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HomeMy WebLinkAboutMAD SCIENCE (THE JAY PARTICLE, LLC) N-2026-074 11 z-4I 202T MAR 3 0 2026 o'•Mm(o) AGREEMENT WITH THE JAY PARTICLE,LLC,DBA MAD SCIENCE TO PROVIDE Lv0"Puic"rts(w SCIENCE PROGRAMMING FOR CITY EVENTS THIS AGREEMENT is made and entered into this 18a' day of February 2026, by and between The Jay Particle, LLC, a California limited liability company dba Mad Science ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), each a "Party" or collectively"Parties." RECITALS A. The City desires to retain a contractor to provide science programming for various City events("Events") as needed by the City. B. Contractor represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agrcement, 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 professional contracting firm in the field. NOW THEREFORE,in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth,the parties agree as follows: 1. SCOPE OF SERVICES a. Contractor shall perform the services that are described in Exhibit A, attached hereto and incorporated by reference. To schedule services other than those specifically referenced in Exhibit A, Contractor will provide a quote to City detailing services and costs for the event, and City will provide a letter agreement to Contractor, to be executed by the Executive Director of Parks, Recreation and Community Services, or their designee and Contractor. Work by Contractor may not proceed without a letter agreement, signed by the parties,for a scheduled Event. b. City grants Contractor the right to enter its property for the purpose of delivery,set- up, operation, and pick-up on the days of the scheduled Events. C. The equipment shall be disassembled and removed by Contractor at the conclusion of each Event. d. City shall have the sole discretion as to engagement of Contractor for services/events not detailed in Exhibit A. The City reserves the right to administratively change event locations, dates, or services for any mutually agreed upon services/events. Page 1 of 9 2. COMPENSATION a. City does not guarantee any minimum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges set forth in Exhibit A or mutually agreed upon by the Parties, in an executed letter agreement, as defined in Section la of this Agreement.The total amount to be expended under this Agreement shall not exceed Ten thousand Dollars and Zero Cents ($10,000). b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor's account(s) with financial institutions. C. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals and Scope of Work,which may reasonably be expected by city. 3. TERM This Agreement shall commence on May 1, 2026 and terminate on April 30, 2027,unless terminated earlier in accordance with Section 17,below. 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on"public works"and"maintenance"projects. If the services being performed are part of an applicable"public works"or"maintenance"project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement;however, the services to be Page 2 of 9 provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages,employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. G. OWNERSW OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates,and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes,which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data, Contractor makes no such representation and warranty in regard to Documents &Data that were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Insurance Requirements attached hereto as Exhibit B S. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,employees, contractors,special counsel,and representatives from liability:(1)for personal injury,damages,just compensation,restitution,judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section l of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution,judicial or equitable relief suffered, or alleged to have been suffered,by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement, The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury,damages,just compensation,restitution,judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8,the above indemnity shall be limited, to the extent required by Civil Code Section Page 3 of 9 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor represents and warrants that it has obtained the requisite licenses to show the films contemplated by this Agreement. Contractor further agrees to defend, indemnify and hold harmless the City,its officers, agents,representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United ,States' letters patent, trademark, or copyright contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 10. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three(3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 11. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance,but in no event less than reasonable care. "Confidential Information"shall include all nonpublic information. Confidential information includes not only written information,but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any 'information that(a)has been disclosed in publicly available sources; (b)is,through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d)is required to be disclosed by operation of law; or(e) is independently developed by the Contractor without reference to information disclosed by the City. Page 4 of 12. CONFLICT OF INTEREST CLAUSE a. 