EXCLUSIONS APPLICABLE ONLY TO LIABILITY COVERAGES FOR TECHNOLOGY BASED SERVICES; TECHNOLOGY PRODUCTS; AND COMPUTER NETWORK SECURITY BREACH UN- DER THE INSURING AGREEMENT This policy does not apply to: 1. Bodily Injury or Property Damage Any CLAIM based upon or arising out of BODILY INJURY or PROPERTY DAMAGE; 2. Electrical or Telecommunications Failure Any CLAIM arising out of mechanical or electrical failure or outage or any disruption or failure of a utility supplied by a third party, including power, communications or connectivity, 3. Governmental a. Any CLAIM arising out of a strike or similar labor action, war, invasion, act of foreign enemy or warlike operation (whether declared or not), civil war, mutiny; b. Any CLAIM arising out of an action or order of any domestic or foreign governmental authority or regulatory, administrative, law enforcement or judicial body to confiscate, intercept, monitor or analyze COMPUTER SYSTEMS as well as the information and data stored therein, whether with or without your authorization: c. Any CLAIM alleging noncompliance with any applicable local, state or federal privacy or breach of privacy notification laws or statutes; 4. Costs or Expenses to Withdraw, Recall, Inspect, Repair, Replace, Reproduce, Remove or Dispose of Technology Products Any CLAIM arising out of, or resulting from, any costs or expenses incurred, or to be incurred, by you or others for the withdrawal, recall, inspection, repair, replacement, reproduction, removal or disposal of. a. TECHNOLOGY PRODUCTS including any products or other property of others that incorpo- rate TECHNOLOGY PRODUCTS; b. Work product resulting from or incorporating the results of TECHNOLOGY BASED SERVICES; or c. Any products or other property on which TECHNOLOGY BASED SERVICES are performed, provided that this exclusion shall not apply to CLAIMS for the resulting loss of use of TECH- NOLOGY PRODUCTS, or loss of use of work product resulting from TECHNOLOGY BASED SERVICES. INNOCENT INSURED PROTECTION Whenever coverage under any provision of this policy would otherwise be excluded, suspended or lost because of: 1. Exclusions relating to any CLAIM based upon or arising out of any dishonest, fraudulent, criminal, malicious or intentional WRONGFUL ACTS committed by you; or 2. Concealment of a CLAIM by any Insured, we agree that the coverage as would be afforded by this policy will apply to each Insured who did not personally commit or participate in the WRONGFUL ACTS or agree to the concealment. For coverage to apply, you must notify us of the WRONGFUL ACTS or concealment as soon as you become aware of them. Nationwide' JE-P-1 (10-19) Page 12 of 18 LIMITS OF LIABILITY AND DEDUCTIBLE A. LIMITS OF LIABILITY The Limits of Liability shown in the Declarations, and the rules below, fix the most we will pay regardless of the number of Insureds under the policy, all persons or organizations who sustain DAMAGES pay- able under this policy, and/or CLAIMS made, or SUITS brought on account of coverage afforded by the policy. 1. Subject to paragraph 2. below, the Each CLAIM Limit of Liability shown on the Declarations is the most we will pay for each CLAIM first made against the Insured and reported to us during the POLICY PERIOD. 2. The Aggregate Limit of Liability per POLICY PERIOD shown on the Declarations is the most we will pay for all CLAIMS first made against the insured and reported to us during the POLICY PERIOD. 3. All Limits of Liability set forth above apply on a per POLICY PERIOD basis and are excess over any DEDUCTIBLE amount. The POLICY PERIOD Limits of Liability may not be aggregated in whole or in part, so as to provide any additional coverage with respect to CLAIMS first made or deemed made, or any CIRCUMSTANCE reported by the Insured during any other policy period. If the Limits of Liability as specified above per POLICY PERIOD are exhausted, our obligation for the POLICY PERIOD shall be deemed completely fulfilled and extinguished. 4. All RELATED CLAIMS, whenever made, shall be considered a single CLAIM first made and re- ported to us within the POLICY PERIOD in which the earliest of the RELATED CLAIMS was first made and reported to us. 5. CLAIMS EXPENSES are subject to and included within the applicable limit of liability. 6. In no event will our total limit of liability be increased by an Extended Reporting Period. B. DEDUCTIBLE 1. We will only be liable to pay DAMAGES and CLAIM EXPENSE subject to the Limits of Liability in excess of the DEDUCTIBLE shown on the Declarations. 2. If we have paid any amounts in excess of the applicable Limits of Liability, or within the amount of your DEDUCTIBLE, you shall be liable to us for all such amounts and, upon demand, shall pay such amounts to us. 3. Neither the applicable limit of liability nor the DEDUCTIBLE shall be increased because more than one Insured is included in a CLAIM. 