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HomeMy WebLinkAboutSPACESAVER INTERMOUNTAIN LLC; 2024-03-12; PSA24-2379FACDocuSign Envelope ID: ESAF9EB9-8FEE-4CEE-93FC-O99E45ASFEC4 AGREEMENT FOR GYM LOCKER PROCUREMENT AND DELIVERY SPACESAVER INTERMOUNTAIN, LLC THIS AGREEMENT is M 0,x@ municipal corporation ("City") company ("Contractor"). made and entered into as of the \ ?-:1\, day of 2024, by and between the City of Carlsbad, California, a and Spacesaver lntermountain, LLC, a Utah limited liability RECITALS A.City requires the services of a consultant that is experienced in locker procurement and delivery. B.Contractor has the necessary experience in providing services and advice related to locker procurement and delivery. C.Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1.SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2.STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3.TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4.TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5.COMPENSATION The total fee payable for the Services to be performed du ring the initial Agreement term shall not exceed one hundred thirty-three thousand eighty-fouir dollars and eleven cents ($133,084.11). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent {10%) retention until City has accepted the work and/or Services specified in Exhibit "A." lncremental payments, if applicable, should be made as outlined in attached Exhibit "A." Page 1 City Attorney Approved Version 12/22/2023 PSA24-2379FAC PSA24-2379FAC Page 2 City Attorney Approved Version 12/22/2023 6.PUBLIC WORKS 6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under California Labor Code section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 6.2 DIR Registration. California Labor Code section 1725.5 requires the Contractor and any subcontractor or subconsultant performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in Labor Code section 1725.5. Labor Code section 1771.1 provides that a contractor or subcontractor/subconsultant shall not be qualified to engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to Labor Code section 1725.5. Prior to the performance of public work by any subcontractor or subconsultant under this Agreement, Contractor must furnish City with the subcontractor or subconsultant's current DIR registration number. 7.CONSTRUCTION MANAGEMENT SOFTWARE Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. The Contractor is required to create a free web-based Procore user account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system. Unless the Engineer approves otherwise, the Contractor shall process all project documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification- subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore. It is recommended that the Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve the contractor of any other requirements as may be specified in the contract documents. DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 PSA24-2379FAC Page 3 City Attorney Approved Version 12/22/2023 8.STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 9.SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 10.OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 11.INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 12.INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 PSA24-2379FAC Page 4 City Attorney Approved Version 12/22/2023 employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than “A-:VII”; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 12.1 Coverage and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 12.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & 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/location or the general aggregate limit shall be twice the required occurrence limit. 12.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 12.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 12.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 12.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 12.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 12.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 12.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 12.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 PSA24-2379FAC Page 5 City Attorney Approved Version 12/22/2023 12.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 12.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 13.BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 14.ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 15.OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 16.COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. /// /// /// /// /// /// DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 PSA24-2379FAC Page 6 City Attorney Approved Version 12/22/2023 17.NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City For Contractor Name Steven Stewart Name Sunday Pearl Title Municipal Projects Manager Title Project Manager Department Public Works Address 8969 Kenamar Drive, Ste. 101 City of Carlsbad San Diego, CA 92121 Address 1635 Faraday Ave. Phone No. 844-800-6014 Carlsbad, CA 92008 Email spearl@SpacesaverIM.com Phone No. 442-339-2938 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 18.CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 19.GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 PSA24-2379FAC City Attorney Approved Version 12/22/2023 Page 7 20.CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 21.DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 22.DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 23.TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 24.COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 PSA24-2379FAC City Attorney Approved Version 12/22/2023 Page 8 or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 25.CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 26.JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 27.SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 28.ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. 29.AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. [signatures on following page] DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 PSA24-2379FAC Executed by Contractor this __ 23 ___ day of __ F_e_b_ru_a_r_Y _____ _, 2024. CONTRACTOR SPACESAVER INTERMOUNTAIN, LLC, a Utah limited liability company By: (sign here) Russ Rowberry, Controller (print name/title) By: (sign here) Sunday Pearl, Vice President of Sales, Principal (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By iav Keith Blackburn, Mayor ATTEST: SHERRY FREISINGER, City Clerk By: Deputy City Clerk lf required by City, proper notarial acknowledgment of execution by contractor must be attached. !f.E. corporation, Agreement must be signed by one corporate officer from each of the foliowing two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney By: --=-/;i._\.u.;,,_,;_-=-�'-'-'-'----'-'-�----­Assistant City Attorney City Attorney Approved Version 12/22/2023 Page 9 PSA24-2379FAC City Attorney Approved Version 12/22/2023 Page 10 EXHIBIT A SCOPE OF SERVICES AND FEE Spacesaver Intermountain, LLC shall fabricate and deliver new drawers for 5 existing lockers and 88 new lockers with drawers such that upon completion of the installation work there will be 144 lockers in the Police and Fire Headquarters mens’ locker room. The materials to be procured and delivered are identified on Exhibit “A,” dated February 12, 2024. DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 Proposal Spacesaver Intermountain, LLC 8969 Kenamar Drive Suite 101 San Diego, CA 92121 Quote/Order No 124419 Date 02/12/2024 Customer PO No Customer Account CARLSBAD POLICE DEPARTMEN Sales Associate CASEY COLE Project Number Page T O CARLSBAD POLICE DEPARTMENT 2560 ORION WAY CARLSBAD, CA 92010 ATTN: ACCOUNTS PAYABLE S H I P T O CARLSBAD POLICE DEPARTMENT 2560 ORION WAY CARLSBAD, CA 92010 ATTN: STEVEN STEWART Phone: 760-317-3508 Prepared for : CASEY COLE Group Quantity Description Unit Price Extended Amount 1. Men's Locker Rm 1.0 Revise men's locker room to accommodate (144) lockers per drawings 124419, dated 01/18/24. Revised layout is composed of existing and new lockers per the following: (88)New 18"W x24"Dx84"H single-tier lockers with locking drawer. (50)Existing 24"Wx 37"Dx84"H single-tier locker with bench drawer.(01) Existing 18"Wx24"Dx84"H with locking drawer. (05)Convert existing 24"Wx37"Dx84"H bench drawer lockers to 24"Wx24"Dx84"H locking drawer. Pricing per Sourcewell Contract No. 010920 SPC. Each locker will have sloped tops, hanger shelf, and electrical duplex. 