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HomeMy WebLinkAboutKABOOM! Docusign Envelope ID:6521C537-B68B-4B1B-859F-BD95C803E5D6 INSURANCE ON FILE A-2025-139 WORK MAY PROCEED UNTtL INSAINCE E7(PtWiE,`*,' 0tt4tI A7,o CITY CLERK DATE-EP 0 8 2025 0 f R.GSp L°) vok�w'o bz) KABOOM! COMMUNITY PARTNER AGREEMENT July 28,2025 KABOOM!, Inc. (referred to herein as KABOOM!)is pleased that the City of Santa Ana(referred to herein as the Community Partner)has agreed to collaborate with Kaboom!and the Pacific Life Foundation(referred to herein as Funding Partner)in the construction of a new playspace at Sandpointe Park,3700 South Birch Street,Santa Ana 92707 the'Project'). This Community Partner Agreement(this"Agreement"),which sets forth the Community Partner's obligations in connection with the Project and certain matters on which the parties have agreed,will,when executed by the duly authorized representatives of each party,supersede any prior agreements and represent the complete legally binding agreement between the parties regarding the Project. The Community Partner acknowledges and agrees the primary source of funding for the Project is a contribution from the Funding Partner. In the event that such a contribution is not funded,then this agreement shall immediately terminate upon written notice thereof from KABOOM!, t. Obligations of the Community Partner. The Community Partner shall work with KABOOM!and the Funding Partner as well as community residents to design, plan, and build the Project. By executing this Agreement, the Community Partner is unconditionally agreeing to each of the following obligations, in each case meeting the requirements provided by KABOOML (a) Contribution. In support of the Project, the Community Partner must contribute$8,500 to KABOOMI, which will apply the funds directly to the purchase of the equipment. KABOOM!will invoice the Community Partner for such amount promptly following the execution of this Agreement,which amount must be paid in full at least thirty(30)days prior to the Projecfs Build Week(as defined below). (b) Project Site. (i) Ownership. At the time of execution of this Agreement,the Community Partner shall provide KABOOM! with proof of land ownership evidenced by either a deed granting title to the property to the Community Partner or a letter from the property owner showing approval for the Project. The Community Partner is the owner of the playspace in its entirety,for the lifetime of the product, including the equipment and/or safety surfacing at the time purchased by KABOOMI with the financial resources provided by the Funding Partner. (ii) Permits. Prior to Build Week,the Community Partner shall obtain or cause to be obtained all necessary permits and licenses regarding the installation,possession,and use of the,playspace in compliance with applicable laws and regulations. (iii) Preparation. The Community Partner shall ensure that the Project site is safe for volunteers and children, which responsibility includes: (1) preparing the site for the installation of the Project at least two weeks before Build Week, which may include removing existing equipment, footers, and safety surfacing, grading the land, repairing existing surfacing and removing fencing (2) conducting up to two (2) utility checks as reasonably requested by KABOOM! with the appropriate utility companies,with the first test being completed before Design Day(as defined below)and with all utility check documentation provided upon completion to the KABOOMI Project Manager who shall supervise the planning and installation of the equipment (the `Project Manager"): and (3) conducting up to two (2) soil site tests as reasonably requested by KABOOM!, with the first test being completed before Design Day and with all soil check documentation provided to the Project Manager upon completion.The Community Partner is responsible Docusign Envelope ID:6521C537-Bo8B-461B-859F-8D95C803E5D6 for undertaking any necessary risk mitigation should the soil be deemed unsafe for children and volunteers. (iv) Safeiyand Securl(y.The Community Partner shall ensure the security of equipment,tools,supplies,and well-being of the adults and children from the beginning of the preparation activities until the conclusion of Build Week,including any postponement.The Community Partner shall also ensure that all volunteers sign a waiver and designate a CPR certified staff member or volunteer to serve as the safety leader onsite for the Build Week. (v) Maintenance..Maintenance of the facility and supervision of its use is the sole responsibility of the Community Partner. The Community Partner shall collaborate with KABOOMI during the Project planning process to develop a maintenance program(a copy of which has been provided)for the play equipment and, with the support of the property owner(if owner Is a separate party),shall maintain the equipment and the property before and after the Build Week to ensure a safe and attractive playspace. In furtherance of the foregoing,in the event any equipment Included in the Project no longer is permitted for any reason to be located at its original site of construction or such site is no