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HomeMy WebLinkAboutPerformance LLC - 2024-12-01 (2) SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND 02X HUMAN PERFORMANCE LLC FOR PHYSICAL HEALTH & WELLNESS PROGRAM SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California,hereinafter called"City," and 02X Human Performance, LLC., hereinafter referred to as "Contractor." Recitals A. The City desires to retain a Contractor having special skill and knowledge in the field of physical health and wellness. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. Contractor entered into a Consultant Agreement with the Metropolitan Washington Council of Governments on or about December 15, 2022, referred to as "Contract#23-015". City desires to "piggyback" on the Metropolitan Washington Council of Governments' Contract pursuant to HBMC Section 3.02.190(C)(2), and unless otherwise noted, contained in this Agreement, or in conflict with this Agreement, the Parties wish to be bound by the same terms and conditions as the Metropolitan Washington Council of Governments. D. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a comparable company or firm,in the field. Contractor has been selected to perform these services pursuant to Huntington Beach Municipal Code Chapter 3.02. NOW, THEREFORE, it is agreed by City and Contractor as follows: 1. Scope of Services Contractor shall provide all services as described in Exhibit"A,"which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the"Project." Contractor hereby designates Nick Westendorf, who shall represent it and be its sole contact and agent in all consultations with City during the performance of this Agreement. 24-15462/361811 1 2. City Staff Assistance City shall assign a staff coordinator to work directly with Contractor in the performance of this Agreement. 3. Compensation a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit"B." The total sum to be expended under this Agreement, shall not exceed Two Hundred Sixty-Six Thousand Seven Hundred Eighty Dollars ($266,780.00) during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. c. Contractor shall be paid pursuant to the terms of Exhibit"B." 4. Term Time is of the essence of this Agreement. The services of Contractor are to commence December 1, 2024, or as soon as practicable after the execution of this Agreement by City (the"Commencement Date") and terminate June 30, 2026, unless terminated earlier in accordance with the provisions of this Agreement. Contract may be extended for 2 additional one-year periods if mutually agreed to in writing by both parties. The time for performance of the tasks identified in Exhibit"A" are generally to be shown in Exhibit"A." This schedule and Term may be amended to benefit the Project if mutually agreed to in writing by City and Contractor. In the event the Commencement Date precedes the Effective Date, Contractor shall be bound by all terms and conditions as provided herein. 5. Extra Work In the event City requires additional services not included in Exhibit"A" or changes in the scope of services described in Exhibit"A," Contractor will undertake such work only after receiving written authorization from City. Additional compensation for such extra work shall be allowed only if the prior written approval of City is obtained. 6. Disposition of Plans,Estimates and Other Documents Contractor agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, date or programs, maps, memoranda, letters and other documents, shall belong to City, and Contractor shall turn these materials over to 24-15462/361811 2 City upon expiration or termination of this Agreement or upon Project completion, whichever shall occur first. These materials may be used by City as it sees fit. 7. Hold Harmless Contractor hereby agrees to protect, defend, indemnify and hold harmless City, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all claims, damages, losses, expenses,judgments, demands and defense costs, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to Contractor's employees and damage to Contractor's property, arising directly or indirectly out of the obligations or operations herein undertaken by Contractor, caused in whole or in part by any negligent act or omission of the Contractor, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Contractor will conduct all defense at its sole cost and expense and City shall approve selection of Contractor's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 8. Workers Compensation Insurance Pursuant to California Labor Code Section 1861, Contractor acknowledges awareness of Section 3700 et seq. of this Code, which requires every employer to be. insured against liability for workers' compensation; Contractor covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Contractor shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. Contractor shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. Contractor shall furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and Contractor shall similarly require all subcontractors to waive subrogation. 9. General Liability Insurance In addition to the workers' compensation and employer's liability insurance and Contractor's covenant to defend, hold harmless and indemnify City, Contractor shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage covering the Project/Service. This policy shall indemnify Contractor, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out of or in connection with the Project/Service, and shall provide coverage in not less than the following amount: combined single limit bodily 24-15462/361811 3 injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit,the aggregate limit must be no less than One Million Dollars ($1,000,000) for this Project/Service. This policy shall name City, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Project/Service shall be deemed excess coverage and that Contractor's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a self- insured retention, or a"deductible" or any other similar form of limitation on the required coverage. 10. Automobile Liability Insurance Contractor shall obtain and furnish to City an automotive liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for Contractor's automotive liability in an amount not less than One Million Dollars ($1,000,000.00)per occurrence and a separate "Additional Insured Endorsement"page listing both the policy number and naming the "City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers" as additional insured on the endorsement. The above-mentioned insurance shall not contain a self-insured retention, "deductible" or any similar form of limitation on the required coverage except with the express written consent of City. 11. Certificate of Insurance Prior to commencing performance of the work hereunder, Contractor shall furnish to City a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: a. provide the name and policy number of each carrier and policy; b. state that the policy is currently in force; and c. promise that such policy shall not be suspended,voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however,ten(10) days' prior written notice in the event of cancellation for nonpayment of premium. Contractor shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by City. This requirement for carrying the foregoing insurance coverage shall not derogate from Contractor's defense, hold harmless and indemnification obligations as set forth in 24-15462/361811 4 this Agreement. City or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. Contractor shall pay, in a prompt and timely manner,the premiums on the insurance hereinabove required. 