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HomeMy WebLinkAbout6786 Docusign Envelope ID:729C5A43-306B-43B1-A58C-B26B16301794 GOODS AND SERVICES AGREEMENT THIS AGREEMENT, is entered into between the City of Bremerton, a Washington Municipal Corporation ("City"), and Key Code Media, Inc ("Vendor"), whose mailing address is: 6632 S 1914 Pl. Suite E102, Kent WA 98032 The parties agree as follows: L VENDOR SERVICES. The Vendor shall provide the following goods and materials and/or perform the following services for the City as provided in Quote No. 228847 version 4: LED Studio Lighting Fixtures and ancillary support equipment for Bremerton-Kitsap Access Television studio IL TIME OF COMPLETION. Vendor shall complete the work and provide all goods, materials and services within 30 calendar days from the date all parties have signed this Agreement. III. COMPENSATION. The City shall pay the Vendor the total amount of $40,847.80, including applicable Washington State Sales Tax, for the goods, materials and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: Payment in full within 30 days of delivery A. Defective or Unauthorized Work. The City reserves its right to withhold payment from Vendor for any defective or unauthorized goods, materials or services. If Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services on its own or from a third party, and Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct the cost to complete this Agreement, including any Additional Costs, from any and all amounts due or to become due the Vendor. IV. INDEPENDENT CONTRACTOR. Vendor is and shall be at all times acting as an independent contractor and not as an employee of the City. The Vendor shall secure at its expense, and shall be responsible for all payments of income tax, social security, state disability insurance compensation, unemployment compensation, and all other payroll deductions for the Vendor, officer, agents, employees and subcontractors. The Vendor shall also secure all applicable business licenses, if required, in connection with the contract services, including all required licenses for Vendor's officers, agents, employees and subcontractors. Page 1 of 8 Goods and Services Agreement Rev. 04/2023 Docusign Envelope ID:729C5A43-306B-43B1-A58C-B26B16301794 V. TERMINATION. The City may terminate this Agreement for good cause. "Good cause" shall include, without limitation, any one or more of the following events: A. The Vendor's refusal or failure to supply a sufficient number of properly skilled workers or proper materials for completion of this Agreement. B. The Vendor's failure to complete this Agreement within the time specified in this Agreement. C. The Vendor's failure to make full and prompt payment to subcontractors or for material or labor. D. The Vendor's failure to comply with federal, state or local laws,rules or regulations. E. The Vendor's filing for bankruptcy or becoming adjudged bankrupt. If the City terminates this Agreement for good cause, the Vendor shall not receive any further monies due under this Agreement until the goods, materials, and services required by this Agreement are completed and fully performed by the City or a third party of the City's choosing. VI. CHANGES. The City may issue a written change order for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines,for any reason,that a change order is necessary, Vendor must submit a written change order request to an authorized agent of the City within fourteen (14) calendar days of the date Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the change order work upon receiving either a written change order from the City or an oral order from the City before actually receiving the written change order. If the Vendor fails to require a change order within the time allowed, the Vendor waives its right to make any claim or submit subsequent change order requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment the Vendor must complete the change order work; however,the Vendor may elect to protest the adjustment as provided below: A. Procedure and Protest by the Vendor. If the Vendor disagrees with anything required by a change order, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor shall: 1. Immediately give a signed written notice of protest to the City; 2. Supplement the written protest within fourteen (14) calendar days with a written statement that provides the following information: a. The date of the Vendor's protest. Page 2 of 8 Goods and Services Agreement Rev. 04/2023 Docusign Envelope ID:729C5A43-306B-43B1-A58C-B26B16301794 b. The nature and circumstances that caused the protest. c. The provisions in this Agreement that support the protest. d. The estimated dollar cost, if any, of the protested work and how that estimate was determined. e. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. 3. The Vendor shall keep complete records of extra costs and time incurred as a result of the protested work. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all protests, provided the procedures in this section are followed. If the City determines that a protest is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. B. Vendor's Duty to Complete Protested Work. In spite of any protest, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. C. Vendor's Acceptance of Changes. The Vendor accepts all requirements of a change order by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. A change order that is accepted by Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). VII. CLAIMS. The Vendor shall give written notice to the City of all claims other than change orders within fourteen(14) calendar days of the occurrence of the events giving rise to the claims. Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement; or, if(and only if) no such provision is applicable, unless that claim is set forth in detail in writing and received by the City within seven (7) calendar days from the date Vendor knew, or should have known, of the facts giving rise to the claim. At a minimum, a Vendor's written claim must include the information set forth regarding protests in Section VI(A)(2)(a)-(e). FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM Page 3 of 8 Goods and Services Agreement Rev. 04/2023 Docusign Envelope ID:729C5A43-306B-43B1-A58C-B26B16301794 WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. Vendor must, in any event,file any claim or bring any suit arising from or connected with this Agreement within 120 calendar days from the date the contract work is complete. VIII. WARRANTY. The Vendor shall correct all defects in workmanship and materials within one year from the date of the City's acceptance of the contract work. When defects are corrected, the warranty for that portion of the work shall extend for one year from the date such correction is completed and accepted by the City. The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction. IX. INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this Agreement. Vendor's obligation to indemnify shall not extend to that portion of damages caused by the City's sole negligence. The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Vendor and the City, its officers, officials, employees, agents and volunteers,the Vendor's liability hereunder shall be only to the extent of the Vendor's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THIS INDEMNIFICATION CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. X. INSURANCE. The Vendor shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the contract work by the Vendor, its agents, representatives, employees or subcontractors. Before beginning work on the project described in this Agreement, the Vendor shall provide a Certificate of Insurance evidencing: Page 4 of 8 Goods and Services Agreement Rev. 04/2023 Docusign Envelope ID:729C5A43-306B-43B1-A58C-B26B16301794 A. Automobile Liability insurance with limits no loss than $1,000,000 combined aeeident for bodily injulay-and property damage; and B. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and $2,000,000 aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; and employer's liability. C. Excess Liability insurance with limits not less than $1,000,000 limit per occurrence and aggregate. D. Profe.zional Liability insurance with limits no loss than $1,000,000 limit per occurrence/claim. E. Workers Compensation insurance as statutorily required by the Industrial Insurance Act of the State of Washington, Title 51, Revised Code of Washington and employer's liability with limits not less than $1,000,000. Any payment of deductible or self-insured retention shall be the sole responsibility of the Vendor. All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required), which shall be provided on a"claims-made"basis. The City shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Vendor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies. The Vendor's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The Vendor's insurance shall be primary and non-contributory insurance as respects the City and shall contain a waiver of subrogation against the City for claims arising out of any operations, liabilities and obligations to which coverage applies. It shall be an affirmative obligation upon Vendor to advise