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HomeMy WebLinkAboutBRAINSTORM STEM EDUCATIONINSURANCE ON TILE WORK MAY PROCEED UNTIL INSURAN ,E EXPIRES CITY CLERK N-2025-090 CONSULTANT AGREEMENT WITH BRAINSTORM STUDIOS, LLC TO APR 17 2025 PROVIDE STEM EDUCATION CLASSES TO YOUTH PARTICIPANTS THIS AGREEMENT is made and entered into this 1st day of April, 2025 by and between Brainstorm Studios, LLC, a California limited liability company, dba BrainStorm STEM Education ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). Consultant and City are also collectively referred to herein as "Parties" or singularly as a "Party." RECITALS A. The City desires to retain a consultant have special skill and knowledge in the field of STEM (science, technology, engineering, and mathematics) educational classes for children ages 13-17 on behalf of the City's Parks, Recreation, and Community Services Agency. B. Consultant represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A — Scope of Services, attached hereto and incorporated by reference. 2. COMPENSATION City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A. The total amount authorized during the term of this Agreement, including any extension periods, shall not exceed $50,000.00. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with Page 1 of 9 financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on May 1, 2025 and terminate on April 30, 2026, unless terminated earlier in accordance with Section 17, below. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "Maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractors prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in Page 2 of 9 any way in its use of the Documents and Data at anytime, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Consultant shall procure and maintain for the duration of the agreement, the following insurance coverages: Minimum Scope and Limit of Insurance. Consultant shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as: • Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. • Sexual Abuse or Molestation Liability (SAML): If the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Consultant shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit of no less than $1,000,000 per occurrence or claim. • Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with combined single limits of $1,000,000. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance with existing limits, which can be lower than $1,000,000, • Workers' Compensation (WIC): as required by the State of California, with statutory limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, per employee, per policy for bodily injury or disease. This requirement can be waived if Vendor has no employees. • If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions: • CGL, SAML and AL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Permittee including materials, parts, equipment, and personnel furnished in connection with such work or operations. • All required insurance policies: Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Permittee for City. • All required insurance policies: For any claims related to this contract, Permittee's insurance coverage shall be primary and any insurance maintained by City, its City Page 3 of 9 Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. • All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Permittee's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. • Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non -renewal due to non-payment. • Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: (Name of Department Staff Responsible for Agreement), Address of Department Responsible for Agreement, M-XX, Santa Ana, CA 92701. The name and location of the event should be included in the Description of Operations section of each certificate. Self -Insured Retentions. Self -insured retentions must be declared to and approved by the City. City may require Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage. Permittee shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Permittee's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. basis: Claims Made Policies. If any of the required policies provide coverage on a claims -made • The retroactive date must be shown and must be before the date of the contract or the beginning of work. • Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work. • If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the contract effective date, Company must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. Page 4 of 9 Subcontractors. Consultant shall require and verify that all sub -contractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from sub -contractors. Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, Consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding, Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all Page 5 of 9 work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDE NTIA ITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-6956 Executive Director Parks, Recreation & Community Services Agency City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 Page 6 of 9 To Consultant: Brainstorm Studios, LLC Attn: Darren Jones, CEO 42 Waterworks Way Irvine, California 92618 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address, If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services, which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant Page 7 of 9 compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work, which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Consultant shall not discriininate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be detennined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement, 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of S anta Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. Page 8 of b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST ennifer L. APPROVED AS TO FORM SONIA R. CARVALHO City Attorney B• onathan T. Martine Assistant City Attorney RECOMMENDED FOR APPROVAL Hawk Scott Executive Director Parks, Recreation, and Community Services Agency CI40FANTA Alvaro Nunez City Manager CONSULTANT Dane,.. Janet (npl 2.202512:1.1 POT) By: Darren Jones Title: CEO Page 9 of 9 Exhibit A SCOPE OF SERVICES CONSULTANT INFORMATION: BrainStorm Stem Education EVENT: City Youth and Teen Programs at City Recreational Facilities and Parks SERVICE DATE(S): May 1, 2025- April 30, 2026 COMPENSATION DUE TO CONSULTANT: not to exceed $50,000 for the term. PAYMENT & FEES: Consultant will be paid the full amount of compensation, within 