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. b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City's Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Contractor or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any Ca1PERS retiree as authorized by City Council resolution d, Contractor must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Contractor warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If Contractor hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest,it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to,identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. c. Contractor covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported(in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections(b) and(c) above. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail,postage prepaid,or sent by fax or other telegraphic communication in the manner provided in this Section,to the following persons: Page 5 of 9 To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 Executive Director Parks,Recreation, and Community Services Agency City of Santa Ana 20 Civic Center Plaza(M-23) P.O. Box 1988 Santa Ana, CA 92702 To Contractor: The Jay Particle, LLC, dba Mad Science Attn:Karla Lopez Van Meter 3501 W. Moore Ave, Suite J Santa Ana,CA 92704 714-668-9174 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by trail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four(24)hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes,weekends,federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter herein, 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,orally or otherwise,have been made by any party, or anyone acting on behalf of any party,which are not embodied herein. 15. ASSIGNMENT Inasmuch as 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 Page 6 of.9 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 that are the subject to this Agreement performed by City personnel or by other contractors retained by City. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy,whether or not similar,nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. 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 Executive 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 to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Contractor shall not discriminate because of race, color,creed,religion, sex,marital status, sexual orientation, gender identity, gender expression, gender,medical conditions, genetic information, or military and veteran status, age,national origin, ancestry,or disability, as defined and prohibited by applicable law,in the recruitment, selection, teaching,training,utilization, promotion,termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION-VENUE 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. Page 7of9 20. PROFESSIONAL LICENSES Contractor shall,throughout 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 Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully,including reasonable costs.and attomey's fees,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. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signature Page follows] Page 8 of 9 SIGNATURE PAGE FOR AGREEMENT WITH THE JAY PARTICLE, LLC, DBA MAD SCIENCE TO PROVIDE SCIENCE PROGRAMMING FOR CITY EVENTS IN WITNESS WHEREOF,the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF S TA ANA f F HAL ALVARO NUNEZ City Clerk City Manager APPROVED AS TO FORM CONTRACTOR SONIA R. CARVALHO City Attorney Kadff Lop an etef e6 27.2026 14.4334 PST) JONATHAN T. MAR INEZ By: Karla Lopez Van Meter Assistant City Attorney Title: Karla Lopez Van MetE RECOMMEN EW R PROVAL HAW S O Exec it r Parks, Recreation, and Community Services Agency Pa-c 9 of 9 EXHIBIT A SCOPE OF SERVICES Scope of Services VENDOR INFORMATION: The Jay Particle LLC dba Mad Science EVENT(S): Summer Splash Day Camp,Kid's Night Out, Afterschool Programs,Teen's Night Out, and Teen Camp SERVICE DATES &LOCATIONS 5/1/2026-5/1/2027 Service dates are assigned based on the vendor's invoice and agreed-upon schedule between the parties. Mad Science will provide one-hour science shows and/or workshops at the locations listed below: El Salvador Community Center Garfield Community Center Jerome Recreation Center Salgado Recreation Center Dates may be adjusted by mutual written agreement if necessary. COMPENSATION DUE TO THE VENDOR Contractor shall be compensated for each performance within forty-five(45)days following the completion of that performance. Total compensation shall not exceed$10,000 for the term of the agreement. Invoices will be submitted electronically by the vendor.Payment will be issued via check or direct deposit only.Credit card payments are not permitted under this agreement. DESCRIPTION OF SERVICES Mad Science will deliver engaging,interactive science-based performances designed for youth and teen audiences. Performances will be approximately one(1)hour in length and may include live demonstrations,hands-on experiments, audience participation, and age-appropriate scientific explanations. Set-Up &Teardown: Mad Science is responsible for all set-up and teardown related to the performance,including materials, equipment, and demonstration supplies. Community center staff will provide access to the designated performance space and assist with basic facility needs as required,such as providing tables and chairs. Supplies &Equipment; The vendor will supply all necessary materials,props, and equipment needed to conduct the science shows and workshops.No additional supplies are required from the City or hosting site unless otherwise agreed upon in writing. Expectations: .All performances will be conducted in a safe,professional manner and aligned with program goals for enrichment, education, and entertainment. Programming will be adapted as appropriate to the age group and event type at each site. • We bring Gtooclence to you] 3501 W. Moore Ave.,Suite"J",Santa Ana,CA 92704 `"' g Phone: (714)668-9174 madsciencewoc@gmaii.com . . ii 01/13/2026 Special Event Confirmation Thank you for choosing Mad Science.We look forward to presenting you with our unique and exciting science programs. Please confirm the details below to help us ensure you will have a hassle-free experience. Contact: Lupita Palomares Title: City Program Coordinator Phone: (714) 571-4224 Location: City of Santa Ana 26 Civic Center Plaza Santa Ana CA 92701 Total Balance Due: $ 1,335.00 is due the day of event CASH or CHECK made to Mad Science Event Topics Date Start Time End Time Grades/#Kids Costs Mad Science Show at El Salvador 6/16/26 01:30 PM 2:30 PM All ages/up to 75 $425.00 Mad Science Show at Jerome 6/16/26 03:30 PM 4:30 PM All ages/up to 75 $425,00 Mad Science Show at Salgado 6/19/26 11:00 AAA 12:00 PM All ages/up to 75 $425.00 Travel Fee 60.00 For our SHOW we will need: a 1 -6 foot table on stage for science show set up * Lapel or head set mic (for show, if available) o Access to electricity a Access to water a Trash Can near by Thank you for choosing Mad Science! We look forward to working with you and bringing Mad Science to you and your kids. Scientifically Yours, Karla Lopez Van Meter 714-668-9174 madsciencewoc gmail.com EXHIBIT B Insurance Requirements Contractor shall procure and maintain for the duration of the agreement, the following insurance coverages: MINIMUM SCOPE AND LIMIT OF INSURANCE Contractor shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as: • Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage,bodily injury and personal &.advertising injury with limits no less than $1,000,000 per occurrence and$2,000,000 aggregate. • Sexual Abuse or Molestation Liability (SAML): If the CGL policy referenced above is not endorsed to-include affirmative coverage for sexual abuse or molestation, Contractor shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit of no less than$1,000,000 per occurrence or claim. Automobile Liability(AL): Insurance Services Office Form CA 00 0t covering Code I (any auto),with combined single Iimits of$1,000,000. In the event Contractor does not maintain commercial automobile liability insurance, City will, accept evidence of personal automobile insurance,provided that such policy is endorsed for business use and provides coverage with a minimum limit of$1,000,000. Required policy limits can be met with primary and umbrellalexcess insurance policies. Workers' Compensation (WC): as .required by the State of California, with statutory limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, per employee, per policy for bodily injury or disease. This requirement can be waived if Contractor has no employees. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor.Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain,the following provisions: 1. CGL, SAML and AL policies: City of Santa Ana,its City Council,its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials,parts, equipment, and personnel furnished in connection with such work or operations. 2. CGL,AL, and WC policies: Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Contractor for City. 3. All required insurance policies: For any claims related to this contract,Contractor's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Contractor's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided,reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty(30)days prior written notice has been given to City.Ten(10)days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: parks,Recreation, and Community Services Agency, 20 Civic Center Plaza,M-23, Santa Ana, CA 92701. The name and the location of event should be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. City may require Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration,and defense expenses within the retention, Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than ANII, unless otherwise acceptable to City. Verification of Coverage Contractor shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the COL policy listing all policy endorsements to Entity before work begins. However,failure to obtain the required documents prior to the work beginning shall not waive Contractor's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Claims Matte policies If any of the required policies provide coverage on a claims-made basis: 1. The retroactive date must be shown and must be before the date of the contract or the beginning of work. 2, Insurance must be maintained and evidence of insurance must be provided for at least three(3) years after completion of work. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Contractor must purchase "extended reporting"coverage for a minimum of three(3)years after completion of work. Subcontractors Contractor shall require and verify that all sub-contractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. Special;Risks or Circumstances City reserves the right to modify these requirements,including limits,based on the nature of the risk,prior experience,insurer,coverage, or other special circumstances. THEJAYP-01 PREVOMA CERTIFICATE OF LIABILITY INSURANCE 7.ATE(MMfDWYYYYI 3120/2026 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 Per NAME: _ Hylant-Toledo PHONE FAX 811 Madison Ave (A/C,No,Ext) (734)794-0044 (Arc,No): Toledo,OH 43604-5684 ADDAIL RESS:Jessica,Perry@Hylant.com INSURERS)AFFOR(NG COVSRAGE NAIC# INSURER A:Philadelphia Indemnitylns Co 18058 INSURED INSURER B:Hartford Casualty Insurance Co _ 29424 The Jay Particle, LLC dba Mad Science of West Orange INSURER County 3501 W.Moore Ave.,Suite J INSURER D Santa Ana,CA 92704 INSI URER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 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 