the City's Risk Manager by fax at(360)473-5161,or by certified mail, return receipt requested to City of Bremerton, Attn: Risk Management, 345 6th Street, Suite 100, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change of any insurance policy required herein, and failure to do so shall be construed to be a breach of this Agreement. The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. Page 5 of 8 Goods and Services Agreement Rev. 04/2023 Docusign Envelope ID:729C5A43-306B-43B1-A58C-B26B16301794 XI. MISCELLANEOUS. A. Licenses and Taxes. Vendor shall possess a current Bremerton Business License and any regulatory license required to fulfill Vendor's obligations under this Agreement. B&O taxes shall be paid when due, and Vendor, by this Agreement, assigns any payments due under this Agreement to the City Clerk for payment of such taxes which have been declared delinquent. B. Conflict and Precedence. In the event of a conflict between the contract documents, the document which rates higher on the following list shall take precedence: 1. Amendments/ Change Orders to Goods and Services Agreement 2. Goods and Services Agreement 3. Specifications 4. Terms and Conditions 5. Vendor's Proposal C. Documents Incorporated by Reference. The following documents are incorporated by reference, including but not limited to: 1. Terms and Conditions, 2. Specifications, 3. Proposal, and 4. Non-Collusion Affidavit. D. Use of Photographs and Images. Vendor shall not use or distribute photographs or images depicting City officials, personnel, property, or equipment whether prepared by Vendor or provided by City without prior written consent of the City. The City will not unreasonably withhold its consent. E. Equal Employment Opportunity Statement. In the hiring of employees for the performance of work under this Agreement, the Vendor, its subcontractors, or any person acting on behalf of Vendor shall not discriminate in any employment practice on the basis of age (40+), sex, race, creed, color, national origin, sexual orientation/gender identity, marital status, military status, or the presence of any physical, mental or sensory disability. F. ADA Statement. The City of Bremerton does not discriminate on the basis of disability in programs and activities, which it operates pursuant to the requirements of the Americans with Disabilities Act of 1990, and ADA Amendments Act. This policy extends to both employment and admission to participation in the programs, services and activities of the City of Bremerton. Reasonable accommodation for employees or applicants for employment will be provided. G. Compliance with Laws. Vendor shall comply with all federal, state and local laws, rules and regulations throughout every aspect in the performance of this Agreement. H. Prevailing Wages. Vendor shall file a "Statement of Intent to Pay Prevailing Wages"with the State of Washington Department of Labor& Industries prior to commencing the Page 6 of 8 Goods and Services Agreement Rev. 04/2023 Docusign Envelope ID:729C5A43-306B-43B1-A58C-B26B16301794 contract work. Vendor shall pay prevailing wages and comply with Chapter 39.12 of the Revised Code of Washington, as well as any other applicable prevailing wage rate provisions. The latest prevailing wage rate revision issued by the Department of Labor and Industries is attached. L Work Performed at Vendor's Risk. Vendor shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of this Agreement. All work shall be done at Vendor's own risk, and Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. J. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Washington. If any dispute arises between the City and Vendor under any of the provisions of this Agreement, resolution of that dispute shall be available exclusively under the jurisdiction, venue and rules of the Kitsap County Superior Court, Kitsap County, Washington. K. Attorney's Fees. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall be responsible for payment of its own legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit; however, nothing in this subsection shall limit the City's right to indemnification under Section IX of this Agreement. L. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed below, unless otherwise notified. Any written notice shall become effective upon delivery, but in any event three (3) calendar days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement. Notices to be sent to: Notices to be sent to: CITY: VENDOR: Attn: Michael Spencer Attn: City of Bremerton Key Code Media 345 6th Street, Suite 100 6632 S 191' PI Suite E102 Bremerton, WA 98337-1891 Kent, WA 98032 M. Assignment. Any assignment of this Agreement by the Vendor without the written consent of the City shall be void. N. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Vendor. O. Severability. If any one or more sections, subsections, or sentences of this Page 7 of 8 Goods and Services Agreement Rev. 04/2023 Docusign Envelope ID:729C5A43-306B-43B1-A58C-B26B16301794 Agreement are held to be unconstitutional or invalid, that decision shall not affect the validity of the remaining portion of this Agreement and the remainder shall remain in full force and effect. P. Suspension & Debarment. For contracts involving Washington State or Federal funding, Vendor hereby certifies, by signing this agreement, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Washington State, Federal department, or agency. Vendor shall provide immediate written notice to the City if at any time it learns that it is or has become ineligible for certification. Should Vendor enter into a covered transaction with another firm, Vendor agrees by signing this agreement that it will verify that the firm with whom it intends to do business is not debarred, suspended, ineligible, excluded or disqualified. Q. Entire Agreement. The written provisions and terms of this Agreement, together with any attached Exhibits, supersede all prior verbal statements by any representative of the City, and those statements shall not be construed as forming a part of or altering in any manner this Agreement. This Agreement and any attached Exhibits contain the entire Agreement between the parties. Should any language in any Exhibit to this Agreement conflict with any language contained in this Agreement,the terms of this Agreement shall prevail. IN WITNESS WHEREOF,the parties below have executed this Agreement. CITY: VENDOR: CITY OF BREMERTON Key Code Media, Inc. f--Signed by: By: By. —iAF4bJ&r ,41 ee I er MarkSie el Prim Name: Print Name: g Its: ayor Its: VP Business Development Date: 11/6/2024 Date: 11/4/2024 APPROVED AS TO FORM: ATTEST: Signed by: "—Signed by: By: ll tf�dkad, ' kr By: Q. , ('�bekta' beX bt83s1bu4nz._ '- I 1 KYLIE J. FINNELL, Bremerton City Attorney ANGELA 14•t 4 t1Q,F City Clerk R:1Lega1\Legal\FormsIFORMS ON COBWEB\Goods and Services Agreement Rev.04 2023.docx Page 8of8 Goods and Services Agreement Rev. 04/2023 Docusign Envelope ID:729C5A43-306B-43B1-A58C-B26B16301794 Key Code Media, Inc. -Washington 6632 S 191st PI. Suite E102 Kent, WA 98032 206-870-0244 www.keycodemedia.com „py MEDIA Litepanels Gemini Quote#228847 Version 4 Prepared for: Bremerton Kitsap Access TV Prepared by: Mark Siegel Docusign Envelope ID:729C5A43-306B-43B1-A58C-B26B16301794 Sales Quotation •awl/ Litepanels Gemini Quote#228847 v 4 p MEDIA Prepared for: Bremerton Kitsap Access TV Oct 9, 2024 Equipment •. -. • Manufacturer Description Price Ext. Price 1 940-2311 Litepanels Gemini 2X1 Hard RGBVWV LED Panel Pole 5 $4,468.75 $22,343.75 e Operated Yoke, US Power Cable), Includes: Litepanels Gemini 2x1 Hard RGBVWV Fixture with integrated power supply, Pole Operated Yoke with Junior Pin,3m US powerCON cable 2 945-2311 Litepanels Gemini 1x1 Hard RGBVWV LED Panel(Pole-Operated Yoke, 4 $2,132.81 $8,531.24 US Powe , Includes: Litepanels Gemini 1x1 Hard RGBVWV LED Panel, Pole-Operated Yoke, Ultra Light and Dome Diffusers, US Power Cable, Limited one-year warranty,extend to a total of two years with product registration 3 900-3717 Litepanels Snapgrid 40 deg Eggcrate for Gemini 1x1 Fixture 4 $265.00 $1,060.00 Snapgrid 40 deg Eggcrate for Gemini 1x1 Fixture, SnapGrid 40 degree eggcrate,fits directly on front of Gemini 1x1 4 410-0086 Litepanels Cable Assembly,Gemini 2x1, US AC Power Thru 2 $87.00 $174.00 For connecting(daisy chain)up to 4 Gemini 2x1 Panels using 115V Power 5 JASTAGECL Jands Jands Stage CL Lighting Console 512-Channel with Edison 1 $1,530.50 $1,530.50 Powe 6 SBRLS DopChoice SNAPBAG®Lantern 5'for RABBITEARS®w/Storage Bag 1 $1,247.00 $1,247.00 7 SRER DopChoice RABBIT-EARS®Rectangular 1 $525.00 $525.00 8 SREV22A DopChoice RABBIT-EARS®Adapter for Gemini 2x1/Dual Array 2x1 & 1 $135.00 $135.00 Velvet 9 SC-07 Chauvet Chauvet Safety Cable 9 $8.12 $73.08 10 427B-4 MANFROTTO Telescopic Operating Pole-4.6-13'(1.4-4 m) 1 $369.23 $369.23 11 DMX-SXM-CATS SESCOM Sescom DMX-SXM-CATS C-Point Series 5-Pin XLR Male to 10 $11.68 $116.80 RJ45 Adapter Sescom DMX-SXM-CATS C-Point Series 5-Pin XLR Male to RJ45 Adapter 12 DMX-SXF-CATS SESCOM Sescom 5-Pin XLR Female to RJ45 DMX Adapter 10 $11.68 $116.80 13 DMXSPT-S KOPUL Kopul DMXSPT-S 5-Pin DMX Terminator 1 $6.61 $6.61 14 PL520520 Connetk Conntek PL520520 NEMA L5-20P to NEMA 5-15/20R Pigtail 9 $14.60 $131.40 Adapte Quote#228847 v 4 Oct 9, 