45 days of each event date and/or program period that is mutually agreed upon (i.e. by date, month to month, or season, etc.). DESCRIPTION: Provide enrichment STEM (science, technology, engineering and mathematics) education classes for ages 13-17 years during city programming hours at City recreation facilities and parks, BrainStorm Stem Education will provide program enrichment in the form of: Estimate #1: HERO Stem Program - Estimate: $24,750 - 15 week curriculum - One day a week - 3 hours per day - 30-40 students per class - 45 instruction hours - 3-4 instructors - all materials and equipment included Estimate #2: HERO Stern Program Estimate: $23,400 3 week curriculum - Monday -- Friday 3 hour Sessions daily 30-40 students per class 45 instruction hours - 3-4 instructors all materials and equipment included Estimate #3: Summer Splash Day Camp Stem Programming - Estimate: $39,500 - 10-week curriculum - 2-hour sessions, one day per week - 150 students per day, 3 sites (40 — 60 participants per site) - 40 instruction hours - 6 instructors - all materials and equipment included BRAISTU-01 RFNAR '4` oizo CERTIFICATE OF LIABILITY INSURANCE DATEYYYY) 4/212022/2025 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 License # OM10410 Armstrong/Robitaille/Riegle Business and Insurance Solutions 18575 Jamboree Rd, Ste 500 Irvine, CA 92612-2545 CONTACT NAME: HONNo, EXt : (949) 381-7700 n1c, No):(949 861-9429 ) E-MAIL alcom grou p• ADDRE, arrinfo@aleragroup.com INSURERS AFFORDING COVERAGE NAIC # INSURER A:Philadelphia Indemnity Ins Co 18058 INSURED INSURER B INSURER C BrainStorm Studios, LLC INSURER D 42 Waterworks Way Irvine, CA 92618 INSURER E : INSURER F : COVERAGES CERTIFICATE Nl1MRFR7 RPVISInK1 MHMRFa- 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 EXPITR LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR X X PHPK2579553 9/1/2024 911/2025 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES E $ 100,000 VIED EXP (Any oneperson) 5,000 PERSONAL & ADV INJURY 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY jE LOC GENERAL AGGREGATE 33000,000 PRODUCTS - COMP/OP AGG 3,000,000 OTHER: A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT a accident)P $ 1,000,000 BODILY INJURY Per erson $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS PHPK2579553 9/1/2024 9/1/2025 BODILY INJURY Per accident $ PROPERTY AMAGE Per acciden tt $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS -MADE PHUB873718 9/1/2024 9/1/2025 AGGREGATE 2,000,000 DED I X I RETENTION$ 10,000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRI ETC R/PARTNERIEXECUTIVE ❑ OFFICERIMEMBER EXCLUDED? (Mandatory in NH) If yes, describe under N I A PER OTH- STATUTE E E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYE DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT A Abuse & Molestation PHPK2579553 9/112024 9/1/2025 Each Conduct 1,000,000 A Abuse & Molestation PHPK2579553 911/2024 9/1/2025 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Santa Ana, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Permittee including materials, parts, or equipment furnished in connection with such work or operations. Primary & Non -Contributory coverage and a Waiver of Subrogation applies to the General Liability policy per the attached forms. TuTran Digitally signed by APPROVED Tu Tran Nguyen Nguyen Date:2025.04.14 By Tu Tran Nguyen at 8:32 am, Apr 14, 2025 08:32s9-07•00• SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Parks, Recreation, and Community Services Agency 20 Civic Center Plaza, CA 92701, M-23 AUTHORIZED REPRESENTATIVE Santa Ana, CA 92701\\J ACORD 25 (2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACC)MY CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 04/02/2025 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 NAME: CONTACT Automatic Data Processing Insurance Agency, Inc. Automatic Data Processing Insurance Agency, Inc. (PA 1CNNo Ext : 1-800-524-7024 FAlC No): E-MAIL ADDRESS: 1 Adp Boulevard INSURERS AFFORDING COVERAGE NAIC # Roseland NJ 07068 INSURER A : Hartford Casualty Insurance Company 29424 INSURED Brainstorm Studios LLC INSURER B : INSURER C : INSURER D : 42 Waterworks Way INSURER E Irvine CA 926183107 INSURER F COVERAGES CERTIFICATE NUMBER: 4227834 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 LTR TYPE OF INSURANCE NSD UBR SWVD POLICY NUMBER POLICY EFF MMI DfYYYY POLICY EXP MM/ DIYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ PREMISES Ea occurrence $ CLAIMS -MADE 1-1 OCCUR MED EXP (Any one person) $ PERSONAL & ADV I NJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PECTRO ❑ LOC J PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE IMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident $ UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LAB CLAIMS -MADE DED I I RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? FY] (Mandatory In NH) N / A Y 76WEGAF9J4C 03/26/2025 03/26/2026 P R TH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE- POLICY LIMIT $ 1,000,D00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) This certificate has a blanket Waiver of Subrogation for the following state(s) :CA City of Santa Ana, its City Council, officers, officials, employees, agents, and volunteers. �APPROVED By Tu Tran Nguyen at 8:32 am, Apr 14, 20 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana, Attn: Parks, Recreation, and Community THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Services Agency ACCORDANCE WITH THE POLICY PROVISIONS, 20 Civic Center Plaza M-23 AUTHORIZED REPRESENTATIVE Santa Ana CA 92701 1 f1(a- `�it—)`,-w © 1988-2015 ACORD CORPORATION. All rights reserved J25 ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Policy#: PHPK2579553 Philadelphia Indemnity Insurance Company PI-GLD-VS (05/17) THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT SCHOOLS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page # Damage to Premises Rented to You $300,000 2 Extended Property Damage included 2 Non -Owned Watercraft Less than 58 feet 2 Supplementary Payments — Bail Bonds $2,500 2 Supplementary Payment — Loss of Earnings $500 per day 2 Medical Payments $15,000 3 Medical Payments — Extended Reporting Period 3 years 3 Employee Indemnification Defense Coverage for Employee $25,000 3 Additional Insured -- Medical Directors and Administrators Included 3 Additional Insured — Managers and Supervisors Included 3 Additional Insured —Broadened Named Insured Included 3 Additional Insured — Funding Source Included 3 Additional Insured — Managers or Lessors of Premises Included 4 Additional Insured — By Contract, Agreement or Permit Included 4 Additional Insured — Broad Form Vendors Included 4 General Aggregate — Per Campus Included 5 Duties in the Event of Occurrence, Claim or Suit Included 6 Other Insurance — Primary Additional Insured Included 6 Other Insurance — You Are An Additional Insured On Another Person's Or Or anization's Policy Included 7 Unintentional Failure to Disclose Hazards Included 8 Liberalization Included 8 Bodily Injury -- includes Mental Anguish Included 8 Personal and Advertising Injury-- includes Abuse of Process, Discrimination Included 8 Transfer of Rights of Recovery Against Others To Us Clarification 9 Science Laboratory "Occurrence" $50,000 9 Medical Incident Liability — Nurse and Athletic Trainer Included 9 PI-GLI7-VS (06117) Page 1 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company PI-GLD-VS (05/17) A. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. The last paragraph of SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; b. SECTION III - LIMITS OF INSURANCE, Paragraph 6.; c. SECTION V — DEFINITIONS, Paragraph 9.a. 2. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the words "Fire insurance" are changed to "insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4.Other Insurance, Paragraph b. Excess Insurance 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: a. $300,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. B. Extended "Property Damage" SECTION I - COVERAGES. COVERAGE A, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted and replaced by the following: a. Expected or Intended Injury "Bodily Injury" or "Property Damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. C. Non -Owned Watercraft SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is amended to read as follows: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Supplementary Payments Under the SUPPLEMENTARY PAYMENTS - COVERAGE A AND B provision, Items 1.b. and 1.d. PI-GLD-VS (05117) Page 2 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company PI-GLD-VS (05117) are amended as follows: 1. The limit for the cost of bail bonds is changed from $250 to $2,500; and 2. The limit for loss of earnings is changed from $250 a day to $500 a day. E. Medical Payments - Limit Increased to $15 000 Extended Reportinq Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III - LIMITS OF INSURANCE to the greater of: a. $15,000; or b. The Medical Expense limit shown in the Declarations of this Coverage Part. 2. SECTION I —COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, the second part of Paragraph a. is amended to read: provided that: (2) The expenses are incurred and reported to us within three years of the date of the accident; F. Employee Indemnification Defense Coverage Under the SUPPLEMENTARY PAYMENTS - COVERAGES A AND B provision, the following is added: 3. We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of "employees", claims or "suits" brought or persons or organizations making claims or bringing "suits". G. SECTION II - WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part, Paragraph 3.a. is changed to read: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators - Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. b. Managers and Supervisors - It you are an organization other than a partnership or joint venture, your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. c. Broadened Named Insured - Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source - Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or PI-GLD-VS (05/17) Page 3 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company PI-GLD-VS (05/17) (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Managers or Lessors of Premises - Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased to you subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises. (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. f. By Contract, Agreement or Permit - Any person or organization with whom you agreed, because of a written contract or agreement or permit, to provide insurance such as is afforded under this policy, but only with respect to your operations, "your work" or facilities owned or used by you, (1) This provision does not apply: (a) Unless the written contract or agreement has been executed or permit has been issued prior to the "bodily injury," "property damage," "personal and advertising injury": (b) To any person or organization included as an insured under g. Broad Form Vendors below; or (c) To any person or organization included as an insured by an endorsement issued by us and made a part of this Coverage Part. (2) When an engineer, architect or surveyor becomes an insured under this Coverage Part, the following additional exclusion applies: (a) "Bodily injury", "property damage", "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (i) The preparing, approving, or failing to approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; and (ii) Supervisory, inspection, or engineering services. (3) When a lessor of leased equipment becomes an insured under this Coverage Part, the following additional exclusions apply: (a) To any "occurrence" which takes place after the equipment lease expires; or (b) To "bodily injury" or "property damage" arising out of the sole negligence of the lessor. (4) When owners or other interests from whom land has been leased become an insured under this Coverage Part, the following additional exclusions apply: (a) Any "occurrence" which takes place after you cease to lease that land; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of the owners or other interests from whom land has been leased. g. Broad Form Vendors - Any person or organization with whom you agreed, because of a written contract or agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions. (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing or substitution of parts under instructions from the manufacturer, and then repackaged in the original container; PI-GLD-VS (05/17) Page 4 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company PI-GLD-VS (05/17) (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor. (2) This provision does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. (3) This provision does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Coverage Part. (4) This provision does not apply if "bodily injury" or "property damage" included within the "products -completed operations hazard" is excluded either by the provisions of the Coverage Part or by endorsement. H. Per Campus — General Appreciate SECTION III — LIMITS OF INSURANCE is amended to include the following provisions: 1. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under SECTION I — COVERAGE, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, and for all medical expenses caused by accidents under SECTION I — COVERAGE, COVERAGE C MEDICAL PAYMENTS which can be attributed only to operations at a single designated "campus" shown in the Declarations: a. A separate Per Campus General Aggregate Limit is applicable to each single designated "campus" shown in the Declarations and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. b. The Per Campus General Aggregate Limit is the most we will pay for the sum of all damages under COVERAGE A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard," and for medical expenses under COVERAGE C regardless of the number of: (1) Insureds; (2) Claims made or "suits" brought; or (3) Persons or organizations making claims or bringing "suits." c. Any payments made under COVERAGE A for damages or under COVERAGE C for medical expenses shall reduce the Per Campus General Aggregate Limit for that designated "campus." Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Per Campus General Aggregate Limit for any other designated "campus" shown in the Declarations. d. The limits shown in the Declarations for Each Occurrence, Fire Damage and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Per Campus General Aggregate Limit. PI-GLD-VS (05/17) Page 5 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company PI-GLD-VS (05/17) 2. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under SECTION I -- COVERAGE, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABIITY, and for all medical expenses caused by accidents under SECTION I — COVERAGE, COVERAGE C MEDICAL PAYMENTS which cannot be attributed only to operations at a single designated "campus" shown in the Declarations: a. Any payments made under COVERAGE A for damages or under COVERAGE C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products -Completed Operations Aggregate Limit, whichever is applicable; and b. Such payments shall not reduce any separate designated "campus" General Aggregate Limit. 3. When coverage for liability arising out of the "products -completed operations hazard" is provided, any payment for damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard" will reduce the Products -Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Per Campus General Aggregate Limit. 4. SECTION V — DEFINITIONS is amended by adding the following: "Campus" is defined as premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 5. The provisions of SECTION III —LIMITS OF INSURANCE not otherwise modified by the above shall continue to apply as stipulated. I. Duties in the Event of Occurrence. Claim or Suit 1. The requirement in Paragraph 2.a. of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we are notified as soon as practicable of an "occurrence" or an offense, applies only when the "occurrence" or offense is known to: a. You, if you are an individual; b. A partner, if you are a partnership; or c. An executive officer or insurance manager, if you are a corporation. 2. The requirement in Paragraph 2.b. of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we receive notice of a claim or "suit" as soon as practicable will not be considered breached unless the breach occurs after such claim or "suit" is known to: a. You, if you are an individual; b. A partner, if you are a partnership; or c. An executive officer or insurance manager, if you are a corporation. J. Other Insurance — Primary Additional Insured 1. If the written contract or agreement or permit requires this insurance to be primary for any person or organization with whom you agree to include in SECTION 11-WHO IS AN INSURED, then SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4.Other Insurance is replaced by the following: If other valid and collectible insurance is available for a loss we cover under COVERAGE A of this Coverage Part, our obligations are limited as follows: a. Primary Insurance - This insurance is primary. We will not seek contributions from other PI-GLD-VS (05117) Page 6 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company PI-GLD-VS (05117) insurance available to the person or organization with whom you agree to include in SECTION II - WHO 1S AN INSURED, except when 2. below applies. b. Excess Insurance -This insurance is excess over any of the other insurance whether primary, excess, contingent or any other basis: (1) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) That is Fire, lightning or explosion insurance for premises rented to you; or temporarily occupied by you with permission of the owner; or (3) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to SECTION I — COVERAGE, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. When this insurance is excess, we will have no duty under Coverages A or B to defend any claim or "suit" that any other insurer has a duty to defend. If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this excess insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method of Sharing - If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any or the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's contribution is based on the ratio of its applicable limits of insurance of all insurers. 2. This provision only applies with respect to your operations, "your work" or facilities owned or used by you. K. Other Insurance — You Are An Additional Insured On Another Person's Or Organization's POlicy ._ If you are an insured under SECTION II - WHO IS AN INSURED, then SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. OTHER INSURANCE, Paragraph b. Excess Insurance is replaced by the following: This insurance is excess over any other insurance, whether primary, excess, contingent or on any other basis: 1. That is Fire, Extended Coverage, Builders Risk, Installation Risk or similar coverage for "your work"; 2. That is Fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; PI-GLD-VS (05/17) Page 7 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company PI-GLD-VS (05/17) 3. If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to SECTION I -- COVERAGE, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g.; or 4. When any of the Named Insureds, under this Coverage Part, are additional insureds under a commercial general liability policy or similar insurance of another party. When this insurance is excess, we will have no duty under Coverages A or B to defend any claim or "suit" that any other insurer has a duty to defend. If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insureds. When this insurance is excess or other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: 1. The total amount that all such other insurance would pay for the loss in the absence of this insurance; and 2. The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. L. Unintentional Failure To Disclose Hazards It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. M. Liberalization If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. N. Bodily Iniury - Mental Anguish SECTION V — DEFINITIONS, Paragraph 3. is changed to read: "Bodily Injury": a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (item a. above) at any time. O. Personal and AdvertisingIniu[_--_Abuse of Process. Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of "personal and advertising injury" is amended as follows: 1. SECTION V — DEFINITIONS, Paragraph 14. b. is revised to read: b. Malicious prosecution or abuse of process: 2. SECTION V — DEFINITIONS, Paragraph 14. is amended to include the following: PI-GLD-VS (05/17) Page 8 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company Pi-GLD-VS (05117) "Personal Injury" also means discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1)Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; or b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; or c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. P. Transfer of Riahts of Recovery, Against Others To Us As a clarification, the following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 8. Transfer of Rights of Recovery Against Others To Us: Therefore, the insured can waive the insurer's Rights of Recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. Q. Science Laboratory "Occurrence" SECTION I — COVERAGE, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph f. does not apply to any "bodily injury" or "physical damage" arising out of a fire or "occurrence" in any of your science laboratories while teaching is being conducted in that laboratory, subject to a $50,000 per policy limit. R. Medical Incident Liabiliity,-Nurse and Athletic Trainer 1. SECTION 11— WHO IS AN INSURED, Subparagraph 2.a. (1) (d) is deleted and replaced by the following: (d) Arising out of his or her providing or failing to provide professional medical services. This paragraph does not apply to a registered or practical nurse or athletic trainer, while acting within the scope of his or her duties for the Named Insured and arising out of a "medical incident". 2. SECTION V -- DEFINITIONS, 13. is deleted and replaced by the following: "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions, and "medical incident". 3. The following definition is added to SECTION V -- DEFINITIONS: "Medical Incident" means any act or omission in the furnishing or failure to furnish professional medical services by the insured or any person acting under the personal direction, control, or supervision of the insured. Any such act or omission together with all related acts or omissions in the furnishing of such services to any one person shall be considered one "medical incident". "Medical incident" does not include any actual, alleged or threatened emotional, physical, or sexual abuse of any patient or professional medical services recipient. PI-GLD-VS (05/17) Page 9 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. POLICY NUMBER: PHPK2579553-008 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: City of Santa Ana, its Officers, Officials, Employees and Volunteers Information required to com lete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery we may have against the person or organlzation 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 organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 POLICY NUMBER: PHPK2579553 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED- DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): The City of Santa Ana its Officers, Officials, Employees and Volunteers information_ required to coral ete this Schedule, if not shown above, will be shown in the Declarations._ A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: I. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 0413 © Insurance Services Office, Inc., 2012 Pageloof it THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA Policy Number: 76 WEG AF9J4C Endorsement Number: Effective Date: 03/26/25 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Brainstorm Studios LLC 42 WATERWORKS WAY IRVINE CA 92618 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 02/13/25 Policy Expiration Date: 03/26/26 BRAISTU-01 LBOSSHART ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 9/2/2025 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 License # OM10410 CONTACT NAME: PHONE g49 381-7700 FAX 949 861-9429 (A/C, No, Ext): ( ) (A/C, No):( ) Armstrong/Robitaille/Riegle Business and Insurance Solutions 18676 Jamboree Rd, Ste 600 Irvine, CA 92612-2545 E-MAILarrinfo@aleragroup.com INSURERS AFFORDING COVERAGE NAIC # INSURERA: Philadelphia Indemnity Ins Co 18058 INSURED INSURER B : INSURER C : BrainStorm Studios, LLC INSURER D : 42 Waterworks Way Irvine, CA 92618 INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP MMIDD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR X X PHPK2579553-009 9/1/2025 9/1/2026 DAMAGE TO RENTED PREMISES Ea occurrence 100 000 $ MED EXP (Any oneperson) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 X POLICY JECT LOC PRODUCTS - COMP/OP AGG $ 3,000,000 $ OTHER: A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident 1,000,000 $ X BODILY INJURY Perperson) $ ANY AUTO PHPK2579553-009 9/1/2025 9/1/2026 OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X PROPERTY DAMAGE Per accident $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 EXCESS LAB CLAIMS -MADE PHUB873718-004 9/1/2025 9/1/2026 AGGREGATE $ 2,000,000 DED X RETENTION $ 10,000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN PER OTH- STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) NIA E.L. EACH ACCIDENT $ E.L. DISEASE- EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Abuse & Molestation/ PHPK2579553-009 9/1/2025 9/1/2026 Each Conduct 1,000,000 A Abuse & Molestation PHPK2579553-009 9/1/2025 9/1/2026 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Cyber Liability At -Bay Specialty Insurance Company (NAIC #19607) Policy #AB665049001 Digitally signed Policy Period: 7/24/2025 to 9/1/2026 TU Tran by Tu Tran Nguyen Limit: $2,000,000 ea Incident / Aggregate N9 uyen Date: 2025.09.16 Retention: $2,500 1 08:21:25-07'00' APPROVED SEE ATTACHED ACORD 101 By Tu Tran Nguyen at 8:20 am, Sep 16, 20; SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Parks, Recreation, and Community Services Agency 20 Civic Center Plaza, CA 927019 M-23 AUTHORIZED REPRESENTATIVE Santa Ana, CA 92701 �). ?5 ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: BRAISTU-01 LBOSSHART LOC #: 1 AFRO ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY License # OM10410 NAMED INSURED rmstron /Robitaille/Rie le Business and Insurance Solutions g g Brainstorm Studios, LLC 42 Waterworks Way Irvine, CA 92618 POLICY NUMBER EE PAGE 1 CARRIER NAIC CODE ,SEE PAGE 1 SEE P 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/LocationsNehicles: The City of Santa Ana, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Permittee including materials, parts, or equipment furnished in connection with such work or operations. Primary & Non -Contributory coverage and a Waiver of Subrogation applies to the General Liability policy per the attached forms. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Philadelphia Indemnity Insurance Company PI-GLD-VS (05/17) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT SCHOOLS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page # Damage to Premises Rented to You $300,000 2 Extended Property Damage included 2 Non -Owned Watercraft Less than 58 feet 2 Supplementary Payments — Bail Bonds $2,500 2 Supplementary Payment — Loss of Earnings $500 per day 2 Medical Payments $15,000 3 Medical Payments — Extended Reporting Period 3 years 3 Employee Indemnification Defense Coverage for Employee $25,000 3 Additional Insured — Medical Directors and Administrators Included 3 Additional Insured — Managers and Supervisors Included 3 Additional Insured — Broadened Named Insured Included 3 Additional Insured — Funding Source Included 3 Additional Insured — Managers or Lessors of Premises Included 4 Additional Insured — By Contract, Agreement or Permit Included 4 Additional Insured — Broad Form Vendors Included 4 General Aggregate — Per Campus Included 5 Duties in the Event of Occurrence, Claim or Suit Included 6 Other Insurance — Primary Additional Insured Included 6 Other Insurance — You Are An Additional Insured On Another Person's Or Or anization's Policy Included 7 Unintentional Failure to Disclose Hazards Included 8 Liberalization Included 8 Bodily Injury — includes Mental Anguish Included 8 Personal and Advertising Injury — includes Abuse of Process, Discrimination Included 8 Transfer of Rights of Recovery Against Others To Us Clarification 9 Science Laboratory "Occurrence" $50,000 9 Medical Incident Liability — Nurse and Athletic Trainer Included 9 PI-GLD-VS (05/17) Page 1 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company PI-GLD-VS (05/17) A. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. The last paragraph of SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; b. SECTION III - LIMITS OF INSURANCE, Paragraph 6.; c. SECTION V — DEFINITIONS, Paragraph 9.a. 2. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the words "Fire insurance" are changed to "insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: a. $300,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. B. Extended "Property Damage" SECTION I - COVERAGES. COVERAGE A, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted and replaced by the following: a. Expected or Intended Injury "Bodily Injury" or "Property Damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. C. Non -Owned Watercraft SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is amended to read as follows: (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Supplementary Payments Under the SUPPLEMENTARY PAYMENTS - COVERAGE A AND B provision, Items 1.b. and 1.d. PI-GLD-VS (05/17) Page 2 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company PI-GLD-VS (05/17) are amended as follows: 1. The limit for the cost of bail bonds is changed from $250 to $2,500; and 2. The limit for loss of earnings is changed from $250 a day to $500 a day. E. Medical Payments - Limit Increased to $15,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III -LIMITS OF INSURANCE to the greater of: a. $15,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION I — COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, the second part of Paragraph a. is amended to read: provided that: (2) The expenses are incurred and reported to us within three years of the date of the accident; F. Employee Indemnification Defense Coverage Under the SUPPLEMENTARY PAYMENTS - COVERAGES A AND B provision, the following is added: 3. We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of "employees", claims or "suits" brought or persons or organizations making claims or bringing "suits". G. SECTION II - WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part, Paragraph 3.a. is changed to read: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators - Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. b. Managers and Supervisors - If you are an organization other than a partnership or joint venture, your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. c. Broadened Named Insured - Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source - Any person or organization with respect to their liability arising out of: (1) Their financial control of you; or PI-GLD-VS (05/17) Page 3 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company PI-GLD-VS (05/17) (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Managers or Lessors of Premises - Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased to you subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises. (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. f. By Contract, Agreement or Permit - Any person or organization with whom you agreed, because of a written contract or agreement or permit, to provide insurance such as is afforded under this policy, but only with respect to your operations, "your work" or facilities owned or used by you. (1) This provision does not apply: (a) Unless the written contract or agreement has been executed or permit has been issued prior to the "bodily injury," "property damage," "personal and advertising injury": (b) To any person or organization included as an insured under g. Broad Form Vendors below; or (c) To any person or organization included as an insured by an endorsement issued by us and made a part of this Coverage Part. (2) When an engineer, architect or surveyor becomes an insured under this Coverage Part, the following additional exclusion applies: (a) "Bodily injury", "property damage", "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (i) The preparing, approving, or failing to approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; and (ii) Supervisory, inspection, or engineering services. (3) When a lessor of leased equipment becomes an insured under this Coverage Part, the following additional exclusions apply: (a) To any "occurrence" which takes place after the equipment lease expires; or (b) To "bodily injury" or "property damage" arising out of the sole negligence of the lessor. (4) When owners or other interests from whom land has been leased become an insured under this Coverage Part, the following additional exclusions apply: (a) Any "occurrence" which takes place after you cease to lease that land; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of the owners or other interests from whom land has been leased. g. Broad Form Vendors - Any person or organization with whom you agreed, because of a written contract or agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions. (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing or substitution of parts under instructions from the manufacturer, and then repackaged in the original container; PI-GLD-VS (05/17) Page 4 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company PI-GLD-VS (05/17) (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor. (2) This provision does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. (3) This provision does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Coverage Part. (4) This provision does not apply if "bodily injury" or "property damage" included within the "products -completed operations hazard" is excluded either by the provisions of the Coverage Part or by endorsement. H. Per Campus — General Aggregate SECTION III — LIMITS OF INSURANCE is amended to include the following provisions: 1. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under SECTION I — COVERAGE, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, and for all medical expenses caused by accidents under SECTION I — COVERAGE, COVERAGE C MEDICAL PAYMENTS which can be attributed only to operations at a single designated "campus" shown in the Declarations: a. A separate Per Campus General Aggregate Limit is applicable to each single designated "campus" shown in the Declarations and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. b. The Per Campus General Aggregate Limit is the most we will pay for the sum of all damages under COVERAGE A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard," and for medical expenses under COVERAGE C regardless of the number of: (1) Insureds; (2) Claims made or "suits" brought; or (3) Persons or organizations making claims or bringing "suits." c. Any payments made under COVERAGE A for damages or under COVERAGE C for medical expenses shall reduce the Per Campus General Aggregate Limit for that designated "campus." Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Per Campus General Aggregate Limit for any other designated "campus" shown in the Declarations. d. The limits shown in the Declarations for Each Occurrence, Fire Damage and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Per Campus General Aggregate Limit. PI-GLD-VS (05/17) Page 5 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company PI-GLD-VS (05/17) 2. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under SECTION I — COVERAGE, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABIITY, and for all medical expenses caused by accidents under SECTION I — COVERAGE, COVERAGE C MEDICAL PAYMENTS which cannot be attributed only to operations at a single designated "campus" shown in the Declarations: a. Any payments made under COVERAGE A for damages or under COVERAGE C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products -Completed Operations Aggregate Limit, whichever is applicable; and b. Such payments shall not reduce any separate designated "campus" General Aggregate Limit. 3. When coverage for liability arising out of the "products -completed operations hazard" is provided, any payment for damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard" will reduce the Products -Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Per Campus General Aggregate Limit. 4. SECTION V — DEFINITIONS is amended by adding the following: "Campus" is defined as premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 5. The provisions of SECTION III —LIMITS OF INSURANCE not otherwise modified by the above shall continue to apply as stipulated. I. Duties in the Event of Occurrence, Claim or Suit 1. The requirement in Paragraph 2.a. of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we are notified as soon as practicable of an "occurrence" or an offense, applies only when the "occurrence" or offense is known to: a. You, if you are an individual; b. A partner, if you are a partnership; or c. An executive officer or insurance manager, if you are a corporation. 2. The requirement in Paragraph 2.b. of SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we receive notice of a claim or "suit" as soon as practicable will not be considered breached unless the breach occurs after such claim or "suit" is known to: a. You, if you are an individual; b. A partner, if you are a partnership; or c. An executive officer or insurance manager, if you are a corporation. J. Other Insurance — Primary Additional Insured 1. If the written contract or agreement or permit requires this insurance to be primary for any person or organization with whom you agree to include in SECTION II - WHO IS AN INSURED, then SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance is replaced by the following: If other valid and collectible insurance is available for a loss we cover under COVERAGE A of this Coverage Part, our obligations are limited as follows: a. Primary Insurance - This insurance is primary. We will not seek contributions from other PI-GLD-VS (05/17) Page 6 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company PI-GLD-VS (05/17) insurance available to the person or organization with whom you agree to include in SECTION II - WHO IS AN INSURED, except when 2. below applies. b. Excess Insurance -This insurance is excess over any of the other insurance whether primary, excess, contingent or any other basis: (1) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) That is Fire, lightning or explosion insurance for premises rented to you; or temporarily occupied by you with permission of the owner; or (3) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to SECTION I — COVERAGE, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. When this insurance is excess, we will have no duty under Coverages A or B to defend any claim or "suit" that any other insurer has a