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HomeMy WebLinkAbout04089 - INTERACTIVE DESIGN PALM CANYON THEATER RUELL YOUNG Page: 2 Report: Expired Contracts: Oldest Date = / / and XREF = ENGINEERING -Summary October 22, 2003 Contract Number Description Approval Date Expiration Date Closed Date A4089 Master Architectural Svcs 04/07/1999 04/01/2003 Contractor :Interactive Design Corp. Insurance Status: A policy has Expired. d5-e XREF: ENGINEERING Service: In File A4109 Palm Canyon Dr., Pavement Evaluation 06/14/1999 12/01/1999 L' Contractor :Earth Systems Consultants Insurance Status: Certificate and Policies are OK C� XREF: ENGINEERING Service: In File A4126 MVP Underground Construction 07/28/1999 08/01/2000 Contractor :ARB Inc. Insurance Status: Certificate and Policies are OK XREF: ENGINEERING C/ Service: In File A4167 Indian Cyn Drive Traffic Signal Design, CP95-06 11/17/1999 11/01/2000 Contractor :DKS Associates Insurance Status: Certificate and Policies are OK C/ 5-0— L XREF: ENGINEERING Service: In File A4194 Landscape Architect Mesquite Median 02/02/2000 01/01/2001 Contractor:RGA Landscaping Insurance Status: Certificate and Policies are OK XREF: ENGINEERING Service: In File A4230 Tahquitz Cyn Signal Synchronization, CP00-05, M06627 06/07/2000 06/01/2001 Contractor :Albert Grover&Associates Insurance Status: Certificate and Policies are OK �d XREF: ENGINEERING Service: In File A4245 Const. Staking EPC/Gene Autry CP92-36 07/19/2000 07/01/2002 Contractor:Engineering Resources Insurance Status: Certificate and Policies are OK / j-e XREF: ENGINEERING v I/ Service: In File - City Of 8 X _e Edit• 1 -Maintenance Limits Checking Data ow ,Help N, �I III Parent Co. Divisions Cert Co's Glance' �, ProcessorLetters "Fallow-ups ' Reports Process ��� *4^0', i ,a n N•n�F a+Iv..r4. i*'z . tz.x H ::M Update CERTIFICATED Company Profile PARENT� I"Ity Clt Palrn Spnng. DIVISION., Engineering A NAME Interactive Design Cow. %REF:. 4089 µµVI General ICertrflcate ! � �Agent ICerlcoNotes ��TransactlonLog OK "rvt al lPolic, s Irda Cancel Gen t Gener les S7' Llmlt 'Other Lm Certificate No.: . . . ,. C� (V,rq Date Received: Apr 7 1999 Jl C`i Contrail C,- p.O. 1 Days'notice prior to expiration 3p li Continuous'-No Expiration (A Letter will NOT be generared) Specifics:' Master Architectural Services A4089 _ (Lease reemeM,W1N M etc faFprirninQ on letters) III balaMUST'beenteredinallredrields.� E P r -- — -- -- — ncomin'g Certificates I�; Start I� � � ,�,�In6ox M1lcros...; Conference . , ''I �I�� �C�� v�„MW 248PMd R . GEFi7R,hIC l AGR STAT.do... FA$TRAK Cer STATUS: COMPLETED: REMAIN OPEN UNTIL: � —' Date &Initials CLOSE AGR,,% �4 �(riCe�lL �Q/ Signature PLEASE RETURN TO THE CITY CLERK PALM -..��,. ._,.u,,,._,.._..,,,._�-_, :_, _ of fi.J1 S City of Palm Springs V7 Department of Public Works " Ai Engineering Division 04 E0 4 3200 Tahquia Canyon Way • Palm Springs, California 92262 ti�I Fp R� TEL: (760) 323-8253 • FAX(760) 322-8360 • TDD(760)864-9527 September 10, 2001 Interactive Design Corp. Attn: Reuel Young, Architect 3001 E. Tahquitz Canyon Way, Suite104 Palm Springs, CA 92262 Re: Contract Services Agreement No. 4089 for Miscellaneous Architectural ervices Dear Reuel: �/���� Your architectural firm and the City entered into a 2-year agreement for architectural design services on April 17, 1999, for a 2-year term with 2 additional, 1-year renewal options. If you agree to extend this agreement for another year at the current terms, please sign below and return one signed original copy of this letter. Sincerely, 9�� DAVID J. BARAKIAN I hereby agree to extend my agreement Director of Public Works/City Engineer with the City of Palm Springs at the current terms, for one year, until April 17, 2002. DJB:md Signed: Reuel A. Young, Principal cc: Procurement & Contracts Interactive Design Corporation Post Office Box 2743 Palm Springs, California 92263-2743 Y DATE: April 7, 1999 TO: City Council FROM: Maintenance&Environmental Affairs Manager via Director of Transportation CITY-WIDE ARCHITECTURAL DESIGN SERVICES FOR SMALL CONSTRUCTION AND REMODELING PROJECTS THROUGH A MASTER CONTRACT SERVICE AGREEMENT WITH INTERACTIVE DESIGN CORPORATION RECOMMENDATION: It is recommended that the City Council approve a master contract service agreement with Interactive Design Corporation for architectural design services for city-wide, miscellaneous small construction and remodeling projects for a two (2)year term with two (2) additional one(1)year renewal options in an amomit not to exceed $5,000 per project unless otherwise approved by City Council,but not exceeding the maximum contract amount of$100,000 per fiscal year. BACKGROUND: As you know, city facilities age and change. Maintenance, small construction and minor remodeling work are a part of facilities management. In order to keep buildings efficient, operational and responsive to the changing needs of the users, facilities often need modifications. From this ongoing need, the Procurement Division solicited proposals (RFP#20-98) for architectural design services from fourteen (14) firms located in the Palm Springs area. This RFP was advertised in the Desert Sun, and as of the closing date and time of 3:00 p in on August 21, 1997, only one proposal was received. Technical expertise for specific design issues, and the ability to draft the necessary specifications to make these changes happen in a timely manner were some of the objectives of the RFP. This information was then used to form the master agreement which is intended to help streamline the construction process, and reduce overall administration cost associated with these types of small projects. There is no civil engineering design requirements in this agreement. Most of the architectural design services needed within the city are for small construction or remodeling projects where the architectural design cost are generally under $5,000. During the fiscal year 96/97, the City spent approximately $33,000 for architectural services and in fiscal year 97/98 approximately $31,000, excluding the airport terminal expansion projects. It its anticipated that the City will spend between$40-50,000 for fiscal year 99/00 for architectural design services for various city-wide projects. This agreement requires an amendment for each project to be submitted to the Engineering Department. After submission and review, Engineering staff will assign an amendment number to each project and will track them accordingly. It should be noted that projects that have design cost exceeding $5,000 must be submitted as an amendment to this agreement, and a report with the amendment will be submitted to the Council for approval during one of their scheduled meetings Interactive Design Corporation, a Palm Springs architectural firm, submitted the only proposal to RFP# 20-98. Reuel Young, A.I.A., owner and CEO, has worked on various city projects for the past several years. He is familiar with the City's bid documents ("front end"), the timing and procedure for bidding, and the contract administration procedures used by City staff. This is evident in his proposal, and was favorably evaluated during the review process. Negotiation was held open with Reuel Young for several months prior to seeking approval for this agreement A language clarification over the indemnification clause in the City's standard contract service agreement ("long form") was in question, and was closely reviewed by the City Attorney's office and staff. After this extensive evaluation period, die City Attorney's office, in conjunction with executive staff,were successful in altering this language to a form acceptable to all parties. These revisions are unique to this agreement, and will not be reflected in the City's (long& short) standard contract service agreements at this time. Presently, there are four (4) projects in the wings for which the City is seeking architectural design services Only one (1) of these projects exceeds the $5,000 amount in design cost. That project is the DeMuth Park restroom remodel project and the design cost are scheduled not to exceed $12,500. This project is also being submitted as Amendment No. 1, and will be separately presented in a staff report for your consideration as future part of this agreement if approved. The other three(3)projects include: airport restroom remodel, library exterior paint and plaster repair and library entrance signage project. Funds for each specific project will be budgeted in the appropriate accounts, and will be identified in each amendment. Council Minutes 4-7-99,Page 9 Minute Order 6367 as recommended, was presented; after which, it was moved by Reller- Spurgin, seconded by Oden, and unanimously carried, Hodges absent, that MO6367 be adopted. 8. MASTER CITY-WIDE ARCHITECTURAL DESIGN SERVICES CONTRACT Recommendation: That the Council approve a master contract service agreement with Interactive Design Corporation for architectural design services for city-wide, (117- miscellaneous small construction and remodeling projects for a 2-year term, with one 1- 045) year option to renew, not to exceed $5,000 per project, unless otherwise approved by the City Council; but not exceeding a maximum contract aggregate of $100,000 per fiscal year,A4089. Director, Dept. of Transportation reported that the RFP process was followed; that one proposal was received; that agreements have been completed; that each project will be as an amendment to the master agreement; that any project in 'excess of $5,000 in architectural fees will also come back to the Council for approval. He stated that concerning Item 9,the work on that project was running concurrently with the RFP for the master agreement; that the architect will return preliminary design, which will be brought to the Council. Minute Order 6368 as recommended,was presented;after which, it was moved by Barnes, seconded by Reller-Spurgin, and unanimously carried, Hodges absent, that MO6368 be adopted. 9. MASTER CITY-WIDE ARCHITECTURAL DESIGN SERVICES CONTRACT- AMENDMENT I Recommendation: That the Council approve Amendment No. 1 to master contract service agreement with Interactive Design Corporation for architectural design services (117- for remodeling restrooms at Demuth Park,not to exceed $12,500, A4089. 045) See Item 8. Minute Order 6369 as recommended, was presented;after which, it was moved by Barnes, seconded by Reller-Spurgin, and unanimously carried, Hodges absent, that MO6369 be adopted. 10. SB 15 (POLANCO)-HANDGUNS Recommendation: That the Council discuss the merits of Senate Bill 15, which proposed to establish quality and safety standards for handguns manufactured and sold in (098- California, and to give direction whether to support the legislation. ) Assistant City Manager highlighted the recommendation,and responded to question stating that the bill would apply only to manufacture and sale, and not the buyer. It was moved by Oden, seconded by Reller-Spurgin, and unanimously carried, Hodges absent, that the Mayor send a letter of support. 11. CITY OF DESERT HOT SPRINGS -ECONOMIC ASSISTANCE Recommendation: That the Council consider joining other Coachella Valley cities in making a $5,000 contribution to the City of Desert Hot Springs to pay for an interim (123- Finance Director. Memorandum of Director of Finance&Treasurer was highlighted. ) Minute Order 6370 authorizing contribution, was presented; after which, it was moved by Oden, seconded by Barnes, and unanimously carried, Hodges absent, that MO6370 be adopted. • Interactive Design Corp Palm Canyon Theater AGREEMENT #4089 Amend 74 M06936, 9-19-01 AMENDMENT NO. 7A TO AGREEMENT NO. 4ub9 P - - — - --- TO INTERACTIVE DESIGN CORPORATION FOR THE REPAIR OF THE PALM CANYON THEATRE THIS AMENDMENT TO THE SEVENTH AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES (#4089 herein "Agreement'), is made and entered into this _ -day of°y!i(de�IC. , 200, by and between the City of Palm Springs (herein "City" or `Owner"), a municipal corporation, and INTERACTIVE DESIGN CORPORATION, (herein "Contractor"), and amends that certain Agreement for contract services dated April 7, 1999, as amended, between the same parties, as follows: EXHIBIT "A", SCOPE OF SERVICES, is hereby amended to add the following: Preparation of plans, specifications for repair of the areas above the Costume and Storage Rooms west of the Breezeway at the Palm Canyon Theatre. Details of the Project Scope are as follows: SCOPE OF PROJECT: Additional work at the Palm Canyon Theater as identified in Change Order No. 1: 1. Demolition a. Remove roof and ceiling framing, plaster ceiling, electrical and HVAC in area over Costume and Storage Rooms west of Breezeway. 2. New work: a. Framing i. Install new roof and ceiling framing in Costume and Storage Rooms west of Breezeway. ii. Install additional framing in Rehearsal Room and Breezeway. b. Finishes I. Install new drywall ceiling in Costume and Storage Rooms west of Breezeway. c. Electrical i. Re-wire and reinstall light fixtures in Costume and Storage Rooms west of Breezeway. d. HVAC i. Install new sheet metal duct into attic area above Costume and Storage Rooms west of Breezeway. SCOPE OF SERVICES: Services to--be provided by Interactive Design Corporation, are as follows: 1. Existing conditions a. Meet with General Contractor, Structural Engineer, Building Official to review areas above Costume and Storage Rooms west of Breezeway, not in original scope. b. Field document existing conditions and prepare base plans. 2. Design a. Investigate alternative solutions to new framing above Costume and Storage Rooms west of Breezeway. b. Meet with Structural Engineer, General Contractor and Building Official to review alternatives. • • Interactive Design Corp. Architectural Services AGREEMENT#4089 Amendment VA c. Prepare drawings and structural calculations for new roof and ceiling in Costume and Storage Rooms west of Breezeway relating to the following work: i. Structure ii. Electrical iii. HVAC iv. Architecture 3. Construction Documents a. Prepare drawings, notes, calculations and details to communicate preferred solution. 