RESPECTTO 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.LIMIT_S SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLSUTYPE OF INSURANCE INSD W D POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR I D!wVD MMIDDIYYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR tAAGESJA _q, 300,000 X X PHPK2645846-003 1127/2026 1127/2027AGSE.'TO Rcc EXP An ane erson $ 15,000 _PERSONAL_&ADVINJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 4,000,000 POLICY PRa- LOO 4,040,004 JECT PRODUCTS--COMPfOP AGG $ _ X OTHER.ABUSEIMOLESTATION $1M1$2M s A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,404 IEa accident) S ANY AUTO PHPK2645846-003 1127/2026 1/27/2027 BODILY INJURY(Per person S OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident S _ X HIRED NON 0V NED PROPERTY pAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ _ I I $ A X UMBRELLA LIAR X OCCUR EACH OCCURRENCE_ S 1,000,000 EXCESS LIAR CLAIMS-MADE PHUB897330-003 112712026 1127/2027 AGGREGATE S 1,000,000 DED ' X I RETENTION S 10,000 S B WORKERS COMPENSATION IPER AND EMPLOYERS'LIABILITY X�TAT(_ITE_ ER --- ANY YIN 45WECAV7H87 1/2712026 112712027 i 1,000,000 ANY FE1111E TORIPXCLIDE ER,EXECUTIVE EL,EACH ACCIDENT $ x OFFIGERIMEMBER EXCLUDED? � N f A' (Mandatory in NH) 1E,L_DISEASE-EA EMPLOYEE 3 1,000,000 If yes:describe under 11000,000 DESCRIPTION OF OPERATIONS below I I EL DISEASE-POLICY LIMIT 3 A Commercial Property PHPK2645846-003 112712026 j 1/27/2027 j13PPIRCIDED$1,000 20,000 DESCRIPTION OF OPERATIONS I LOCATIONS r VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required( Philadelphia Indemnity Insurance Company,accident and health,PHPA167869-000,1 12 712 0 26-1 1271 2 0 2 7,accident medical expense benefits$10,000. Coalition Insurance Solutions Inc.,cyber liability,C-4MA1-282469-CYBER-2026,112712026-112712027,aggregate$500,000,retention$5,000. Philadelphia Indemnity Insurance Company,employment practices liability,PHSD1887153-000,112 712 0 2 6-1127120 2 7,aggregate$500,000,retention$25,000. City of Santa Ana its City Council,officers,officials,employees,agents and volunteers are included as an Additional Insured for General Liability,on a Primary and Non-Contributory basis,when required by written agreement,subject to policy provisions.A Waiver of Subrogation applies on the General Liability and Workers Compensation policy in favor of the Additional Insured. **There are no vehicles in the company name,therefore the only auto coverage available is hiredlnon-owned ��AIP!PROVEDCERTIFICATE HOLDER CANCELLATION Tran Nguyen at 3:41 pm,Mar 23,2026 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ty ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Parks, Recreation,and Community Services Agency 20 Civic Center M-23 Santa Ana,CA 92701 AUTHORIZED REPRESENTATIVE ACORD 25(2016103) O 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: PHPK2645846-003 COMMERCIAL GENERAL LIABILITY CG 20 10 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS -- SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Or anization § Locations Of Covered Operations City of Santa Ana its City Council, officers, officials, employees, agents and volunteers Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section III — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply: with respect to liability for "bodily injury", "property This insurance does not apply to "bodily injury" or damage" or "personal and advertising injury" "property damage"occurring after: caused, in whole or in part, by: 1. Your acts or omissions; or 1. All work, including materials, parts or equipment furnished in connection with such 2. The acts or omissions of those acting on your work, on the project (other than service, behalf; maintenance or repairs) to be performed by or in the performance of your ongoing operations for on behalf of the additional insured(s) at the the additional insured(s) at the location(s) location of the covered operations has been designated above. completed; or However: 2. That portion of "your work" out of which the injury or damage arises has been put to its 1. The insurance afforded to such additional intended use by any person or organization insured only applies to the extent permitted by other than another contractor or subcontractor law; and engaged in performing operations for a 2. If coverage provided to the additional insured is principal as a part of the same project. required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 10 04 13 0 Insurance Services Office, Inc., 2012 Page 1 of 2 C. With respect to the insurance afforded to these 2. Available under the applicable Limits of additional insureds, the following is added to Insurance shown in the Declarations; Section III—Limits Of Insurance: whichever is less. If coverage provided to the additional insured is This endorsement shall not increase the required by a contract or agreement, the most we applicable Limits of Insurance shown in the will pay on behalf of the additional insured is the Declarations. amount of insurance: 1. Required by the contract or agreement; or Page 2 of 2 0 Insurance Services Office, Inc., 2012 CG 20 10 0413 POLICY NUMBER: PHPK2645846-003 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: City of Santa Ana its City Council, officers, officials, employees, agents and volunteers Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 0 Insurance Services Office, Inc., 2008 Page 1 of 1 ❑ PI-GL-005 (07/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Effective Date: 01/27/2024 Name of Person or Organization (Additional Insured): City of Santa Ana its City Council, officers, officials, employees, agents and volunteers SECTION