110,347.73 110,347.73 2. Men's Locker Rm 1.0 Freight and Delivery 14,184.43 14,184.43 Bank Details: Wells Fargo Bank 420 Montgomery St. San Franscisco CA 94104 Bank Account:……..5762873718 Routing Number….124002971 SWIFT Code…………WFBIUS6S Please send remittance statement to: AR@HBWorkplaces.com SUB TOTAL:$124,532.16 SALES TAX:8,551.95 GRAND TOTAL:133,084.11 Exhibit A PSA24-2379FAC 1 DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 1111 SPACESAVER INTERMDUNTAIN LLC Project #: 124419 Drawn by: A.Moreno Date Printed: 01/24/2024 Scale 1/2" = 1' Rev level: opt6 Project Name: Carlsbad Police Dept. APPROVAL This drawing Approved By: Dated Copyright © 2024 Spacesaver Corporation. This material is proprietary and confidential, and the disclosure reproduction by photography, film, blueprint or otherwise or incorporation into any information retrieval system without first receiving written approval from Spacesaver Intermountain LLC is expressly prohibited by law. CO P Y R I G H T © 2 0 2 4 S P A C E S A V E R C O R P O R A T I O N . A L L R I G H T S R E S E R V E D Option 6 Renderings PSA24-2379FAC Exhibit "A" (Cont.)DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 Project #: 124419 Drawn by: A.Moreno Date Printed: 01/24/2024 Scale 1:76 Rev level: opt6 Project Name: Carlsbad Police Dept. APPROVAL This drawing Approved By: Dated Copyright © 2024 Spacesaver Corporation. This material is proprietary and confidential, and the disclosure reproduction by photography, film, blueprint or otherwise or incorporation into any information retrieval system without first receiving written approval from Spacesaver Intermountain LLC is expressly prohibited by law. CO P Y R I G H T © 2 0 2 4 S P A C E S A V E R C O R P O R A T I O N . A L L R I G H T S R E S E R V E D F 4 ST F 5 - E ST F 4INT F 4ST EL F 5 - E ST EL F 5 - E ST F 5 - E ST EL F 4STST F 5 - E ST EL F 3 - E IN T F 5 - E ST F 5 - E ST EL INTST EL F 4ST ER ST ER F 5 - E ST F 4 ST F 5 - E IN T F 4STST F 4ST F 4 IN T F 4ST F 4ST EL ST EL F 4STST E F 4 ST EL F 4 INT F 5 - E ST ER F 4INT F 4ST F 4INT E F 4 ST EL F 4INT F 5 - E ST F 5 - E ST ER F 4 ST F 4 ST F 4INT F 4 IN T F 4 IN T CFL CFR F 5 - E ST ER ST ER ST ER F 4 IN T F 4ST E F 4ST ER F 4ST E F 4ST ER F 5 - E ST EL ST EL E F 4ST ER F 5 - E ST EL F 4ST F 5 - E ST EL INTST EL F 4 ST F 5 - E ST ER ST ER F 5 - E ST EL ST EL F 4ST ER F 4ST E F 4ST ER F 4 IN T F 3ST EL F 4ST F 4ST F 5 - E STF 4ST ER ST ER F 4INTF 4INT F 5 - E ST F 4 ST F 4 IN T F 4ST EL F 4STST F 5 - E ST ER ST ER ST ER F 4 ST ER F 4ST EF 4ST EL F 4INT F 4ST ER F 5 - E ST F 5 - E INT F 5 - E ST F 4 IN T F 5 - E ST EL F 4STST E F 4 ST EL F 5 - E ST F 5 - E ST F 4ST F 3-E INT F 4INT F 4 IN T F 4 STF 5 - E ST F 5 - E ST EL ST EL F 5 - E ST EL F 5 - E ST F 5 - E INT F 5 - E ST ER ST ER F 4ST F 5 - E ST F 4 ST F 5 - E ST ER F 5 - E ST F 4 ST F 4ST EL ST EL F 4 IN T F 4ST F 4 ST F 4INT F 5 - E ST ER F 4 ST F 4 IN T F 5 - E IN T F 4ST EL ST EL F 3-E STEL F 5 - E ST EL F 4 IN T F 5 - E INT F 5 - E IN T F 5 - E ST ER F 4 ST ER F 4 ST ER F 4ST ER ST ER F 5 - E INT F 4INT F 4 ST F 4INT F 4 IN T F 5 - E INT F 4 - E ST ER EL ST ER EL F 4STST F 4INT F 4ST F 4 ST ER F 4ST F 4INT F 5 - E ST EL F 5 - E ST F 5 - E INT F 4ST F 4ST EL F 3ST F 4INT F 5 - E ST ER F 4ST EL F 4 INT F 5 - E ST ER ST ER F 5 - E IN T F 4 ST ED S ED S ED S ED S ED S ED S ED S ED S ED S SHOWER #3 153 124 SHOWER #1 1502 SF MEN LOCKERS 147 SF Tag Sequence Instructions 001-144 125 SUPERVISOR 42 SF VEST 294 SF 108MEN'S Existing Lockers w/New Internal Drawers 3'7 5/8" 24" 24" 5'0" 24" OPTION 6 (05) 24"x24" Existing Lockers w/New Drawer, F3 (50) 24"x37" Existing Bench Lockers, F5 (88) 24"x18" New Lockers w/Drawer, F4 (01) 24"x18" Existing Lockers w/Drawer, F4 (144) TOTAL LOCKERS 24" 48"41" 3'9 7/8" 10'0" 48" 24" 24"24" 5'0" 5'0" P 37 1/8" 3'11 1/4" 37 1/8"60 3/8"37 1/8" 37 1/8"40" 61 1/8" 24"30" 12'0" 4'0" 48"24"45" 61 1/8"37 1/8" 37 1/8" 35'7 1/8" 3 Phase Electrical 72" Power Feed Length 264 Watts per Duplex 2 Duplexes per Locker 6 Circuits per Feed 3 Lockers per Circuit 24"3'9" 37 1/8"24" 4'0" ESD= Power Location = Power Location 37 1/8" 30"24"24" 55'8 1/8" PSA24-2379FAC Exhibit "A" (Cont.) DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 Il I □ 1111 SPACESAVER INTERMOUNTAIN LLC 249 South 400 Eost Salt Loke City, UT 84111 (801) 363-5882 main (801) 359-4326 fax www.SpacesaverlM.com Project #: 124419 Drawn by: A.Moreno Date Printed: 01/24/2024 Scale 3/8" = 1' Rev level: opt6 Project Name: Carlsbad Police Dept. APPROVAL This drawing Approved By: Dated Copyright © 2024 Spacesaver Corporation. This material is proprietary and confidential, and the disclosure reproduction by photography, film, blueprint or otherwise or incorporation into any information retrieval system without first receiving written approval from Spacesaver Intermountain LLC is expressly prohibited by law. CO P Y R I G H T © 2 0 2 4 S P A C E S A V E R C O R P O R A T I O N . A L L R I G H T S R E S E R V E D F 4F 5 F 3 H92" 84"x24" d24" H92" 84"x24" d24" H92" 84"x18" d24" Duplex Outlet w/2 Receptacles x89 3 Phase Electrical 72" Power Feed Length 264 Watts per Duplex 2 Duplexes per Locker 6 Circuits per Feed 3 Lockers per Circuit 20" Option 6 Elevations Drawer (Locking) x50 x5 Adj. Hanger Shelf 84" 15" 49" PSA24-2379FAC Exhibit "A" (Cont.) DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 1111 SPACESAVER INTERMOUNTAIN LLC 249 South 400 Eost (801) 363-5882 main Salt Loke City, UT 84111 (801) 359-4326 fax www.SpacesaverlM.com Proposal Spacesaver Intermountain, LLC 8969 Kenamar Drive Suite 101 San Diego, CA 92121 Quote/Order No 124419 Date 02/12/2024 Customer PO No Customer Account CARLSBAD POLICE DEPARTMENT Sales Associate CASEY COLE Project Number Page 1 of 4 T O CARLSBAD POLICE DEPARTMENT 2560 ORION WAY CARLSBAD, CA 92010 ATTN: ACCOUNTS PAYABLE S H I P T O CARLSBAD POLICE DEPARTMENT 2560 ORION WAY CARLSBAD, CA 92010 ATTN: STEVEN STEWART Phone: 760-317-3508 Prepared for : CASEY COLE Group Quantity Description Unit Price Extended Amount 3. Men's Locker Rm 1.0 Installation and Reconfiguration. Installation to be performed using prevailing wages and assumes standard install hours of M-F 7am - 5pm. Does not include electrical connections which will need to be made by a licensed electrician. 22,343.75 22,343.75 Bank Details: Wells Fargo Bank 420 Montgomery St. San Franscisco CA 94104 Bank Account:……..5762873718 Routing Number….124002971 SWIFT Code…………WFBIUS6S Please send remittance statement to: AR@HBWorkplaces.com SUB TOTAL:$22,343.75 SALES TAX:1,731.64 GRAND TOTAL:24,075.39 Exhibit 21111 SPACESAVER INTERMDUNTAIN LLC             !"" #$ %&     !'() *+,-##".                                                     !!  "     # $ % & ' (    $ )  *  ) + * &  # & $ # & )  # ,  ) ! ! & ' (   & *  * & + * - '#$!-, PWM24-2382FAC Exhibit "C" (Cont.)           :$ !"" #$ %&     !'() *+,-##".                                                     !!  "     # $ % & ' (    $ )  *  ) + * &  # & $ # & )  # ,  ) ! ! & ' (   & *  * & + * -                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         1  1  1  1  1  1  1  1  1  ! / </ ;'51! < 0 1% )'341! 0 *-678,7,  9 <  0 (1*  0 21%  1=,-)>,%8, / :<2   <   '*8'%$ @<A = 1=,-)>,%B0/ @<A =/:1=,-.+)>,B0< @22A = 2%)>,B0 @ A = 21=,-)>,B0 @ A*'*))'341!  2  / :2   2    <  <  /: 2 /    /: 2$/2/: 2 /: 2  $  2 /   2  < $  2/: 2 /: 2 /< : 2 /  /: 2   /: 2 /   << 2 2                                                                                                                                                                                                         1 1 1111 %8   2     /    $/$ /$ //: 22222222222$  $ 22222222222222 222 /: 2 ///</</< : 222222222       PWM24-2382FAC Exhibit "C" (Cont.) ==n I □ 1111 SPACESAVER INTERMOUNTAIN LLC 249 South 400 Eost Salt Loke City, UT 84111 (801) 363-5882 main (801) 359-4326 fax www.SpacesaverlM.com           /2 !"" #$ %&     !'() *+,-##".                                                     !!  "     # $ % & ' (    $ )  *  ) + * &  # & $ # & )  # ,  ) ! ! & ' (   & *  * & + * -   !" 2 =   !" 2 =   !" 2 = 2  7#='7  !#, =2  '#$1", @)>-A =<=< ;-+C 2  <    7777777777######=''777777777777777777   !############   ;;;;;;;;;;;;;;;;; PWM24-2382FAC Exhibit "C" (Cont.) 1111 SPACESAVER INTERMOUNTAIN LLC 249 South 400 Eost (801) 363-5882 main Salt Loke City, UT 84111 (801) 359-4326 fax www.SpacesaverlM.com Proposal Spacesaver Intermountain, LLC 8969 Kenamar Drive Suite 101 San Diego, CA 92121 Quote/Order No 124419 Date 02/12/2024 Customer PO No Customer Account CARLSBAD POLICE DEPARTMEN Sales Associate CASEY COLE Project Number Page 1 of 3 T O CARLSBAD POLICE DEPARTMENT 2560 ORION WAY CARLSBAD, CA 92010 ATTN: ACCOUNTS PAYABLE S H I P T O CARLSBAD POLICE DEPARTMENT 2560 ORION WAY CARLSBAD, CA 92010 ATTN: STEVEN STEWART Phone: 760-317-3508 Prepared for : CASEY COLE Group Quantity Description Unit Price Extended Amount 1. Men's Locker Rm 1.0 Revise men's locker room to accommodate (144) lockers per drawings 124419, dated 01/18/24. Revised layout is composed of existing and new lockers per the following: (88)New 18"W x24"Dx84"H single-tier lockers with locking drawer. (50)Existing 24"Wx 37"Dx84"H single-tier locker with bench drawer.