12. Independent Contractor Contractor is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of City. Contractor shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for Contractor and its officers, agents and employees and all business licenses, if any, in connection with the Project and/or the services to be performed hereunder. 13. Conflict of Interest Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 14. Termination This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment,the Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents the City's use thereof for such purposes as the City'deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. Exclusivity and Amendment This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto,the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to,the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, 24-15462/361811 5 orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 16. Assignment Inasmuch as to this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment,transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 17. City Employees and Officials Contractor shall employ no City official nor any regular City employee in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 18. Notices Any notices, certificates, or other communications hereunder shall be given either by personal delivery to Contractor's agent(as designated in Section 1 hereinabove) or to City as the situation shall warrant, or by enclosing the same in a sealed envelope,postage prepaid, and depositing the same in the United States Postal Service, to the addresses below. City and Contractor may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U.S. certified U.S. certified mail-return receipt requested: To City: Contractor: City of Huntington Beach 02X Human Performance Attn: Police Chief Attn: Nick Westendorf 2000 Main Street 1 Mill Wharf Plaza, Unit S12 Huntington Beach, CA 92648 Scituate, MA 02066 19. Consent When City's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transactions or event. 24-15462/361811 6 20. Modification No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 21. Section Headings The titles, captions, section,paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 22. Interpretation of this Agreement The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 23. Duplicate Original The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 24. Immigration Contractor shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 24-15462/361811 7 25. Legal Services Subcontracting Prohibited Contractor and City agree that City is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. Contractor understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for City; and City shall not be liable for payment of any legal services expenses incurred by Contractor. 26. Confidentiality Contractor recognizes that in the performance of its duties under this Agreement, it must conduct its activities in a manner designed to protect information of a sensitive nature from improper use or disclosure. Contractor warrants that it will use reasonable efforts consistent with practices customary in the facilities management industry in recruiting,training and supervising employees and in otherwise performing its duties hereunder in order to achieve this result. In the furtherance of this, Contractor agrees, at the request of the City,to require its employees to execute written undertakings to comply with the foregoing confidentiality provision. 27. Discrimination Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion,termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 28. Jurisdiction—Venue This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 29. Professional Licenses Contractor shall,through the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Huntington Beach and all other governmental agencies. 24-15462/361811 8 Contractor shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals,waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 30. Attorney's Fees In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement'or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party. 31. Survival Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 32. Governing Law This Agreement shall be governed and construed in accordance with the laws of the State of California. 33. Signatories Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 34. Entirety (a) The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement warranty, fact or circumstance not expressly set forth in this Agreement. (b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 24-15462/361811 9 35. Effective Date IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the Mayor. This Agreement shall expire when terminated as provided herein. CONTRACTOR CITY OF HUNTINGTON BEACH, a 02X HUMAN PERFORMANCE,LLC municipal corporation of the State of Califo `ir:116 014 By: ��' 1 Z:),44fi ()"'6— Mayor Brice Long, COO Print name ITS: (circle one)Chairman/President/ / , -, � Vice President �rtAtit , d City Clerk 12/421t AND By: /°a4z.171icett&affv INITIATED AND APPROVED: Print name C--e 6. -ITS: (circle one) Secretary/Chief Financial „., Officer/Asst. Secretary-Treasurer Police Chief Paul McCullough, Managing Partner APPROVED AS TO s -+'' : oy `4d / ity Attorney—a"— '. VIEWED AND APPROVED: City Manage 24-15462/361811 10 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) SEE ATTACHED EXHIBIT A B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: C. CITY'S DUTIES AND RESPONSIBILITIES: 1. 2. D. WORK PROGRAM/PROJECT SCHEDULE: Surfnet Exhibit A EXHIBIT A 02X Human Performance O4A ® 1 Mill Wharf Plaza Unit S12 Scituate,MA 02066 HUMAN PERFORMANCE ATTACHMENT 1: SERVICE DESCRIPTIONS ITEM 1: INTEGRATED SPECIALIST PROGRAM OzX INTEGRATED SPECIALIST PROGRAM 7:-'17111Yr° 00..... ,,p, ti it ,i , . _ , ..,__ __: ._1 ...,\-\ I csoccasmi 7 , 9 �� r- ilia it iMEEMEME: �. lied ON-SITE 02X CONNECT ASSESSMENTS& CLIENT SERVICES SPECIALISTS INTEGRATED TECH REPORTING TEAM • Fully vetted&certified • Remote support • 02X leverages data to • Provides support for elite human performance including the admin develop insights into the all aspects of the professionals platform,mobile app health and performance Integrated Specialist stationed on-site at an and web-based portal of your organization Program organization • Includes custom • Conduct needs • Includes program • Optimize the mental, programming,workouts analyses;track program implementation physical,and emotional and coaching,and impact and return on roadmapping,reach- health of members reach-back support from Investment;and develop back for the On-Site our network of Human an informed roadmap for Specialist,leadership • Increase member Performance Specialists program growth communications,and productivity and deliverable creation longevity • Program Managers • Athletic Trainers • Physical Therapists • Strength&Conditioning I cannot overstate how beneficial this program is for our Coaches department. The 02X staff and program provide value • Registered Dietitians that far exceeds anything else I've experienced. • Mental Performance &Behavioral Health Specialists and more Integrated Specialist Programs can range from a single On-Site Specialist to a full team all backed by the power of O2X. 02X Integrated Specialist Programs reflect our relentless dedication to embedding successful resources within organizations. 