2024 Page: 2 of 4 Docusign Envelope ID:729C5A43-306B-43B1-A58C-B26B16301794 Sales Quotation •41111Iiir Lite panels Gemini Quote#228847 v 4 p MEDIA Prepared for: Bremerton Kitsap Access TV Oct 9, 2024 Equipment 'art# Manufacturer escription Price Ext. Pri 15 429619 MATTHEWS MATTHEWS 429619 PIPE CLAMP,JR 9 $69.00 $621.00 MATTHEWS 429619 PIPE CLAMP,JR $36,981.41 Quote#228847 v 4 Oct 9, 2024 Page: 3 of 4 Docusign Envelope ID:729C5A43-306B-43B1-A58C-B26B16301794 Sales Quotation 0 4. Litepanels Gemini Quote#228847 v 4 : DIA Prepared for: Bremerton Kitsap Access TV Oct 9, 2024 Litepanels Gemini -_,,,� 10,, Prepared by: BiliTo: ShipTo: Quoteinformation: J � Key Code Media, Inc. - Bremerton Kitsap Access TV Bremerton Kitsap Access TV Quote#: 228847 `'-=-g_ -• Washington ,... Mark Siegel 7266 Tibardis Rd NW 7266 Tibardis Rd NW Version: 4 t _.,� 206-890-2598 Bremerton,WA 98311 Bremerton, WA 98311-8997 Delivery Date: 10/09/2024 dil '' msiegel@keycodemedia.com Michael Spencer Michael Spencer Expiration Date: 11/14/2024 i 360-308-0139 360-308-0139 Terms: Net 30 Days michael.spencer@ci.bremerton. michael.spencer@ci.bremerton wa.us .wa.us Quote Summary Description II ount Equipment $36,981.41 Subtotal: $36,981.41 Shipping: $425.00 Estimated Tax: $3,441.39 Total: $40,847.80 This Sales Quote ("SO") incorporates the Terms and Conditions found at http://www.keycodemedia.com/terms/salesorder( T&C") and constitutes an offer or counter-offer, as applicable, by Key Code Media, Inc. or Burst Communications ("Seller"). This SO, including the T&C incorporated therein, shall become binding on the buyer listed herein ("Buyer")on the earliest of Buyer's: (i) acknowledgement hereof; or(ii) receipt of any goods and/or services ordered hereunder. No Buyer acknowledgement form, purchase order, or other document shall modify the SO or the T&C. Key Code Media, Inc. - Washington Bremerton Kitsap Access TV y . Signed by: Signature: Signature: V -S-PrE.SQ-ADE•14e,64-13.B... Name: Mark Siegel Name: Michael Spencer Title: VP Business Development Date: 11/7/2024 Date: 10/09/2024 Quote#228847 v 4 Oct 9, 2024 Page: 4 of 4 Docusign Envelope ID:729C5A43-306B-43B 1-A58C-B26B 16301794 . ACRD CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) ‘........--- 12/29/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Kong Kiatoukaysy NAME: Hays Companies,Inc.,a Brown&Brown Company PHONE (612)333-3323 FAX (A/C,No,Ext): (A/C,No): 80 South 8th Street E-MAIL Kong.Kiatoukaysy@bbrown.com ADDRESS: Suite 700 INSURER(S)AFFORDING COVERAGE NAIC# Minneapolis MN 55402 INSURER A: Radnor Specialty Insurance Company INSURED INSURER B: Key Code Media,Inc. INSURER C: 270 S.Flower Street INSURER D: INSURER E: Burbank CA 91502 INSURER F: COVERAGES CERTIFICATE NUMBER: CL23122947586 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IPOLICY EFF POLICY EXP NSR ADDTYPE OF INSURANCE INSD WVDSUBR POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS LTR INSD WVD ( ) ( ) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ POLICY PRO-JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Professional/Tech.E&O and Cyber Risk A DPS5002457B 12/28/2023 12/28/2024 Aggregate Lmt $3,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Evidence of Insurance ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 1 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DATE(MM/DD/YYYY) ACORO° CERTIFICATE OF LIABILITY INSURANCE 11/10/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Jessica Lund Burnham WGB Insurance Solutions PHONE FAX CA Insurance License 0F69771 (A/C,No,Ext): 714-824-8366 (A/C,No):714-573-1770 15901 Red Hill Avenue ADODRESS: jessica.lund@wgbib.com Tustin CA 92780 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Travelers Property Casualty Co 25674 INSURED INSURER B: Key Code Media, Inc. 270 S. Flower St. INSURER C: Burbank, CA 91502 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1478294055 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY ZLP51N07015 11/12/2023 11/12/2024 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY BA8M837347 11/12/2023 11/12/2024 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED x NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) A X UMBRELLA LIAB X OCCUR CUP8M853869 11/12/2023 11/12/2024 EACH OCCURRENCE $6,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $6,000,000 DED RETENTION$ $ A WORKERS COMPENSATION UB8M849611 11/12/2023 11/12/2024 X PER OTH- AND EMPLOYERS LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) FOR INFORMATIONAL PURPOSES ONLY CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. FOR INFORMATIONAL PURPOSES ONLY AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD