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HomeMy WebLinkAbout25-004 Balance Studios, Inc for Tour Augmented Reality Application TroubleshootingCITY OF SERVICES AGREEMENT ($5,000 OR LESS) CUPERTINO 1. Parties. This Agreement ("Agreement") is made by and between the City of Cupertino, a municipal corporation ("City") and Balance Studios, Inc. ("Contractor"), a Corporation, and is effective on the last date signed below ("Effective Date"). 2. Services. Contractor agrees to provide the programs, classes or activities ("Services") set forth in detail in the Scope of Services, attached and incorporated here as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 3. Time of Performance. This Agreement begins on the Effective Date and ends on June 01, 2025 ("Contract Time"), unless terminated earlier as provided herein. Contractor must deliver the Services in accordance with the Schedule of Performance included or attached to Exhibit A. Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. The City's designated supervisor for this Agreement may extend the Contract Time by up to six (6) months through a written amendment to this Agreement, provided such extension does not include additional contract funds. 4. Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based upon actual costs but that will be capped so as not to exceed $5,000.00 ("Contract Price"), based upon the Scope of Services and the budget and rates included in Exhibit A. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. Upon Cityapproval of written invoices, Contractor will be paid as follows: (check one; cross out others): ® A lump sum amount of $5,000.00 which shall not exceed the Contract Price. ❑ At the rate of $ per hour for- a tot -al not to exceed the Conger Vie. 0 Based on the payment sehedule ineluded of attaehed to Exhibit A,�vhieh shall not exeeed the GepAfaet Price. 5. Independent Contractor. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, workers compensation or other benefits from the City. Contractor must have the skills and qualifications to perform the Services in a competent and professional manner, and must be licensed, registered, and/or certified and have a City Business License. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 6. Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its Tour Augmented Reality Application Troubleshooting 1 of 5 Services Agreement ($5,000) / April 2024 employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor's business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City, and actual attorney's fees incurred by City in connection with the above. 7. Assignment. This Agreement is not assignable. Contractor may not substitute another or transfer any rights or obligations under this Agreement without prior written approval of City. Only those persons whose names are included in Exhibit A may perform the Services. 8. Indemnification. To the fullest extent allowed by law and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs and expenses (including attorney fees, legal costs and expenses related to litigation and dispute resolution proceedings), of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub -subcontractors; Contractor must pay any costs City may incur in enforcing this provision and must accept a tender of defense upon receiving notice from City. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement. 9. Insurance. Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit B, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. Tour Augmented Reality Application Troubleshooting 2of5 Services Agreement ($5,000) / April 2024 10. Compliance with Laws. Contractor shall comply with all laws and regulations applicable to this Agreement, included without limitation the following laws: Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works" component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. ❑ Sole Proprietor. If Contractor is a sole proprietorship/individual, it must sign the Affidavit of No Employees included in this Agreement_ Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired -Immune Deficiency Syndrome (AIDS) or any other protected classification. Contractor shall comply with all anti -discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or Contractor's employees or sub -contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 11. Abandonment. City may abandon or postpone the Project at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment. 12. Termination. City may terminate this Agreement for cause or without cause at any time. City reserves the right to terminate the Agreement and the remainder of the Services offered by Consultant without notice based upon Contractor's cancellation of a Service (i.e., program, class or activity) without giving advance notice or obtaining written approval from City. 13. Governing Law. This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 14. Entire Agreement. This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement or understanding, either oral or Tour Augmented Reality Application Troubleshooting 3 of 5 Services Agreement ($5,000) / April 2024 written, between the Parties. Any changes to this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. Each provision and clause required by law for this Agreement is deemed to be inserted and will be inferred herein. 15. Services Coordinator. The Parties designate the following persons as Services Coordinators for this Agreement. Contractor's designation and any substitution are subject to City approval. For City: For Contractor: Teri Gerhardt Heidi A. Klessig Chief Technology Officer Vice President of Client Relations terig@Cupertino.org Heidi@BalanceStudios.com 16. Contract interpretation. There are no intended third parry beneficiaries of this Agreement. Neither acceptance of the Services nor payment therefor shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. The headings in this Agreement are for convenience only. The Indemnification and Governing Law sections expressly survive this Agreement. 17. Severabilily. If a term or provision of the Agreement or its application to a particular situation is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 18. Notices. All notices, demands, requests, and approvals must be sent to the persons below in writing, and will be considered effective on the date of personal delivery, upon confirmation of delivery by a reputable overnight delivery service, on the fifth calendar day after deposit thereof in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino: Office of the City Manager 10300 Torre Ave. Cupertino CA 95014 Attention: Teri Gerhardt Email: terigACupertino, To Contractor: Balance Studios, Inc. 2200 Dickinson Rd., Bldg. De Pere, WI 54115 Attention: Heidi A. Klessig Email: Heidia BalanceStudios.com 19. Execution. Contractor's signatory warrants that he or she is authorized to execute the Agreement and to legally bind Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. SIGNATURES CONTINUE ON THE FOLLOWING PAGE Tour Augmented Reality Application Troubleshooting 4 of 5 Services Agreement ($5,000) / April 2024 IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed as of the Effective Date written above. CITY OF CUPERTINO BALANCE STUDIOS, INC A Municipal Corporation By: � By: j Name: Teri Gerhardt Name: Tina J Lutz Title: CTO Date: Jan 8, 2025 APPROVED AS TO FORM: By: ?r�:l� crJaa MICHAEL WOO Acting City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date: Jan 8, 2025 Title: Vice President Date: Jan 8, 2025 Tour Augmented Reality Application Troubleshooting 5 of 5 Services Agreement ($5,000) / April 2024 EXHIBIT The City of Cupertino Tour Augmented Reality Application Troubleshooting Scope of Work Revised: November 14, 2024 Original Submission: iovember 8, 2024 CITY • CUPERTINT Adam Araza Business Systems Analyst — GIS City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 408-777-3210 AdamA@Cupertino.org BALANCE DIGITAL MEDIA STUDIOS Heidi A. Klessig Vice President of Client Relations Balance Studios, Inc. 2200 Dickinson Road - Building 1 De Pere, WI 54115 920-433-9770 Heidi@BalanceStudios.com Balance Digital Media Studios is a tradename of Balance Studios, Inc BALANCE DIGITAL MEDIA STUDIOS Project Synopsis: The City of Cupertino (Cupertino) is looking to for support for their Tour Augmented Reality Application to update their iOS application functionality. The current iOS application does not exhibit the correct location behavior, which is demonstrated in the Android application. When opening the application, the Android application showcase all of the tour locations, whereas the iOS version only displays the first location and then after that location is visited, the rest appear. Cupertino is commissioning Balance Studios, Inc. (Balance) to update the Application and provide the files back to Cupertino for submission. In addition, provide documentation on findings, clarification if any assets need to be purchased by Cupertino, if the issue can be resolved without updating the Unity version and if there are errors with publishing due to account changes between Balance and Cupertino. Responsibilities: Balance is Responsible for: • Further clarification sessions with Cupertino to clearly define the project development details. • Project coordination, project organization and management, and asset management to ensure all elements are collected and allocated, timelines are maintained, and approvals are made. • Technical specifications • Production schedule • Application o Application programming o Application testing • Files provided to Cupertino for final submission to iTunes and Google Play Cupertino is Responsible for: • For the timely delivery and approvals of project elements as defined in the production schedule. • Being available for meetings, as needed. • Application testing • Agrees to the number of reviews/revisions and understands there will be additional fees for additional change request. • Aiding in the application testing phases. Balance Digital Media Studios is a tradename of Balance Studios, Inc BALANCE DIGITAL MEDIA STUDIOS Approvals: Approvals by phases are an integral step in order to maintain budgets and timeline. After these approvals have been made by Cupertino, any changes thereafter will call for a change order with a re-examination of the time, resources, and associated costs necessary to accommodate the requested change. *Note: Due to the process of AR App development, reviews and approval will be ongoing with Balance providing as much notice as possible prior to each needed review. Final testing (1 round of revisions) Files submitted to Cupertino for submission Assumptions: *The estimated time and resources are based on the following assumptions & criteria: Global Project Development Assumption: • A production schedule with key milestones and delivery dates will be created post kick-off meeting. If timelines or deadlines are missed, the delivery date cannot be guaranteed and the project cost may be re-evaluated • Main Contact for Cupertino for communication, coordination, review comments and final approvals. Cupertino: Adam Araza • Due to the nature of application development and the speed of technologies evolution, Balance Studios is not responsible for bugs, incompatibilities, or changes in functionality due to unforeseen future upgrades to OSs, plug -ins, third parry application integrations or other new technologies after the launch date. If these occurrences arise, a new project scope defining costs and timelines will