4. Mediation and Risk Management Credit: The DEDUCTIBLE obligation of the NAMED INSURED, with respect to a CLAIM, will be reduced by fifty percent (50%) subject to a maximum reduction of $50,000 if: (1) A CLAIM is fully and finally resolved through the use of MEDIATION; or (2) The NAMED INSURED provides us a written agreement for the PROFESSIONAL SERVICES or CONTRACTOR SERVICES with respect to the CLAIM that was fully executed prior to the performance of such services or activities and the written agreement contains either: (a) A limitation of your liability to either the amount of the fee for the subject services or activ- ities, or $250,000, whichever is larger, or (b) A waiver of consequential damages provision in your favor. JE-P-1 (10-19) Page 13 of 18 t) Nationwide 5. When we receive your notice of a CLAIM or CIRCUMSTANCE and we, at our discretion, incur CLAIM EXPENSE to undertake measures to avoid any DAMAGES as a result of the reported WRONGFUL ACT, we will waive the applicable DEDUCTIBLE. However, the DEDUCTIBLE will always apply if a SUIT is filed, if arbitration hearings or mediation hearings are begun or if any DAMAGES are paid. INSURED'S DUTIES IN THE EVENT OF A CLAIM, SUIT OR CIRCUMSTANCE 1. In the event of a CLAIM, the NAMED INSURED must give us written notice of a. The specific WRONGFUL ACT; and b. The injury or damage which has resulted or may result from the WRONGFUL ACT; and c. The names and addresses of the claimants or potential claimants; and d. How and when you first became aware of such WRONGFUL ACT. 2. If CLAIM is made or SUIT is brought against you, you will immediately forward to us every demand, notice, summons or other process received by you or your representative. You will immediately forward to us all documents that you receive in connection with the CLAIM. 3. You will fully cooperate with us or our designee in the defense of a CLAIM, including, but not limited to assisting us in the conduct of SUITS or other proceedings, settlement negotiation, and the en- forcement of any right of contribution or indemnity against another who may be liable to you. You shall attend hearings and trials and assist in securing evidence and obtaining the attendance of witnesses. 4. We will have full discretion in the handling of any CLAIM, and you will give full information and assistance as we may reasonably require. You will cooperate with us and, at our request, consent to being examined and questioned by our representative, under oath, if necessary. At our request, you will attend hearings, depositions and trials and will assist in effecting settlement, securing and giving evidence, and assist in obtaining the attendance of witnesses. You will cooperate in the conduct of SUITS as well as in giving written statements to our representatives and defense counsel. 5. If a COMPUTER NETWORK SECURITY BREACH or CRISIS EVENT occurs during the POLICY PERIOD, you must notify us within three calendar days of the date of discovery of the COMPUTER NETWORK SECURITY BREACH or CRISIS EVENT. The date of discovery is the earlier of: a. The date you first become aware of facts that would cause a reasonable person to assume a COMPUTER NETWORK SECURITY BREACH or CRISIS EVENT has occurred, or b. The date you receive notice of an actual or potential CLAIM including allegations that, if true, would cause a reasonable person to assume a COMPUTER NETWORK SECURITY BREACH or CRISIS EVENT has occurred. 6. Immediately upon discovery of facts or notice of a CLAIM that would cause a reasonable person to assume a COMPUTER NETWORK SECURITY BREACH has occurred, you will take all rea- sonable steps to protect COMPUTER SYSTEMS as well as the information and data stored therein. 7. If you report a CIRCUMSTANCE for which there maybe coverage under this policy, and you give us written notice containing as much detail as you can reasonably provide regarding: a. What happened and the PROFESSIONAL SERVICES or activities you performed; b. The nature of any possible injury or DAMAGES; and c. How and when you first became aware of such a CIRCUMSTANCE: JE-P-1 (10-19) Page 14 of 18 then any CLAIM or RELATED CLAIMS that subsequently may be made against you arising out of such CIRCUMSTANCE shall be deemed to have been made on the date we received written notice of the CIRCUMSTANCE. You will cooperate with us in addressing the CIRCUMSTANCE and refuse, except solely at your own cost, to voluntarily make any payment, admit liability, assume any obligation, or incur any expense without our prior written approval. EXTENSION OF COVERAGE If an individual NAMED INSURED or a partner, manager, executive officer, director or trustee of the NAMED INSURED should die during the POLICY PERIOD, the period for reporting CLAIMS is ex- tended until the executor or administrator is discharged or for twenty-four (24) months from the date of death, whichever is less. If an individual NAMED INSURED or a partner, manager, executive officer, director or trustee of the NAMED INSURED has been insured by us for at least three consecutive years immediately prior to this POLICY PERIOD and the individual NAMED INSURED, partner, manager, executive officer, director or trustee of the NAMED INSURED becomes TOTALLY AND PERMA- NENTLY DISABLED during the POLICY PERIOD, the period for reporting CLAIMS is extended until the disability ends. No additional premium will be charged for this extension nor will any premium be refunded. EXTENDED REPORTING PERIOD Only the NAMED INSURED can exercise the option to purchase one of the Supplemental Extended Reporting Periods described in paragraph 3. of this provision. 