longer controlled by the Community Partner for any reason,then the Community Partner promptly shall notify KABOOMI following its becoming aware of such situation and shall,at the Community Partner's sole cost and expense,use its best efforts to take such steps as may be necessary to promptly and safely relocate the equipment(including any permanent signage and other fixtures)to an alternate site that serves children or shall use its best efforts to ensure that the successor controlling person of such site shall continue to make such equipment available to children In the same manner contemplated as of the Build Week and maintain(or permit the Community Partner to maintain)such play equipment in accordance with the maintenance program.Guidance and materials for the purpose of developing a maintenance plan for the playground are available,upon request,from the play equipment and safety surfacing manufacturers. (vl) The Community Partner will finance,install,and maintain alternative surfacing in the form of rubber tile or pour in place rubber as playground safety surfacing meeting all safety guidelines as estabilshed by the American Society for Testing and Materials(ASTM F2223 and ASTM-1292)and the Consumer product Safety Commission's Handbook for Playground Safety,for the lifetime of the playground.(1)The rubber surfacing must be installed within two(2)weeks following Build Week.(2)Community Partner will identify the surfacing vendor who must meet current safety standards in partnership with the KABOOMI Build Manager. (3)Community Partner will coordinate delivery and installation of the safety surfacing.(4) Community Partner,with the support of KABOOMI,will provide site preparation and the required sub-surfacing of asphalt or concrete,for the alternative surfacing as deemed appropriate by the surfacing manufacturer using technical guidance from the KABOOM!Build Manager.(5)Community Partner will ensure that representative of the surfacing vendor is coordinating with the KABOOMI Build Manager pre-build and is present during the Build Week. This will help assure that the representative's specifications are being met before and during the pouring of cement. The representative will approve the plumbness of the decks and the height to which cement is being poured in the holes to avoid potential problems after the playground is installed. (vii) Community Partner will secure the playground,prohibiting children from playing on it until the surfacing is in place and is safe to play on. (c) Design Day.The Community Partner agrees to host a KABOOMI facilitated Design Day event with at least twenty (20)adult volunteers and twenty(20)youth. Such adult volunteers shall remain engaged in the planning activities throughout the Project's planning process. (d) Build Wee .The Community Partner shall recruit up to 90 total community volunteers to participate in a 3- day volunteer installation event(to be comprised of 30 volunteers on Day 1, 10 volunteers on Day 2 and 50 volunteers on Day 3)scheduled to occur on a mutually agreed upon date,which is referred to herein as the Sulld Week.The Community Partner shall ensure that all volunteers sign a waiver(a copy of which has been provided). During the Build Week,the Community Partner shall provide food,water,tools,dumpsters, music,hand washing and/or hand sanitizing facilities,and restroam facilities for all volunteers on each day. Docusign Envelope ID:65210537-BO88-4131 13-859F-8095C803E51D6 (e) Promotion; Intellectual Ptoperty. The Community Partner shall seek prior approval from KABOOMI and/or the Funding Partner for any materials that reference the Project or contain the name, trademarks, service marks,logos and other intellectual property(collectively,and togetherwith all goodwill attached or which shall become attached to any of them, the"Marks") of KABOOM! and/or the Funding Partner, including press releases,tilers,and promotional materials. The Community Partner acknowledges and agrees that each of KABOOMI and the Funding Partner is the sole owner of all rights, title, and interest in and to its respective Marks. The parties acknowledge that KABOOMI and the Funding Partner may take all steps to protect their Marks as they deem appropriate. Any use of the Marks will inure to the sole benefit of KABOOMI or the Funding Partner(as applicable). The Community Partner shall not use the Marks in any manner that would harm the reputation of KABOOMI or the Funding Partner or disparage or negatively reflect upon the Marks. Upon expiration of or termination of this Agreement for any reason, the Community Partner shall cease all use of the Marks. The Community Partner shall collaborate with KABOOM!and the Funding Partner to secure media coverage for the Project. (f) SiSignage. The Community Partner shall allow the names and logos of KABOOM!and the Funding Partner to be displayed on permanent signage(a copy of which has been provided)and shall be no greater than 19'/2 inches wide by 30 '/ inches tall and mounted on poles in a mutually agreed location. If applicable, the Community Partner shall allow individual instructional signs to accompany the equipment. (g) Costs. The Community