02X delivers a full-service human performance platform that supports our on-site personnel with access to company leadership, a dedicated client manager, a network of hundreds of human performance specialists, as well as administrative support. 4 02X Human Performance 1 Mill Wharf Plaza Unit S12 DI( Scituate,MA 02066 HUMAN PERFORMANCE Program Objectives • Drive impact of the human performance initiatives through seamless integration • Increase readiness, resilience, retention, and recruitment of the force • Engage workforce in improving mental and physical health • Facilitate in-person trainings, virtual resources, assessments, and analysis • Provide plans for achieving performance goals individualized to members' specific health needs • Implement personalized engagement and incentives for program adoption • Expand upon successful methods to increase outcomes organizational wide • Assist members restricted to light duty with focused improvement plans to return to duty • Optimize the mental and physical health and increase productivity • Expand the longevity of members at work and at home • Reduce occurrences of preventable on-duty injuries • Provide 02X resources and access to the nationwide network of 02X specialists • Cost savings associated with fewer injuries and wellness related leave • Assist in fostering a culture of excellence and continuous improvement • Report tangible results and metrics tracking effectiveness of health and wellness initiatives Together,the 02X team in the field and headquarters staff work to guarantee each Integrated Specialist Program delivers positive impact through: a. On-Site Specialists b. 02X Connect": Integrated Tech Resources c. Assessments and reporting d. Client Service Team a. ON-SITE SPECIALIST The 02X On-Site Specialists will serve as subject matter experts and utilize their education, experience, and entire 02X specialist network to design and implement programs that prepare tactical athletes for the rigors of their professions. These experts incorporate elements of nutrition, fatigue management and sleep science, stress mitigation, sports psychology, and resilience (the O2X EAT SWEAT THRIVE® model) into training members. Each specialist selected will be sourced, hired,trained, and employed by 02X and will operate with the backing of the entire 02X network of subject matter experts and support staff. Utilizing an expansive existing network of human performance specialists, 02X will recruit top tier talent for the On-Site Specialist role located at a client location. This selection effort will target On-Site Specialists that possess the key blend of relevant experience, education, and credentials, as well as the interpersonal skills required to have a substantial impact on the future of the organization. On-site team members are expected to carry themselves with the highest levels of professionalism while serving as leaders and role models in the organizations where they are placed. Further, any personnel in this role will have undergone additional O2X internal training in preparation for working with tactical athletes and the specific organization with which they will be placed. 5 02X Human Performance 1 Mill Wharf Plaza Unit S12 Z� Scituate,MA 02066 HUMAN PERFORMANCE Based on the type(s) of On-Site Specialist selected, 02X will provide a full-time specialist (1920 hours annually) dedicated to improving readiness of the organization. The specialist(s)will possess requisite education and certification for specialty and role: o Injury Risk Reduction and Recovery Specialist: Athletic Trainer (AT) o Mental Performance Specialist Injury Risk Reduction and Recovery Specialist(AT) • Provide a full-time trained and certified Athletic Trainer specializing in injury risk reduction, management, and recovery • Possess requisite education and certification for specialty and role such as: o Injury prevention and recovery specialist: minimum of a Masters degree in relevant field and Athletic Trainer Certification (ATC) • Develop physical recovery and injury prevention specific training programs and disseminate to personnel • Lead group and individual physical training and recovery sessions • Work with leadership to facilitate readiness across all members to increase job performance, retention, and recruitment • Drop-in performance and assessment opportunities to provide program overviews, educational briefings, training sessions, and access to resources to individual members as requested b. 02X Connect'': Integrated Tech Resources (included under Integrated Specialist Program) Access to the entire suite of virtual resources for organizational members is a key component of the 02X Human Performance Program. 02X Human Performance utilizes 02X Connect'', an integrated tech platform, to provide clients with access to resources that support the program in any location. 02X Connect'' allows the On-Site Specialist to communicate with members in any location and provide customized programs and resources. Together with the mobile app and web portal, 02X On-Site Specialists are able to provide a robust amount of human performance content from all areas of the EAT SWEAT THRIVE® curriculum and continued access to our subject matter experts. Highlighted below are a few of the many features in the O2X virtual membership: 02X Connect-Admin Platform: Provides On-Site Specialists the ability to efficiently coach and ,e-:�„. communicate with members. Using an online portal r. —j3_- controlled by the On-Site Specialists, content is shared 10 �, �. and assigned organization-wide or directly to individual =wEpm, °"'- E.t e,;n members. This allows On-Site Specialists to track 'C Amor _} individuals' progress and remotely guide their training. �;,; Other features include: — • Interactive calendar that displays the On-Site Specialist schedules u • Messaging center where members can communicate directly with their On-Site Specialist 6 D02X Human Performance 1 Mill Wharf Plaza Unit S12 Z� ® Scituate, MA 02066 HUMAN PERFORMANCE • Access to a dashboard feed where the On-Site Specialists will share links, articles, videos, etc. *Additional administrative accounts can be added for members of the department based on size and need- the typical recommendation is 1 administrative account per 100 members of the organization. 02X Mobile& Web Application Features for Users: 1%BETTER EVERY DAY EAT° SWEAT • THRIVE, Build,healthy'nn,ita and.stay on, ° 77 °track to.inareaw.career longeyity Recipes to fuel ph/steal bnadh programs desjgnod to rnduca a RedUce Shess Land buildniOntal ,° and personal wellness and cognitive performance ° injury and in prnvd.canditianii,#g restlfencp Vyith custom tools �'' .° • .and programs. ° . peeo.pme+adherw ° Y.. ..,p+ a Recipes:The app provides healthy recipes for fueling physical health and cognitive performance. When members select a recipe,they are presented with a full ingredient list, as well as directions on how to complete the recipe. Many recipes also include instructional videos. SWEAT Plans: SWEAT Plans are periodized workout programs, designed to build strength, reduce injury risk, and improve conditioning specific for your job. Explore hundreds of plans or view recommended ones based on the results of a brief survey. Workout Generator:The workout generator provides members the ability to quickly and efficiently find an individual workout that matches their interests, equipment, and goals. Members can then begin the workout, save it, or scroll hundreds of workouts until they find one they like. THRIVE Exercises: Guided Sleep, Breathe, and Meditate tools, as well as yoga classes led by our expert 02X Yoga Specialists. THRIVE Plans:THRIVE Plans are long term programs, meant to help members enhance recovery, build resilience, manage stress, and optimize mental health. Assessments:The Assessments section provides members with physical and performance assessments, to include physical training tests complete with current standards from various tactical athlete professions. Test yourself against benchmarks from all over the tactical community. Reporting/Tracking: Upon completion of the 02X Readiness Assessment' and assessments/surveys in the App, members receive individualized reports with O2X Specialists' suggested goals for improvements. By selecting "View Results in Portal", members can see their current scores compared to their past attempts, as well as how they stack up against the standards. 7 02X Human Performance OZ- ® 1 Mill Wharf Plaza Unit S12 HUMAN PERFORMANCE Scituate,MA 02066 Ask an Expert: "Ask an Expert" provides members with an outlet to communicate directly with a variety of 02X specialists by choosing the category of their question (EAT SWEAT THRIVE®, or General) and typing their question into the text box. Answers to these personalized questions are typically answered within 24-48 hours. All features described above can also be accessed through the web-based 02X Portal, in addition to other EAT SWEAT THRIVE® resources. The Portal also hosts most of our physical training SWEAT Programs in PDF version, available for download. c.ASSESSMENTS & REPORTING (included under Integrated Specialist Program) 02X Readiness Assessment" The 02X Readiness Assessment'was designed for tactical athletes and aims to provide a holistic look at each individual member. 'It will help provide self-awareness and identify predispositions for injury and illness. The Readiness Assessment offers recommendations so that the On-Site Specialist can create custom programs to target those areas which need improvement. The Readiness Assessment will provide leadership with insight into the health of the organization and specific areas to focus. Our research-based assessment was built using the best available evidence to assess health-related quality of life and physical capacity. More specifically, the Readiness Assessment: • Leverages validated mental and physical survey questions, paired with practical movement assessments for mobility, stability, and capacity. This process identifies asymmetries or weaknesses as compared to normative standards and identifies opportunities to lower the risk of illness or injury. This screening is not meant to diagnose or treat any injury or illness, but rather identify areas of focus for members to help them perform to their highest, healthiest capabilities. • Readiness Assessment data is collected via the 02X mobile application and provides members with their results, reporting, and recommendations immediately upon submission. The mobile app will track historical data and trends progress over time for users. Members can also view their results via the web-based portal. The Readiness Assessments will offer both micro and macro perspectives of the operational readiness of the force. All members that take part in the Readiness Assessment will receive individual reports, as well as aggregate team reports for organizational leadership. • Collecting the data and analyzing it over time is imperative to proving the success of the program. Each member's individualized report contains specific recommendations to improve readiness, health-related quality of life, and physical function. Organization team reports identify trends across groups and teams, with capacity to sort data by age, gender,job function, and more. 8 02X Human Performance al ® 1 Mill Wharf Plaza Unit S12 Scituate, MA 02066 HUMAN PERFORMANCE 44ary#5t aazax' dtpl,rS v* '_.; t tr. if.... ., ,,,,,,„ttt„i:i— 7 4 A �� .,.. _ ....._-,';',4 ::::ii,":i j,f,4ji,.,,,. .',:, .,_,_., : ¢ . '' &�. tea; Ysq �5�sgc Reporting Development of individual and organizational reporting is essential to tracking program growth and return on investment. The 02X Client Services and Education teams work closely to conduct needs analysis, administer assessments, analyze data, and provide customized reporting and recommendations based on organization goals. 02X can develop reporting and ROI tracking specifically for your goals. Different types of reporting include: • Individual reporting: Available upon completion of Assessments located in the 02X App • Monthly storyboards:All On-Site Specialists will collect data, measurable results, and reporting each month to provide a snapshot of the program highlighting tangible effects and initiatives delivered to the organization. The reports will be emailed, delivered, and briefed to key organizational leaders. • Quarterly reporting: Each quarter 02X will combine all quantitative and qualitative feedback and provide a comprehensive customized report delivered and briefed to organization leadership by their dedicated client manager • Annual program summary: Each year, 02X will deliver a summary of results, highlighting cost savings and organizational improvements through human performance initiatives d. CLIENT SERVICES TEAM • In-person Client Management:A dedicated client manager will be assigned to each organization. The client manager will conduct frequent travel to client locations for program support, quality assurance, and leadership meetings to help ensure program performance and satisfaction. • On-Boarding: The Client Services Team will conduct a multi-day onboarding process on site at the client's requested location. The process will include meet and greets as well as education for leaders on implementation of the 02X Integrated Specialist Program to ensure maximum effectiveness. • Preparation: The OSS is provided with materials to ensure they are well prepared for their position on-site at the organization. OSS receive a computer, Readiness Assessment kit, Human 9 02X Human Performance 1 Mill Wharf Plaza Unit S12 Z� ®HUMAN PERFORMANCE Scituate, MA 02066 Performance for Tactical Athletes textbook, full online OSS Portal tutorial, OSS company handbook and expectations, and access to volumes of 02X specialist training videos as well as pre-written templates, programs and content libraries. • Daily Check-ins: Each On-Site Specialist will have direct access to their organization's client manager to maintain a fluid line of communication and synchronization of all aspects of the program. • Weekly Collaboration: All On-Site Specialists maintain weekly communication across the vast network of embedded specialists. This allows a robust cross pollination of knowledge and experience, as well as a dynamic connectivity that leverages best practices to consistently improve the program. • Reporting: The Client Services Team works closely with the 02X Education Team to develop monthly storyboards, quarterly reports, and annual summaries based on the qualitative and quantitative feedback gathered throughout the fiscal year. An 02X Data Analyst compiles all data for organizations and provides helpful insights into the status of the force and action items for future success. ITEM 2: OTHER DIRECT COSTS (ODC) During the performance of this contract, O2X staff will be required to travel CONUS to support training events, field operations, and other regional member engagement. 