4. Construction Administration a. Visit the site at appropriate stages to review work in progress. COMPENSATION, is amended as follows: Total Compensation, as described in this schedule, shall be hourly not to exceed Five Thousand Eight Hundred ($5,800), for a total amendment amount not to exceed $36,100, without written authorization from the City Contract officer. Except as specifically amended by this Amendment, all terms and provisions of Agreement No. 4089, approved by the City Council on April 7, 1999, Minute Order No. 6368, remain in full force and effect. DATED this 14* day oj��,k t,&0,Z' , 200U. TES ITY OF PRIN(iS, CA CONTRACTOR: Interactive Design Corporation City lerk By: (NOTARLZED) APPROVED AS TO FORM: Reuel A. Young, President CtyAtt DD�D gy (1 -, (NOTARIZVD) Date: Nedra Pope Young, Secretary ADate:� Mla e—5_ J� 9 Mailing Address: Date: -;3 -l9 —2� `d. 3001 E. Tahquitz Canyon Way, Suite 104 Palm Springs, CA 92262 STATE OF CALIFORNIA, COUNTY OF RIVERSIDE } S.S. On February 25, 2002 before me, Philip S. Klatchko a Notary Public in and for said County and State, personally appeared NEDRA POPE YOUNG and REUEL A. YOUNG personally known to me (or proved to me on FOR NOTARY SEAL OR STAMP 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 "'LU-4 "` ''' IP S KLATCHKhe/she/they executed the same in his/her/their COMM #t242ss2authorized capacity(ies), and that by his/her/their PJotaryPuSGcCaldemrosignature(s) on the instrument the person(s), or RNERSIDE COUNTY the entity upon behalf of which the person(s) MyCj Fxp.Nov.20,2003 acted, executed the instrument. WITNESS my-hard--aod official seal. Signature Philip S. Klatchko • • Interactive Design Corp. t Architectural services AGREEMENT#4089 Amendment#7A AMENDMENT NO. 7A TO AGREEMENT NO. 4089 TO INTERACTIVE DESIGN CORPORATION FOR THE REPAIR OF THE PALM CANYON THEATRE THIS AMENDMENT TO THE SEVENTH AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES (#4089 herein "Agreement'), is made and entered into this day of 2001, by and between the City of Palm Springs (herein "City" or "Owner"), a municipal corporation, and INTERACTIVE DESIGN CORPORATION, (herein "Contractor"), and amends that certain Agreement for contract services dated April 7, 1999, as amended, between the same parties, as follows: EXHIBIT "A", SCOPE OF SERVICES, is hereby amended to add the following: Preparation of plans, specifications for repair of the areas above the Costume and Storage Rooms west of the Breezeway at the Palm Canyon Theatre. Details of the Project Scope are as follows: SCOPE OF PROJECT: Additional work at the Palm Canyon Theater as identified in Change Order No. 1: 1. Demolition a. Remove roof and ceiling framing, plaster ceiling, electrical and HVAC in area over Costume and Storage Rooms west of Breezeway. 2. New work: a. Framing i. Install new roof and ceiling framing in Costume and Storage Rooms west of Breezeway. ii. Install additional framing in Rehearsal Room and Breezeway. b. Finishes i. Install new drywall ceiling in Costume and Storage Rooms west of Breezeway. c. Electrical i. Re-wire and reinstall light fixtures in Costume and Storage Rooms west of Breezeway. d. HVAC i. Install new sheet metal duct into attic area above Costume and Storage Rooms west of Breezeway. SCOPE OF SERVICES: Services to be provided by Interactive Design Corporation, are as follows: 1. Existing conditions a. Meet with General Contractor, Structural Engineer, Building Official to review areas above Costume and Storage Rooms west of Breezeway, not in original scope. b. Field document existing conditions and prepare base plans. 2. Design a. Investigate alternative solutions to new framing above Costume and Storage Rooms west of Breezeway. b. Meet with Structural Engineer, General Contractor and Building Official to review alternatives. ` • Interactive Design Corp. Architectural services AGREEMENT#4089 Amendment VA c. Prepare drawings and structural calculations for new roof and ceiling in Costume and Storage Rooms west of Breezeway relating to the following work: i. Structure ii. Electrical iii. HVAC iv. Architecture 3. Construction Documents a. Prepare drawings, notes, calculations and details to communicate preferred solution. 4. Construction Administration a. Visit the site at appropriate stages to review work in progress. COMPENSATION, is amended as follows: , ryµtk iota Compensation) shall be hourly not to exceed Five Thousand Eight Hundred ($5,800), not to exceed $36,100, without written authorization from the City Contract Officer. ` W� Guvuhr,�� S0 ,tYV- y.o} {� �It u � wt&4) ,.��1 b, Except as specifically men�ed by this Amendment, all terms and provisions of Agreement No. 4089, approved by the City Council on April 7, 1999, Minute Order No. 6368, remain in full force and effect. DATED this day of , 2001. ATTEST: CITY OF PALM SPRINGS, CA CONTRACTOR: Interactive Design Corporation City Clerk By: (NOTARIZED) APPROVED TO FORM: Reuel A. Young;President By: ,p :�� a.tGs.)? City ttorne By: �Y:� , !J Lyl c` (NOTARIZES) {' i Date: Nedra Pope Young, Secrefary f By: Date162 City Manager Mailing Address: Date: 3001 E. Tahquitz Canyon Way, Suite 104 Palm Springs, CA 92262 APPROVED BY THE CffV CCUNCIL 9 4n b l IqIto STATE OF CALIFORNIA, COUNTY OF RIVERSIDE } S.S. On February 25, 2002 before me, Philip S. Klatchko a Notary Public in and for said County and State, personally appeared NEDRA POPE YOUNG and REUEL A. YOUNG personally known to me (or proved to me on FOR NOTARY SEAL OR STAMP 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 PHlbl p g,KjATpHKO N V he/she/they executed the same in his/her/their OlMyCawn. cwtAfl242592 ,m(authorized ca acit yies , and that b his/her/their NotaryPubl Blifornnia signatures) on the instrument theperson(s), or. RIVERSIDE COUNTY the entity upon behalf of which the person(s) E. �003 acted, executed the instrument. WITNESS my ha/d�.and official seal. Signature . Philip S. Klatchko Interactive Design Corp Palm Canyon Theatre AGREEMENT #4089 Amend #7 N06810, 2-21-01 AMENDMENT NO. 7 TO AGREEMENT NO. 40d9 TO INTERACTIVE DESIGN CORPORATION FOR THE REPAIR OF THE PALM CANYON THEATRE THIS SEVENTH AMENDMENT TO THE AGREEMENT FOR CONTRACT EPVICES (#4089 herein "Agreement'), is made and entered into this ��Vl-day of 2001, by and between the City of Palm Springs (herein "City" or "Owner'), a municip corporation, and INTERACTIVE DESIGN CORPORATION, (herein "Contractor'), and amends that certain Agreement for contract services dated April 7, 1999, as amended, between the same parties, as follows: EXHIBIT "A", SCOPE OF SERVICES, is hereby amended to add the following: Preparation of plans, specifications and cost estimates for the repair of the Palm Canyon Theatre. Details of the Project Scope are as follows: SCOPE OF PROJECT - Bid Schedule A (comprehensive repair and restoration of fire- damaged historic building, paid by the insurance company) 1. Concrete a. Exterior slab and footings at south loggia b. Miscellaneous repair of concrete 2. Carpentry a. Framing of roof over rehearsal room and south loggia b. Miscellaneous seismic upgrade to roof diaphragm c. Removal of existing hardwood flooring and subfloor d. Installation of new plywood subfloor and new hardwood flooring e. Install new cabinetry and storage rooms 3. Roofing a. Install clay tile roof to match existing 4. Windows and Doors a. Fabrication and installation of wood windows and doors to match original 5. Finish a. Gypsum board walls and ceiling b. Replace damaged wall tile c. Paint interior and exterior 6. Restrooms a. Replace damaged accessories b. Remove existing, recondition and replace plumbing fixtures 7. HVAC a. Replace existing HVAC unit with new, including ducts and grilles 8. Electrical a. Install new fluorescent fixtures interior and exterior b. Install power outlets SCOPE OF PROJECT— Bid Schedule B (recommended upgrades) 1. Roofing (recommended by HSPB and Architect) a. Replace standard "S" tiles with flat pan "S" tiles as shown on the 1926 drawings on the southeast wing only. 2. Windows and Doors (recommended by Architect) a. Dual glazed windows (300SF x $8/SF = $2,400) Interactive Design Corp. Architectural Services AGREEMENT#4089 Amendment#7 Page 2 3. HVAC (recommended by Architect) a. Relocate new unit away from front of parapet (out of view) 4. Electrical (recommended by HSPB and Architect) a. Relocate 2" electrical conduit from face of building. 5. Miscellaneous (recommended by Architect) a. Tile trim in Ladies' Restroom b. Urinal screen in Men's c. Landscape lighting at walkway SCOPE OF SERVICES: Services to be provided by Interactive Design Corporation,are as follows: A. Design Development 1. Prepare base plans 2. Prepare building systems plans 3. Exterior and interior elevations 4. Review preliminary plan with Building Official 5. Outline specifications B. Construction Documents 1. Architecture 2. Structural 3. Plumbing 4. HVAC 5. Electrical 6. Communications 7. Specifications C. Advertisement and Bidding 1. Assemble specifications in accordance with City-provided format 2. Assemble Project Manual 3. Pre-bid meeting 4. Review bids and assist in contract negotiations D. Construction Administration 1. Attend pre-construction meeting 2. Attend weekly progress meeting 3. Provide support for field questions 4. Review submittals (shop drawings and samples) 5. Review and assist in preparation of Contract Change Orders 6. Assist with contract closeout E. Construction Management 1. Conduct and record weekly progress meetings 2. Assemble and track submittals 3. Review pay requests 4. Process Requests for Information 5. Coordinate inspections 6. Assemble and maintain project records and schedule EXHIBIT C -COMPENSATION, is amended as follows: Bid Schedule A (comprehensive repair and restoration of fire-damaged historic building, and construction management, cost paid by insurance) • • Interactive Design Corp. Architectural Services AGREEMENT#4089 Amendment#7 Page 3 For Services A through D (Design Development through Construction Administration compensation shall be hourly not to exceed Twenty-One Thousand Dollars ($21,000.). For Services E (Construction Management) compensation shall be hourly not to exceed Five Thousand Dollars ($5,000.) Bid Schedule B (recommended upgrades for the southeast wing) For Services A through D (Design Development through Construction Administration) compensation shall be hourly not to exceed One Thousand Nine Hundred Dollars ($1,900.) Bid Schedule C (electrical enclosure upgrade) For Services A through D (Design Development through Construction Administration) compensation shall be hourly not to exceed Two Thousand Four Hundred Dollars ($2,400.) Total compensation for all items above, as described in this schedule, shall not exceed $30,300 without written authorization from the City Contract Officer. EXHIBIT D — SCHEDULE OF (PERFORMANCE, is hereby amended to add the following: PHASES A— D shall be completed within sixty (60) working days from the date of authorization to proceed. Phase E shall be completed contemporaneous with construction of project. Except as specifically amended by this Amendment, all terms and provisions of Agreement No. 4089, approved by the City Council on April 7, 1999, Minute Order No. 6368, remain in full force and effect. DATED this day of_MQ Lc , 2001. ATTEST: CITY OF PALM SPRINGS a municipal corporation City Clerk City Manage CONTRACTOR: INTERACTIVE DESIGN CORPORATION ri'ItcJVI f� ASTOZM By: Name: REW A. YOI NG Title: Pri pal '64y3Autornp; ADDRESS: )ate -- v Interactive Design Corporation 3001 E. Tahquitz Canyon Way, Suite 104 Palm Springs, CA 92262 CII`Ii'Sg c;CUilJ1f IC llf'U Interactive Design Architectural Services -AMEND#5A AGREEMENT#4089 M06639, 6-21-00 AMENDMENT NO. 5A TO AGREEMENT NO. _ TO INTERACTIVE DESIGN CORPORATION FOR THE POLICE DEPT. BASEMENT REMODEL Amendment #5 to Agreement No. 4089, is hereby amended to read as follows: Under item - Remodel lower level of Palm Springs Police Dept., 1 (1), Change from "three supervisors offices" to `four"; 1 (2), Change from "15 to 20 officers" to "29"; 2(b), A second area of egress is required by Building Div.; 4(e), Add "Additional conduit shall be provided as required by City. Under Exhibit C "Compensation", revise Phase II compensation from $3,000 to $4,390 and total compensation from $15,900 to $17,290. Except as specifically amended by this Amendment, all terms and provisions of Amendment #5 to Agreement No. 4089, approved by the City Council on February 2, 2000, Minute Order No.6565, remain in full force and effect. L. DATED this GZ[sL day of 12000. ATTEST: CITY OF PALM SPRINGS P City Clerk City Manage APPROVED AS TO FORM: ✓ Check one: _Individual _Partnership CONTRACTOR: INTERACTIVE DESIGN CORPORATION (Corporations require two signatures: By: � �Y�'� `One from each of the following: Signature (Naltarid L h� A. Chairman of Board, President, G any Vice-President: AND B. Secretary, Print Name & Title Assistant Secretary, Treasurer, Assistant D Treasurer, or Chief Financial Officer). By: Signau (N`o� zed) ,P�v� YoUN6,, S�cr�i�y' Print Name & Title Mailing Address: 3001 E. Tahquitz Canyon, Ste 104 A QV f) 63Y,FJ HE a7v co Ulm a Palm Springs, CA 92262 State of G I—i -101 /x 4L • County of lfl ✓mac- i 6 f On uNe� / aaoo before me, DATE - NAME,TITLE OF OFRCER-F_G.,'JANE ME.NOTARY PUBLIC' personally appeared N6br ,Po Ps Y6,v v6-- 5,, 6 le Yov/✓CT NAME(S)OF SIGNER(S) personally known to me - OR - ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) ig/are subscribed to the within instrument and ac- knowledged to me that ( they executed the same in /their authorized capacity(ies), and that by h /their signature(s) on the instrument the person(s), tier or the entity upon behalf of which the cc, n;a T t) art person(s) acted, executed the instrument. WITNESS my hand and official seal. SIGNATUR NOTARY OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT f ❑ INDIVIDUAL ❑ CORPORATE OFFICER TrrLEcsl TITLE OR TYPE OF DOCUMENT ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTnY(IFS) — SIGNER(S) OTHER THAN NAMED ABOVE 01993 NATIONAL NOTARY ASSOCIATION-8236 Remmet Ave.,P.O.Box 7184-Canoga Park,CA 91309.7184 Interactive Design Architectural Services-AMEND#5 • AGREEMENT#4089 M06565, 2-2-00 AMENDMENT NO. 5 TO AGREEMENT NO. 4089 TO INTERACTIVE DESIGN CORPORATION FOR