be submitted. • Due to the process of App development, reviews and approval will be ongoing with Balance providing as much notice as possible. Technical Specifications: • The AR experience assets will be `baked' into the App. • Wi-Fi is needed for initial download of the final App if size is over 100mb. • App deployed to iTunes and Google Play Stores using the Cupertino developer account. • Important Note Regarding iTunes and Google Play App Stores: o Once the App has been approved by Cupertino and Balance has deployed the app to iTunes and Google Play App stores, the review and approval time lies with the App Store review team. o Balance is not liable for delays or missed event dates due to the App Store review turnaround time. o If the App store rejects the app, Balance will: Balance Digital Media Studios is a tradename of Balance Studios, Inc 3 BALANCE DIGITAL MEDIA STUDIOS ■ Work with Cupertino to correct the reason for rejection as quickly as possible. • If additional costs are deemed necessary to correct the rejection — Balance and Cupertino will discuss with a Change Order submission as an end result. Production Schedule: Balance Studios is able to begin the project development as soon as the development is approved. At that time, a specific production schedule will be implemented. Project Budget: General Development Needs & Administration: • Internal and Client Meetings • Project Management, Coordination & Clarification Application Design & Development: • All Integrated Programming • Alpha & Beta Testing • Instruction Manual & Training • Compiling and delivering all project code and assets Application Development: Not to exceed $5,000.00 Balance Digital Media Studios is a tradename of Balance Studios, Inc 4 BALANCE DIGITAL MEDIA STUDIOS Standard Payment Schedule & Terms: Standard Payment Terms: • Payment Terms: Net-30 for invoices submitted • Invoices are submitted via email from AccountsPayable(a�_BalanceStudios.com • Payments are accepted by check to 2200 Dickinson Road, Bldg 1, De Pere, WI 54115 Invoice 1 — Up to $5,000.00, due on app code deliver to Cupertino WE WOULD LOVE THE OPPORTUNITY TO WORK WITH YOU! Signature of Commitment *By signing below, the City of Cupertino is providing approval for the preliminary services and estimate as specified in this proposal, the selection of Balance Studios, Inc. as its Tour Augmented Reality Application Troubleshooting partner, and are ready to move into the project execution phases. This proposal is good for 30 days. Please call Heidi Klessig at 920-433-9770 if there are any questions, needed revisions or modifications. Balance Studios: City of Cupertino: B: �B: Y Its: Vice President Its: Date: November 14, 2024 Date: Balance Digital Media Studios is a tradename of Balance Studios, Inc 5 EXHIBIT B Insurance Requirements Services Agreement ($5,000 or less) Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance and results of the Services hereunder by the Contractor, his agents, representatives, employees, or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability ("CGL"): Insurance Services Office ("ISO") Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, contractual liability, property damage, bodily injury, and personal and advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project (ISO CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement under this agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (1) the minimum coverage/limits specified in this agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Contractor's policy shall be "primary and non- contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO CG 20 0104 13 c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or, if Contractor has no owned autos, then hired autos (Code 8) and non -owned autos (Code 9), with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: As required by the State of California, with Statutory Limits, and Employer's Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. (Not required if Contractor provides written verification it has no employees). 4. Professional Liability. Insurance which includes coverage for professional acts, errors and omissions, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate (ifapplicable). Claims Made Policies (applicable only to professional liability) 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 Effective Date of the Contract. 2. Insurance must be maintained for at least five (5) years after completion of the Services. 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, the Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and higher insurance limits maintained by Contractor. Insurance Requirements for Services Agreement ($5, 000 or less) Version: August 2024 OTHER INSURANCE PROVISIONS The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are to be covered as additional insureds on the CGL and automobile liability policies with respect to liability arising out of the Services performed by or on behalf of Contractor including materials, parts, or equipment furnished. Endorsement of CGL coverage shall be at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used. Primary Coverage For any claims related to this Contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Contractor's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment ofpremiums. Waiver of Subrogation Contractor grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self -Insured Retentions City may approve self -insured retentions and require proof of Contractor's ability to pay losses and related investigations, claim administration and defense expenses within the retention. The policy shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. Acceptability of Insurers Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. Verification of Coverage Contractor shall furnish the City with acceptable original certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City prior to commencing the Services. City retains the right to demand verification of compliance at any time duringthe Contract. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. Insurance coverage shall not limit Contractor's duties to indemnify, defend and hold City harmless. City reserves the right to modify these requirements based on the nature of the risk, prior experience, insurer, coverage or other special circumstances. Insurance Requirements for Services Agreement ($5, 000 or less) Version: August 2024 / A� " CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 07/22/2024 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 CONTACT Jennifer Vanlieshout NAME: Alliance Insurance Centers LLC ACC Ext : (920) 330-9000 A/XC, No): (920) 330-9001 E-MAIL jvanlieshout@allianceinsurancecenters.com ADDRESS: 3138 Market Street INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Hartford Casualty 29424 Green Bay WI 54304 INSURED INSURER B : Hartford Underwriters 30104 INSURER C : Apogee Insurance Group Balance Studios, Inc. INSURER D : 2200 Dickinson Rd Bldg 1 INSURER E : INSURER F : De Pere WI 54115 COVERAGES CERTIFICATE NUMBER: 24/25 Cert List 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 INSURANCEADDLSUBR INSD WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE OCCUR PREM SES Ea oNcE ence $ 300,000 MED EXP (Any one person) $ 10,000 PERSONAL &ADV INJURY $ 1,000,000 A Y Y 83SBAIK0498 03/01/2024 03/01/2025 GEN-LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 X JECT LOC PRODUCTS-COMP/OPAGG $POLICY❑PRO 2,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ ANYAUTO A OWNED SCHEDULED AUTOS ONLY AUTOS 83SBAIK0498 03/01/2024 03/01/2025 BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY /� AUTOS ONLY X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 A EXCESS LAB CLAIMS -MADE 83SBAIK0498 03/01/2024 03/01/2025 DED I X RETENTION $ 10,000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/ N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? ❑ (Mandatory in NH) N/A Y 83WEC117258 03/01/2024 03/01/2025 X STATUTE ERH 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 1,000,000 $ C Professional Liability WG00001372AD 07/10/2024 07/10/2025 Each Occurrence $2,000,000 Policy Aggregate $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) THE GENERAL LIABILITY POLICY, WHICH INCLUDES THE HIRED/NONOWNED AUTO LIABILITY, WRITTEN WITH HARTFORD INSURANCE COMPANIES HAS NO SIR RETENTION AND/OR DEDUCTIBLE. THE UMBRELLA POLICY WRITTEN WITH HARTFORD INSURANCE COMPANIES HAS A $10,000 SIR RETENTION AS SHOWN ABOVE; THERE IS NO OTHER SIR RENTENTION OR DEDUCTIBLE APPLICABLE. THE WORERS' COMPENSATION/EMPLOYER LIABILITY POLICY WRITTEN WITH HARTFORD INSURANCE COMPANIES HAS NO SIR RETENTION AND/OR DEDUCTIBLE. THE PROFESSIONAL LIABILITY POLCY WRITTEN WITH APOGEE INSURANCE GROUP HAS NO RETENTION AND/OR DEDUCTIBLE. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino CA 95014 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 00035329 LOC #: AC"R" ADDITIONAL REMARKS SCHEDULE Page of AGENCY Alliance Insurance Centers LLC NAMED INSURED Balance Studios, Inc. POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS ITHIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance City of Cupertino and those entities not specifically named but included/required within the signed contracts are hereby listed as an additional insured under the general liability policy, primary and non-contributory, as respects to work performed by the named insured, subject to the policy language, forms, conditions and exclusions. A General Liability Waiver and Workers' Compensation Waiver of Subrogation have been added in favor of City of Cupertino and those entities not specifically named but included/required within the signed contracts. Umbrella is following form Should any of the aforementioned described policies be cancelled before the expiration date thereof, the issuing insurer will endeavor to mail 30 days written notice to the named certificate holder, but failure to do so shall impose no obligation or liability of any kind upon the insurer, its agents or representatives. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 83 SBA IK0498 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - VENDOR LOC 001 BLDG 001 THE CITY OF CUPERTINO 10300 TORRE AVE CUPERTINO,CA 95014 LOC 001 BLDG 001 KOMATSU MINING CORP AND KOMATSU AMERICA CORP. 4400 WEST NATIONAL AVENUE, MILWAUKEE, WI 53214 Form IH 12 00 11 85 T SEQ. NO. 006 Process Date: 12 / 17 / 2 4 Printed in U.S.A. Page 001 Expiration Date: 03/01/26 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's 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, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WISCONSIN CHANGES This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM COMMON POLICY CONDITIONS SPECIAL PROPERTY COVERAGE FORM STANDARD PROPERTY COVERAGE FORM I. The following provisions modify the COMMON delivering to the first Named Insured written POLICY CONDITIONS. notice of cancellation at least 60 days before the A. Paragraph 2. of the Cancellation Condition is anniversary date of the policy. Such cancellation deleted and replaced by the following: will be effective on the policy's anniversary date. 2. We may cancel this policy by mailing or We may cancel this policy because of the delivering to the first Named Insured written termination of an insurance marketing notice of cancellation at least 10 days before intermediary's contract with us only if the notice the effective date of cancellation. of cancellation contains an offer to continue the policy with us if we receive a written