Partner is solely responsible for and shall hold KABOOMI and the Funding Partner harmless from any costs incurred by the Community Partner for any prior site preparation, upgrades, or improvements,or any equipment or materials purchased to supplement those secured by KABOOMI. (h) War rants. The equipment and the safety surfacing related to the Project may be covered under warranty by the applicable manufacturers(a copy of which has been provided). The Community Partner acknowledges that any warranties and/or guarantees on any equipment or material are subject to the respective manufacturer's terms thereof,and the Community Partner agrees to look solely to such manufacturers for any such warranty and/or guarantee. Neither KABOOMI nor the Funding Partner nor any of their respective affiliates, directors, officers, managers, partners, members, shareholders, employees, agents or representatives, have made nor are in any manner responsible or liable for any representation,warranty,or guarantee, express or Implied, in fact or in law, relative to any equipment or material, including its quality, mechanical condition or fitness for a particular purpose. (1) I surance. The Community Partner is self-insured and is responsible for providing coverage for its own employees and against liability for bodily injury,death and property damage that may arise out of or be based on the use of the playground at"Community Partner location",from 7(seven)calendar days before the Build Day and for a minimum of one year afterward, in each case, in amounts not less than one million dollars ($1,000,000). This self-insurance shall be primary and non-contributing with any other insurance covering KABOOM!and its funding partners. 0) indemnification. The Community Partner shall indemnify and hold harmless KABOOMI,the Funding Partner and their respective affiliates, directors, officers, managers, partners, members, shareholders, employees, agents,and representatives from any and all losses,liabilities,claims,actions,fees,and expenses(including interest and penalties due and payable with respect thereto and reasonable attorneys'and accountants'fees and any other reasonable out-of-pocket expenses Incurred in investigating, preparing,defending, or settling any action), including any of the foregoing arising under, out of or in connection with any breach of this Agreement, resulting from any actions taken by the Community Partner associated with this Project or resulting from the use of any play property and equipment, including those for personal injury, death, or property damage, except to the extent resulting from the gross negligence or willful misconduct of such indemnified person. This provision shall survive any termination or expiration of this Agreement. (k) Date and Reporting.The Community Partner shall distribute and complete play-related surveys,provided by KABOOMI, to its stakeholders, including parents/caregivers,volunteers, and staff(1)promptly following the execution of this agreement (ii) 2 weeks following the completion of the Project (iii) 12 months after the Docusign Envelope ID:6524C537-Bo8B-4B1B-859F-8D95C803E5D6 completion of the Project. Additionally, the Community Partner shall use its reasonable efforts to provide KABOOM!with any other Information related to the Project that KABOOM!may request. (1) Code of ConduI. The Community Partner agrees to comply with the build site rules(a copy of which has been provided). The Community Partner shall allow the build site rules to be displayed on site and communicate and enforce the build site rules for all participants in the Projecrs Design Day and Build Week events. 2. Obligdtlons of KABOOMI (a) Project. KABOOMI shall provide technical and organizational leadership and guidance for the Project and shall: (1) Coordinate Funding Partner participation,facilitate design,including regular planning meetings,and work with vendors to procure equipment and materials In a timely manner, except to the extent that safety surfacing other than engineered wood fiber is used,which shall be procured by the Community Partner. (II) On the behalf of and In collaboration with the Community Partner,KABOOMI shall manage construction logistics for the Project, coordinate site preparation activities with the Community Partner, inventory equipment and materials,and assure that the necessary small hand tools and materials and other general supplies are available on the Build Week; Lead the Build Week activities, Including the coordination of Build Week volunteers. (ill) Make available certain educational and promotional materials related to the Project. (b) Inspection. KABOOM!,in collaboration with the Community Partner,will secure an Installation Supervisor to review the structure at the conclusion of the Build Week to ensure that the structure Is safe and built to all appropriate standards and guidelines,unless the installation is not completed during the Build Week due to failure of the Community Partner, in which case the Community Partner shall secure the Installation Supervisor. (c) omo.tio a. KABOOMI will provide proposed promotional materials relating to the Project for the Community Partner's review and approval,which approval shall not be unreasonably withheld or delayed. (d) Vllebs____te List€nq. KABOOMI will place the playspace on its list of KABOOMI builds on the KABOOMI website, and KABOOMI will send Information to the Community Partner on maintenance programming and enhancements. (e) Insurance. KABOOMI will at all times maintain requisite insurance,as set forth in Exhibit A,attached hereto and incorporated herein. 