THE POLICE DEPT. BASEMENT REMODEL Agreement No. 4089 is hereby amended to read as follows: EXHIBIT A - SCOPE OF SERVICES, is hereby amended to add the following: Preparation of plans, specifications and cost estimate for the remodel of the unfinished basement shell of the Police Dept, for the Palm Springs Narcotics Task Force, and the multi-agency task forces. Details of the Project Scope are as follows: • Remodel lower level of Palm Springs Police Dept. 1. Build out unimproved area north of court yard: (1) Add three supervisors offices (2) Add bull-pen for 15 - 20 officers (3) Add interview room (4) Add reception area (5) Add waiting area for informants (6) Add small kitchen/break room (7) Add evidence vault (8) Add equipment room (9) Add conference room for up to 40 people 2. Code issues to be researched: (a) Type of construction (b) Exiting requirements from basement (c) Elevator lobby "safe refuge" (d) Occupant load (overall area and Conference Room) (e) ADA requirements 3. Unimproved area is defined by the following: (a) North: exterior wall at grid line "A" (b) East: existing exit corridor between grid lines "5" and "6" (c) South: grid line "D" from west wall to east wall of courtyard then south to grid line "E" (d) West: exterior wall at grid line "3" 4. Unimproved area currently contains/includes: (a) Floor: poured in place concrete slab floor, steel floor deck with poured in place concrete deck on the ceiling (b) Walls (north and west): poured in place concrete exterior/retaining (c) Walls (east): drywall over metal studs (fire resistive construction not Known Page 2 of 5 Amendment No. 5 to Agreement for Interactive Design (d) Walls (south): glass storefront (c) Electrical (location of sub panel is unknown) and stub out only of sheet metal supply HVAC duct (f) Fire sprinklers currently exist SCOPE OF SERVICES: 1. PHASE I A. Programming and pre-design (1) Meeting with client to review objectives, budget, schedule (2) Research TJBC and related codes (3) Meeting with Building officials (4) Research existing documents (5) Field survey and base plans 1. PHASE II A. Preliminary design (1) Develop floor plan alternatives (2) Review with City (3) Refine preferred scheme (4) Coordination meeting with HVAC, plumbing and electrical Sub-consultants (5) Present preliminary plans to City 3. PHASE III A. Design Development (1) Prepare proposed base plans (2) Prepare proposed building systems (3) Prepare interior elevations (4) Prepare construction type/wall type (5) Door schedule (6) Review preliminary plan with Building Official (7) Outline specifications 4. PHASE IV A. Construction Documents (1) Architecture (2) Structural (3) Plumbing (4) HVAC (5) Electrical (6) Communications (7) Specifications Page 3 of 5 Amendment No. 5 to Agreement for Interactive Design Corp. 5. PHASE V A. Advertisement and Bidding (1) Assemble specifications in accordance with City-provided format; (2) Assemble project manual (3) Attend pre-bid meeting (4) Review bids and provide bidding assistance 6. PHASE VI A. Construction (1) Attend pre-construction meeting (2) Attend weekly progress meetings (3) Review submittals (shop drawings and samples) (4) Review pay requests, as required by City (5) Review and assist in preparation of Contract Change Orders (6) Assist City with contract close-out EXHIBIT "C" - COMPENSATION: is hereby amended to add the following: Phase I - Upon completion compensation for Phase I, as described in the Scope of Services Exhibit A, shall be on an hourly basis, not to exceed $1,000. Phase If - Upon completion compensation for Phase II, as described in the Scope of Services Exhibit A, shall be on an hourly basis, not to exceed $3,000. Phase III - Upon completion compensation for Phase III, as described in the Scope of Services Exhibit A, shall be on an hourly basis, not to exceed $8,500. Phase IV, Item 1: Upon completion for Phase IV, Item 1, as described in the Scope of Services Exhibit A, shall be on an hourly basis, not to exceed $1,000. Phase IV, Item 2: Upon completion compensation for Phase IV, Item 2, as described in the Scope of Services Exhibit A, shall be on an hourly basis, not to exceed $1,000. Phase IV, Items 3 and 4: Upon completion compensation for Phase IV, Items 3 and 4, as described in the Scope of Services Exhibit A, shall be on an hourly basis, not to exceed $1,500. Page 4 of 5 Amendment No. 5 to Agreement for Interactive Design Corp Phase IV, Items 5 through 7: Upon completion compensation for Phase IV, Items 5 through 7, as described in the Scope of Services Exhibit A, shall be on an hourly basis, not to exceed $2,000. Phase V: Upon completion compensation for Phase V, as described in the Scope of Services Exhibit A, shall be on an hourly basis, not to exceed $750. Phase VI: Upon completion compensation for Phase VI, as described in the Scope of Services Exhibit A, shall be on an hourly basis, not to exceed $750. Normal reimbursable expenses, including reproduction costs, facsimiles, postage and shipping, shall be billed to City based upon rates described within this schedule. Allowance in an amount not to exceed $400 shall be provided without written authorization from the City Contract Officer. Total compensation for all items above, as described in this schedule, shall not exceed $15,900 without written authorization from the City Contract Officer. EXHIBIT D - SCHEDULE OF PERFORMANCE, is hereby amended to add the following: PHASES I through V shall be completed within sixty working days from the date of authorization to proceed. PHASE VI shall be completed immediately upon request of the City, or in the case of reviewing submittals and pay requests, within the time frame set forth in the contract specifications. Except as specifically amended by this Amendment, all terms and provisions of Agreement No. 4089, approved by the City Council on April 7, 1999,Minute Order No.6368, remain in full force and effect. DATED thid/A day C,"` 2000. A EST: 1 l' r) CITY OF PALM SPRINGS y � �- "� � City Clerk City Manager APPROVED AS TO FORM:/k rn ; sr.-C, rg GaFG�f�w+11�cL� i3i(IIC-d';��'�!f°�C:C�II__1�I�pt Check one: _Individual _Partnership CONTRACTOR: INTERACTIVE DESIGN g CORPORATION (Corporations require two signatures: By: One from each of the following: Signatur�ee(Nd�farizedf C� T A. Chairman of Board, President, Al z n/'Z/) / � �� J g _ any Vice-President: AND B. Secretary, PIlnt Name & Title Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer). By: Signature (Notari d) DU�6 �G Print Name & Title Mailing Address: ek:CV yzzBz_ CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT �yrcrer�rrcr�c er�rc�`ci'crcrcrcr�rr�r�rci`e�cr�rcrcrr��r'ercrcrct',cc`crcrret`cr�C c�crcrcrercrtir�5^cr��r State of California ss. I County of Tit On /1 before me, TY 7 �Yf� Oate Name and Title f Ofneer e I A. ( g,�ana Doe,Notary Public") � personally appeared >"�- ame(s)of Signers) h, IS known to me ❑ 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 4 KAREN GrzA_Er capacity(ies), and that by his/her/their a, Commission r 1179146 signatures) on the instrument the person(s), or NCraryPublic-California >- the entity upon behalf of which the persons) on Bernardino County ?>, acted, executed the instrument. '�I 1 tvty Comm.E;.pirc-s Apr 10,2Q02 WITN y hand an cial s I. qqq� Place Notary Seal Above Sg tune of Notary Publo - OPTIONAL Though the information below is not required bylaw, it may prove valuable to persons relying on the document .� I ' and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document n I I I \- , Title or Type of Doc�,lmeent: - -tiU �(- 4,� �S 4 �taY•feN�M7 ���i `h��`f-_Yol 1 2siyI � �o�r ��__a �- Document Date: �Al'�truu; P11 Number of Page : I copies DYi9lnafs Signer(s) Other Than Named Above: Capacity(ies) imed by Signer Signer's Name: . ❑ Individual I I I - Corporate Officer—Title(s): ts " .0 Top of thumb here ❑ Partner—❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing. try ?, ©1997 National Notary Assoclalion•9350 De Sole Ave PO Box 2402•Chatsworth,CA 91313 2402 Prod No 5907 Reorder Call Tell-Free 1-800-876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT - -- - - - - - - - State of California II ss. County of -1.,i 1Qe } i On odw 81,Do , before me, � Name an Title of Offmei(e. .,"Jane Doe,Notary Public") l personally appeared �rgYJ¢ �ry5 Na e(s)of S;gner(e) r personally known to me ❑ 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 , EY capacity(ies), and that by his/her/their Commissions 1179146 signature(s) on the instrument the person(s), or z NotayPublic-cafromia > the entity upon behalf of which the person(s) Son Bernadine Coun' ry acted, ex cuted the instrument. 1 -> My Comm.E;,pirc-s Apr'10,102 (� WITNE h n and o t seal. j Place Notary Seal Above sgnatur of Notary Public - OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document 2� and could prevent fraudulent removal and reattachment of this form to another document. fiDescription of Attached Document 1 I / Title or Type of Document:� it�li Gf 5 l--eeyuet-vr tv -T�Ofsh✓e le45o Document Date:`6 bo G�t?�R4 Ill.&.') Number of pages S Signer(s) Other Than Named Above: ixyC- '�• �IOIA�ILG t Capacity(ies) Clai`me'd' b Signer Signer's Name: UMUM P1' ❑ Individual 1 h \_ r Top of thumb here tZ Corporate Officer—Title(s): I pp �PSIQQ.IA. I , ❑ Partner—❑ Limited El General ❑ Attorney in Fact ❑ Trustee P1' ❑ Guardian or Conservator Al ❑ Other: T�� I �j Signer Is Representing: _-Qfl 2Y Cr VVP 1 ,12EA m t-U'rF�'�QTibVI ��"iv'�4-CC.-t-C.r�:.`C(.'x-4`F.�^f,:Cif'-.<r`�-<.-C(.Z4-C(.•Cl.�(.��^f N-C.�(.'�2�.Liv`G(.�'vC:.'C(.-c`:(.'�C.'u.'�(.'LC-`CS.'C(.�,_w"C(�(.'C4�.(.CC.Ziv'�.'r-(.C�'� ©1997 National Notary Association•9350 De Soto Ave,PO Box 2402•Chatsworth,CA 91313-2402 Prod.No.5907 Reorder Call Toll-Free 1-300-316-6B27 Interactive Design Architectural Services AGREEMENT#4089 Amendment 44 CM signed 5-13-99 AMENDMENT #4 TO CONTRACT SERVICES AGREEMENT # 1-1025 WITH INTERACTIVE DESIGN CORPORATION FOR PALM SPRINGS LIBRARY SIGNAGE THIS FOURTH AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES 1# YC8- herein "Agreement"), is made and entered into this [5 day of YYnn 4 I90 , by and between the City of Palm springs (herein "City" or "Owner"), a municipal corporation, and INTERACTIVE DESIGN CORPORATION, (herein "Contractor"), and amends that certain Agreement for contract services dated 1,11, 12 , as amended, between the same parties, as follows: I. EXHIBIT "A", SCOPE OF SERVICES, is hereby amended to add the following: A. SCOPE OF THE PROJECT: Purpose: Replace existung monument sign on Baristo Road entry drive. Scope: 1 . Remove and dispose of existing sign, stone base, concrete footing, mow strip and miscellaneous landscape and irrigation; 2. Construct new cast-in-place concrete sign including footing, rebar, and battered walls. 'Texture of concrete to vary between base and vertical element; 3. Install new electrical for ground based lighting of sign; 4. Modify the existing irrigation system to respect the new mow strip and planting bed Time: 1 . Design, bid and construct, 6 months. B. SCOPE OF SERVICES: Preliminary Design: 1 . Research existing conditions; 2. Prepare preliminary design drawings for review by Library staff and Board of Trustees; 3. Prepare preliminary budget; 4. Revise preliminary plans based upon comments of staff and Board of Trustees. Construction documents (drawings and specifications): 1 . Foundation; 2. Cast-in-Place concrete; 3. Electrical; 4. Irrigation; 5. Landscape. Bidding: 1 . Prepare Bid package for advertisement; 2. Respond to questions from bidders; 3. Conduct job walk-through and pre-bid meeting; Construction: 1 . Provide support during construction including field review of demolition and construction; 2. Review of shop drawings and samples. Meetings: 1 . Library staff; 2. Engineering staff; 3. Contractor. II. EXHIBIT "C" - SCHEDULE OF COMPENSATION, is hereby amended to add the following: 1 . Project scope, preliminary design $ 500.00 2. Construction documentation $2,400.00 3. Bidding and construction $1 ,200.00 4. Electrical Consultant $ 350.00 5. Landscape Consultant $ 350.00 TOTAL: $4,800.00 6. Project meetings HOURLY (SIGNATURES ON FOLLOWING,PAGE) r IN WITNESS WHEREOF, the parties have executed and entered into this Amendment as of the date stated below. ATTEST: CITY OF PALM SPRINGS a municipal torpor n By; City Clerk City Manager CONTRACTOR: INTERACTIVE DESIGN CORPORATION i r �RS✓VE..D A'Z"' TO 1'Or53`A By. ame: REU A. YOU Title: Princi I gate ADDRESS:..�..._._.,........_:,..,,,....�_.�__=_�.w_ Interactive Design Corporation 3001 E. Tahquitz Canyon Way, Suite #104 Palm Springs, CA 92262 Interactive Design • Architectural Services AGREEMENT#4089 Amendment 93 AMENDMENT #3 TO CONTRACT SERVICES AGREEMENT # CM signed 5-13-99 INTERACTIVE DESIGN CORPORATION FOR PALM SPRINGS LIBRARY PAINTING THIS THIRD AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES (#rfoa% herein "Agreement'), is made and entered into this Q day of Yl by and between the City of Palm springs (herein "City" or "Owner"), a municipal corporation, and INTERACTIVE DESIGN CORPORATION, (herein "Contractor"), and amends that certain Agreement for contract services dated 21Y2 , as amended, between the same parties, as follows: I. EXHIBIT "A", SCOPE OF SERVICES, is hereby amended to add the following: A. SCOPE OF THE PROJECT: 1 . Repair and repaint exterior plaster; install new expansion screens where needed; 2. Remove and replace exterior T&G wood material at soffit above front door; add water drip sheet metal; refinish wood and sheet metal; 3. Remove and replace exterior T&G wood soffit material at the high roof; add water drip; refinish wood and sheet metal - approximately 25%; 4. Stan removal/w.p. coating of (E) tilt-up concrete panels. B. SCOPE OF SERVICES: Project Scope, Evaluation and Budget Project: 1 . Review objectives to be accomplished by proposed project; 2. Prepare project scope and probable cost of construction. Project Documentation: 1 . Research existing documents and field conditions; 2. Research Code requirements; 3. Research prospective material, equipment and methods; 4. Update project probable cost of construction; 5. Prepare drawings of existing conditions and proposed improvements; 6. Prepare "front end" specifications 7. Prepare Project Manual Project Bidding and Construction: 1 . Assist City staff during bid phase by responding to questions and issuing Addenda as required; 2. Assist City staff in evaluating bids; 3. Review submittals and shop drawings; 4. Visit site during construction at appropriate intervals; 5. Collect and review final submittals and assist City staff with contract close out. Project Meetings: 1 . Field research; `� 2. Staff review and consultation (research, preliminary design, project manual) 3. Pre-bid meeting (contractors); 4. Pre-construction meeting (contractors and staff). II. EXHIBIT "C" - SCHEDULE OF COMPENSATION, is hereby amended to add the following: 1 . Project scope, evaluation and budget projection $ 500.00 2. Project documentation $3,200.00 3. Project bidding and construction $1,250.00 TOTAL: $4,900.00 4. Project meetings (HOURLY) IN WITNESS WHEREOF, the parties have executed and entered into this Amendment as of the date stated below. ATTEST: CITY OF PALM SPRINGS a municipal corporate L City Clerk By: City Manager CONTRACTOR: INTERACTIVE DESIGN CORPORATION s,PPROVED AS TO FORui �41iy AILLorney By: Date _ Name: RE LA. YOAING Title: Prin ipal ADDRESS: Interactive Design Corporation 3001 E. Tahquitz Canyon Way, Suite #104 Palm Springs, CA 92262 Interactive Design Architectural Services AGREEMENT#4089 Amendment 42 CM signed 5-13-99 AMENDMENT #2 TO CONTRACT SERVICES AGREEMENT # Ivy 7 — — INTERACTIVE DESIGN CORPORATION FOR PALM SPRINGS INTERNATIONAL AIRPORT RESTROOM REMODEL THIS SECOND AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES (#�/ herein "Agreement"), is made and entered into this 13 day of i aV 179 by and between the City of Palm springs (herein "City" or "Owner"), a munici al corporation, and INTERACTIVE DESIGN CORPORATION, (herein "Contractor"), and amends that certain Agreement for contract services dated "-1 7 as amended, between the same parties, as follows: I. EXHIBIT "A", SCOPE OF SERVICES, is hereby amended to add the following: A. SCOPE OF THE PROJECT: Remodel the women's and men's restrooms off the lobby of the Palm Springs International Airport consisting of the following: 1 . Remove existing floor tile, repair slab below as needed, and install new floor tile and cove base; 2. Remove existing wall tile and install new wall tile and trim; 3. Add metal stud and drywall soffit over lavatories to accommodate new lighting; 4. Remove existing and install new recessed light fixtures in restrooms; 5. Install new specular finish eggcrate grilles in existing 1 x 4 and 2 x 4 fluorescent fixtures; 6. Install new stainless steel covers at towel dispensers; 7. Install miscellaneous trim to improve overall finish of countertop areas; 8. Reconfigure Women's toilet stalls to provide an ADA conforming stall; 9. Repaint walls and ceiling B. SCOPE OF SERVICES: Research existing conditions: 1 . Field measurements 2. Construction document research Preliminary design: 1 . Tile selection and color board; 2. Layout/pattern of tile; 3. Soffit location and configuration; 4. Light fixtures; 5. Women's stall configuration. Construction Documents: 1 . Demolition plans; 2. Floor plans; 3. elevations; 4. Details; 5. Electrical plan (by City consultant) 6. Plumbing plan (by coty consultant) 7. Technical specifications; 8. Contract General Conditions, Special Requirements and City "Front End" documents. Bid Package: 1 . Prepare project manual; 2. Pre-bid meeting with potential contractors; 3. Review Bids. Construction: 1 . Site visits as appropriate during construction; 2. Respond to questions from field; 3. Change Orders; 4. Record drawings; 5. Close out. Meetings: 1 . Staff Meetings: a. Scope of Project b. Preliminary design review c. Bid package review ll. EXHIBIT "C" - SCHEDULE OF COMPENSATION, is hereby amended to add the following: A. Compensation to the Architect shall be on hourly basis, not to exceed Four Thousand Seven Hundred Dollars ($4,700) based upon the Architect's standard rate. B. Normal reimburseables including reproduction costs, facsimiles, postage and shipping shall be billed at 1 .10 cost to the Architect. Any plan check or permit fees paid by the Architect shall be reimbursed at cost. An allowance of TjVo Hundred Fifty Dollars 0250) shall be provided. \ C. The following is an estimate of time required for the various tasks: 1 . Research existing conditions a) Field measurements 3 hrs. b) Construction document research/background 4 hrs. 7 hrs 2. Preliminary design a) Base plan/floor plan 2 hrs. b) Tile selection, layout and color board 3 hrs. c) Soffit location and configuration 1 hrs. d) Light fixtures 1 hrs. 7 hrs. 3. Construction documents a) Demolition plans 2 hrs. b) Floor plans/reflected ceiling plans 2 hrs. c) Elevations 2 hrs. d) Details 6 hrs. e) Electrical plan (by City consultant) f) Plumbing plan (by City consultant) g) Technical specifications 6 hrs. h) Special Requirements and City "front end" 6 hrs. 24 hrs. 4. Bid Package a) Prepare project manual 3 hrs. b) Pre-bid meeting 2 hrs. c) Review bids 1 hrs. 6 hrs. 5. Construction a) Site visits as appropriate during construction 5 hrs. b) Respond to questions from field 2 hrs. c) Change orders 2 hrs. d) Record drawings 1 hrs. e) Close out 1 hrs. 11 hrs. 6. Meetings 8 hrs. 8 hrs. TOTAL PROJECTED HOURS 63 HOURS III. EXHIBIT "D" - SCHEDULE OF PERFORMANCE, is hereby amended to add the following: SCHEDULE DATE Ir i Begin research January 6, 1999 Preliminary design meeting wilh City January 20, 1999 Construction document review by City February 10, 1999 Revise and complete documents by Architect February 24, 1999 Advertise for bid March 12, 1999 Open bid April 8, 1999 Award contract April 21 , 1999 Construction start June 1, 1999 Completion of construction July 30, 1999 IN WITNESS WHEREOF, the parties have executed and entered into this Amendment as of the date stated below. CITY OF PALM SPRINGS a municipal ATTEST: corporation _ City Manager � City Clerk CONTRACTOR: INTERACTIVE DESIGN CORPORATION By: -- � _ NamAe. RAEUEe. YO NG 1`y '```yali"`'yTitle: Princip - - ADDRESS: Interactive Design Corporation 3001 E. Tahquitz Canyon Way, Suite #104 n ,_ 'in Palm Springs, CA 92262 NIA 9e bGE Interactive Design • . Architectural Services AGREEMENT#4089 Amendment#1 FIRST AMENDMENT TO CONTRACT SERVICES AGREEMENT I MO 6369, 4-7-99 WITH INTERACTIVE DESIGN CORPORATION FOR DEMUTH PARK RESTROOM REMODEL THIS FIRST AMENDMENT TO THE AGREEMENT FOR CONTRACT S1RVICES (No. JV LA)Y 1 ) (herein "Agreement") is made and entered into this /`" day of 1999,by and between the CITY OF PALM SPRINGS(herein "City"or"Owner"), amudlicipal corporation,and INTERACTIVE DESIGNCORPORATION(herein"Contractor"),and amends that certain Agreement for contract services dated 1999, as amended, between the same parties, as follows: ff Exhibit "A", Scope of Services, is hereby amended to add the following: Phase I of the Scope of Services is intended to identify the basic project scope and evaluate the existing function and site conditions of the AYSO restroom building located at DeMuth Park. The City's intent is to modernize, upgrade and remodel the interior areas of the restroom building in the following manner. Phase I(to be completed within 45 calendar days from contract execution date) 1. Outline the functional requirements of the AYSO building restrooms 2. Prepare schematic floor plan with Scope legend for remodel 3. Prepare preliminary project budget under the following guidelines: a) Remodel and upgrade both the men's and women's areas to be ADA compliant and accessible b) Replaceall interior fixtures with vandal-resistant,stainless steel,institutional-quality materials c) Replace stall partitions and interior wall panels with Fiberglass Reinforced Plastic (FRP) or similar material to lessen the effects of graffiti and improve sanitation d) Improve interior and exterior lighting e) Add hot water to building for cleaning purposes f) Replace and/or expand the concrete pathways around the buildingto improve access to the restrooms and limit soiling of the building Phase II of the Scope of Services is intended to complete the construction process as identified. If the preliminary findings identified within Phase I determine that the functional requirements of the building are not favorable for remodeling and necessitate either the expansion,relocation or substantial modification to the initial scope of services,a subsequent amendment to the Agreement will be drafted priorto proceeding with Phase H of the project. 94,43 d) Pay request review e) Punch list, record documents 6. Meetings: a) Staff meetings to review Preliminary plans b) Staff review of Project Manual c) Pre-bid and pre-construction meetings d) Construction progress meetings 7. Consultants: a) Plumbing b) Electrical Exhibit "C", Schedule of Compensation, is hereby amended to add the following: A. Upon completion, compensation for Phase I, Items 1,2 and 3, as described in the Scope of Services, Exhibit "A," shall be on an hourly basis not to exceed Two Thousand Dollars ($2,000). B. Upon completion,compensation for Phase II,Item 1,as described in the Scope of Services, Exhibit"A," shall be on an hourly basis not to exceed Seven Hundred Fifty Dollars($750). C. Upon completion,compensation for Phase II, Item 2,as described in the Scope of Services, Exhibit"A,"shall be on an hourly basis not to exceed One Thousand Five Hundred Dollars ($1,500). D. Upon completion,compensation for Phase 11,Item 3,as described in the Scope of Services, Exhibit"A,"shall be on an hourly basis not to exceed Three Thousand Five Hundred Dollars ($3,500). E. Upon completion,compensation for Phase II,Item 4, as described in the Scope of Services, Exhibit"A," shall be on an hourly basis not to exceed One Thousand Five Hundred Dollars ($1,500). F. Upon completion, compensation for Phase II, Items 5 and 6, as described in the Scope of Services, Exhibit "A," shall be on an hourly basis not to exceed Two Thousand Dollars ($2,000). G. Upon completion,compensation for Phase 1I,Item 7,as described in the Scope of Services, Exhibit 'A" shall be in the lump sum amount of One Thousand Five Hundred Dollars ($1,500). H. Normal reimbursable expenses, including reproduction costs, facsimiles, postage and shipping, shall be billed to City based upon the rates described within this schedule. An allowance in an amount not to exceed Five Hundred Dollars ($500) shall be provided without written authorization from Contract Officer. Total compensation for items "A" through "H," as described in this schedule, shall not exceed Twelve Thousand Five Hundred Dollars ($12,500) without written authorization from the City's Contract Officer. Phase H(to be completed with 60 calendar days from authorization to proceed) 1. Research existing conditions and prepare: a) Field measurements b) Construction document research c) Code research d) Photo documentation 2. Provide preliminary plans for review by City inclusive of: a) Floor plan b) Interior elevations c) Site plans and hardscape d) Presentation drawings 3. Draft and prepare construction documents including: a) Working drawings i) Architectural ii) Electrical iii) Plumbing b) Specifications c) Project Manual including City "front end" 4. Bid documents and bid procedure: a) Pre-bid meetings b) Response to bidder's questions c) Bid review and evaluation 5. Construction phase: a) Pre-construction and progress meetings b) Submittal review c) Respond to field questions 1 Exhibit "D", Schedule of Performance, is hereby amended to add the following: , A. Phase I is to be completed within 45 calendar days from date of contract execution. B. Phase II is to be completed with 60 calendar days of date of authorization to proceed after the Scope of Project is determined at conclusion of Phase I. IN WITNESS WHEREOF, the parties have executed this First Amendment to Contract Services Agreement as of the date first above written. ATTEST: CITY OF PALM SPRINGS, a municjpal orporation By: �j pity lerk City Ma er (Check one: _Individual _Partnership APPROVED AS TO FORM: _Corporation) CONTRACTOR: city Anorn y (NOTARIZED) B Signatur Print Name & Title (NOTARIZED) By: Signattge�_ Print Name & Title AomOVEDQV°TH&�QV;.�gTYCOIJi'= UL Mailing Address: 14tFc��7 (END OF SIGNATURES) (Corporations requires two signatures:One from each of the following:A.Chairman of Board,President,any Vice President; AND B.Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer) CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California s S � J ss. , County of m)/.PA4I On 22- fTJ , before me, Date Name and Tdle of ffeer(e.g.,"Jae Doc,Notary Poblio") T n / T fi personally appeared e1J� �t 0it,K Na e(s)of Signer(s) Xporsonally known to me ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose names) is/are 'I fi subscribed to the within instrument and r acknowledged to me that he/she/they executed the same in his/her/their authorized C- capacity(ies), and that by his/her/their rs fia KnReti Ganlw signature(s) on the instrument the person(s), or �r�,� Commission— ll79746 z , NoiaryPuolic-California the entity upon behalf of which the person(s) Son Bernardino Coun+y ac ed, e Futed the instrument. My Comm.ExpiresApr10,2002 r WITN S y hand anicial ear. 5 Place Nolary Seal Above Sgny(ore of Notary Publ¢ 6/ - OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document T5 and could prevent fraudulent removal and reattachment of this form to another document. f Description of Attached Document L/ z Title or Type of Document: k;W-4 za teLP��� fi 1U Document Date: nb- U G� �d Number of Pages. 3 �� A' Signer(s) Other Than Named Above. �� /I->9,e Capacity(ies) Claimed by Signer rs r Signer's Name: :_•1 ` U Individual / Top or Ir,omd here r fi �Corporate Officer—Title(s): r a Partner—❑ Limited ❑ General Attorney in Fact Trustee Guardian or Conservator �S Other. � ( d Signer Is Representing I"C/ rJ p('.i�Y✓ - f O 1997 National Notary Assomalion•9350 De Soto Ave PO Box 2402•Chalsworlh,CA 91313-2402 Prod No 5907 Hearder Call Toll Free 1-B00-876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT Y State of California < ss. County of f2 f51�� I( 11 On 2z f! 009 , before me, i F7zLN Date Name and Title of Officer(e g.,"Jane Doe,Notary Public") personally appeared Kwwa�> L Dyuyl ii Nam (s)of Signer(s) �) Wpersonally known to me �I ❑ proved to me on the basis of satisfactory evidence k9i AREN G_Ar CommissionT 11 y9f46 'I d z to be the person(s) whose name(s) is/are NatayPublic-carliornia subscribed to the within instrument and �l Sar.Bernardino County `^ yacknowledged to me that he/she/the executed t"^ n4 Comm.