requestfrom If this policy has been in effect for less than the first Named Insured prior to the date of 60 days and is not a renewal policy, we may cancellation. cancel for any reason. C. The following is added: If the policy has been in effect for 60 days or more or is a renewal of a policy we issued, Rescission except as provided in Anniversary 1. We may rescind this policy because of the Cancellation below, we may cancel this following: policy only for one of the following reasons: a. Misrepresentation made by you or on a. The policy was obtained by material your behalf in the negotiation for or misrepresentation; procurement of this Coverage, if the b. There has been a substantial change in person knew or should have known that the risk we originally assumed, except the representation was false; to the extent that we should have b. Breach of affirmative warranty made by foreseen the change or considered the you or on your behalf in the negotiation risk in writing the policy; for or procurement of this Coverage; c. There have been substantial breaches c. Failure of a condition before a loss if of contractual duties, conditions or such failure exists at the time of loss; warranties; or d. Breach of a promissory warranty if such d. Nonpayment of premium. breach exists at the time of loss; or If this policy has been in effect for 60 days 2. We may not rescind this policy: or more or is a renewal of a policy we a. For the reasons in Paragraph C.1.a. and issued, the notice of cancellation will state C.1.b unless: the reason for cancellation. (1) We rely on the misrepresentation or B. The following is added to the Cancellation affirmative warranty and the Condition: misrepresentation or affirmative Anniversary Cancellation warranty is either material or made If this policy is written for a term of more than with intent to deceive; or one year or has no fixed expiration date, we may (2) The facts misrepresented or falsely cancel this policy for any reason by mailing or warranted contribute to the loss. Form SS 01 13 10 18 Page 1 of 4 © 2018, The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with its permission) BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit 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 (a) and (b) 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 under this Coverage Part 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, 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 of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 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. This condition does not apply to Medical Expenses Coverage. 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. Form SS 00 08 04 05 Page 17 of 24 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 83 WEC 117258 Endorsement Number: Effective Date: 03/01/24 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: BALANCE STUDIOS, INC. 2200 DICKINSON RD BLDG 1 DE PERE WI 54115 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 shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE Any person or organization for whom you are required by contract or agreement to obtain this waiver from us. Endorsement is not applicable in KY, NH, NJ or for any MO construction risk Countersigned by Authorized Representative Form WC 00 03 13 Printed in U.S.A. Process Date: 01/21/24 Policy Expiration Date: 03/01/25 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WISCONSIN CANCELLATION AND NONRENEWAL ENDORSEMENT Policy Number: 83 WEC 117258 Endorsement Number: Effective Date: 03/01/24 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: BALANCE STUDIOS, INC. 2200 DICKINSON RD BLDG 1 DE PERE WI 54115 This endorsement applies only to the insurance provided by the policy because Wisconsin is shown in Item 3.A. of the Information Page. The Cancellation Section (D) of the Part Six - Conditions is deleted and replaced by the following: A. Cancellation You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancellation is to take effect. If you purchase replacement insurance, the cancellation becomes effective on the date the new coverage becomes effective. If no replacement coverage is purchased, the cancellation will be effective thirty (30) days after receipt of written notice by the Wisconsin Compensation Rating Bureau. 2. We may cancel the policy for any reason if the policy has been in effect for less than sixty (60) days. If the policy is issued for a term longer than one year or for an indefinite term, we may cancel the policy for any reason on an annual anniversary of the policy effective date. We may cancel the policy at any other time for the following reasons: a. you fail to pay all premiums when due, however, we must deliver or mail, first class, not less than thirty (30) days advance written notice stating when the cancellation is to take effect; b. a material misrepresentation; c. a substantial breach of the obligations, conditions or warranties under the policy; or d. a substantial change in the risk we assumed under the policy unless it was reasonable for us to foresee the change or expect the risk when we issued the policy. 3. If we cancel for any permissible reason other than nonpayment of premium when due, we must deliver or mail, first class, not less than* thirty (30) days notice stating when the cancellation is to take effect. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to prove notice. 4. The policy period will end on the day and hour stated in a notice of cancellation. B. Nonrenewal You have the right to have the insurance renewed unless we deliver or mail to you not less than* sixty (60) days advance written notice stating our intention not to renew this policy. Form WC 48 06 06 B Printed in U.S.A. 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