II—WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the endorsement Schedule, but only with respect to liability for"bodily injury," "property damage" or"personal and advertising injury" arising out of or relating to your negligence in the performance of"your work"for such person(s) or organization(s)that occurs on or after the effective date shown in the endorsement Schedule. This insurance is primary to and non-contributory with any other insurance maintained by the person or organization (Additional Insured), except for loss resulting from the sole negligence of that person or organization. This condition applies even if other valid and collectible insurance is available to the Additional Insured for a loss or"occurrence"we cover for this Additional Insured. The Additional Insured's limits of insurance do not increase our limits of insurance, as described in SECTION III— LIMITS OF INSURANCE. All other terms, conditions, and exclusions under the policy are applicable to this endorsement and remain unchanged. Page 2 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company PI-GLD-VS (05I17) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, GENERAL LIABILITY DELUXE ENDORSEMENT SCHOOLS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page# Damage to Premises Rented to You $300,000 2 Extended Property Damage included 2 Non-Owned Watercraft Less than 58 feet 2 Supplementary Payments—Bail Bonds $2,500 2 Supplementary Payment—Loss of Earnings $500 per day 2 Medical Payments $15,000 3 Medical Payments—Extended Reporting Period 3 years 3 Employee Indemnification Defense Coverage for Employee $25,000 3 Additional Insured—Medical Directors and Administrators Included 3 Additional Insured—Managers and Supervisors Included 3 Additional Insured—Broadened Named Insured Included 3 Additional Insured—Funding Source Included 3 Additional Insured—Managers or Lessors of Premises Included 4 Additional Insured—By Contract, Agreement or Permit Included 4 Additional Insured—Broad Form Vendors Included 4 General Aggregate—Per Campus Included 5 Duties in the Event of Occurrence, Claim or Suit Included 6 Other Insurance—Primary Additional Insured Included 6 Other Insurance—You Are An Additional Insured On Included 7 Another Person's Or Or anization's Polic Unintentional Failure to Disclose Hazards Included 8 Liberalization Included 8 Bodily Injury—includes Mental Anguish Included 8 Personal and Advertising Injury—includes Abuse of Included 8 Process, Discrimination Transfer of Rights of Recovery Against Others To Us Clarification 9 Science Laboratory"Occurrence" $50,000 9 Medical Incident Liability—Nurse and Athletic Trainer Included 9 PI-GLD-VS(05/17) Page 1 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company PI-GLD-VS (05117) A. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to"fire, lightning, explosion, smoke, or leakage from automatic fire protective systems"where it appears in: a. The last paragraph of SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; b, SECTION III -LIMITS OF INSURANCE, Paragraph 6.; c. SECTION V—DEFINITIONS, Paragraph 9.a. 2. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the words "Fire insurance' are changed to "insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems"where it appears in: a. SECTION IV-COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4.Other Insurance, Paragraph b. Excess Insurance 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: a. $300,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. B. Extended "Property Damage' SECTION I -COVERAGES. COVERAGE A, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted and replaced by the following: a. Expected or Intended Injury "Bodily Injury" or"Property Damage' expected or intended from the standpoint of the insured. This exclusion does not apply to"bodily injury" or"property damage' resulting from the use of reasonable force to protect persons or property. C. Non-Owned Watercraft SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is amended to read as follows.- (2) A watercraft you do not own that is: (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Supplementary Payments Under the SUPPLEMENTARY PAYMENTS -COVERAGE A AND B provision, Items 1.1b. and 9.d. PI-GLD-VS (05/17) Page 2 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company Pi-GLD-VS (05/17) are amended as follows: 1. The limit for the cost of bail bonds is changed from $250 to $2,500; and 2. The limit for loss of earnings is changed from $250 a day to$500 a day. E. Medical Payments-Limit Increased to $15,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III - LIMITS OF INSURANCE to the greater of: a. $15,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. SECTION I—COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection I. Insuring Agreement, the second part of Paragraph a. is amended to read: provided that: (2) The expenses are incurred and reported to us within three years of the date of the accident; F. Employee Indemnification Defense Coverage Under the SUPPLEMENTARY PAYMENTS-COVERAGES A AND B provision, the following is added: 3, We will pay, on your behalf, defense costs incurred by an"employee" in a criminal proceeding. The most we will pay for any"employee"who is alleged to be directly involved in a criminal proceeding is$25,000 regardless of the numbers of"employees', claims or"suits" brought or persons or organizations making claims or bringing "suits". G. SECTION II -WHO IS AN INSURED is amended as follows: 1, If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part, Paragraph 3.a. is changed to read: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators -Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. b. Managers and Supervisors- If