�.omm.Frplrc-s A�1Q2t102 g Y i t the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or'47 �3 E'' Ai FY the entity upon behalf of which the persons) K,t - 1179146z acted, executed the instrument. ,2 WITN ''�vj� m hand a fficial seal. � c�,2ooz ���� IE Place Notary Seal Above 9ifinature of Notary Pubhe OPTIONAL Though the information below is not reguwred by law, it may prove valuable to persons relying on the document pIi and could prevent fraudulent removal and reattachment of this form to another document. ')) Description of Attached Document ' 1 I. Title or Type of Document: hA ° / Document Date: � 7 4L Number of Pages: �I Signer(s) Other Than Named Above: Rl g; Capacity(ies) Claimed by SignerI Signer's Name: ❑ Individual r� To h of thumb here -Corporate Officer—Title(s): �� l ❑ Partner—❑ Limited ❑ General �26tC'j6:. i Ze,eo✓rti o• ❑ Attorney in Fact 0 I� ❑ Trustee fl [n ❑ Guardian or Conservator ❑ Other: �j SI Signer Is Representing: cuu--�_ysr�.�`-.c._'�-c"�v`=:;=v�V"�--<.." U.-c"�Vv.,��(�'�4�=.c-'-�Wi-V,.,o�_-.iuoF-c.`rT�Cr-c_v��-:;�:-4✓.��.�o:�a-�,(.''✓v.��., 01997 National Notary AssodaUrn•9350 De Solo Ave P.O.Box 2402•Chatsworth,CA 91313-2402 Prod No.5907 Reorder,Call Toll-Free 1-500-91 Interactive Design " Architectural Services AGREEMENT 44089 MO 6368, 4-7-99 CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT FbR ARCHITECTURAL SERVICES 09 IS CONTRACT SERVICES AGREEMENT(herein"Agreement"), is made and entered into this 1✓ day of 10-/5by and between the CITY OF PALM SPRINGS, a municipal corporation, (herein "Cit ") and Interactive Design Corporation, (herein "Contractor"). (The term Contractor includes professionals performing in a consulting capacity.) The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality,fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits. Fees and Assessments. Contractor 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. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest,which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Contract, Contractor warrants that Contractor (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and(c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, SPECIALANTERAC IVE DESIGN Renscd:03/17/W 1 I studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or(ii)the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or $25,000; whichever is less, or in the time to perform of up to one hundred eighty (180)days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefore. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made apart hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit"C" and incorporated herein by this reference, but not exceeding the maximum contract amount of $100,000 per Fiscal Year (herein "Contract Sum") (See Exhibit "C"), except as provided in Section 1.8. The method of compensation may include: (i) a lump sum payment upon completion, (ii) payment in accordance with the percentage of completion of the services, (iii) payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or (iv)such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense approved by the Contract Officer in advance, and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings. 2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no later than the first(1st)working day of such month, Contractor shall submit to the City in the form approved by the City's Director of Finance, an invoice for services rendered prior to the date of the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. SPECIAL/INTERACTIVE DFSIGN RcA.d:03/17/99 2 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D", if any, and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty(180)days cumulatively. 3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance. 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: REUEL A. YOUNG, A.I.A. INTERACTIVE DESIGN CORPORATION It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. SPECIALANTERACrIVE DESIGN Revised:03/17IN 3 4.3 ProhibitionAaainst Subcontracting orAssignment. Theexperience,knowledge,capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. The City's policy is to encourage the awarding of subcontracts to persons or entities with offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are available, to persons or entities with offices located in the Coachella Valley("Local Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to Local Subcontractors, if Local Subcontractors are qualified to perform the work required. In requesting for the City to consent to a subcontract with a person or entity that is not a Local Subcontractor, the Contractor shall submit evidence to the City that such good faith efforts have been made or that no Local Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced by placing advertisements inviting proposals or by sending requests for proposals to selected Local Subcontractors. The City may consider Contractor's efforts in determining whether it will consent to a particular subcontractor. Contractor shall keep evidence of such good faith efforts and copies of all contracts and subcontracts hereunder for the period specified in Section 6.2. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor 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. Contractor 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. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. 5.0 INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Comprehensive General Liability Insurance. A policy of comprehensive general liability insurance written on a per occurrence basis. The policy of insurance shall be in an amount not less than either (i) a combined single limit of$1,000,000 for bodily injury, death and property damage or(ii)bodily injury limits of$500,000 per person, $1,000,000 per occurrence and$1,000,000 products and completed operations and property damage limits of$500,000 per occurrence. If the Contract Sum is greater than $100,000, the policy of insurance shall be in an amount not less than $5,ODO,000 combined single limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Contractor and the City against any loss, claim or damage arising from any SPECIALINTERACfIVE DESIGN Rm.d:03/17PA 4 injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance. A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than either(i)bodily injury liability limits of$500,000 per person and $1,000,000 per occurrence and property damage liability limits of $250,000 per occurrence and $500,000 in the aggregate or (ii)combined single limit liability of$1,000,000. Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Additional Insurance. Policies of such other insurance, including professional liability insurance, as may be required in the Special Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its officers, employees and agents as additional insureds, except that the City shall not be named as an additional insured for the Worker's Compensation Insurance nor the Professional Liability Insurance. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or canceled without providing thirty(30) days prior written notice by registered mail to the City. In the event any of said policies of insurance are canceled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. All certificates shall name the City as additional insured(providing the appropriate endorsement),be signed by an authorized agent of the insurer, and shall contain the following "cancellation" notice: "CANCELLATION: Should any of the above described policies be canceled before the expiration date thereof, the issuing company shall mail an advance 30-day written notice to the Certificate holder named herein." The Contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or persons for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to this Section 5.1. 5.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them hamiless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations,errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees,provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities to the extent caused by the negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: SPEMLJ11frERACI'IV0 DESIGN Revised:03/17M 5 (a) Contractor will promptly pay any judgment rendered against the City,its officers, agents or employees, including but not limited to, legal costs and attorneys' fees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (b) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or;failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. 5.3 Performance Bond. Concurrently with execution of this Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement, unless such requirement is waived by the Contract Officer. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement. 5.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City Manager or designee of the City ("City Manager") due to unique circumstances. In the event the City Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the City Manager or designee; provided that the Contractor shall have the right to appeal a determination of increased coverage by the City Manager to the City Council of City within ten (10) days of receipt of notice from the City Manager. 6.0 REPORTS AND RECORDS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.2 Records. Contractor shall keep, and require subcontractors to keep, such books and records as shall be necessary to 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 times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. SPECIAVMTERACr1VE DESIGN Rnittd:03/17M 6 6.3 Ownership of Documents. All drawings, specifications,reports, records, documents and other materials prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and.shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. 6.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 7.0 ENFORCEMENT OF AGREEMENT 7.1 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 Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the-Contractor's right to terminate this Agreement without cause pursuant to Section 7.8. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor's acts or omissions in performing or failing to perform Contractor's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding,an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of SPECIAUINTERACrIVE DESIGN Revised:03/17M 7 any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7.7 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of -0- ($ )as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit"D"). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. 7.8 Termination Prior to Expiration Of Term. This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Agreement at any time upon, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other rel.lef which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's Fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All SPECIALINPERACPNE DESIGN R.itta:03117M 8 such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRID [NATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that,by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin,or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, document, consent, approval, or communication 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 prepaid, first-class mail, in dte case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terns of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 Severability. 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 a 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 are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so SPECIAUINTERACrIVE DESIGN Rwis :03117M 9 material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that(i)such party is duly organized and existing, (ii)they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii)by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv)the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. A CITY OF PALM SPRIN , a cipal corporation m ' City Clerk C �?C By: APPROVED AS TO FORM: City M ger (Check one: _Individual_ Partnership Corporation) City Attorney CONTRACTOR: INTERACTIVE DESIGN CORPORATION (NOTARIZED) By Signa re rso�s- P ''gt Name & Title (NOTARIZED) _ge fie_ By: • �(�'�?t���'�� at Name &Title /7) o Mailing Address: (Corporations require two signatures: One from each of the 3001 E. Tahguitz Canyon Way, Suite#104 Mowing: A. Chairman of Board,President,any Vice President: AND B. Secretary, Assistant Secretary, Treasurer, Assistant Treasurer,or Chief Financial Officer). Palm Springs, CA 92262 (760) 323-4990/FAX(760) 322-5308 (END OF SIGNATURES) SPEQAUINTERACrIVE DESIGN Rwi.d:03/17M 10 EXHIBIT "A" SCOPE OF SERVICES 1. Contractor will provide the following services; a. Preparation of working drawings, construction specifications, quality assurance review, constructability analysis, construction cost estimating. b. Coordination of bidding with City staff. C. Bidding documents utilizing the City's standardized terms and conditions. d. Construction administration. e. Construction support which includes site visits, consultation and construction inspection. f. Review of shop drawings and submittals. g. Assistance in preparation of contract modifications. h. Prepare documents in accordance with the City's Standard front-end documents and in CSI format. (City will provide a diskette containing the City's standard front-end documents which will be used for all projects.) i. Attendance at design review and pre-construction meetings, as well as scheduled construction meetings. 2. The above services shall be provided for projects identified by the City which may include new construction, repair or remodeling of public facilities, such as re-roofing, re-carpeting, and painting. 