(01) Existing 18"Wx24"Dx84"H with locking drawer. (05)Convert existing 24"Wx37"Dx84"H bench drawer lockers to 24"Wx24"Dx84"H locking drawer. Pricing per Sourcewell Contract No. 010920 SPC. Each locker will have sloped tops, hanger shelf, and electrical duplex. 110,347.73 110,347.73 2. Men's Locker Rm 1.0 Freight and Delivery 14,184.43 14,184.43 Bank Details: Wells Fargo Bank 420 Montgomery St. San Franscisco CA 94104 Bank Account:……..5762873718 Routing Number….124002971 SWIFT Code…………WFBIUS6S Please send remittance statement to: AR@HBWorkplaces.com SUB TOTAL:$124,532.16 SALES TAX:8,551.95 GRAND TOTAL:133,084.11 Buyer agrees to purchase the goods and services described on this and all preceding pages, in accordance with the TERMS AND CONDITIONS on the following page, including but not limited to the “Payment” and “Default, Interest and Fees” provisions. This proposal is only an offer to purchase and is not binding upon the SELLER until accepted by the SELLER in writing. This proposal is valid for 30 days unless noted otherwise. SELLER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES. SIGNATURE:____________________________________________ PRINT NAME:___________________________________________ DATE:_____________________________ TITLE:_____________________________ 1111 SPACESAVER INTERMDUNTAIN LLC Proposal Spacesaver Intermountain, LLC 8969 Kenamar Drive Suite 101 San Diego, CA 92121 Quote/Order No 124419 Date 02/12/2024 Customer PO No Customer Account CARLSBAD POLICE DEPARTMEN Sales Associate CASEY COLE Project Number Page 2 of 3 SPACESAVER INTERMOUNTAIN, LLC TERMS AND CONDITIONS PAYMENT Merchandise will be invoiced upon delivery. If there is to be more than one delivery of merchandise, an invoice will be issued upon the first delivery. Buyer agrees to pay each invoice within ten days of the invoice date. No payment shall be withheld on any invoice because partial delivery of the entire order. In the event of a project delay, merchandise will be invoiced upon delivery of product into storage. Any security deposit is non-refundable. If payments are in default, Spacesaver Intermountain, LLC (SI) shall have the option of declaring the remaining unpaid purchase price due and payable and may elect to recover merchandise and take judgment for deficiency after public or private sale including interest, collection costs and attorney fees. SECURITY INTEREST Buyer hereby grants Spacesaver Intermountain, LLC a security interest in all merchandise sold under this order to secure full payment of the purchase price and all other obligations of Buyer under this agreement. A copy of this agreement may be filed as a financing statement. Buyer’s signature hereon authorizes SI to execute such financing statements on Buyer’s behalf as may be required by the State. INSTALLATION DATE (a) The installation date is agreed upon for the purpose of specifying delivery dates of merchandise ordered from manufacturers. Although SI will use its best efforts to expedite timely delivery, it cannot guarantee that merchandise will arrive from manufacturers as specified, and SI shall not be liable for ordered merchandise not arriving timely. (b) Buyer shall provide or pay for all storage of ordered merchandise necessary after the Installation Date, and for all costs of moving such merchandise to and from storage after the Installation Date. INSTALLATION TERMS Delivery and Installation shall be made by SI personnel, or its subcontractor, during normal working hours or at other hours by special arrangement. Buyer shall pay additional labor costs resulting from off-hour or overtime work performed at Buyer’s request or from required use of labor other than SI personnel or its authorized subcontractor. Buyer shall provide, at Buyer’s cost, electricity, heat, hoisting and elevator service and adequate facilities for off-loading, staging, moving and handling of merchandise. The job site shall be clean and free of obstruction for installation. Finished floor coverings (ie. carpet, tile, etc.) must be removed and subfloor clear and free for grouted mobile rail installation. Buyer shall pay any special packaging or handling costs not contained in the specifications. INSURANCE AND RISK OF LOSS All risk of loss shall pass from SI to Buyer upon delivery of merchandise to Buyer or upon delivery of merchandise into storage for the account of Buyer after the installation date, whichever comes first. For the purposes of this paragraph five only, the term “merchandise” shall include any property owned by or under control of SI delivered to or for the benefit of Buyer, whether purchased by Buyer or delivered to Buyer on approval. Buyer shall carry fire and casualty insurance in an amount sufficient to insure the value of the merchandise at the delivery site or at the storage site. TAXES AND FREIGHT Prices do not include any applicable sales, use, excise, or other taxes which, if applicable, Buyer shall pay and which shall be added to the sales price at time of invoicing. Buyers exempt from taxes shall furnish certificates of exemption upon execution of this agreement. Freight charges are F.O.B. job site unless otherwise indicated. CANCELLATION AND CHANGES This agreement, once executed by SI and Buyer, cannot be cancelled or modified except by a writing signed by both parties. Changes made in the agreement which result in increased charges shall be for the account of the Buyer. Specialty storage products are built to order and in many cases are either non-cancellable or require significant cancellation charges after an order is placed. The minimum cancellation fee will be equal to 30% of product cost plus any additional costs associated with each manufacturer. No storage products or other specially ordered items can be cancelled or returned after the manufacturer begins production. Prices and quantities of storage products and other items measured from blueprints or otherwise estimated are subject to change upon field measurement at the expense of the Buyer. FLOORS BUYER is responsible for the load bearing capacity of the floor upon which the proposed installation shall be constructed. Finished floor coverings are not included unless otherwise noted. SURVEYS, PERMITS, AND REGULATIONS BUYER shall procure and pay for all permits, inspections, and/or structural calculations required by any governmental authority for any part of the work performed by Spacesaver intermountain, LLC, except if stated otherwise. WARRANTIES AND CLAIMS (a) SI warrants for a period of one year from delivery that the manufacturer is free from defects in workmanship and materials, and that it will repair or replace defective merchandise, at its cost, within a reasonable time, subject to availability of replacement merchandise. No other warranties, expressed or implied, are granted hereunder. No warranty in addition to the foregoing expressed warranties, whether expressed or implied, made by any employee or agent of SI shall be valid unless reduced to writing and signed by an officer of SI. TO THE EXTENT ALLOWED BY LAW, ANY IMPLIED WARRANTY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, IS LIMITED TO THE PERIOD OF ONE YEAR FROM THE DATE OF DELIVERY. (b) Buyer shall inspect the merchandise upon delivery. Acceptance of delivery constitutes acceptance of the merchandise as delivered. Any warranty claims for latent defects not discoverable upon reasonable inspection must be made in writing within the warranty period. DEFAULT, INTEREST AND FEES Buyer shall pay interest at the rate of 18% per annum on all payments in default, and shall pay all reasonable costs, expenses and attorneys’ fees incurred by SI in enforcing the terms of this agreement. ENTIRE AGREEMENT; CONTROLLING LAW This agreement constitutes the entire agreement between the parties. Buyer is relying solely upon the terms of this agreement, and not upon any oral or written statements, whether of SI, its officers, employees or agents, of any manufacturer, or any other person whatsoever on entering into this agreement. This agreement shall be interpreted and enforced under the laws of the State of Utah. 1111 SPACESAVER INTERMDUNTAIN LLC Proposal Spacesaver Intermountain, LLC 8969 Kenamar Drive Suite 101 San Diego, CA 92121 Quote/Order No 124419 Date 02/12/2024 Customer PO No Customer Account CARLSBAD POLICE DEPARTMEN Sales Associate CASEY COLE Project Number Page 3 of 3 I have read and understand these terms and conditions:_______________________________________________ 1111 SPACESAVER INTERMDUNTAIN LLC Project #: 124419 Drawn by: A.Moreno Date Printed: 01/24/2024 Scale 1/2" = 1' Rev level: opt6 Project Name: Carlsbad Police Dept. APPROVAL This drawing Approved By: Dated Copyright © 2024 Spacesaver