you are an organization other than a partnership or joint venture, your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. c. Broadened Named Insured -Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source -Any person or organization with respect to their liability arising out of: (1)Their financial control of you; or PI-GLD-VS (05/17) Page 3 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company PI-GLD-VS (05/17) (2)Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Managers or Lessors of Premises -Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased to you 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 that person or organization. f. By Contract, Agreement or Permit-Any person or organization with whom you agreed, because of a written contract or agreement or permit, to provide insurance such as is afforded under this policy, but only with respect to your operations, "your work"or facilities owned or used by you. (1)This provision does not apply: (a) Unless the written contract or agreement has been executed or permit has been issued prior to the "bodily injury," "property damage," "personal and advertising injury".- (b) To any person or organization included as an insured under g. Broad Form Vendors below; or (c) To any person or organization included as an insured by an endorsement issued by us and made a part of this Coverage Part. (2) When an engineer, architect or surveyor becomes an insured under this Coverage Part, the following additional exclusion applies: (a) "Bodily injury", "property damage", "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (1) The preparing, approving, or failing to approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; and (H) Supervisory, inspection, or engineering services. (3) When a lessor of leased equipment becomes an insured under this Coverage Part, the following additional exclusions apply: (a)To any"occurrence" which takes place after the equipment lease expires; or (b)To"bodily injury" or"property damage" arising out of the sole negligence of the lessor. (4) When owners or other interests from whom land has been leased become an insured under this Coverage Part, the following additional exclusions apply: (a) Any"occurrence"which takes place after you cease to lease that land; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of the owners or other interests from whom land has been leased. g. Broad Form Vendors -Any person or organization with whom you agreed, because of a written contract or agreement to provide insurance, but only with respect to"bodily injury" or "property damage" arising out of"your products"which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions. (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing or substitution of parts under instructions from the manufacturer, and then repackaged in the original container; PI-GLD-VS (05/17) Page 4 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company PI-GLD-VS (05117) (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor. (2) This provision does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. (3) This provision does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Coverage Part. (4) This provision does not apply if"bodily injury"or"property damage" included within the "products-completed operations hazard" is excluded either by the provisions of the Coverage Part or by endorsement. H. Per Campus—General Aggregate SECTION III—LIMITS OF INSURANCE is amended to include the following provisions: 1. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under SECTION I—COVERAGE, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, and for all medical expenses caused by accidents under SECTION I—COVERAGE, COVERAGE C MEDICAL PAYMENTS which can be attributed only to operations at a single designated "campus" shown in the Declarations: a. A separate Per Campus General Aggregate Limit is applicable to each single designated °campus" shown in the Declarations and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. b. The Per Campus General Aggregate Limit is the most we will pay for the sum of all damages under COVERAGE A, except damages because of"bodily injury" or"property damage" included in the "products-completed operations hazard," and for medical expenses under COVERAGE C regardless of the number of: (1) Insureds; (2) Claims made or"suits" brought; or (3) Persons or organizations making claims or bringing "suits." c. Any payments made under COVERAGE A for damages or under COVERAGE C for medical expenses shall reduce the Per Campus General Aggregate Limit for that designated "campus." Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Per Campus General Aggregate Limit for any other designated "campus" shown in the Declarations. d. The limits shown in the Declarations for Each Occurrence, Fire Damage and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Per Campus General Aggregate Limit. PI-GLD-VS (05117) Page 5 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company PI-GLD VS (05/17) 2. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under SECTION I—COVERAGE, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABIITY, and for all medical expenses caused by accidents under SECTION I—COVERAGE, COVERAGE C MEDICAL PAYMENTS which cannot be attributed only to operations at a single designated "campus" shown in the Declarations: a. Any payments made under COVERAGE A for damages or under COVERAGE C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products-Completed Operations Aggregate Limit,whichever is applicable; and b. Such payments shall not reduce any separate designated "campus" General Aggregate Limit. 