3. Build lNeek Postponement, (a) Public Health Comialima KABOOMI will adhere to public health and safety guidelines as required. If health conditions do not allow project completion within close to the originally scheduled date, project will be rescheduled on a mutually agreed upon date or converted to a professional installation with no volunteers participating in building the playspace. (b) Weather or other conditions unrelated to Public Health, Build Week shall not be postponed except when weather or other conditions jeopardize the safety of the volunteers or threaten the structural integrity of the playspace. The decision to postpone the Build Week will be made by majority agreement of the representatives of KABOOMI,the Community Partner,and the Funding Partner,except where such decision must be made by KABOOMI on the construction site and representatives of the Community Partner and the ' Funding Partner are not available for consultation. In the event that the Build Week is postponed,KABOOMI, the Community Partner,and the Funding Partner shall develop a plan for rescheduling the Build Week at the next earliest date possible for each party.The Funding partner shall be responsible for all additional expenses related to the rescheduled Build Week,Including,without limitation,equipment, labor and materials,storage Docusign Envelope ID:6521C537-130864B1B-859F-8D95C803E5D6 and travel costs and expenses;provided,however,that the Funding Partner shall be notified of the estimated amount of such additional expenses in connection with rescheduling of the Build Week. Notwithstanding the foregoing,in the event that the date of the Build Week is cancelled or changed as a result of the Community Partner's failure to satisfy its obligations in connection with the Project,then the Community Partner shall be liable to KABOOMI and the Funding Partner for all such additional expenses related to the rescheduled Build Week. 4. Fupd€ng Partner Relations. KABOOM!has a separate contract with the Funding Partner pursuant to which the Funding Partner has agreed to provide financial and human resources for the Project. In recognition of the Funding Partner's contribution of such resources, the Funding Partner shall receive first placement on any recognition materials developed for the Project, including signage, banners,T-shirts, press releases,website and newsletter stories,and flyers,and the Community Partner shall not solicit sponsors or donors in relation to the Project whose products or services directly compete with the products or services of the Funding Partner as identified to the Community Partner by KABOOM! and/or the Funding Partner. In the event the Community Partner solicits other sponsors or donors,then the Community Partner shall not permit such sponsors or donors to compete with the Funding Partner for signage and sponsorship recognition. 5. Termination. In the event that the Community Partner fails to make the payments required under Section 1(a)or otherwise breaches this Agreement, KABOOMI may terminate this Agreement upon written notice to the Community Partner of such termination. Furthermore,if either party is delayed or prevented from fulfilling any of its obligations hereunder by any cause beyond its reasonable control,including acts of God,acts or omissions of civil or military authorities,fire,strike,flood,riot,act of terrorism,war,transportation delay,or inability due to such causes to obtain required labor, materials or facilities, such party shall not be liable hereunder for such delay or failure and either party may terminate this Agreement if the other Is unable to perform any obligation hereunder for a period.longer than ten (10)calendar days due to such force majeure event, in which case KABOOMI shall refund to the Community Partner any amounts paid to KABOOMI, less expenses already committed andlor incurred prior to the date of such termination. If,upon termination as provided herein,the sum due KABOOMI by the Community Partner exceeds the sum paid to KABOOMI hereunder, the Community Partner shall pay KABOOMI for any such additional sum due upon presentation of appropriate documentation within thirty(30)days of invoice. Except asset forth above,upon any termination,this Agreement shall become void and have no effect, and no party shall have any liability to the other party,except that nothing herein will relieve any party from liability for any Intentional breach of this Agreement prior to such termination. 