3. Each project shall have an Amendment to this Agreement, executed by City and Interactive Design Corporation, identifying the precise scope of services and Schedule of Compensation. The Schedule of Compensation for each project shall be in accordance with Exhibit "C" of this Agreement. 4. City Manager is authorized to approve amendment amounts up to, but not exceeding $5,000 which is consistent with current City Council policy. 5. Contractor shall report monthly to Contract Officer on total expenditures under this Agreement. Con Officer shall make report to City Manger and City Council on aggregate expenditure at least quarte EXHIBIT "A" TO CONTRACT SERVICES AGREEMENT SPECIAUINTMACnW DESIGN I I Rv!sM:05114199 EXHIBIT "B" SPECIAL REQUIREMENTS Section 5.1, Insurance, first paragraph after 5.1(d), change to 5.1(e) and add the following to the end of the first sentence: "except for Professional Error and Omissions Insurance". Section 5.1, Insurance, replace 5.1(d) with the fallowing: "(d) Professional Errors and Omissions ➢assurance. A policy of Professional and Omissions Insurance in an amount not less than Five Hundred Thousand Dollars ($500,000)per claim and in the aggregate with respect to loss arising from the actions of the Contractor performing professional services hereunder on behalf of the City. Section 5.3, Performance Bond. The requirement for a Performance Bond is waived for this Agreement. EXHIBIT "B" TO CONTRACT SERVICES AGREEMENT SPECIAIJINTERACPNE DESIGN Re is :03/17M 12 46 EXHIBIT "C" SCHEDULE OF COMPENSATION Interactive Design Corporation, shall provide the services outlined in Exhibit "A", Scope of Services, on a time plus expenses basis. The hourly rates for personnel within Interactive Design Corporation, shall be as follows,. Personnel: Principal $105 p/h Project Architect$ 85 p/h Architect $75 p/h CADD $ 60 p/h Senior Drafter $ 60 p/h Drafter $ 50 p/h Technical Support $ 50 p/h Secretary/Admin. Asst. $40 p/h These hourly rates are for work performed during normal office hours. Work specifically requested which requir overtime hour, and if such overtime is approved by Contract Officer, will be billed at 1.5 times the above rates. Outside Services: Outside services performed by others and direct expenses incurred on the Client's behalf are charged at cost plus 1.2 times. Such items include,but are not limited to,outside consultants and testing laboratories, subsistence, transportation and air travel, long distance communications, normal reproduction costs for check prints or bid packages ordered through Interactive Design Corporation, delivery charges and express mail, inspections and any City Agency fees. Mileage: Travel outside of the Coachella Valley shall be billed at$0.28/mile. Specific In-House Charges: CADD plotting: Bond(Std. 24" x 36") $ 3.00 per sheet Vellum(Std. 24" x 36") $ 6.00 per sheet Mylar (Std. 24" x 36") $10.00 per sheet Photocopying (8" x 11 1/2") $ 0.20 per sheet Facsimile $ 1.00 per sheet Each project shall have its own"Not to Exceed" fee based on the above hourly rates. Said fee shall be as agreed u in the specific project Amendment. EXHIBIT "C" TO CONTRACT SERVICES AGREEMENT SPECIA VINTERACTIVE DESIGN Revises:05/14/99 13 EXHIBIT "D" SCHEDULE OF PERFORMANCE The term of this contract shall be for two (2)years. The City staff has the option of renewing the Agreement for �. 'additional one (1) year terms. Each project amendment to to this Agreement shall have a special schedule of performance time period included in the Agreement. EXHIBIT "D" TO CONTRACT SERVICES AGREEMENT SPECIAUI ER MVE DESIGN R�:03/I7M 14 EXHIBIT "D" SCHEDULE OF PERFORMANCE The term of this contract shall be for two (2) years. The City staff has the option of renewing the Agreement for one (1) additional one (1) year terms. Each project amendment to this Agreement shall have a special schedule of performance time period included in the Agreement. EXHIBIT "C" TO CONTRACT SERVICES AGREEMENT SPECIALQNT CnVE DESIGN R.vu :05114199 14 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California t as. ;I County ofIl/C1(S I P "I On � �'Z YI L �i9 , before me, k1i���� Data Name and Title oFOPoaer(e�Notary Poole personally appeared Pa 1• �) /t �� 'I personally known to me 1 ❑ proved to me on the basis of satisfactory evidence 11t to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed Eli the same in his/her/their authorized acit les ca , and that by his/her/their KAitFN Gi:N E,' p y( ) 'O ` `=. Cnmr is ion t I Mat signature(s) on the instrument the person(s), or ; Puoric-ce,=ornia Z the entity upon behalf of which the person(s) .ti`,� f s r °3moidincccunty 9" acted, executed the instrument. <<� , fn,,:;omrr.&pees Apr 10,2CJ2 WITNESS my hand official seal. t I� > Place Notary Seal Above G9ignature 01 Notary Ru b SI JI C?dl OPTIONAL Though the mformahon below is not required by law, it may prove valuable to persons relying on the document e and could prevent fraudulent removal and reattachment of this form to another document. k71 Description of Attached Docupient, fit Title or Type of Document: Qy)_ r/A('- �( IG2S Yfe Utina/I x- ly-1 -d�l ' 6 S -yIce °,� i Document Date: _11,i Number of Pages: KI• Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer I� Signer's Name: f{� ❑ Individual Top of thumb here X Corporate Off icer—Title(s): �Clr�c non ❑ Partner—❑ Limited El General IQ ❑ Attorney In Fact �,ppp ❑ Trustee V ❑ Guardian or Conservator ❑ Other: Signer Is Representing: :J�—n 6ac4i Vt2s 01997 National Notary Association•9350 De Soto Ave,PO Box 2402•Chatsworth,CA 91313-2402 Pard No.5907 Reorder Call Toll Free1-800-876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT �yt_c��a;,u,�.yr,-,�^;<Y,-::;cx^u-;��r__ -'�❑q�,„n,"-ro' �-' .,r.�,. �.;;�A.,r✓�,,^:^ �5'(v�..,3 .5�,�;�Fvrt>i�h�2�i�2 _c.��.K.�, �;��r{`<,,ri.-,•,=�r� t^S'Mr�, State of California l ss. County of �����; y t, On q°I , before me, 412eN Date Name and Title of CRmer(e B Jane Doe,Votary Public") ' �> �y personally appeared 1 It 1A l I� Na e(s)of Signers) personally known to me 3 ❑ proved to me on the basis of satisfactory �j I evidence c 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 u capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or j Commission= 1 146GALEY the entity upon behalf of which the person(s) acted, executed the instrument. Sa i •_�,,�-`^'`re;� Notary Public-California > PPP» sari Bernardino County <• l � 0,2002 WIT SS my ha nd off ial seal.pp �"`�� My:amm.expires Apr 1 �3 I( Place Notary Seal Above Signature of Notary Publie)I f I rh OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document :3 and could prevent fraudulent removal and reattachment of this form to another document j Description of Attached Iy�ocument� /�/ Title or Type of Document: LI�Aia �5gA J U'0 M �n �j •; I� 2 Document Date: Number of Pages: Signer(s) Other Than Named Above: I` Capacity(ies) Claimed by Signer � Signer's Name: ❑ Individual i t-. YCorporate Off icer—Title(s): To� /L�dZEGk_2i� n of thumb here r ❑ Partner—❑ Limited ❑ General C i ❑ Attorney in Fact ? ❑ Trustee j3 ❑ Guardian or Conservator ❑ Other: rJ Signer Is Representing: 7�- o, I� i�•u�4�'�..�-•=-U•-:i=><:%2;Gc,�.o�?'v�C<%Et},=c,u'rJor_.�o•�a-.�4��. �ri�-.c'�-�:�,r^-v=��;�.��V`�:"C:�-�V rHuv�-(:"c:'s•-.C,. 1 ©1997 National Notary Assoclation•9350 De Solo Ave PA.Sox 2402•Chatsworth,CA 91313-2402 Prod.No 5907 Reorder Call Toll-Free 1-800-876-68 7 Client : 5659 T.NTERDESI ACOFRLI" CERTIFICO 'E OF LIABILITY IN�RANCE 05/4i 9 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Dealey, Renton & Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 600 S . Lake Avenue, Suite 308 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, Pasadena, Ca 91106 6 2 6-8 4 4-3 0 7 0 INSURERS AFFORDING COVERAGE INsuRED --- mSURERA: Design Professional Insurance Co. - Interactive Design Corporation_ „._�----,-—— � msURERB: 3001 E. Tahquitz Cyn. ,Way#,104 � msuRERc: Palm Springs, CA 92262JON )INSURERD: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HA ISSUED TO THE INSURED NAMED ABOVE FOR 14EIP,•L�.1 YPE I ICATED. NOTWITHSTANDIN ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT WHI 9,EX IFICATE MAY BE ISSUED O MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL E $,EXCL. NS AND CONDITIONS OF SUC POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. V POLICYEFFECTIVE POLICYEXPIRATION Ljg TYPE OF INSURANCE POLICY NUMBER DATE /D➢ DATE N➢/Y LIMITS li GENERAL LIABILITY i EACH OCCURRENCE 'I ICOM MERCIALGENERALLIABMFPY I FIRE DAMAGE Wy one fire) �'S CLAIMS MADE F—I OCCUR �� MED EXP(Any one Person) $ ____ PERSONAL&ADV INJURY $ L— ( GENERAL AGGREGATE S GEN•LAGGREGATE LIMITAPPLQS PER. ' PRODUCTS -COMPIOPAGG S - POLICY ��, IECT �l LOC AUTOMOBILE LLUHLITY COMBINED SINGLE LIMIT S ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY S (Per person) SCHEDULED AUTOS ---- HIRED AUTOS BODILY INJURY S 'ram NON-OWNED AUTOS (Per accident) — PROPERTY DAMAGE S (Per aceident) ;: EXCESS GE LIABILITY AUTO ONLY-EA ACCIDENT S NY AUTO !OTHERTHANEAACCAUTO ONLY' AGO !I LIABILITY EACH OCCURRENCE SCCUR CLAIMS MADE !AGGREGATE E S DEDUCTIBLE S — � RETENTION S I , i WC STATU- I OTH-!i WORKERS COMPENSATION AND _ -�R-y-;I";ITc- BR _ -- EMPLOYERS'LIABILITY ! I�,E.L EACH ACCIDENT 4 _ E L DISEASE -EA EMPLOYEE!I E.L.DISEASE -POLICY LIMIT 1 S AIGTMmRProfessional PLO10558 01/03/9901/03/00I $500 , 000 Per Claim Liability ! $1, 000 , 000 Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/ IUCLESlEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS CERTIFICATE HOLDER ADDH10NAtiNsilRED;msuRExLETIER: _ CANCELLATION SHOULD ANYOFTHE ABOVEDESCRBSED POL)C1ES BE CANCELLED BEFORE THE EXPIIWIION CITY OF PALM SPRINGS - City DATE THEREOF,THE ISSUING INSURER W➢1A0Wk ftMWMAH3a_DAYS WRTIMN Clerks Office NOVICE TOTHE CERTIFICATE HOLDERNAME➢TOTIE LEFT, 3200 E . Tahquitz Palm Springs, CA 92262 ✓I/— ACORD 25-5(7/97) 1 of 2 #M10 0 9 5 MAF O ACORD CORPORATION 1983 ___1"1 Ak O° INTEDES-01 CERTIFICATE OF LIABILITY INSURANCE OATEIMM/DD/YYYYI E 111Rnnn 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. 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 endorsement(s). PRODUCER Weingarten & Hough, Inc. RECEIVED 41602 Indian Trail Rancho Mirage, CA 92270 FEB 2 3 2023 C TACT PRONE FAX AX:, xo, Ert : 760 325-2526 AO, No): 60 322.5970 - INSURE AFFORDING COVERAGE NAICJ INSURER A: Ohio Security Insurance Company 24082 —ih, 14211 INSURED Reception Desk Interactive Design Corporation 199 S. Civic Dr., INSURER B INSURER C : 1 INSURER D : Suite #10 Palm Springs, CA 92262 1INSURER E: INSURER F: GO "ts r`FRTIFIr:ATF Yf IYRGD- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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. ILTIR NSR A TYPE OF INSURANCE X COMMERCIAL GENERAL LMAILITY CLAIMS -MADE O OCCUR ADD X 8U X POLICY NUMBER BZS66159807 POLICY EFF 7124/2022 POMLIOY EXP 7/24/2023 UMn9 EACH OCCURRENCE S 2,000,000 DAMAGE TO RENTED 2,000,000 MED EXP An orn pe,son 16,000 PERSONAL 8 ADV INJURY 2,000,000 GENL AGGREGATE LIMIT APPLIES PER. POLICY❑JEGT LOC GENERAL AGGREGATE S 4,000,000 PRODUCTS - COMP/OP AGG S 2,000,000 COMBINED SINGLE LIMIT l S 11000,000 A OTHER AUTOMOBILE UA6ILITY ANY AUTO AlITO3DONLY X AUTOSULED Ip�� C"'s p X AUTOS ONLY X AUTO$ ONIV BASSSISS807 1/31/2023 1/31/2024 BODILY INJURY Per enon) S BODILY INJURY Per aacdenl $ RTY PRROPE1 AMAGE P $ UMBRELLA LL48 EXCESS UAS OCCUR CUUMSaAADE EACH OCCURRENCE AGGREGATE DED RETENTION $ S WORKERS COMPENSATION AND EMPLOYER$' LIABILITY YIN ANY PROPRIETORIPARTNEIUEXECUTIVE OFa 1CCEE=FIMgER EXCLUDED4 1 �IyfMAyyooss desuibe wgar OESCRIPTON OF OPERATIONS belrnv NIA PER OTH- E.L EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE S E.L. DISEASE -POLICY LIMIT S DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORO Nat, Add"dional Remarks Schedule, may De Mtadrd if In a spa" h mWIn d) Certificate Holder City of Palm Springs, its Officials, Employees and agents are named as Additional Insured as respects General Liability as per Blanket A/I endorsement attached form #BP04480713 30 day written notice of cancellation. Primary, Non constributory applies per attached endorsement forth #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 9-�/z;:4 —••� -- T-- ,.,....r Qa 1955-Z015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORIY DATE (MMMD/YVYY) CERTIFICATE OF LIABILITY INSURANCE 011612023 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 terns and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(sl. PRODUCER RECEI V EL StateFamt Deborah Sanders 6748 Brockton Avenue FEB 2 3 2023 Riverside City Hall CA 925063022 IN8URED -. _... __... eCBp Oil -DeS t� EPITOME INSURANCE SOLUTIONS INC PMB 369 420 N MCKINLEY ST STE 111 . Deborah Sanders 951-6848822 FAX E#): (AIC, No): INSURER(S) AFFORDING COVERAGE INSURER A State Farm Geneml Insurance Company INSURER B: INSURER E : NAIC # 25151 I CORONA CA 9287MS04 I PUURERF: I COVERAGES CERTIFICATE NUMBER' REVISION NUMBER - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT 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. THBR-- ADD LTR TYPE OF INSURANCE -1NSD SUB wvD''. POLICY NUMBER LIMITS X. COMMERCIAL GENERAL LIABILITY ':, EACH OCCURRENCE $ tOOOOOO CI-NMS-MADE X OCCUR : - — - -. PDR AGESORENTED tEaxw J- S 3000DO . ME D E%P (AM one person) $ 5000 A - 92-BE-P314-5 12/15/2022 12/15/2023 PERSONAL S ADV INJURY $ 1000000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2000000 POLICY ❑JJERO. X'., LOC ( PRODUCTS -COMP/OP AGO SZOOODOO OTHER '.. $ AUTOMOBILE LIABILITY iCOMBINED bINULtLIMIT Ma accidwt) ANY AUTO BODILY INJURY (Per penoo) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per acrldenr, 5 HIRED NON4YWNED AUTOS ONLY AUTOS ONLY '�(P9r aoadem) ._._... $ $ UMBRELLA LL43 OCCUR EACH OCCURRENCE $ EXCESS LLIB "MSiUDE I AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION PER I I OTW AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNER/EXECUTIVE YIN - STA7 6 E.L. EACH ACCIDENT $ OFFICER/NEMBER EXCLUDED? ❑ NIA -- -- $ (MandalorylnNH) EL. DISEASE -EA EMPLOYE U yee, describe under -: DESCRIPTION OF OPERATIONS blow E.L. DISEASE -POLICY LIMIT $ I DESCRNMION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD I&I, Addldonal Remarks Schedule, m.y In aDeched N man span la nqu ) CERTIFICATE HOLDER CANCELLATION 30 Dav Notice will be sent to holder SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WALL BE DELIVERED IN City Of Palm Springs ACCORDANCE WITH THE POLICY PROVISIONS. 