Corporation. This material is proprietary and confidential, and the disclosure reproduction by photography, film, blueprint or otherwise or incorporation into any information retrieval system without first receiving written approval from Spacesaver Intermountain LLC is expressly prohibited by law. CO P Y R I G H T © 2 0 2 4 S P A C E S A V E R C O R P O R A T I O N . A L L R I G H T S R E S E R V E D Option 6 Renderings Project #: 124419 Drawn by: A.Moreno Date Printed: 01/24/2024 Scale 1:76 Rev level: opt6 Project Name: Carlsbad Police Dept. APPROVAL This drawing Approved By: Dated Copyright © 2024 Spacesaver Corporation. This material is proprietary and confidential, and the disclosure reproduction by photography, film, blueprint or otherwise or incorporation into any information retrieval system without first receiving written approval from Spacesaver Intermountain LLC is expressly prohibited by law. CO P Y R I G H T © 2 0 2 4 S P A C E S A V E R C O R P O R A T I O N . A L L R I G H T S R E S E R V E D F 4 ST F 5 - E ST F 4INT F 4ST EL F 5 - E ST EL F 5 - E ST F 5 - E ST EL F 4STST F 5 - E ST EL F 3 - E IN T F 5 - E ST F 5 - E ST EL INTST EL F 4ST ER ST ER F 5 - E ST F 4 ST F 5 - E IN T F 4STST F 4ST F 4 IN T F 4ST F 4ST EL ST EL F 4STST E F 4 ST EL F 4 INT F 5 - E ST ER F 4INT F 4ST F 4INT E F 4 ST EL F 4INT F 5 - E ST F 5 - E ST ER F 4 ST F 4 ST F 4INT F 4 IN T F 4 IN T CFL CFR F 5 - E ST ER ST ER ST ER F 4 IN T F 4ST E F 4ST ER F 4ST E F 4ST ER F 5 - E ST EL ST EL E F 4ST ER F 5 - E ST EL F 4ST F 5 - E ST EL INTST EL F 4 ST F 5 - E ST ER ST ER F 5 - E ST EL ST EL F 4ST ER F 4ST E F 4ST ER F 4 IN T F 3ST EL F 4ST F 4ST F 5 - E STF 4ST ER ST ER F 4INTF 4INT F 5 - E ST F 4 ST F 4 IN T F 4ST EL F 4STST F 5 - E ST ER ST ER ST ER F 4 ST ER F 4ST EF 4ST EL F 4INT F 4ST ER F 5 - E ST F 5 - E INT F 5 - E ST F 4 IN T F 5 - E ST EL F 4STST E F 4 ST EL F 5 - E ST F 5 - E ST F 4ST F 3-E INT F 4INT F 4 IN T F 4 STF 5 - E ST F 5 - E ST EL ST EL F 5 - E ST EL F 5 - E ST F 5 - E INT F 5 - E ST ER ST ER F 4ST F 5 - E ST F 4 ST F 5 - E ST ER F 5 - E ST F 4 ST F 4ST EL ST EL F 4 IN T F 4ST F 4 ST F 4INT F 5 - E ST ER F 4 ST F 4 IN T F 5 - E IN T F 4ST EL ST EL F 3-E STEL F 5 - E ST EL F 4 IN T F 5 - E INT F 5 - E IN T F 5 - E ST ER F 4 ST ER F 4 ST ER F 4ST ER ST ER F 5 - E INT F 4INT F 4 ST F 4INT F 4 IN T F 5 - E INT F 4 - E ST ER EL ST ER EL F 4STST F 4INT F 4ST F 4 ST ER F 4ST F 4INT F 5 - E ST EL F 5 - E ST F 5 - E INT F 4ST F 4ST EL F 3ST F 4INT F 5 - E ST ER F 4ST EL F 4 INT F 5 - E ST ER ST ER F 5 - E IN T F 4 ST ED S ED S ED S ED S ED S ED S ED S ED S ED S SHOWER #3 153 124 SHOWER #1 1502 SF MEN LOCKERS 147 SF Tag Sequence Instructions 001-144 125 SUPERVISOR 42 SF VEST 294 SF 108MEN'S Existing Lockers w/New Internal Drawers 3'7 5/8" 24" 24" 5'0" 24" OPTION 6 (05) 24"x24" Existing Lockers w/New Drawer, F3 (50) 24"x37" Existing Bench Lockers, F5 (88) 24"x18" New Lockers w/Drawer, F4 (01) 24"x18" Existing Lockers w/Drawer, F4 (144) TOTAL LOCKERS 24" 48"41" 3'9 7/8" 10'0" 48" 24" 24"24" 5'0" 5'0" P 37 1/8" 3'11 1/4" 37 1/8"60 3/8"37 1/8" 37 1/8"40" 61 1/8" 24"30" 12'0" 4'0" 48"24"45" 61 1/8"37 1/8" 37 1/8" 35'7 1/8" 3 Phase Electrical 72" Power Feed Length 264 Watts per Duplex 2 Duplexes per Locker 6 Circuits per Feed 3 Lockers per Circuit 24"3'9" 37 1/8"24" 4'0" ESD= Power Location = Power Location 37 1/8" 30"24"24" 55'8 1/8" Il I □ 1111 SPACESAVER INTERMOUNTAIN LLC 249 South 400 Eost Salt Loke City, UT 84111 (801) 363-5882 main (801) 359-4326 fax www.SpacesaverlM.com Project #: 124419 Drawn by: A.Moreno Date Printed: 01/24/2024 Scale 3/8" = 1' Rev level: opt6 Project Name: Carlsbad Police Dept. APPROVAL This drawing Approved By: Dated Copyright © 2024 Spacesaver Corporation. This material is proprietary and confidential, and the disclosure reproduction by photography, film, blueprint or otherwise or incorporation into any information retrieval system without first receiving written approval from Spacesaver Intermountain LLC is expressly prohibited by law. CO P Y R I G H T © 2 0 2 4 S P A C E S A V E R C O R P O R A T I O N . A L L R I G H T S R E S E R V E D F 4F 5 F 3 H92" 84"x24" d24" H92" 84"x24" d24" H92" 84"x18" d24" Duplex Outlet w/2 Receptacles x89 3 Phase Electrical 72" Power Feed Length 264 Watts per Duplex 2 Duplexes per Locker 6 Circuits per Feed 3 Lockers per Circuit 20" Option 6 Elevations Drawer (Locking) x50 x5 Adj. Hanger Shelf 84" 15" 49" 1111 SPACESAVER INTERMOUNTAIN LLC 249 South 400 Eost (801) 363-5882 main Salt Loke City, UT 84111 (801) 359-4326 fax www.SpacesaverlM.com SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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 THISCERTIFICATE 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 2/21/2024 IMA, Inc. - Salt Lake City95 S State StreetSuite 1300Salt Lake City UT 84111 Rachel Tueller 801-325-5000 Rachel.Tueller@imacorp.com License#: PC-1210733 Federal Insurance Company 20281 HENRBUT-01 Great Northern Insurance Company 20303Spacesaver Intermountain, LLC249 South 400 EastSalt Lake City, UT 84111 *WCF Mutual Insurance Company 10033 WCF National Insurance Company 40517 1618469823 A X 1,000,000 X 1,000,000 10,000 1,000,000 2,000,000 X X Y Y 36054513DEN 9/1/2023 9/1/2024 Included Combined Aggregate 10,000,000 B 1,000,000 X X X Y Y 73605042 9/1/2023 9/1/2024 A X X 8,000,000Y781889069/1/2023Y 9/1/2024 8,000,000 X 0 CD X Y Y 12536632211730 9/1/20239/1/2023 9/1/20249/1/2024 1,000,000 1,000,000 1,000,000 A Professional LiabilityRetroactive Date: 10/7/2008 82507722 12/6/2023 12/6/2024 Each ClaimAggregateRetention $2,000,000$2,000,000$10,000 States of Alabama, Arizona, California, Idaho, Mississippi, Nevada, Oklahoma, and Oregon are included in the Workers Compensation Policy #2211730 andWorkers Compensation Policy #1253663 includes coverage for State of Utah, subject to the policy terms, conditions, exclusions and limitations.Workers Compensation Information: Proprietors/Partners/Executive Officers/Members Excluded: subject to the policy terms and conditions. Named Insured Includes:HB Workplaces, LLCHenriksen Butler Design Group, LLCHB Intermountain Holdings, LLCSee Attached... City of CarlsbadPublic Works1635 Faraday Ave.Carlsbad CA 92008 DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 ACORD® I ~ ~ I ~ □ □ ~ ~ R □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ I ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: HENRBUT-01 1 1 IMA, Inc. - Salt Lake City Spacesaver Intermountain, LLC249 South 400 EastSalt Lake City, UT 84111 25 CERTIFICATE OF LIABILITY INSURANCE HB Real Properties, LLCHenriksen Butler Installation, LLCHenriksen/Butler Nevada, LLCSpaceSaver Intermountain, LLCHenriksen Butler Services, LLCHenriken Butler Investments, LLCMozaik Surface Concepts, LLC dba H/B Flooring SolutionsMozaik Holdings, LLCHenriksen Butler Installation, LLC dba Henriksen Butler Services, LLCHB Sprague LLC Certificate Holder and all other parties required by the contract are included as Additional Insured including Ongoing and Completed Operations on the GeneralLiability Policy, if required by written contract or agreement, subject to the policy terms and conditions.Certificate Holder and all other parties required by the contract are included as Additional Insured on the Automobile Liability and Umbrella Liability Policies, ifrequired by written contract or agreement, subject to the policy terms and conditions. This Insurance is Primary & Non-Contributory on the General Liability andAutomobile Liability Policies, if required by written contract or agreement, subject to the policy terms and conditions.A Waiver of Subrogation is provided in favor of the Certificate Holder and all other parties required by the contract on the General Liability, Automobile Liability,Umbrella Liability and Workers Compensation Policies, if required by written contract or agreement, subject to the policy terms and conditions.Umbrella Liability policy is in excess of the General Liability, Automobile Liability and Employers Liability (#1253663 and #211730) Policies, subject to the policyterms and conditions.General Liability Coverage includes 30 day notice of cancellation, subject to the terms and conditions of the policy.RE: Gym Locker Procurement. DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 .-------, ACORD® ~ I DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 Liability lnsurance Endorsement Policy Period Effective Date Policy Number lnsured Name of Company Date /ssued SEPTEMBER 1, 2023 TO SEPTEMBER 1, 2024 SEPTEMBER 1, 2023 3605-45-13 DEN HB INTERMOUNTAIN HOLDINGS LLC FEDERAL INSURANCE COMPANY SEPTEMBER 18, 2023 This Endorsement applies to the following forms: GENERAL LIABILITY Limits Of lnsurance Per Location Or Per Project Limit Of lnsurance With Combined Total Aggregate Limit Liability lnsurance Form 80-02-6554 (Rev. 3-17) Under Limits Of fusurance, the following provisions are added. A. Subject to the Combined Total Aggregate Limit shown in the Schedule, the most we will pay for the sum of all damages for bodily injury and property damage and for all medical expenses, which can be attributed only to operations at a single location or at a single designated project, is described in paragraphs A.1. through A.4. below. 