02X is requesting funding for reimbursement of approved and required travel expenses to include flights, hotels, parking, rental car, gas, tolls, baggage fees, and taxis/Ubers, as required within the contract and as requested by the client. Additionally, O2X may be required to ship training aids to these locations in support of the work and order equipment to support operations. At times, as directed by the client, O2X may be required to rent suitable training locations as well as audio/visual equipment. This will include shipping expenses associated with training activities and visits to client facilities. io EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. SEE ATTACHED EXHIBIT B 2. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. Each month's bill shall include a total to date. That total shall provide the total fees and costs incurred to date for the project. A copy of memoranda, letters, reports, calculations, and other documentation prepared by CONSULTANT may be required to be submitted to the CITY to demonstrate progress towards completion of tasks. In the event the CITY rejects or has comments, on any such product, CITY shall identify specific requirements for satisfactory completion. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. All extra work or additional services will be in accordance with the extra work or additional services and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Surfnet Exhibit B EXHIBIT B Fixed Fee Payment EXHIBIT B 02X Human Performance 1 Mill Wharf Plaza Unit S12 Z� ® Scituate,MA 02066 HUMAN PERFORMANCE PRICING IYEAR 1 Period of Performance: December 1, 2024 June 30, 2025 r r a� , „� r: .2t+- r rs` Eli a k ,;r . 3. 1 $aua � 3� "+7 a d ff3 e 4°; 1© „^zs' ` ,b$a,a „:1 �[.�'OS eeeY ,, ®P� a. o G r rx 2 ,p t 0�,+,+,,��� - `i'. " S;`s ', s F S9 "� i s r vA Integrated Specialist Program (160 hours per month) • (1) Full-Time On-Site Human Performance Specialist-Athletic Trainer • 02X Connect'& Integrated Tech Resources •Assessments& reporting -Data collection and analysis through the proprietary, holistic 02X $57,680 Readiness Assessment' -Monthly activity reports -Quarterly&Annual results reporting presented to client leadership -ROI tracking and continual program adjustments $120,360 $62,680 • Client Services team Cost Covered by Building Homes for Heroes Grant • For the initial period of performance,this will be partially funded by a ($57,680) grant from Building Homes for Heroes Other Direct Costs(ODC) •Additional program costs including OSS travel,equipment,shipping as $5,000 requested by client and/or required by contract YEAR 2_Period of Performance:July 1,2025-June 30, 2026 I"e) Id G �235 m $ti 4 c 'Tsl Ti® P Y F �o th F ®w 9 a ,x r� All Integrated Specialist Program (160 hours per month) • (1) Full-Time On-Site Human Performance Specialist-Athletic Trainer • 02X Connect'&Integrated Tech Resources •Assessments& reporting -Data collection and analysis through the proprietary, holistic O2X $201,600 Readiness Assessment' -Monthly activity reports $204,100 -Quarterly&Annual results reporting presented to client leadership -ROI tracking and continual program adjustments • Client Services team Other Direct Costs(ODC) •Additional program costs including OSS travel,equipment,shipping, $2,500 facilities as requested by client and/or required by contract Respectfully, Nick Westendorf Municipal Account Executive 02X Human Performance LLC 3 l 0 DATE(MM/DDNYYY) A 1za' CERTIFICATE OF LIABILITY INSURANCE 11/26/2024 THIS CERTIFICATE IS ISSUED ASA 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. Lynne Arruda NAME: Alera Group, OE (508 995-4553 FAX (508)995-4525 Inc. PHAICN,No,Ext1: ) (AA No): 500 Faunce Corner Road h-MAIL lynne.arruda@aieragroup.com ADDRESS: Building 100,Suite 120 INSURER(S)AFFORDING COVERAGE NAIL# Dartmouth MA 02747 INSURER A: Lexington/FITS INSURED INSURERS: Coalition Insurance Solutions,Inc. FGP-02X Holding LLC INSURER C: 1 Milt VVharf Plaza INSURER D: Unit 512 INSURER E: Scituate MA 02066 INSURER F: COVERAGES CERTIFICATE NUMBER: 24-25 GUPROF EXC NOH 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 AD➢L SUIIM POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DDNYYY)_(MMIDOIYYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,DAMA000 X CLAIMS-MADE OCCUR PREMISES(Ea occurrence) S 300,000 X Professional Liability MED EXP(Any one person) $ A Y 1070632 09/19/2024 09/19/2025 PERSONAL3ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 6,000,000 X POLICY n JECT LOC PRODUCTS-COMP/OPAGG S 1,000,000 OTHER: Healthcare GLAgg $ 3,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ A - OWNED SCHEDULED 1070632 09/19/2024 09/19/2025 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED v NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY AUTOS ONLY (Per accident) $ UMBRELLA LIAB EACH OCCURRENCE $ 1,000,000 _ — OCCUR A X EXCESS LIAB X CLAIMS-MADE 6798924 09/19/2024 09/19/2025 AGGREGATE $ 1,000,000 DED RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y/N STATUTE OTH- ER ANY PROPRIETOR/PARTNER/EXECUTIVE N/A EL.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 $ Cyber Limit 1,000,000 Cyber Liability B LPL107922 11/17/2024 11/17/2025 DESCRIPTION OF OPERATIONS!LOCATIONS!VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached it more space is required) Abuse&Molestation-Policy#1070632 elf 09/19/2024-Coverage Limit:$1,000,000 Each Perpetrator/$2,000,000 Aggregate Employee Benefits Liability-Policy#1070632 eff 09/19/2024-Coverage Limit:$1,000,000/$3,000,000 n C O FORM • Certificate holder is named as an Additional Insured with respects to General Liability only,on a primary and non-contributgl� t) tie@ g'wdlver of subrogation in favor of certificate holder,as required by written contract only,per attached policy forms. r'3v' °1r I-I AEL E. GATES CITY ATTORNEY CERTIFICATE HOLDER CANCELLATION i'; ) HUN f INGTON BEACI1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. Attn:Police Chief AUTHORIZED REPRESENTATIVE 2000 Main Si ��[. Huntington Beach CA 92648 liti /�� t t I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 22E0 ® ACCORD CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY)12/06/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Aon Risk Services,Inc of Florida AON RISK SERVICES SOUTH INC NAME: 3550 LENOX ROAD NORTHEAST PHONE FAX SUITE 1700 . (A/C,No,Ext):833-506-1544 (A/C,No): ATLANTA GA 30326 EMAIL ADDRESS: work.comp@trinet.