6. General Provisfons. The Community Partner represents to KABOOM! that all information provided by it to KABOOMI, including in the application, is true, correct and complete in all respects and does not omit any Information relevant to the Project. Each party has all requisite power and authority, including any necessary approval by its governing body,to execute and deliver this Agreement,and to perform its obligations hereunder. This Agreement may not be assigned or transferred by either party without the prior written consent of the other party hereto.This Agreement shall inure to the benefit of and be binding upon the parties hereto,their respective successors and permitted assigns, and where expressly stated, their affiliates and representatives. This Agreement shall be governed by and construed under the laws of the State of New York,without regard to conflicts of laws principles to the extent that the application of the laws of another jurisdiction would be required thereby. This Agreement may be altered, modified,or amended only by a written document signed by both parties. This Agreement may be executed in two or more counterparts,each of which shall be an original and all of which,when taken together, shall constitute the same agreement and may be delivered by facsimile or electronic mail transmission with the same force and effect as if originally executed copies hereof were delivered. Any notices required or permitted to be given hereunder shall be sent by certified or registered United States mail, postage prepaid,by personal delivery addressed to the applicable party or by facsimile or electronic mail transmission(the receipt of which is confirmed)at the address set forth under such party's signature below. The Funding Partner shall be an intended third party beneficiary of Sections 1(b),(e),(0,(g),(h),(€),and 6)and Sections 2(b),3,4 and 6 of this Agreement and is entitled to enforce its rights under such sections as if it were a party to this Agreement. Docusign Envelope ID:6521C537-B08B-4B1B-859F-8D95C803E5D6 By executing this Community Partner Agreement where indicated below, each of KABOOM! and the Community Partner agrees,as of the date identified above,to be legally bound by all of the terms and provisions set forth above. City of 5a �A KA y by: Date: q 0125— Date: Name:Alvaro Nunez Title: City Manager Name: Gerry Megas Title: Chief Financial Officer Attest: _0.,. Address: By: _. . 7200 Wisconsin Avenue,Suite 400 Dat �•;, <, Bethesda,MD 20814 me:Jennifer al T:(202)464-6180 TI F: (202)659-0210 e-mail:gmegas@kaboom.oro Approved to Form: By: - ate:7/25/2025 Name:Jonathan T. Martinez Title:Assistant City Attorney Recommended for roval Bet z -�.-- ,�L t5- Name:Hawk Scott Title:Director of Parks,Recreation and Community Services Contact information from the Community Partner who should receive KABOOMI invoices: Name: Hawk Scott Title: Director of Parks, Recreation and Community Services Mailing Address:20 Civic Center Plaza,M-23,Santa Ana,CA 92701 Email Address:Hscott@santa-ana.org Phone Number:714-674-4204 Docusign Envelope ID;65210537-B48B-461 B-859F-8D95C803E5D6 Exhibit A -- Insurance Requirements Docusign Envelope ID:6521C537-B08B-4B1B-859F-8D95C803E5D6 KABOOM I shall procure and maintain for the duration of the agreement, the following insurance coverages: MINIMUM SCOPE AND LIMIT OF INSURANCE KABOOM!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. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2, CGL, AL, and WC policies: Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, for losses paid under the terms of any policy which arise from work performed by KABOOM! for City. 3. All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Kaboom'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. This excludes worker's compensation 4. 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. 5. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: (flame of Department Staff Responsible for Agreement), Address of Department Responsible for Agreement, M-XX, Santa Ana, CA 92701. The name and location of event should be included in the Description of Operations section of each certificate. Docusign Envelope ID:6521C537-BO8134B1B-859F-8D95C803E506 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 KABOOMIl 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 Kaboom'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. Claims Made Policies If any of the required policies provide coverage on a claims-made basis: 1. The retroactive date must be shown and must be before the date of the contract or the beginning of work. 2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work. 3. 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, KABOOMII must purchase"extended reporting" coverage for a minimum of three (3)years after completion of work. Subcontractors KABOOM!l shall require and verify that it's primary equipment manufacturer (sub- contractors) maintain insurance meeting all the requirements stated herein, and KABOOMI! shall ensure that City is an additional insured on insurance required from sub-contractors. A"Rv CERTIFICATE OF LIABILITY INSURANCE DAT8�2Z�2o2'�"Y) THIS CERTIFICATE 1S ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Kimb®rl Leonardo The Baldwin Group Mid-Atlantic LLC PHONE Pax 20 South King Street N •703-777-2341 Arc No):703-771-1852 Leesburg VA 20175 E-MAIL kim.leonardo@baidwin.com INSURERS)AFFORDING COVERAGE NAIC# License#:CA#0658748 INSURER A:Twin City Fire Insurance Coma 29459 INSURED KABOGMD-01 INSURERB:Trumbull Insurance Company 27120 KABOOM!, Inc. INSURER c:Hartford!Pool 9i4 7200 Wisconsin Avenue Suite 400 Bethesda MD 20814 INSURER D:Evanston Insurance Company 35378 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:2108014856 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 OFF POLICY EXP LTR POLICYNUMBER MMIDDIYYYY MMIDDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 42UUNAY6W07 11112025 11112026 EACH OCCURRENCE 31,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $300,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY S1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY❑PRO ❑ LOC JECT PRODUCTS-COMPIOPAGG $0 OTHER: $ B AUTOMOBILE LIABILITY Y Y 42UENAE6588 111/2025 11112026 COMUINED SINGLE LIMIT S 1,000,000 Ea accident _ IxANY AUTO BOOILY INJURY(Per person) S OWNED SCHEDULED BODILY INJURY(Per accident) S AUTOS ONLY AUTOS HIRED IX NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLA LIAR OCCUR EACH OCCURRENCE S EXCESS LIAB CLAIMS-MADE AGGREGATE S DED RETENTION$ S C WORKERS COMPENSATION Y 42WEEL9110 111/2025 111/2026 X I STATUTE 01RH AND EMPLOYERS'LIABILITY Y I N ANYPROPRIETOPJPARTNERIEXECUTIVE E.L.EACH ACCIDENT s 1,000,000 OFFICERIMEMBEREXCLUDED? El EXCLUDED? - (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,0001000 If yes,describe under DESCRIPTION OF OPERATIONS below _ E.L.DISEASE-POLICY LIMIT 5 1,G00,000 D Products Liability MKLV2PBC002331 1/1/2025 111/2026 Each Oec-51.000,000 2,G00,000 AGG Deductible 5,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Santa Ana,it's City Council,it's officers,officials,employees,agents,are included as an Additional Insured with respects to General Liability and Auto Liability if required by written contract and subject to terms,conditions,and exclusions of the policy. A Waiver of Subrogation applies to General Liability, Auto Liability and Workers Compensation if required by written contract,and subject to terms,conditions,and exclusions of the policy. Tu Tra n Digitally signed by Tu Tran Nguyen #a2025.0902Nguyen APPROVED 4:55: By To Tran Nguyen at 2.54 pm,Sep 02, 2025 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Parks, Recreation and Community Services, M-23 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE 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 THE HARTFORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured"than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED Paragraph .1. -WHO IS AN INSURED-of Section 11 -Liability Coverage is amended to add the following: d. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or"property damage" that results from an "accident" that occurred before you formed or acquired the organization. e. Employees as Insureds (1). Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. f. Lessors as Insureds (1). The lessor of a covered "auto"while the"auto" is leased to you under a written agreement if: (a) The agreement requires you to provide direct primary insurance for the lessor and (b) The"auto" is leased without a driver. Such a leased "auto"will be considered a covered "auto"you own and not a covered "auto"you hire. g. Additional Insured if Required by Contract (1) When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or"property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." The insurance afforded to any such additional insured applies only if the "bodily injury" or"property damage" occurs: (a) During the policy period, and (b) Subsequent to the execution of such written contract, and Form HA 99 16 12 21 Page 1 of 5 (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) (c) Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2) How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or (b) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. (3) Additional Insureds Other Insurance If we cover a claim or"suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed'in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. (4) Duties in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM , SUIT OR LOSS — OF SECTION IV—BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. 2. Primary and Non-Contributory if Required by Contract Only with respect to insurance provided to an additional insured in A.1.g. -Additional Insured If Required by Contract, the following provisions apply: (1) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Other Insurance 5.d. (2) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (1) and (2) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that"suit". 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 that other insurance. We will share the remaining loss, if any, by the method described in SECTION IV- Business Auto Conditions, B. General Conditions, Other Insurance 5.d. 3. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The SECTION IV- Business Auto Conditions, B. General Conditions, 5. OTHER INSURANCE Condition is amended by adding the following: e. If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 4. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE -of SECTION II - LIABILITY COVERAGE does not apply if you have workers compensation insurance in-force covering all of your"employees". Coverage is excess over any other collectible insurance. Page 2 of 5 Form HA 99 16 12 21 5. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to"autos"you hire or borrow, subject to the following limit. The most we will pay for"loss"to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the"loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions,we will provide coverage equal to the broadest coverage applicable to any covered "auto"you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of$1000 per"accident". This extension of coverage does not apply to any "auto"you hire or borrow from any of your"employees", partners (if you are a partnership), members(if you are a limited liability company), or members of their households. 6. PHYSICAL DAMAGE-ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a, of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of$50 per day and a maximum limit of$1,000. 7. LOAN/LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss"to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance"of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 8. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS -of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 9. ELECTRONIC EQUIPMENT-BROADENED COVERAGE a. The exceptions to Paragraphs B.4 - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's"electrical system that, at the time of"loss", is: (1) Permanently installed in or upon the covered"auto' (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b. Section III, Physical Damage Coverage, Limit of Insurance, Paragraph C.2. is amended to add the following: $1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of"loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the"auto"manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3)An integral part of such equipment. Form HA 99 1612 21 Page 3 of 6 c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or$250, whichever deductible is less. 10. EXTRA EXPENSE - BROADENED COVERAGE Under Paragraph A. -COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto"to you. 11. GLASS REPAIR-WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE-of SECTION III -PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 12. TWO OR MORE DEDUCTIBLES Under Paragraph D. -DEDUCTIBLE-of SECTION III -PHYSICAL DAMAGE COVERAGE, the following is added: If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same"accident", the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller(or smallest) deductible, it will be waived; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller(or smallest)deductible. 13. AMENDED DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 14. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 15. HIRED AUTO -COVERAGE TERRITORY SECTION IV, BUSINESS AUTO CONDITIONS, PARAGRAPH B. GENERAL CONDITIONS, 7. - POLICY PERIOD, COVERAGE TERRITORY- is added to include the following: (6) For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the"insured's" responsibility to pay damages for"bodily injury" or"property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 16. WAIVER OF SUBROGATION Paragraph 5. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS A. Loss Conditions is amended by adding the following: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 17. RESULTANT MENTAL ANGUISH COVERAGE The definition of"bodily injury" in SECTION V-DEFINITIONS, C. is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 18. EXTENDED CANCELLATION CONDITION Paragraph 2.of the COMMON POLICY CONDITIONS -CANCELLATION -applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 19. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non-hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a. If the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non-hybrid" auto's actual cash value or replacement cost, whichever is less, Page 4 of 5 Form HA 99 16 12 21 b. The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of"loss," c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one"loss" is $10,000. For the purposes of the coverage provision, a. A"non-hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b. A"hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 20. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form,then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one 'loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. Form HA 99 1612 21 Page 5 of 5 (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the"suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I - Coverage A - Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for"bodily injury" and "property damage"and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: a. We have used up the applicable limit of insurance in the payment of judgments or settlements; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II -WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business.Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your"executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these"employees"or"volunteer workers"are insureds for: (1) "Bodily injury"or"personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs(1)(a) or(1)(b)above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services: (a) Subparagraphs (1)(a), (1)(b) and (1)(c) above do not apply to any "employee" or "volunteer worker" providing first aid services; and (b) Subparagraph (1)(d) above does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage"to property: (a) Owned, occupied or used by, Form FIG 00 01 09 16 Page 11 of 22 (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member(if you are a limited liability company), b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50%of the voting stock on the effective date of the Coverage Part. The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which such insured is also a named insured under another policy or would be a named insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period,whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and. c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. 'Bodily injury"to a co-"employee"of the person operating the watercraft; or b. "Property damage"to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Additional Insureds When Required By Written Contract,Written Agreement Or Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a. Vendors Any person(s) or organization(s) (referred to below as vendor), 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 Page 12 of 22 Form HG 00 01 0916 and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded the vendor is subject to the following additional exclusions: This insurance 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, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (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 the 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; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Sub-paragraphs (d) or(f); or (ii) 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. (2) This insurance 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. b. Lessors Of Equipment (1) Any person(s) or organization(s) from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s)or organization(s). (2) With respect to the insurance afforded to these additional insureds this insurance does not apply to any "occurrence"which takes place after the equipment lease expires. c. Lessors Of Land Or Premises Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply: This insurance does not apply to: 1. Any"occurrence"which takes place after you cease to lease that land; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors Any architect, engineer, or surveyor, 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 connection with your premises; or (2) In the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or"personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or Form HG 00 01 09 16 Page 13 of 22 2. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. e. Permits Issued By State Or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (1) 'Bodily injury", "property damage" or"personal and advertising injury" arising out of operations performed for the state or municipality; or (2) 'Bodily injury"or"property damage" included within the"products-completed operations hazard". f. Any Other Party Any other person or organization who is not an additional insured under Paragraphs a. through e. above, 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; (2) In connection with your premises owned by or rented to you; or (3) In connection with"your work"and included within the"products-completed operations hazard", but only if (a) The written contract or agreement requires you to provide such coverage to such additional insured; and (b) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage"or"personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the 'occurrence"which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. The limits of insurance that apply to additional insureds is described in Section III Limits Of Insurance. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV-Commercial General Liability Conditions, No person or organization is an insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III- LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or"suits"brought; or c. Persons or organizations making claims or bringing "suits". 2. General Aggregate Limit The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; Page 14 of 22 Form HG 00 0109 16 c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or"suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V-DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; or b. Any other publication that is given widespread public distribution. However, "advertisement"does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or h Page 18 of 22 Form HG 00 0109 16 AA4 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number. 42 WE EL9110 Endorsement Number: Effective Date: 01/01/25 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: KABOOMI INC 7200 WISCONSIN AVE STE 400 BETHESDA MD 20814 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 i Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 12/30/24 Policy Expiration Date: 01/01/26