1. A separate General Aggregate Limit will apply to each location or project, and such limit is equal to the General Aggregate Limit shown in the Declarations. 2. Subject to the Each Occurrence Limit and all other applicable limits, the separate General Aggregate Limit described in subparagraph A. l. above is the most we will pay for the sum of all damages for bodily injury and property damage, except in connection with in jury or damage included in the products-completed operations hazard, and for all medical expenses, regardless of the number of: a. insureds; b. claims made or suits brought; or c. persons or organizations making claims or bringing suits. Per Location/Per Project Limits Of lnsurance With Combined Total Aggregate Limit continued Endorsement Page 1 DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 Limits Of lnsurance Per Location Or Per Project Limit Of lnsurance With Combined Total Aggregate Limit (continued) Definitions Location Project Liability lnsurance Form 80-02-6554 (Rev. 3-17) 3. Any amount paid for damages or medical expenses will reduce the amount of the separate General Aggregate Limit described in subparagrapb A.1. above available for any other payment for that location or project. Such payments will not reduce the General Aggregate Limit shown in the Declarations and they will not reduce the separate General Aggregate Limit for any other operations at a single location or single project. 4. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expenses continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable separate General Aggregate Limit. B. Subject to the Combined Total Aggregate Limit shown in the Schedule, the most we will pay for the sum of all damages for bodily injury and property damage and for all medical expemes, whicb cannot be attributed only to operations at a single location or a single project, is described in paragraphs B.1 and B.2 below. 1. Any amount paid for damages or medical expenses will reduce the amount of the General Aggregate Limit available for any other payment; and 2. Payments described in subparagraph B.1. above will not reduce the separate General Aggregate Limit applicable to operations at a single location or a single project. C. Subject to the separate General Aggregate Limit and all other applicable limits, the Combined Total Aggregate Limit shown in the Schedule is the most we will pay for the combined sum of amounts described in paragraphs A. and B. above, regardless of the number oflocatiom or projects. D. If applicable, any payments we make for bodily injury or property damage included in the products-completed operatiom hazard will reduce the Products-Completed Operations Aggregate Limit regardless of the number of locatiom or pro jects, and will not reduce the General Aggregate Limit or the separate General Aggregate Limit applicable to a single location or a single project. E. Ifthe applicable project has been abandoned, delayed or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same project. Project will be deemed to include, collectively, all locatiom and sites on wbich you are performing operations that are called for in the applicable contracts or agreements pertaining to sucb project. F. Tue provisions of the section titled Limits Of Insurance not otherwise modified by tbis endorsement will continue to apply as stipulated. As used in this endorsement, the following words and phrases have special meanings described below. Location means premises involving the same or connecting lots, or premise wbose connection is interrupted only by a street, roadway, waterway or rigbt-of-way of a railroad. Project means a project (talcing place away from premises owened by or rented to you) on wbicb you are performing operations. Per Location/Psr Projsct Limits Of lnsurance With Combinsd Total Aggregats Limit continusd Endorsement Page2 DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 Liability lnsurance Form 80-02-6554 (Rev. 3-17) Liability lnsurance Endorsement Effective Date Po/icy Number Schedu/e SEPTEMBER 1, 2023 3605-45-13 DEN Combined Total Aggregate Limit: All other teffilS and conditions remain unchanged. Authorizsd Rsprsssntativs $ 10,000,000 Per Location/Per Project Limits Of lnsurance With Combined Total Aggregate Limit Endorsement lastpage Page3 DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 Liability lnsurance Endorsement Po/icy Period Effective Date Po/icy Number lnsured Name of Company Date lssued SEPTEMBER 1, 2023 TO SEPTEMBER 1, 2024 SEPTEMBER 1, 2023 3605-45-13 DEN HB INTERMOUNTAIN HOLDINGS LLC FEDERAL INSURANCE COMPANY SEPTEMBER 18, 2023 This Endorsement applies to the following forms: GENERAL LIABil.,ITY Who Is An lnsured Owners, Lessees Or Contractors -Ongoing Operations Liabi/ity lnsurance Form 80-02-2305 (Rev. 3-17) Under Who Is An Insured, the following provision is added. A. Persons or organizations shown in the Schedule below are insureds; but they are insureds only with respect to their liability for bodily injury, property damage, advertising injury or personal injury caused. in whole or in part, by: I. your acts or ornissions; or 2. the acts or ornissions of those acting on your behalf; in the performance of your ongoing operations for the person or organization shown in the Schedule at the applicable location described in the Schedule. However, • the insurance afforded to such person or organization only applies to the extent perrnitted by law; and • if coverage provided to the person or organization is required by a contract or agreement, the insurance afforded to the person or organization will not be broader than that which you are required by such contract or agreement to provide for the person or organization. Additional /nsured -Owners, Lessees Or Contractors -Ongoing Operations, Schedu/ed continued Endorsement Page 1 DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 Liability lnsurance Endorsement Po/icy Period Effective Date Po/icy Number lnsured Name of Company Date /ssued SEPTEMBER 1, 2023 TO SEPTEMBER 1, 2024 SEPTEMBER 1, 2023 3605-45-13 DEN HB INTERMOUNTAIN HOLDINGS LLC FEDERAL INSURANCE COMPANY SEPTEMBER 18, 2023 This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An lnsured Owners, Lessees Or Contractors -Completed Operations Liability lnsurance Form 80-02-8446 (Rev. 3-17) Under Who Is An Insured, the following provision is added. Persons or organizations shown in the Schedule are insureds; but they are insureds only with respect to their liability for bodily injury or property damage caused, in whole or in part, by your work at the applicable location described in the Schedule performed for such person or organization and included in the products-completed operations hazard. However, • the insurance afforded to such person or organization only applies to the extent permitted by law; and • if coverage provided to the person or organization is required by a contract or agreement, the insurance afforded to the person or organization will not be broader than that which you are required by such contract or agreement to provide for the person or organization. Schedule AS REQUIRED BY WRITTEN CONTRACT Additional lnsured -Owners, Lessees Or Contractors -Completed Operations, Schedu/ed continued Endorsement Page 1 DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 Liability Endorsement (continued) Liability lnsurance Form 80-02-8446 (Rev. 3-17) All other tenns and conditions remain unchanged. Authorized Representative Additional /nsured -Owners, Lessees Or Contractors -Completed Operations, Schedu/ed lastpage Endorsement Page2 DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 Liability Endorsement (continued) Liability lnsurance Form 80-02-2305 (Rev. 3-17) B. However, no person or organization is an insured for bodily injury or property damage occurring after: 1. all work, including materials, parts or equipment fumished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the person or organization shown in the Schedule at the applicable location described in the Schedule has been completed; or 2. that portion of your workout of which the in jury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations fora principal as part of the same project. Schedule Designated Owner, Lessee Or Contractor PERSONS OR ORGANIZATIONS THAI YOU ARE OBLIGATED, PURSUANT TOA CONTRACT OR AGREEMENT, TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY. All other terms and conditions remain unchanged. Authorized Representative Additional /nsured -Owners, Lessees Or Contractors -Ongoing Operations, Schedu/ed Endorsement lastpage Page2 DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 Liability lnsurance Endorsement Policy Period Effective Date Poficy Number lnsured Name of Company Date fssued SEPTEMBER 1, 2023 TO SEPTEMBER 1, 2024 SEPTEMBER 1, 2023 3605-45-13 DEN HB INTERMOUNTAIN HOLDINGS LLC FEDERAL INSURANCE COMPANY SEPTEMBER 18, 2023 This Endorsement applies to the following forms: GENERAL LIABil,ITY Who Is An lnsured Additional lnsured - Scheduled Person Or Organization Liability lnsurancs Form B0-02-2367 (Rev. 5-07) Under Who Is An lnsured, the following provision is added. Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for in jury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An lnsured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This !imitation does not apply to the liability for damages, loss, cost or expense for in jury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Additional lnsurad -Schadulad Parson Or Organization continuad Endorsement Page 1 DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 Liability Endorsement (continued) Conditions Other lnsurance - Primary, Noncontributory lnsurance -Scheduled Person Or Organization Liability lnsurancs Form 80-02-2367 (Rsv. 5-07) Under Conditions, the foliowing provision is added to the condition titled Other Insurance. If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule Persons or organizations that you are obligated, pursuant to a contract or agreement, to provide witb such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorizsd Rsprsssntativs Additional /nsured -Schedu/ed Person Or Organization tastpage Endorssmsnt Pags 2 DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 Liability lnsurance Endorsement Po/icy Period Effective Date Po/icy Number lnsured Name of Company Date lssued SEPTEMBER 1, 2023 TO SEPTEMBER 1, 2024 SEPTEMBER 1, 2023 3605-45-13 DEN HB INTERMOUNTAIN HOLDINGS LLC FEDERAL INSURANCE COMPANY SEPTEMBER 18, 2023 This Endorsement applies to the following forms: GENERAL LIABil.,ITY Conditions Transfer Or Waiver Of Rights Of Recovery Against Others Liabi/ity lnsurance Form 80-02-2362 (Rev. 4-01) Under Conditions, Transfer Or Waiver Of Rights Of Recovery Against Others, the following provision is added: However, we waive any right of recovery we may have against tbe designated person or organizatioo shown below because of payments we make for in jury or damage arising out of your ongoing operations or done under a contract witb tbat person or organization and included in tbe products-completed operations hazard. This waiver applies to tbe designated person or organization. Designated Person Or Organization PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT, TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY. DPR CONSTRUCTION, A GENERAL PARTNERSHIP, 5010 SHOREHAM PLACE, SAN DIEGO, CA 92122, THE STATE OF CALIFORNIA, THE TRUSTEES OF THE CALIFORNIA STA TE UNIVERSITY, THE UNIVERSITY. REFERENCE PROJECT: SDSU -FOWLER LOCKER ROOM RENOVATION, DPR PROJECT D1-A17035-05. DPR CONSTRUCTION, A GENERAL PARTNERSHIP, 5010 SHOREHAM PLACE, SAN DIEGO, CA 92122, UNIVERSITY OF SAN DIEGO Condition -Waiver Of Transfer Of Rights Of Recovery Endorsement continued Page 1 DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 Liability Endorsement (continued) Liabi/ity lnsurance Form 80-02-2362 (Rev. 4-01) REFERENCE PROJECT: USD-COPLEY LIBRARY RENOVATION DPR JOB#: DA-Al8037-00 DICKINSON CAMERON CONSTRUCTION COMPANY, 6180 INNOVATION WAY, CARLSBAD, CA 92009 BNBUILDERS, ILLUMlNA, INC., OWNER'S PROJECT MANAGER, OWNER'S REPRESENTATIVE, OWNER'S LANDLORD AND OWNER'S LENDER,C/O PAKER, SMITH & FEEK, ATIN: CERTIFICATE ANALYST 2233 112TH AVE NE BELLEVUE, WA 98004 TANAMERA CONSTRUCTION, LLC 5560 LONGLEY LN., SUITE 200, RENO, NV 89511 HEALING MlNDS TI PROJECT IN RPC BUSINESS PARK (BLDG 6). All other terms and conditions remain unchanged. Authorized Representative Condition -Waiver Of Transfer Of Rights Of Recovery Endorsement lastpage Page2 DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 Who Is An lnsured Vendors (continued) Lessors Of Equipment Lessors Of Premises Subsidiary Or Newly Acquired Or Formed Organizations Limitations On Who Is An lnsured Liability lnsurance Form 80-02-2000 (Rev. 4-01) Further, no person or organization from whom you have acquired your produets, or any container, ingredient or part entering into, accompanying or containing your produets, is an insured under this provision. Persons or organizations from whom you lease eguipment are insureds; but they are insureds only with respect to the maintenance or use by you of such eguipment and only if you are contractually obligated to provide them with such insurance as is afforded by this contract. However, no such person or organization is an insured with respect to any: • damages arising out of their sole negligence; or • occurrence that occurs, or offense that is committed, after the eguipment lease ends. Persons or organizations from whom you lease prernises are insureds; but they are insureds only with respect to the ownership, maintenance or use of that particular part of such prernises leased to you and only if you are contractually obligated to provide them with such insurance as is afforded by this contract. However, no such person or organization is an insured with respect to any: • damages arising out of their sole negligence; • occurrence that occurs, or offense that is committed. after you cease to be a tenant in the premises; or • structural alteration, new construction or demolition operations performed by or on behalf of them. If there is no other insurance available, the following organizations will qualify as named insureds: • a subsidiary organization of the first named insured shown in the Declarations of which, at the beginning of the policy period and at the time of loss, such first named insured controls, either directly or indirectly, more than fifty (50) percent of the interests entitled to vote generally in the election of the governing body of such organization; or • a subsidiary organization of the first named insured shown in the Declarations that such first named insured acquires or forms during the policy period, if at the time of loss such first named insured controls, either directly or indirectly, more than fifty (50) percent of the interests entitled to vote generally in the election of the governing body of such organization. A. Except to the extent provided under the Subsidiary Or Newly Acquired Or Formed Organizations provision above, no person or organization is an insured with respect to the conduct of any person or organization that is not shown as a named insured in the Declarations. B. No person or organization is an insured with respect to the: 1. ownership, maintenance or use of any assets; or 2. conduct of any person or organization whose assets, business or organization; Contract PageBof 32 Form: 16-02-0292 (Rev. 11-16)Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" COMMERCIAL AUTOMOBILE 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 This endorsement modifies the Business Auto Coverage Form. 1. EXTENDED CANCELLATION CONDITION Paragraph A.2.b. – CANCELLATION - of the COMMON POLICY CONDITIONS form IL 00 17 is deleted and replaced with the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. 2. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations As Insureds The Named Insured shown in the Declarations is amended to include: 1. Any legally incorporated subsidiary in which you own more than 50% of the voting stock 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 an “insured” under any other automobile policy; (b) That has exhausted its Limit of Insurance under any other policy; or (c) 180 days or more after its acquisition or formation by you, unless you have given us written 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. B. Employees as Insureds Paragraph A.1. – WHO IS AN INSURED – of SECTION II – LIABILITY COVERAGE is amended to add the following: d. Any “employee” of yours while using a covered “auto” you don’t own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. – WHO IS AN INSURED – of SECTION II – LIABILITY COVERAGE is amended to add the following: e. The lessor of a covered “auto” while the “auto” is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor; and (2) The “auto” is leased without a driver. Such leased “auto” will be considered a covered “auto” you own and not a covered “auto” you hire. However, the lessor is an “insured” only for “bodily injury” or “property damage” resulting from the acts or omissions by: 1. You; 2. Any of your “employees” or agents; or 3. Any person, except the lessor or any “employee” or agent of the lessor, operating an “auto” with the permission of any of 1. and/or 2. above. D. Persons And Organizations As Insureds Under A Written Insured Contract Paragraph A.1 – WHO IS AN INSURED – of SECTION II – LIABILITY COVERAGE is amended to add the following: f. Any person or organization with respect to the operation, maintenance or use of a covered “auto”, provided that you and such person or organization have agreed under an express provision in a written “insured contract”, written agreement or a written permit issued to you by a governmental or public authority to add such person or organization to this policy as an “insured”. However, such person or organization is an “insured” only: DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 Form: 16-02-0292 (Rev. 11-16)Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" (1) with respect to the operation, maintenance or use of a covered “auto”; and (2) for “bodily injury” or “property damage” caused by an “accident” which takes place after: (a) You executed the “insured contract” or written agreement; or (b) The permit has been issued to you. 3.FELLOW EMPLOYEE COVERAGE EXCLUSION B.5. - FELLOW EMPLOYEE – of SECTION II – LIABILITY COVERAGE does not apply. 