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: ACE American Insurance Company 22667 INSURED INSURER B: TriNet Group,Inc.UC/F O2X Human Performance LLC 1 Park Place,Suite 600 INSURER C: Dublin,CA 94568-7983 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 15840193 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS • CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE O CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL 8 ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PROJECT LOC PRODUCTS-COMP/OPAGG $ OTHER $ COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY (Ea accident) $ ANY AUTO BODILY INJURY(Per person) $ — OWNED SCHEDULED AUTOS ONLY _AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ _ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEC RETENTION$ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE WLR_C57599339 E.L.EACH ACCIDENT $ 2,000,000 A OFFICER/MEMBER EXCLUDED? N N/A 07/01/2024 07/01/2025 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 2,000,000 . DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Workers Compensation coverage is limited to worksite employees of 02X Human Performance LLC through a co-employment agreement with TriNet HR III,Inc.. CERTIFICATE HOLDER CANCELLATION City of Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn:Police Chief THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 2000 Main St ACCORDANCE WITH THE POLICY PROVISIONS. Huntington Beach,CA 92648 AUTHORIZED REPRESENTATIVE pgon�csh 8etvices 8outh 2nc ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Additional Named insureds Other Named Insureds CGLM, LLC dba 02X Human Performance ' 02X Human Performance, LLC Limited Liability Company, Insured Multiple Names 02X Intermediaries, LLC Limited Liability Company, Insured Multiple Names • 02X, Inc C Corporation, Insured Multiple Names OFAPPINF(02/2007) COPYRIGHT 2007,AMS SERVICES INC ENDORSEMENT NO.26 This endorsement, effective 12:01 AM: November 26, 2024 Forms a part of policy no.: 1070632 Issued to: FGP-02X HOLDING LLC By: LEXINGTON INSURANCE COMPANY ADDITIONAL INSURED ENDORSEMENT (GENERAL LIABILITY) This endorsement modifies insurance under the following: MISCELLANEOUS HEALTHCARE FACILITIES GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured: Frederick County, Maryland - 12 East Church Street, Frederick, MD 21701 City of Portland, Maine City of Grand Rapids - 1300 Monroe Northwest, Grand Rapids, MI 49503 City of Fort Lauderdale - 528 NW 2nd Street, Fort Lauderdale, FL 3331 1 Prince George's County, Maryland - Contract Administration & Procurement Division 1400 McCormick Drive, Suit 200, Largo, MD 2077 City of Berkeley - 2180 Milvia Street, Berkeley, California 94704 County of Loudoun, VA Dept of Finance & Budget, 1 Harrison St. S.E., PO Box 700, Leesburg, VA 20177-7000 - ATT:Steven Wilson Eff: 9/1/1 9/22: Four Star Partners LLC, One Mill Wharf- Scituate, MA 02066 Eff: 1 1/15/22: 1009 Duke St., Alandria, VA 22314 Eff:1/1/23: 701 Palomar Airport Rd, suite 300, Office 29, Carlsbad, CA 92011 Arlington County 2100 Clarendon Booulevard, suite 500, Arlington, VA 22201 141664 (07/21) ENDORSEMENT NO. 26 (Continued) Delta Airlines, 1020 Cargo Service Rd, Atlanta, GA 30337 - contract - District of Columbia Office of Contracting and Procurement 441 4th St NW Suite 330 South Washington, DC 20001 Vicarious Liability City of Hemet, its officers and employees for GL ONLY 445 East Florida Ave, Hemet, CA 92543-4209 City of Irvine C/O Exigis LLC P.O Box 4668, EMC# 35050 New York, NY 10168-4668 City of El Monte, 11333 Valley Blvd, El Monte, CA 911731- PL&GL coverage - effective 09/09/2024 (1)Name the City of Irvine and its employees, representatives, officers and agents (collectively hereinafter "City and City Personnel") as additional insured for claims arising out of Contractor' s performance of this Agreement. 2) Provide that the insurance is primary and non-contributing with any other valid and collectible insurance or self-insurance available to City State of Vermont, 45 State Dr. Waterbury, VT 05671 City & County of San Francisco-Office of Contract Administration, Attn: Purchasing Division City Hall, Room 430, 1 Dr. Carlton B. Goodlett Place, San Francisco, CA 94102-4685 Baltimore County, Maryland 400 Washington Ave Towson MD 21 204 City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers, Attn: Police Chief, 2000 Main St, Huntington Beach, CA 92648 The following is added to Section II. WHO IS AN INSURED of the MISCELLANEOUS HEALTHCARE FACILITIES GENERAL LIABILITY COVERAGE PART: The person or organization shown in the Schedule above is included as an additional Insured if you are obligated by virtue of a written contract to provide insurance to such person or organization of the type afforded by this Policy, but only with respect to liability arising out of operations conducted by you or on your behalf. Notwithstanding any provision in the written contract between you and the person or organization shown in the Schedule above to the contrary, the person or organization shown in the Schedule above shall not be construed as a person or organization acting on your behalf and there shall be no coverage with respect to liability for injury or damages arising out of any act or omission of such person or organization. In the event that the Limits of Insurance provided by this Policy exceed the Limits of Insurance required by the written contract, the insurance provided by this endorsement shall be limited to the Limits of Insurance (inclusive of any applicable deductible or self insured retention) required by the 141664 (07/21) ENDORSEMENT NO. 26 (Continued) written contract. The Limits of Insurance (inclusive of any applicable deductible or self insured retention) provided by this Policy shall not be increased for any reason, including any failure, refusal or inability of any self insurance/ Insured to pay any amounts due thereunder. This endorsement shall not increase the Limits of Insurance shown in the Declarations pertaining to the coverage provided herein. Any coverage provided by this endorsement to an additional Insured shown in the Schedule above shall be excess over any other valid and collectible insurance or self insured retention available to the additional Insured whether primary, excess, contingent or on any other basis, unless the written contract with the additional Insured specifically requires that this insurance be primary and non-contributory with any other insurance carried by the additional Insured. In such case, this insurance shall be primary and non-contributory with any other insurance carried by the additional Insured. In accordance with the terms and conditions of the Policy, as soon as practicable, each additional Insured must give us prompt notice of any occurrence or offense which may result in a claim, forward all legal papers to us, cooperate in the defense of any actions, and otherwise comply with all of the Policy's terms and conditions. Failure to comply with this provision may, at our option, result in the claim or suit being denied. All other terms and conditions of the policy remain the same. f4 141664 (07/21) Authorized Representative or countersignature (where required by law) The First Named Insured is the appointed and irrevocable agent for all Insureds, including: 1. Giving and receiving notice of cancellation; 2. Payment of premiums and receipt of return premiums; 3. Acceptance of any endorsements to this Policy; 4. Purchasing or deciding not to purchase the Optional Extended Reporting Period Endorsement, if applicable; 5. Making changes to