duty to defend. If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this excess insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method of Sharing - If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any or the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's contribution is based on the ratio of its applicable limits of insurance of all insurers. This provision only applies with respect to your operations, "your work" or facilities owned or used by you. K. Other Insurance — You Are An Additional Insured On Another Person's Or Organization's Policy If you are an insured under SECTION II - WHO IS AN INSURED, then SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. OTHER INSURANCE, Paragraph b. Excess Insurance is replaced by the following: This insurance is excess over any other insurance, whether primary, excess, contingent or on any other basis: 1. That is Fire, Extended Coverage, Builders Risk, Installation Risk or similar coverage for "your work"; 2. That is Fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; PI-GLD-VS (05/17) Page 7 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company PI-GLD-VS (05/17) 3. If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to SECTION I — COVERAGE, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g.; or 4. When any of the Named Insureds, under this Coverage Part, are additional insureds under a commercial general liability policy or similar insurance of another party. When this insurance is excess, we will have no duty under Coverages A or B to defend any claim or "suit" that any other insurer has a duty to defend. If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insureds. When this insurance is excess or other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: 1. The total amount that all such other insurance would pay for the loss in the absence of this insurance; and 2. The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. L. Unintentional Failure To Disclose Hazards It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. M. Liberalization If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. N. Bodily Iniury - Mental Anguish SECTION V — DEFINITIONS, Paragraph 3. is changed to read: "Bodily Injury": a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (item a. above) at any time. O. Personal and Advertising Iniury — Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of "personal and advertising injury" is amended as follows: 1. SECTION V — DEFINITIONS, Paragraph 14. b. is revised to read: b. Malicious prosecution or abuse of process: 2. SECTION V — DEFINITIONS, Paragraph 14. is amended to include the following: PI-GLD-VS (05/17) Page 8 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company PI-GLD-VS (05/17) "Personal Injury" also means discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of the insured; or b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; or c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. P. Transfer of Rights of Recovery Against Others To Us As a clarification, the following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 8. Transfer of Rights of Recovery Against Others To Us: Therefore, the insured can waive the insurer's Rights of Recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. Q. Science Laboratory "Occurrence" SECTION I — COVERAGE, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph f. does not apply to any "bodily injury" or "physical damage" arising out of a fire or "occurrence" in any of your science laboratories while teaching is being conducted in that laboratory, subject to a $50,000 per policy limit. R. Medical Incident Liability -Nurse and Athletic Trainer 1. SECTION II — WHO IS AN INSURED, Subparagraph 2.a. (1) (d) is deleted and replaced by the following: (d) Arising out of his or her providing or failing to provide professional medical services. This paragraph does not apply to a registered or practical nurse or athletic trainer, while acting within the scope of his or her duties for the Named Insured and arising out of a "medical incident". 2. SECTION V — DEFINITIONS, 13. is deleted and replaced by the following: "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions, and "medical incident". 3. The following definition is added to SECTION V — DEFINITIONS: "Medical Incident" means any act or omission in the furnishing or failure to furnish professional medical services by the insured or any person acting under the personal direction, control, or supervision of the insured. Any such act or omission together with all related acts or omissions in the furnishing of such services to any one person shall be considered one "medical incident". "Medical incident" does not include any actual, alleged or threatened emotional, physical, or sexual abuse of any patient or professional medical services recipient. PI-GLD-VS (05/17) Page 9 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. DATE(MM/DD/YYYY) ACCOR" CERTIFICATE OF LIABILITY INSURANCE 03/12/2026 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 CONT-NAME Automatic Data Processing Insurance Agency, Inc. Automatic Data Processing Insurance Agency, Inc. PAH/C'N Ext: 1-800-524-7024 (AJC,No): E-MAIL ADDRESS: 1 Adp Boulevard INSURER(S)AFFORDING COVERAGE NAIC# Roseland NJ 07068 INSURERA: Hartford Casualty Insurance Company 29424 INSURED Brainstorm Studios LLC INSURER B INSURER C 42 Waterworks Way INSURER D: INSURER E: Irvine CA 926183107 INSURER F: COVERAGES CERTIFICATE NUMBER: 4906006 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 EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY❑ PRO- JECT ❑ LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER H- OT EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 A OFFICER/MEMBEREXCLUDED? N/A Y 76WEGAF9J4C 03/26/2026 03/26/2027 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) This certificate has a blanket Waiver of Subrogation for the following state(s):CA APPROVED By Tu Tran Nguyen at 8:18 am,Mar 23,2026 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana,Attn: Parks, Recreation,and Community THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Services Agency ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE M-23 Santa Ana CA 92701 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD kThe Hartford THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 76 WEG AF9J4C Endorsement Number: Effective Date: 03/26/26 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Brainstorm Studios LLC 42 WATERWORKS WAY IRVINE CA 92618 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 02/14/26 Policy Expiration Date: 03/26/27