4.PHYSICAL DAMAGE – ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. – TRANSPORTATION EXPENSES – of SECTION III – PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day for temporary transportation expense, subject to a maximum limit of $1,000. 5. AUTO LOAN/LEASE GAP COVERAGE Paragraph A. 4. – COVERAGE EXTENSIONS - of SECTION III – PHYSICAL DAMAGE COVERAGE is amended to add the following: c. Unpaid Loan or Lease Amounts In the event of a total “loss” to a covered “auto”, we will pay any unpaid amount due on the loan or lease for a covered “auto” minus: 1. The amount paid under the Physical Damage Coverage Section of the policy; and 2. Any: a. Overdue loan/lease payments at the time of the “loss”; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor: d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. We will pay for any unpaid amount due on the loan or lease if caused by: 1. Other than Collision Coverage only if the Declarations indicate that Comprehensive Coverage is provided for any covered “auto”; 2. Specified Causes of Loss Coverage only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered “auto”; or 3. Collision Coverage only if the Declarations indicate that Collision Coverage is provided for any covered “auto. 6. RENTAL AGENCY EXPENSE Paragraph A. 4. – COVERAGE EXTENSIONS – of SECTION III – PHYSICAL DAMAGE COVERAGE is amended to add the following: d.Rental Expense We will pay the following expenses that you or any of your “employees” are legally obligated to pay because of a written contract or agreement entered into for use of a rental vehicle in the conduct of your business: MAXIMUM WE WILL PAY FOR ANY ONE CONTRACT OR AGREEMENT: 1. $2,500 for loss of income incurred by the rental agency during the period of time that vehicle is out of use because of actual damage to, or “loss” of, that vehicle, including income lost due to absence of that vehicle for use as a replacement; 2. $2,500 for decrease in trade-in value of the rental vehicle because of actual damage to that vehicle arising out of a covered “loss”; and 3. $2,500 for administrative expenses incurred by the rental agency, as stated in the contract or agreement. 4. $7,500 maximum total amount for paragraphs 1., 2. and 3. combined. 7. EXTRA EXPENSE – BROADENED COVERAGE Paragraph A.4. – COVERAGE EXTENSIONS – of SECTION III – PHYSICAL DAMAGE COVERAGE is amended to add the following: e.Recovery Expense We will pay for the expense of returning a stolen covered “auto” to you. 8. AIRBAG COVERAGE Paragraph B.3.a. - EXCLUSIONS – of SECTION III – PHYSICAL DAMAGE COVERAGE does not apply to the accidental or unintended discharge of an airbag. Coverage is excess over any other collectible insurance or warranty specifically designed to provide this coverage. 9. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT - BROADENED COVERAGE Paragraph C.1.b. – LIMIT OF INSURANCE - of SECTION III - PHYSICAL DAMAGE is deleted and replaced with the following: b. $2,000 is the most we will pay for "loss" in any one "accident" to all electronic 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. 10. GLASS REPAIR – WAIVER OF DEDUCTIBLE DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 Form: 16-02-0292 (Rev. 11-16)Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" 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. 11. TWO OR MORE DEDUCTIBLES Paragraph D.- DEDUCTIBLE – of SECTION III – PHYSICAL DAMAGE COVERAGE is amended to add the following: If this Coverage Form and any other Coverage Form or policy issued to you by us 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; or 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. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Paragraph A.2.a. - DUTIES IN THE EVENT OF AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV - BUSINESS AUTO CONDITIONS is deleted and replaced with the following: a. In the event of “accident”, claim, “suit” or “loss”, you must promptly notify us when the “accident” is known to: (1) You or your authorized representative, if you are an individual; (2) A partner, or any authorized representative, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer, insurance manager, or authorized representative, if you are an organization other than a partnership or limited liability company. Knowledge of an “accident”, claim, “suit” or “loss” by other persons does not imply that the persons listed above have such knowledge. Notice to us should include: (1) How, when and where the “accident” or “loss” occurred; (2) The “insured’s” name and address; and (3) To the extent possible, the names and addresses of any injured persons or witnesses. 13. WAIVER OF SUBROGATION Paragraph A.5. - TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US of SECTION IV – BUSINESS AUTO CONDITIONS is deleted and replaced with the following: 5. We will waive the right of recovery we would otherwise have against another person or organization for “loss” to which this insurance applies, provided the “insured” has waived their rights of recovery against such person or organization under a contract or agreement that is entered into before such “loss”. To the extent that the “insured’s” rights to recover damages for all or part of any payment made under this insurance has not been waived, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after “accident” or “loss” to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. 14.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. – CONCEALMENT, MISREPRESENTATION or FRAUD of SECTION IV – BUSINESS AUTO CONDITIONS - is deleted and replaced with the following: If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not void coverage under this Coverage Form because of such failure. 15. AUTOS RENTED BY EMPLOYEES Paragraph B.5. - OTHER INSURANCE of SECTION IV – BUSINESS AUTO CONDITIONS - is amended to add the following: e. Any “auto” hired or rented by your “employee” on your behalf and at your direction will be considered an “auto” you hire. 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. 16. HIRED AUTO – COVERAGE TERRITORY Paragraph B.7.b.(5). - POLICY PERIOD, COVERAGE TERRITORY of SECTION IV – BUSINESS AUTO CONDITIONS is deleted and replaced with the following: (5) A covered “auto” of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 45 days or less; and 17.RESULTANT MENTAL ANGUISH COVERAGE Paragraph C. of - SECTION V – DEFINITIONS is deleted and replaced by the following: “Bodily injury” means bodily injury, sickness or disease sustained by any person, including mental anguish or death as a result of the “bodily injury” sustained by that person. DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 Policy #7818-8906 effective 9/1/2023 to 9/1/2024 Federal Insurance Co. DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 Supplementary Payments (continued) Coverage Territory Excess Fol/ow-Form CoverageA Umbrella Gaverage B Who Is An lnsured/ Excess Follow-Form CoverageA Who Is An lnsured/ Umbrella Coverage B Sole Proprietorships Partnerships Or Joint Ventures 6. interest on the full amount of a judgment that accrues after entry of the judgment and before we have paid, offered to pay or deposited in court the part of the judgment that is within the applicable Limit Oflnsurance. B. Supplementary Payments does not include any fine or other penalty. C. Supplementary Payments will not reduce the Limits Oflnsurance. Our obligation to make these payments ends when we have used up the applicable Limit Of Insurance. With respect to Excess Follow-Form Coverage A, this insurance applies anywhere that the applicable underlying insurance applies. With respect to Umbrella Coverage B, this insurance applies