this Policy or any coverage part in accordance with the Changes condition; and 6. Making representation in accordance with the Representations condition. N. Subrogation If the Insured has rights to recover all or part of any payment we have made under this Policy, 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. O. Transfer of Your Rights and Duties Your rights and duties under this Policy may not be transferred without our prior written consent. P. Service Of Suit In the event of our failure to pay any amount claimed to be due hereunder, we, at your request, will submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this condition constitutes or should be understood to constitute a waiver of our rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. It is further agreed that service of process in such suit may be made upon Counsel, Legal Department, Lexington Insurance Company, 99 High Street, Boston, Massachusetts 02110-2378 or his or her representative, and that in any suit instituted against us upon this Policy, we will abide by the final decision of such court or of any appellate court in the event of any appeal. Further, pursuant to any statute of any state, territory, or district of the United States which makes provision therefor, we hereby designate the Superintendent, Commissioner or Director of Insurance, or other officer specified for that purpose in the statute, or his or her successors in office, as our true and lawful attorney upon whom may be served any lawful process in any action, suit, or proceeding instituted by you or on your behalf or any beneficiary hereunder arising out of this Policy of insurance, and hereby designates the above named Counsel as the person to whom the said officer is authorized to mail such process or a true copy thereof. Q. Arbitration 1. Exclusive Remedy: Notwithstanding the Paragraph P. Service of Suit above, in the event of disagreement as to the interpretation of this Policy, other than a disagreement as to extra-contractual obligations or excess of policy limit disputes, it is mutually agreed that such dispute shall be submitted to binding arbitration before a panel of three (3) arbitrators consisting of two (2) party-nominated non-neutral arbitrators and a third neutral arbitrator (hereinafter, the "umpire") as the sole, exclusive and final remedy for the resolution of such dispute. 113397 (08/13) GP&C - Page 12 of 13 HC0715 gal the indemnitee at our request will bepaid 'ras ;defense expenses. Notwithstanding the provisions of Section III.B.2. of the HEALTHCARE GENE.RAh,°L(A13ILITY COVERAGE PART, such payments will not be deemed to be damages for bodily injury and property damage and will not reduce the Limits of Insurance. Our obligation to defend an Insured's indemnitee and topay`*for attorney's fees and necessary litigation expenses as defense expenses ends when: 1. We have exhausted the applicable Limit of Insurance in the payment of judgments or settlements; or 2. The conditions set forth above, or the terms of the agreement described in Paragraph 6. above, are no longer met. E. Our duty to defend any claim or suit ends, and we may withdraw from the defense of such claim or suit, after the applicable Limit of Insurance has been exhausted by the payment of judgments or settlements. III. CONDITIONS The following conditions apply to all coverage parts: A. Bankruptcy Bankruptcy or insolvency of the Insured will not relieve us of our obligations under this Policy. The Insured must immediately send us any petition, pleading or legal documents that could affect this insurance. B. Cancellation 1. The First Named Insured may cancel this Policy by mailing or delivering to us advance written notice of cancellation. 2. We may cancel this Policy by mailing or delivering to the First Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancellation if we cancel for nonpayment of premium; or b. 30 days before the effective date of cancellation if we cancel for any other reason. 3. We will mail or deliver our notice to the First Named Insured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this Policy is canceled, we will send the First Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the First Named Insured cancels, earned premium will be calculated in accordance with the customary short-rate table and procedure, or the Minimum Earned Premium at Inception of the Policy shown in Item 7.(b) of the Declarations, which ever is greater. The cancellation will be effective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be sufficient proof of notice. C. Change In Control 1. If the First Named Insured consolidates with or merges into, or sells all or substantially all of its assets to any person or entity; or 113397 (08/13) GP&C- Page 9 of 13 HC0715 ENDORSEMENT NO. 13 This endorsement, effective 12:01 AM: September 19, 2024 Forms a part of policy no: 1070632 Issued to: FGP-02X HOLDING LLC By: LEXINGTON INSURANCE COMPANY ADDITIONAL INSURED ENDORSEMENT - LESSORS OF PREMISES & LESSORS OF LEASED EQUIPMENT This endorsement modifies insurance provided under the following: HEALTHCARE GENERAL LIABILITY COVERAGE PART I. LESSORS OF PREMISES A. The following is added to Section II. WHO IS AN INSURED: All lessors of premises leased to you are included as Insureds, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: 1. Any occurrence which takes place after you cease to be a tenant in that premises; 2. Structural alterations, new construction or demolition operations performed by or on behalf of such Insured. However: 1. The insurance afforded to such Insureds only applies to the extent permitted by law; and 2. If coverage provided to the Insured is required by contract or agreement, the insurance afforded to such Insured will not be broader than that which you are required by the contract or agreement to provide for such Insured. B. With respect to the insurance afforded to these Insureds, the following is added to Section IV. LIMITS OF INSURANCE: If coverage provided to the Insured is required by a contract or agreement, the most we will pay on behalf of the Insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 113779 (03/13) Page 1 of 2 HC0737 II. LESSORS OF LEASED EQUIPMENT A. The following is added to Section II. WHO IS AN INSURED: Any person or organization from whom you lease equipment is an Insured, but only: (1) when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy; and (2) with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. However: 1. The insurance afforded to such Insured only applies to the extent permitted by law; 2. If coverage provided to the Insured is required by a contract or agreement, the insurance afforded to such Insured will not be broader than that which you are required by the contract or agreement to provide for such Insured; and 3. A person's or organization's status as an Insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. B. With respect to the insurance afforded to these Insureds, this insurance does not apply to: 1. Any occurrence which takes place after the equipment lease expires; or 2. Bodily injury, property damage or personal and advertising injury arising out of the sole negligence of such Insured: C. With respect to the insurance afforded to these Insureds, the following is added to Section IV — LIMITS OF INSURANCE: If coverage provided to the Insured