1. One or more Extended Reporting Periods described below will be provided if the policy is canceled or nonrenewed or if we renew or replace coverage with insurance that provides coverage on other than a Claims Made and reported basis. 2. A Basic Extended Reporting Period is automatically provided without additional charge. This period begins at the end of the POLICY PERIOD and lasts for sixty (60) days. The Basic Extended Re- porting Period does not apply to CLAIMS covered under any subsequent policy. 3. In addition, the NAMED INSURED may purchase one of the Supplemental Extended Reporting Period Options shown in ITEM 9. of the Declarations, if you are in compliance with the terms and conditions of this policy. 4. Coverage for a Supplemental Extended Reporting Period must be added by endorsement for which an additional premium charge must be paid. Such period starts sixty (60) days after the end of the POLICY PERIOD. 5. The right to purchase a Supplemental Extended Reporting Period will terminate unless: a. We receive a written request for a Supplemental Extended Reporting Period; and b. The additional premium is paid within sixty (60) days of the end of the POLICY PERIOD. The NAMED INSURED'S request must specify the length of the Supplemental Extended Reporting Period desired. Once in effect, Extended Reporting Periods may not be canceled. 6. An Extended Reporting Period does not extend the POLICY PERIOD or change the scope of cov- erage provided. Subject otherwise to the policy's terms, limit of liability, exclusions and conditions, the policy is extended to apply to CLAIMS first made against you and reported to us in writing during the Basic Extended Reporting Period or, if purchased, the Supplemental Extended Report- ing Period, but only for CLAIMS due to WRONGFUL ACTS which happened on or after the RET- ROACTIVE DATE and on or before the expiration of the POLICY PERIOD. JE-P-1 (10-19) Page 15 of 18 FANationvir 7. Extended Reporting Periods do not reinstate or increase the policy's limits of liability. CLAIMS which are first made and reported during the Basic Extended Reporting Period or the Supplemental Extended Reporting Period, if it is in effect, will be deemed to have been made on the last day of the POLICY PERIOD. CONDITIONS 1. CANCELLATION This policy may be canceled by the first NAMED INSURED by surrendering the policy to us or any of our authorized agents or by mailing written notice to us stating when the cancellation is to be effective. We may cancel this policy by mailing to the first NAMED INSURED at the address shown on the Declarations a written notice stating when the cancellation is to be effective. We will give the first NAMED INSURED ten (10) days' notice for nonpayment of premium or sixty (60) days' notice for any other valid reason. The mailing of notice will be sufficient proof of notice. The time of surrender or the effective date and hour of cancellation stated in the notice will become the end of the POLICY PERIOD. Delivery of written notice either by the first NAMED INSURED or by us will be equivalent to mailing. If this policy is canceled, we will send the first NAMED INSURED any premium refund due. If we cancel, the refund will be pro rata. If the first NAMED INSURED cancels, the refund will be the customary short rate proportion. We will make the premium refund as soon as practicable after the date of cancellation. However, the premium refund is not a condition of cancellation. Notice of cancellation will only be sent to the first NAMED INSURED and will serve as notice to all of you. 2. NONRENEWAL If we do not renew this policy, we will mail written notice to the first NAMED INSURED at least sixty (60) days before the end of the POLICY PERIOD. Any changes in the terms and conditions quoted on renewal do not constitute nonrenewal of this policy. If notice is mailed, proof of mailing will be sufficient proof of notice. 3. ASSIGNMENT OF INTEREST/TRANSFER OF YOUR RIGHTS AND DUTIES Assignment of interest under this policy will not bind us unless we endorse the policy in writing assigning your interest to another party. Your rights and duties under this policy may not be transferred without our written consent, except in the case of death of an individual NAMED INSURED. If you die, your rights and duties will be transferred to your legal representative, but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties, but only with respect to that property. 4. CHANGES This policy contains all the agreements between you and us concerning the insurance afforded. The first NAMED INSURED shown in the Declarations is authorized to make changes in the terms of this policy with our consent. The terms of this policy will not be waived or changed except by endorsement issued by us and made a part of this policy. MAE Neftrm e JE-P-1 (10-19) Page 16 of 18 5. MERGERS AND ACQUISITIONS All mergers and acquisitions with other firms occurring throughout the POLICY PERIOD must be reported to us in writing within sixty (60) days of the merger or acquisition, or the next anniversary of this policy, whichever is sooner. We shall have the right to adjust the premium, terms, conditions and exclusions to reflect any shift in exposure created by such merger or acquisition. 