3601 E. Mesquite Ave AUTHORIZED REPRESENTATNE Palm Springs CA 92264 Thislonwassystelrlgeneratadm January6,20, 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD lreiG 'X 1S517a Im 1�_I1aDMJ Acoiro® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDONY'YY) `� 1 02/17/2022 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 NAME: StateFBJRD Deborah M. Sanders RECEIVED vNDNE 951-684 8822. 951-684-5860 6748 Brockton Ave - - _-mac, Noc E-MAIL (Ina teamsandersinsu-- ----m AooREs _ .,._.._...._INSURES AFFOROING COVERAGE NAIC0 ., q g Riverside. Ca FEB 2 3 2023 92506 INSURER A: State Farm Fire and Casualty Company 25143 INSURED _-� City Hall ENSURER B: --- - Interactive Design Corporation ReceDtion Desk INSURER C_: INSURER D: 199 S CIVIC Drive Su to 10 INSURER E : INSURER F Palm Springs, Ca 92262 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. iNSR TYPE OF INSURANCE ADDL SUBR'. POLICY NUMBER POLICY EFF POLICY EXP LIMn$ COMMERCIAL GENERAL LIABFLI7Y EACH OCCURRENCE $ CLAIMSWADE OCCUR _ 'DAMAGE TO RENTED PREMISES IEa occurrence) E MEDEXP(Anyonsparson) $ PERSONAL 8 ADV INJURY E GENERAL AGGREGATE E GENL AGGREGATE LIMIT APPLIES PER. `—' PRO- POLICY: JECT ` LOC �.—.-._.-_...-.-_—... PRODUCTS-COMP/OP AGG f OTHER. ' E AUTOMOBILE LIABILITY _ COMBINED SINGLE LIMIT Ea accident $ $ ANY AUTO ! BODILY INJURY (Par person) OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON.O MED AUTOS ONLY AUTOS ONLY -. PROPERTY DAMAGE Peraccidenl $ f UMBRELLA LIAM OCCUR EACH OCCURRENCE $ f EXCESS UAB CLAIMS -MADE'. AGGREGATE DED RETENTIONS $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERtEXECUnVE YIN A OFFICER/MEMSER EXCLUDED? �N (Mandatory in NH) N/A'. 92-GO-F488-6 09/01/2022 X', STATUTE'. ERA -- E.L. EACH ACCIDENT 09/Ot/2023 E.L. DISEASE - EA EMPLOYE $ 1,000,000 $ 1,000,000 'If es descri0e under DESCRIPTION OF OPERATIONS below --_.—.--- E.L. DISEASE - POLICY LIMIT _ _ $ 1,OOQ000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION 30 Day Notice will be sent to holder 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 AUTHORIZED REPRESENTATIVE 3601 E. Mesquite Ave Palm Springs, Ca 92264 Completed by an authorized State Farm representative. If signature is required, please contact a State Farm agent. ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 1001486 132849.13 04-22-2020 POLICY NUMBER: BUSINESSOW NERS 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 11 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 ACCO LI® CERTIFICATE OF LIABILITY INSURANCE Dnr 1/3/2023vrr) 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 AssuredPartners Design Professionals Insurance Services, LLC 3697 Mt. Diablo Blvd, Suite 230 Lafayette CA 94549 CONTACT NAME Mane Swaney 6- PHONE - - FAX QE. IC_NtL62sE9s-1 as0 lac NoI L E MAIADDRESS;_ Ge ISDCSIgnPfO ssuredPartne s.com INSU.RERLSI AFFORDING COVERAGE NAIL p INSURER A. National Casual Com any 1199.1 LjL'nae# 6003745 INSURED INTEDES-09 Interactive Design Corporation RECEIVED _ _ NSURERa. 760-323-4990 INSURER INSURER D ----- INSURER E 199 S. Civic Drive #10 Palm Springs CA 92262 FEB 2 3 2023 INSURERI- COVERAGES CERIIis AI 19AMBER: 1856305043 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADOIL,SUBRI POLICY EFF POLICY EXP - -- ---- INTRR TYPE OF INSURANCE POLICY NUMBER MMIDDIYYYY MMIDDIYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED_-- CLAIMS MADE OCCUR . fT PREMISES (Ea occunence) $ '..--. ---- ---- '.. VIED EXP (Any one person) $ "', PERSONAL & ADV INJURY $ GEN L AGGREGATE LIMIT APPLIES PER. '', GENERAL AGGREGATE $ POLICY JECOT LOD -.... ',....., PRODUCTS - COMPIOPAGG $ • --. -- - OTHER. $ AUTOMOBILE LIABILITY COMBINED SINGLE LMIT $ F. acatleM) -- ANY AUTO BODILY INJURY (Per Perron) $ J OWNED SCHEDULED AUTOS ONLY AUTOS BODILY NJURY(Pere-cdentl $ HIRED - NONOWNEDPROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY I (Per iircdent UMBRELLA LIAR - OCCUR '.. - EACH OCCURRENCE $ EXCESS LIAR CLAIMS MADE AGGREGATE $ DED RETENTIONS £ WORKERS COMPENSATION PER OTH - '.AND EMPLOYERS' LIABILITY YIN STATUTE R '-' "-- -- OOPRIETORIPARTNER� EXECUTIVE E L EACH ACCIDENT $ HEXCLUDEW NIA' -------- Hand (MandaRry inN (Mandatory in NH) EL O SEASE EA EMPLOYEE $ It yes, deernbe under "'-'- - - - --------- DESCRIPTION OF OPERATIONS below E I. DISEASE POLICY Li MITI $ A '', Protesaianal Liability JE00001617 '', 1/8/2023 1/8/2024 ''. Per Claim $1.00,000 Aggregate Lima $2 000,000 DESCRIPTION OF OPERATIONS) LOCATIONS I VEHICLES (ACORD 101. Additional Remarks Schedule, may be attached if more space is required) ReVarious Facility Improvement Projects for the City of Palm Springs CANCELLATION/CHANGE: 30 day notice will be sent to the certificate holder. CERTIFICATE HOLDER CANCELLATION 30 Day Notice will be sent to holder 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 3200 E Tahquitz Canyon Way Palm Springs CA 92263 AUTHORIZED REPRESENTATIVE ACORD 25 (2016103) © 1988.2015 ACORD CORPORATION. All rights reserved. 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 E100001617 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: Interactive Design Corporation 199 S Civic Dr Ste 10 Palm Springs, CA 92262 AGENT NAME AND ADDRESS: 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 bome by Insured): .......................................................... :..$10,000 ITEM6. 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. JE-D-1 (6-19) 0 Nationwide Underwritten by National Casualty Company ENDORSEMENT NO. 1 ATTACHEDAND FORMINGAPART OF ENDORSEMENT EFFECTIVE DATE ( � 12;01 A.M, STANDARD TIME NAMED INSURED AGENT NO. POLICY NUMBER JE00001617 01/08/2023 Interactive Design Corporation 12549 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 Nationwide' Underwritten by National Casualty Company ENDORSEMENT NO. 2 ATTACHED TO AND FORMING A PART OF ENDORSEMENT EFFECTIVE DATE NAMED INSURED AGENT NO. POLICY NUMBER (DRSE STANDARD TIME) JE00001617 01/08/2023 Interactive Design Corporation 12539 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 Reception 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. Nationwide" 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 Nationwide JE-20 (6-19) Page 2 of 2 Underwritten by National Casualty Company ENDORSEMENT NO. 3 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 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 1. 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 clientslost 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. JE-35 (6-19) Page 1 of 4 Nationwide' 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 storedon 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: 1. 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. JE-35 (6-19) Page 2 of 4 Nationwide 2. COMPUTER NETWORK PRIVACY BREACH means: a. Theft, loss or UNAUTHORIZED DISCLOSURE of PERSONALLY IDENTIFIABLE INFOR- MATION orTHIRD-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. 5. 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. Nationwide* JE-35 (6-19) Page 3 of 4 F. For the purposes of this endorsement only: 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 UWe 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 DATE TYPE NAME OF PARTNER, OFFICER OR SOLE PROPRIETOR AUTHORIZED REPRESENTATIVE DATE JE-35 (6-19) Page 4 of 4 Nationwide' Underwritten by National Casualty Company ENDORSEMENT NO. 4 ATTACHED TO AND FORMING A PART OF ENDORSEMENT EFFECTIVE DATE NAMED INSURED AGENT NO. POLICY NUMBER (12:01 AM. STANDARD TIME) JE00001617 0008/2023 Interactive Design Corporation 12;49 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 Reoeoon 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, WIN NW00"Wme JE-41-CA (8-19) Page 1 of 4 (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. h. 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). JE-41-CA (8-19) Page 2 of 4 0 Nationwide" 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 non renewal 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 'Nationwide (2) Ten (10) days for an 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 JE-41-CA (8-19) Page 4 of 4 0 Nationwide National Casualty Company ENDORSEMENT NO. 5 ATTACHED TO AND FORMING A PART OF ENDORSEMENT EFFECTIVE PATE (12.01 A.M. STANDARD TIME) NAMED INSURED AGENT NO. POLICY NUMBER JE00001617 01/08/2023 Interactive Design Corporation 12549 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 FEB 2 3 2023 Recepnonall Desk as may be recognized and defined under the provision of any applicable federal, state or local law AUTHORIZED REPRESENTATIVE UT-414g (6-11) Page 1 of 1 HaV q 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." NOTX0304CA (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 1-800-423-7675 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 ESSCyberl-osses(a nationwide corn 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 NOTX0607CW (2-19) Nationwide 11 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. Secretary e President 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 'bur" 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. Nationwide 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. Nationwide JE-P-1 (10-19) Page 2 of 18 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 againstyou and resultsfrom 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 Wall 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. JE-P-1 (10-19) Page 3 of 18 {� Nationwide 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 fora 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. Nationwide 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 party 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, rernediation 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; JE-P-1 (10-19) Page 5 of 18 MAE Nationwide 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 to 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: Nationwide 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; f. 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 Ijf' 10. Nationwide JE-P-1 (10-19) Page 7 of 18 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 Nationwide 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, intemet 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; aAm Nationwide JE-P-1 (10-19) Page 9 of 18 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; B. 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 Nationwide 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 Reliefand 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 21A., 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. Nationwide JE-P-1 (10-19) Page 11 of 18 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 non-compliance 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. 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 (1) A CLAIM is fully and finally resolved through the use of MEDIATION; or 1 (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. I Nationwlde JE-P-1 (10-19) Page 13 of 18 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 Nationwide 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 forwhich 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. Nationwide JE-P-1 (10-19) Page 15 of 18 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 INTERESTITRANSFER 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. Nationwide JE-P-1 (W-19) Page 16 of 18 6. 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. 8. 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 rate 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. Nationwide' 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. 12. BANKRUPTCY 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 CLAIMif uninsurable under the laws or regulations of the United States concerning trade, economic sanc- tions or trade embargos. MAN Nationwide JE-P-1 (10-19) Page 18 of 18 6V6yq -, - - IN EDES-01 CERTIFICATE OF LIABILITY INSURANCE DATIYYYY) 111N8/2O8/2023 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. M 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 RECEIVEDC Weingarten & Hough, Inc. 41602 Indian Trail Rancho Mirage, CA 92270 FEB 2 3 2023 ACT pNONE FAx ,Nq Eat: 760 325-2526 IAAc, me,(760) 322.5970 INSURE AFFORDING COVERAGE NAM:# INSURER A: Ohio Security Insurance Com pa rry 24062 INSURED Reception Desk 199 S. Interactive Design Corporation 199 S. CIVIC Dr., INSURER e INSURER C: LINSURIER D : Suite #10 Palm Springs, CA 92262 INSURER E: INSURER F : COVERAGES r`FOTipit-ATIP III IUMPO• 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. RNSR TYPE OF INSURANCE D IN U SUM MM POLICY NUMBERE POLICYMLEFF POO ICY EXP LIMITS A X cossRpALGENERALLIABILITV CLAIMS -MADE a OCCUR X X BZS56159807 7/24/2022 7/24/2023 EACH OCCURRENCE 5 2,000,000 DAMAPREMGE TO RENTED 21000,000 $ 15,000 MED EXP one maho,,l PERSONAL a ADV INJURY 2,000,000 AGGRE TE LIMIT APPLIES PER'. POLICY JtEf I LOC GENERAL AGGREGATE 4,000,000 GENT PRODUCTS - COMP/GP AGO 1 2,000,000 OTHER OTHER' A LIABILITY COMBINED SINGLE LIMIT 1,000,000 e BODILY INJURY Per .1 S ANY AUTO OVMED SCHEDULED AUTOS ONLY X LANUUTNOSSµN�p AUTOS ONLY X AUTOS ONIV BASS6159807 1/31/2023 1131/2024 Ix BODILY INJURY Per emdeM S Pp �EpaniC'E $ 11 UMBRELLA LIAR EXCESS DAB OCCUR CLAIMS -MADE EACH OCCURRENCE AGGREGATE S DIED I RETENTIONS 4 WORKERS COMPENSATION ANDEMPLOYERATLIABILITY YIN A QN�Y PROPRIETgO�RqRARTNERIEXECUTIVE En NH) EXCLUDED? NRI NIA PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE E IMFanda LN D yyes,deecM1DN under DESCRIPTION OF OPERATIONS belp+v EL DISEASE -POLICY LIMIT S DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES IACORD 101, A,IHOonal Rema,ks Schedule, may lie attached B mom space is required) Certificate Holder City of Palm Springs, Its Officials, Employees and agents are named as Additional Insured as respects General Liability as per Blanket M endorsement attached form #BPO4480713 30 day written notice of cancellation. Primary, Non contributory applies per attached endorsement form #BPO4970106 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. AUTHORED REPRESENTATIVE Ll ---- — L,, —, ' W 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD A`"RI® CERI IrICATE OF LIABILITY INSUIlmriCE DATE! MmM�IVwYl1 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: B the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. H 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). CONPRODUCER RECEIVED wAMECT Deborah Sanders StateFarm Deborah Sanders PHONE Ea ): ssi se4 8622 6748 Brockton Avenue FEB 2 3 2023ywE-MAIL ss,__ Riverside INSURED _ _... _.. EPITOME INSURANCE SOLUTIONS INC PMB 369 420 N MCKINLEY ST STE 111 INSURERS) AFFORDING COVERAGE NAIC9 CA 925063022 INSURER A: State. Farm General Insurance Company.. 25151 INSURER B : INSURER D: CORONA CA 92879-6504 1 INSURERF: COVERAGES CFRTIFIGATF Nll$RRFR- DPLnQInN NIINIRFo. 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. LTR TYPE OF INSURANCE —'', INSO W VO'.. POLICY NUMBER -, IMMROOryyyy) (MMIDDIrrm DRABS _X I COMMERCIAL GENERAL LIABILnV EACH OCCURRENCE $ 1000000 _ CLAIMS-MADE'_X OCCUR DAMAGE TO RENTED _ PREMISEST&Omumnod— E 3000DO MED EXP(Any me pmaw) S 5000 92-BE-P314-5 12/15/2022 12/15/2023 PERSONAL S ADV INJURY $ 1000000 GEN9_ AGGREGATELIMIT APPLIES PER _ GENERAL AGGREGATE $ 2006000 POLICY '.'- J JECOT X LOC PRODUCTS COMP/OPAGG $2000000 OTHER $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea a=iwt) $ ANY AUTO BODILY INJURY (Par peram) $ OWNED SCHEDULED ONLY AUTOSBODILYBODILYINJURY (PGaCddem)-I $ HIRTEOD AUTOS ONLY AUTOS ONLY (Per a=dert) $ S UMBRELJAUAS OCCUR EACH OCCURRENCE $ EXCESS DAB CLAIMS -MADE AGGREGATE $ DED RETENTION $ S WORKERS COMPENSATION PER OTH- MO EMPLOYERS' LIAB LI Y ANY PROPRIETORIPARTNERIEXECILITIVE YIN STATUTE_ __ _ _ER. _ J $ OFFICERNEMBER EXCLUDED? F-1 N / A E.L. EACH ACCIDENT $ ',. INa..wo'y In NH) E.L. DISEASE - EA EMPLOYEE' $ I yea. t$sswbeunder DESCRIPRON OF OPERATIONSbelm E.L.DISEASE-POLICYLIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 1M. AtlAtlonel Rem Schedule. mey Ix srIs d I mon spw is mqubed) CERTIFICATE Hnl OFR rANrFI I ATInN 'ln ne., w....a &.. w.u.. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WALL BE DELIVERED IN City Of Palm Springs ACCORDANCE WITH THE POLICY PROVISIONS. 3601 E. Mesquite Ave AUTHORIZED REPRESENTATIVE Palm Springs CA 92264 This fam was systeplyenereted w January 6, 20, ® 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD I001,1ES x lssfrA xa 1J-Ie- l ACOR" CERI IriCATE OF LIABILITY INSURt,t.CE DATE(MMD°"""' (`� 1 02/17/2022 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 SWeFarm Deborah M. Sanders RECEIVED PHONE Ertl. 951-664-8822 FAX Ne 9516a45860 �- 6748 Brockton Ave E-MAIL ADDRESS. tina@teamsandersinsurance.com Riverside, Ca FEB 2 3 2023 ____ INSURER(S) AFFORDING COVERAGE NAICY 92506 INSURER A. State Farm Fire and Casualty Company 25143 INSURED City Hall INSURER B' i Interactive Design Corporation Reception Desk INSURER C : 199 S Civic Drive INSURER 0: Suite 10 - ---- - INS 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. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO NMICH 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 ADDLISUBR POLICY EFF POLICY NUMBER fu1AIODNYfYILIMITS POLICY UP -- � COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S CLAIMS- A1ADE OCCUR DAMA TS-R ! D - - -. — -- ''. PREMISES Ee ocuarerce S $ MED EXP (Any one Parson) S '.,. PERSONAL&ADV INJURY s GEN'L AGGREGATE LIMIT APPLIES PER: '., '.. GENERAL AGGREGATE _ JECT LOC — POLICY ': PRO- ,.,. PRODUCTS - COMP/OP AGG S S OTHER: AUTOMOBILE LM181LRY — COMBINED SINGLE LB1IT yEa accitlent S S ANY AUTO BODILY INJURY (Per person) ^— OWNED SCHEDULED AUTOS ONLY AUTOS !, BODILY INJURY (Par actldeM ''. 1 S -HIRED NON -OWNED AUTOS ONLY AUTOS ONLY 'PROPERTV-DAMAGE '., Per accitlenl S S — UMBRELLA LIAR OCCUR EACH OCCURRENCE S EXCESS LIAB CLAIMS -MADE AGGREGATE --- S DED RETENTIONS S WORKERS COMPENSATION PER OTH- X ANO EMPLOYERS' LIABILITY A ANY PROPRIETOR/PARTNER,EXECUTIVE YIN OFFICERMEMBER EXCLUDED' ❑N N/A 92-GD-F4$8-B D9101/2D22 STAT TE ER E.L. EACH ACC 09/01(2D23 IDENT S 1,000,000 $ 1,D00,000 (Mandatary in NH) Ryes des antler DESCRIPTION OF OPERATIONS DaIow E.L. DISEASE - EA EMPLOYEE 'E. L. DISEASE -POLICY LIMIT $ 1,000,000 II DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks SCGadule, may Ix attached If mom apace Is mofu 'ed) City of Palm Springs 3601 E. Mesquite Ave Palm Springs, Ca 92264 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORREO REPRESENTATIVE Completed by an authorized State Farm representative. If signature is required, please contact a State Farm agent. ©1988-2015 ACORD CORPORATION. All rights reserved ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD 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 fallowing: 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't Ir rCATE OF LIABILITY INSURmimCE �,/ Dare (MM/DDnyYn 113l2023 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 AssuredPartners Design Professionals Insurance Services, LLC 3697 Mt. Diablo Blvd, Suite 230 Lafayette CA 94549 CONTACT NAME: Mane $Wane PHONE ; 626 6�Y16fi0 I" EJAAIL ADDRESS: CertsDes' nPr uredPartners.com INSURERS AFFORDING COVERAGE MAIL# A: NatlDnal CasDa COT an 11981 Ugense# 6003745INSURER INSURED INTEDES49 Interactive Design Corporation RECEIVED 760-323-4990 _ INSURER e: INSURER C INSURER D: 199 S. Civic Drive #10 Palm Springs CA 92262 FEB 2 3 2023 INSURER E INSURER F : COVERAGES CER MINBER: 1856305043 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. -- ADOL SUER POLICY EFF POUCYEXV II TYPE OF INSURANCE POLICY NUMBER MMIO YI 0111MIDDYYYY1I uhms COMMERCIAL GENERAL LIABILITY _ �., '.,. EACH OCCURRENCE $ CLAIMS -MADE; OCCUR .. .- '',. i71AMAGE l`017ERf,�-- PREMISES Ea occurrence $ S MED EXP (Any one person) PERSONAL& ADV INJURY S ._.—.._.. i GATE LIMIT APPLIES PER: . -_- PRO- f I I 1 POLICY:E ! —_i JECT LOG GENERALAGC REGATE f PRObUCTS COMP/OP AGG OTHER. S AUTOMOBILE LIABILITY! -. —' COMBINED SINGLE LIMR Es accAent E ANY AUTO BODILY INJURY(Per person) S OWNED SCHEDULED _• AUTOS ONLY AUTOS BODILY INJURY (Peracaden0 $ HIRED NON -OWNED _ i AUTOS ONLY AUTOS ONLY P OPERTYOAMAGE Per acdden} $ E UMBRELLADAS OCCUR i EACH OCCURRENCE $ —EXCESS LIAB CLAIMS -MADE AGGREGATE S LED ''. RETENTION$ $ WORKERS COMPENSATION PER ! OTH- I AND EMPLOYERS' LIABILITY YIN ANYPROPRETORPARTNERIEXECUTNE !OFF ICER/MEMSEREXCLUDED? ❑ N/A STATUTE iER - E.L. EACHACCIDENT E S (Mandatory in NH) eOPERATIONS E.L. DISEASE - EA EMPLOYE $ DESCRIPTION OF UeIav EL DISEASE -POLICY LIMIT A I Proteawnel LabiMy JE00001617 I 1/8/2023 1/3/2024 Per Cia,m $1,000,000 Aggregate Limb $2,000,000 DESCRIPTION OF OPERATIONS i LOCATIONS f VEHICLES (ACORD 101, AWdional Remarks Schedule. may l 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 r.ANCFI I ATInN sn nn� NnNr-n u,;n he ea.,l In HnIHc. 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 Palm Springs CA 92263 AUTHORIZED REPRESENTATNE ACORD 25 (2016103) © 1988-2015 ACORD CORPORATION. All rights reserved. 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 E0OOO1617 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: Interactive Design Corporation 199 S Civic Dr Ste 10 Palm Springs, CA 92262 AGENT NAME AND ADDRESS: 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: .......................................................................... ITEM 4. Limits of Liability: Each CLAIM Limit of Liability: ............................................................... Aggregate Limit of Liability per POLICY PERIOD: ..... .......................... ITEM 5. DEDUCTIBLE: Each CLAIM (Amount to be bome by Insured): .... .............................. ITEM6. Premium: .............................................................................................. 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: ........ Unlimited .......... $1, 000,000 .......... $23000,000 ........1.... $10,000 See JE-3 (2-19) 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. JE-D-1 (6-19) Nationwide 'tom Underwritten by National Casualty Company ENDORSEMENT NO. 1 ATTACHED TO AND FORMING APART OF ENDORSEMENT EFFECTIVE DATE NAMED INSURED AGENT ND. POLIGV NUMBER (12:01 A.M. STANDARD TIME] JE00001617 01/08/2023 Interactive Design Corporation 12549 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 tj Nationwide Underwritten by National Casualty Company ENDORSEMENT NO. 2 ATTACHED TO AND ENDORSEMENT EFFECTIVE DATE FORMING A PART OF (12;01 A.M. STANDARD TIME) NAMED INSURED AGENT NO. POLICY NUMBER JE00001617 01'08,'2023 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 Reception 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: 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. JE-20 (6-19) Page 1 of 2 Nationwide' 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 JE-20 (6-19) Page 2 of 2 (� Nationwide Underwritten by National Casualty Company ENDORSEMENT NO. 3 ATTACHED TO AND FORMING A PART OP ORSEME ENDORSEMENT EFFECTIVE DATE NAMED INSURED AGENT NO. POnCY NUMBER 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 Recepgon all 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: 1. 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 onlv 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. JE-35 (6-19) Page 1 of 4 Nationwide _ J L; 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: 1. 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. Nationwide' 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 orTHIRD-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. 5. 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. Nationwide JE-35 (6-19) Page 3 of 4 �t 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, N OR SOLE PROPRIETOR DATE AUTHORIZED REPRESENTATIVE DATE JE-35 (6-19) Page 4 of 4 141 Nattonwide Underwritten by National Casualty Company ENDORSEMENT NO. 4 ATTACHED TO AND FORMING A PART OF ENDORSEMENT EFFECTIVE DATE NAMED INSURED AGENT NO. POLICY NUMBER (DORSEME STANDARD TIMA 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 Retention 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 1l.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; Nationwide JE-41-CA (8-19) Page 1 of 4 U U (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. h. 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). JE-41-CA (8-19) Page 2 of 4 I� Nationwide 1 + 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); Nationwide' JE-41-CA (8-19) Page 3 of 4 (2) Ten (10) days for an 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.. 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 Nationwide JE-41-CA (8-19) Page 4 of 4 National Casualty Company ENDORSEMENT NO. 5 ATTACHED TO AND FORMING A PART OF ENDORSEMENT EFFECTIVE DATE NAMED INSURED AGENT NO. POLICY NUMBER (12:01 A.M. STANDARD TIME) JE00001617 01/08/2023 Interactive Design Corporation 12549 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 FEB 2 3 2023 City Hall Receofion Desk as may be recognized and defined under the provision of any applicable federal, state or local law. AUTHORIZED REPRESENTATIVE UT414g (6-11) Page 1 or 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) IJ 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. I HOW TO REPORT A CLAIM Call 1-800-423-7675 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. I HOW TO REPORT A NETWORK SECURITY AND PRIVACY BREACH CLAIM I E-mail ESSCyberLosses( )a.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. -{� .Nationwide NOTX0607CW (2-19) 0 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. Secretary - 'I 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: 1. 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 yourwritten 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. win Nationwide JE-P-1 (10-19) Page 1 of 18 t-i 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 S. 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 atwhich 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 (W-19) Page 2 of 18 Nationwide 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 Wall 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. Nationwide JE-P-1 (10-19) Page 3 of 18 ) LJ� U 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. 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. Nationwide JE-Pd (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 party 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 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; JE-P-1 (10-19) Page 5 of 18 Nationwide 0 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 to 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 thatwere 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 -NationvWde (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; f. 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 orwritten 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 mvqm Nationwide' JE-P-1 (10-19) Page 7 of 18 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 SAM Nationwlde 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; Nationwide JE-P-1 (10-19) Page 9 of 18 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 Nationwide' 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 WAS Nationwide �J 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 $56,000 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 �?' {� 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 ofthe 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 may be 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; MAW JE-P-1 (10-19) Page 14 of 18 { it Nationwide 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 fora Supplemental Extended Reporting Period must be added by endorsement forwhich 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. Nationwide JE-P-1 (10-19) Page 15 of 18 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 rate. 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. {� Nationwide 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. 8. 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 rate, 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 rate 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 Nationwide 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 agreedsettlement means a settlement and release of liability signed by us, the Insured and the claimant or the claimant's legal representative. 12. BANKRUPTCY 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. Nationwide JE-P-1 (10-19) Page 18 of 18