is required by a contract or agreement, the most we will pay on behalf of such Insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions of the policy remain the same. I � Authorized Representative 113779 (03/13) Page 2 of 2 HC0737 • ENDORSEMENT NO.16 This endorsement, effective 12:01 AM: September 19, 2024 Forms a part of policy no.: 1070632 Issued to: FGP-O2X HOLDING LLC By: LEXINGTON INSURANCE COMPANY • ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided by the Policy: The following is only added to Section II. WHO IS AN INSURED of the Coverage Parts as indicated by an "X" below: HEALTHCARE PROFESSIONAL LIABILITY COVERAGE PART X HEALTHCARE GENERAL LIABILITY COVERAGE PART The person or organization shown in the Schedule below is included as an additional Insured if you are obligated by virtue of a written contract, executed prior to the medical incident, occurrence or offense, to provide insurance to such person or organization of the type afforded by this Policy, but only with respect to liability arising out of operations conducted by you or on your behalf. In the event that the Limits of Insurance provided by this Policy exceed the Limits of Insurance required by the written contract, the insurance provided by this endorsement shall be limited to the Limits of Insurance (inclusive of any applicable self insured retention) required by the written contract. The Limits of Insurance (inclusive of any applicable self insured retention) provided by this Policy shall not be increased for any reason, including any failure, refusal or inability of any self insurance/ Insured to pay any amounts due thereunder. This endorsement shall not increase the Limits of Insurance shown in the Declarations pertaining to the coverage provided herein. Any coverage provided by this endorsement to an additional Insured shown in the Schedule below shall be excess over any other valid and collectible insurance or self insured retention available to the additional Insured whether primary, excess, contingent or on any other basis, unless the written contract with the additional Insured specifically requires that this insurance be primary and non-contributory with any other insurance carried by the additional Insured. In such case, this insurance shall be primary and non-contributory with any other insurance carried by the additional Insured. In the event of payment under the Policy, we waive our right of subrogation against any person or organization shown in the Schedule below where the Named Insured has waived liability of such person or organization as part of the written contract between the Named Insured and such person or organization. In accordance with the terms and conditions of the Policy, as soon as practicable, each additional Insured must give us prompt notice of any medical incident, occurrence or offense which may result in a claim, forward all legal papers to us, cooperate in the defense of any actions, and otherwise MNSCPT (08/24) • ENDORSEMENT NO. 16 (Continued) comply with all of the Policy's terms and conditions. Failure to comply with this provision may, at our option, result in the claim or suit being denied. SCHEDULE Name of Additional Insured: Frederick County, Maryland - 12 East Church Street, Frederick, MD 21701 City of Portland, Maine City of Grand Rapids - 1300 Monroe Northwest, Grand Rapids, MI 49503 City of Fort Lauderdale - 528 NW 2nd Street, Fort Lauderdale, FL 33311 Prince George's County, Maryland - Contract Administration & Procurement Division 1400 McCormick Drive, Suit 200, Largo, MD 20774 City of Berkeley - 2180 Milvia Street, Berkeley, California 94704 County of Loudoun, VA Dept of Finance&Budget, 1 Harrison St. S.E., PO Box 700, Leesburg, VA 20177-7000 - ATT:Steven Wilson Eff: 9/1/19/22: Four Star Partners LLC, One Mill Wharf- Scituate, MA 02066 Eff: 11/15/22: 1009 Duke St., Alandria, VA 22314 - GL Only Eff:1/1/23: 701 Palomar Airport Rd, suite 300, Office 29, Carlsbad, CA 92011- GL Only Arlington County 2100 Clarendon Booulevard, suite 500, Arlington, VA 22201 Delta Airlines, 1020 Cargo Service Rd, Atlanta, GA 30337 - contract - GL ONLY District of Columbia Office of Contracting and Procurement 441 4th St NW Suite 330 South Washington, DC 20001 Vicarious Liability City of Hemet, its officers and employees for GL ONLY 445 East Florida Ave, Hemet, CA 92543-4209 City of Irvine C/O Exigis LLC PLO Box 4668, EMC# 35050 New York, NY 10168-4668 As required by contract City of El Monte, 11333 Valley Blvd, El Monte, CA 911731- PL&GL coverage - effective 09/09/2024 MNSCPT (08/24) ENDORSEMENT NO. 16 (Continued) (1)Name the City of Irvine and its employees, representatives, officers and agents (collectively hereinafter "City and City Personnel") as additional insured for claims arising out of Contractor' s performance of this Agreement. 2) Provide that the insurance is primary and non-contributing with any other valid and collectible insurance or self-insurance available to City State of Vermont, 45 State Dr. Waterbury, VT 05671 All other terms and conditions of the policy remain the same. igf4,444,04. 14# MNSCPT (08/24) Authorized Representative or countersignature (where required by law) Lexington Specialty Insurance Agency, Inc., an AIG company CA Surplus Lines License #6003097 ONE JERICHO PLAZA JERICHO NEW YORK 11753 www.lexspecialtyagency.com 12/04/2024 Attn: RSG SPECIALTY, LLC 175 FEDERAL STREET STE 800 BOSTON, MA 02110 RE: FGP-02X HOLDING LLC Policy Number: 1070632 Policy Effective/Expiration: From: September 19, 2024 To: September 19, 2025 Dear Scott, Enclosed please find the endorsement(s) issued for the above captioned account. If you discover anything you believe to be incomplete or inaccurate, please call me and your concerns will be investigated. In order to complete our file, please forward: N/A Thank you for the opportunity to be of service to your company on this account. We look forward to working with you on future opportunities. Best regards, CONOR SMITH UNDERWRITER • 516.675.2540 CONOR.SMITH@AIG.COM HC0902 (2/05) FORMS SCHEDULE Named Insured: FGP-O2X HOLDING LLC Policy Number: 1070632 Effective 12:01 AM: November 26, 2024 Form Number/ End't. No. Form Name Edition Date 24 Amendatory Endorsement MNSCPT (12/24) 25 Deletion of Endorsement 113962 (05/13) 26 Additional Insured Endorsement (General Liability) 141664 (07/21) CIFMSC CI0226 ENDORSEMENT NO.24 This endorsement, effective 12:01 AM: November 26, 2024 Forms a part of policy no.: 1070632 Issued to: FGP-O2X HOLDING LLC By: LEXINGTON INSURANCE COMPANY AMENDATORY ENDORSEMENT It is agreed that the following forms are added to the policy: Endorsement #25 - Deletion of Endorsement, 113962 (05/13) Endorsement #26 - Additional Insured Endorsement (General Liability), 141664 (07/21) All other terms and conditions of the policy remain the same. MNSCPT (12/24) Authorized Representative or countersignature (where required by law) ENDORSEMENT NO.25 This endorsement, effective 12:01 AM: November 26, 2024 Forms a part of policy no: 1070632 Issued to: FGP-02X HOLDING LLC By: LEXINGTON INSURANCE COMPANY DELETION OF ENDORSEMENT This endorsement modifies insurance provided by the Policy: The following endorsement is deleted in its entirety: Endorsement No. 20 All other terms and conditions of the policy remain the same. Authorized Representative 113962 (05/13) Page 1 of 1 HC0810