anywhere. With respect to Excess Follow-Form Coverage A, the foliowing persons and organizations qualify as insureds: • the Named lnsured shown in the Declarations; and • other persons or organizations qualifying as an insured in underlying insurance, but not beyond the extent of any limitation imposed under any contract or agreement. With respect to Umbrella Coverage B, the following persons and organizations qualify as insureds. Ifyou are an individual, you and your spouse are insureds; but you and your spouse are insureds only with respect to the conduct of a business ofwhich you are the sole owner. Ifyou die: • persons or organizations having proper temporary custody ofyour property are insureds; but they are insureds only with respect to the maintenance or use of such property and only for acts until your legal representative has been appointed; and • your legal representatives are insureds; but they are insureds only with respect to their duties as your legal representatives. Such legal representatives will assume your rights and duties under this insurance. Ifyou are a partnership (including a limited liability partnership) or ajoint venture, you are an insured. Y our members, your partners and their spouses are insureds; but they are insureds only with respect to the conduct ofyour business. Chubb Commercial Excess And Umbrella lnsurance Form 07-02-0815 (Rev. 7-01) Contract Page 6of32 Policy #7818-8906 effective 9/1/2023 to 9/1/2024 Federal Insurance CompanyDocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 CHUBB® Chubb Commercial Excess And Umbrella lnsurance Conditions Maintenance Of Underlying Failure to comply with this condition will not invalidate this insurance. But in the case of any Jnsurance And Underlying such failure, our obligation or liability will not exceed that which would have applied absent Limits any failure to comply with this condition. (continued) You must notify us as soon as practicable if any underlying insurance is no longer valid or in full force or effect. Other lnsurance Separation Of lnsureds Tit/es Of Paragraphs Transfer Of Rights And Duties Transfer Or Waiver Of Rights Of Recovery Against Others If other valid and collectable insurance is available to the insured for loss we would otherwise cover under this insurance, our obligations are limited as follows. This insurance is excess over any other insurance, whether primary, excess, contingent or on any other basis. W e will have no duty to defend the insured against any suit if any provider of any other insurance has a duty to defend such insured against such suit. We will pay only our share of the amount of loss, if any, that exceeds the sum of the total: • amount that all other insurance would pay for loss in the absence of this insurance; and • of all deductible and self-insured amounts under all other insurance. This insurance is not subject to the terms or conditions of any other insurance. Except with respect to the Limits Oflnsurance, and any rights or duties specifically assigned in this insurance to the first named insured, this insurance applies: • as if each named insured were the only named insured; and • separately to each insured against whom claim is made or suit is brought. The titles ofthe various paragraphs ofthis policy and endorsements, ifany, attached to this policy are inserted solely for convenience or reference and are not to be deemed in any way to limit or affect the provisions to which they relate. Y our rights and duties under this insurance may not be transferred without our written consent. However, if you die, then your rights and duties will be transferred to your legal representative, but only while acting within the scope of duties as your legal representative, or to anyone having temporary custody of your property until your legal representative has been appointed. W e will waive the right of recovery we would otherwise have had against another person or organization for loss to which this insurance applies, provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before loss. To the extent that the insured's rights to recover all or part of any payment made under this insurance have not been waived, 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. Chubb Commercial Excess And Umbrella lnsurance Form 07-02-0815 (Rev. 7-01) Contract Page 23of32 Conditions Transfer Or Waiver Of Rights Of Recovery Against Others (continued) When We Do Not Renew Any amount recovered will be apportioned as follows: •first, we shall receive all amounts recovered until we have been fully reimbursed for allamounts we have incurred, including costs or expenses of such recovery proceedings. •Then, you are entitled to claim for any further amount recovered. Ifwe decide not to renew this policy, we will mail or deliver to the first named insured stated in the Declarations written notice of the nonrenewal not less than sixty (60) days before the expiration date. If notice of nonrenewal is mailed, proof of mailing will be sufficient proof of notice. Chubb Commercial Excess And Umbrella Insurance Form 07-02-0815 (Rev. 7-01) Contract Page 24 of32 Policy #7818-8906 effective 9/1/2023 to 9/1/2024 Federal Insurance Company DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 43 03 05 (Ed. 7-00) WC 43 03 05 (Ed. 7-00) © Copyright 2000 National Council on Compensation Insurance, Inc. All Rights Reserved. Policy No.1253663 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Insured HENRIKSEN BUTLER DESIGN GROUP LLC Endorsement No. Premium Endorsement Effective 09/01/2023 249 S 400 E Salt Lake City, UT 84111-2631 WCF Mutual Insurance CompanyInsurance Company Countersigned by UTAH WAIVER OF SUBROGATION ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Utah is shown in Item 3.A. of the InformationPage. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce ourright against the person or organization named in the Schedule. (This agreement applies only to the extent that you performwork under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Our waiver of rights doesnot release your employees' rights against third parties and does not release our authority as trustee of claims against thirdparties. Schedule 1. WWaiver Type Blanket Any person or organization for whom the named insured has agreed by written contract to furnish this waiver. DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 ~ WC 00 03 13 (Ed. 4-84) © Copyright 1983–2006 National Council on Compensation Insurance, Inc. All Rights Reserved. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) Policy No.2211730 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Insured HENRIKSEN BUTLER DESIGN GROUP LLC Endorsement No. Premium Endorsement Effective 09/01/2023 249 S 400 E Salt Lake City, UT 84111-2631 WCF National Insurance CompanyInsurance Company Countersigned by WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 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.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule 1. Waiver Type Blanket A blanket waiver of subrogation is granted for all projects and contracts for the below named insured and its subsidiaries for all jobs requiring such a waiver in writing in all states excluding Texas listed under section 3A of your information page. DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 Policy Conditions Endorsement Po/icy Period Effective Date Po/icy Number lnsured Name of Company Date lssued SEPTEMBER 1, 2023 TO SEPTEMBER 1, 2024 SEPTEMBER 1, 2023 3605-45-13 DEN HB INTERMOUNTAIN HOLDINGS LLC FEDERAL INSURANCE COMPANY SEPTEMBER 18, 2023 This Endorsement applies to the following forms: COMMON POLICY CONDITIONS Conditions Notice Of Cancellation To Scheduled Persons Or Organizations When We Cancel Po/icy Conditions Form 80-02-9779 (Ed. 3-11) Under Conditions, the following condition is added. When we cancel this policy for any reason, other than non-payment of prernium, we will notify person(s) or organization(s) shown in the Schedule at least 30 days in advance of the cancellation date. Any failure by us to notify such person(s) or organization(s) will not: • impose any liability or obligation of any kind upon us; or • invalidate such cancellation. Schedule Person(s) or Organization(s): PER SCHEDULE CONTAINED IN UW filE Person(s) or Organization(s): WELLS FARGO EQUIPMENT FINANCE INC ATTN:INSURANCEDEPARTMENT Address: POBOX35702 BILLINGS, MT 59107 Notice Of Cancel/ation To Schedu/ed Persons Or Organizations (Except Non-Payment Of Premium) Endorsement continued Page 1 DocuSign Envelope ID: E5AF9EB9-8FEE-4CEE-93FC-D99E45A5FEC4 Conditions (continued) Po/icy Conditions Form 80-02-9779 (Ed. 3-11) All other tenns and conditions remain unchanged. Authorized Representative Notice Of Cancel/ation To Schedu/ed Persons Or Organizations (Except Non-Payment Of Premium) Endorsement lastpage Page2