6. CONFLICTING STATUTES Any part of this policy which is in conflict with the statutes of the state in which this policy is issued is amended to conform to such statutes. 7. SUBROGATION CLAUSE If the Insured has rights to recover all or part of any payment we have made under this policy, those rights are transferred to us. The 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. We will not exercise our right to recover against any Insured unless the DAMAGES result from any dishonest, fraudulent, criminal, malicious or intentional WRONGFUL ACTS committed by the In- sured. However, we hereby waive our subrogation rights against a client of yours or project owner to the extent that you had, prior to the CLAIM or CIRCUMSTANCE, entered into a written agree- ment to waive such rights. Any amount recovered from subrogation shall be apportioned as follows: a. Any amount recovered shall first be used for repayment of SUBROGATION EXPENSES; b. Second, to any DAMAGES and/or CLAIM EXPENSE paid by us; c. Third, to any DAMAGES and CLAIM EXPENSE paid by an excess insurer on your behalf; d. Fourth, to any DAMAGES and CLAIM EXPENSE paid by any other primary insurer on your behalf; and e. Last, to repayment of your DEDUCTIBLE. S. OTHER INSURANCE If you have other insurance which applies to CLAIMS reported under this policy, we will be excess of the amount of the applicable DEDUCTIBLE and any other valid and collectible insurance whether such other insurance is primary, pro rata, contributory, excess, contingent or any other basis, unless such other insurance is written only as specific excess insurance over the Limit of Liability provided in this policy. If a loss occurs involving two or more policies, each of which provides that its insurance will be excess, then each policy will contribute on a pro rata basis. This means we will pay no more than our percentage of the total amount of the insurance covering the CLAIM, less the DEDUCTIBLE. 9. SEPARATION OF INSUREDS Except with respect to the limits of insurance, and any rights or duties specifically assigned in this policy to the first NAMED INSURED, this insurance applies: a. As if each NAMED INSURED were the only NAMED INSURED; and b. Separately to each Insured against whom CLAIM is made or SUIT is brought. 10. SEVERABILITY CLAUSE The application and any supplements or addendums will be retained on file by us and will be deemed as incorporated in and constituting part of this policy along with the Declarations. JE-P-1 (10-19) Page 17 of 18 The particulars and statements contained in the application, any supplements or addendums and the conditions and exclusions set forth in this policy will be construed as a separate agreement with each Insured. By acceptance of this policy, you agree that the statements in the application are your representa- tions, that they shall be deemed material and that this policy is issued upon the truth of such representations. Nothing in this provision will be construed to increase the Limits of Liability as set forth in the Declarations. 11. LEGAL ACTION AGAINST US No person or organization has a right under this policy a. To join us as a party or otherwise bring us into a SUIT asking for DAMAGES from an Insured, or b. To sue us on this policy unless all of its terms 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, but we will not be liable for damages that are not payable under the terms of this policy or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the Insured and the claimant or the claimant's legal representative ii i'# -7e1 � I :1:i11 i Nl'1 Your bankruptcy or insolvency, or that of your estate, will not relieve us of our obligations under this policy. 13. INSURED'S RIGHTS AND RESPONSIBILITIES An individual NAMED INSURED or a partner, manager, executive officer, director or trustee of the NAMED INSURED, on behalf of all Insureds, will be: a. Authorized to make changes in the terms of this policy with our written consent, b. Authorized to receive any amount we refund, and c. Responsible for: (1) The payment of all premiums and DEDUCTIBLE obligations due to us, (2) Keeping records of the information we need for premium calculation, and sending us copies as we may request; and (3) Notifying us of any cancellation or non -renewal. 14. PREMIUMS All premiums for this policy shall be computed in accordance with our rules, rates, rating plans, premiums and minimum premiums applicable to the insurance afforded herein. 15. ECONOMIC AND TRADE SANCTIONS This policy does not provide coverage for any Insured, any transactions or any part of a CLAIM if uninsurable under the laws or regulations of the United States concerning trade, economic sanc- tions or trade embargos. JE-P-1 (10-19) Page 18 of 18