3. When coverage for liability arising out of the"products-completed operations hazard" is provided, any payment for damages because of"bodily injury' or"property damage" included in the "products-completed operations hazard"will reduce the Products-Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Per Campus General Aggregate Limit. 4. SECTION V—DEFINITIONS is amended by adding the following: "Campus" is defined as premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 5. The provisions of SECTION III—LIMITS OF INSURANCE not otherwise modified by the above shall continue to apply as stipulated. I. Duties in the Event of Occurrence, Claim or Suit 1. The requirement in Paragraph 2.a.of SECTION IV-COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we are notified as soon as practicable of an "occurrence" or an offense, applies only when the"occurrence" or offense is known to: a. You, if you are an individual; b. A partner, if you are a partnership; or c. An executive officer or insurance manager, if you are a corporation. 2. The requirement in Paragraph 2.1b. of SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we receive notice of a claim or"suit" as soon as practicable will not be considered breached unless the breach occurs after such claim or"suit" is known to: a. You, if you are an individual; b. A partner, if you are a partnership; or c.An executive officer or insurance manager, if you are a corporation. J. Other Insurance—Primary Additional Insured 1. If the written contract or agreement or permit requires this insurance to be primary for any person or organization with whom you agree to include in SECTION II -WHO IS AN INSURED, then SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance is replaced by the following: If other valid and collectible insurance is available for a loss we cover under COVERAGE A of this Coverage Part, our obligations are limited as follows: a. Primary Insurance-This insurance is primary. We will not seek contributions from other PI-GLD-VS (05117) Page 6 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company PI-GLD-VS (05/17) insurance available to the person or organization with whom you agree to include in SECTION II -WHO IS AN INSURED, except when 2. below applies. b. Excess Insurance-This insurance is excess over any of the other insurance whether primary, excess, contingent or any other basis: (1) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) That is Fire, lightning or explosion insurance for premises rented to you; or temporarily occupied by you with permission of the owner; or (3) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to SECTION I—COVERAGE, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. When this insurance is excess, we will have no duty under Coverages A or B to defend any claim or"suit"that any other insurer has a duty to defend. If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2)The total of all deductible and self-insured amounts under all other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this excess insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method of Sharing - If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains,whichever comes first. If any or the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's contribution is based on the ratio of its applicable limits of insurance of all insurers. 2. This provision only applies with respect to your operations, "your work"or facilities owned or used by you. K. Other Insurance—You Are An Additional Insured On Another Person's Or Organization's Policy --If you are an insured under SECTION II -WHO IS AN INSURED, then SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. OTHER INSURANCE, Paragraph b. Excess Insurance is replaced by the following: This insurance is excess over any other insurance, whether primary, excess, contingent or on any other basis: 1, That is Fire, Extended Coverage, Builders Risk, Installation Risk or similar coverage for"your work"; 2. That is Fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; PI-GLD-VS (05/17) Page 7 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company PI-GLD-VS (05/17) 3. If the loss arises out of the maintenance or use of aircraft, "autos"or watercraft to the extent not subject to SECTION I—COVERAGE, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2, Exclusions, Paragraph g.; or 4. When any of the Named Insureds, under this Coverage Part, are additional insureds under a commercial general liability policy or similar insurance of another party. When this insurance is excess, we will have no duty under Coverages A or B to defend any claim or "suit" that any other insurer has a duty to defend. If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insureds. When this insurance is excess or other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: 1. The total amount that all such other insurance would pay for the loss in the absence of this insurance; and 2. The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. L. Unintentional Failure To Disclose Hazards It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. M. Liberalization If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. N. Bodily Injury -Mental Anguish SECTION V—DEFINITIONS, Paragraph 3. is changed to read: "Bodily Injury": a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (item a, above) at any time. O. Personal and Advertising Injury—Abuse of Process. Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of"personal and advertising injury" is amended as follows: 1. SECTION V—DEFINITIONS, Paragraph 14. b. is revised to read: b. Malicious prosecution or abuse of process: 2. SECTION V—DEFINITIONS, Paragraph 14. is amended to include the following: PI-GLD-VS (05/17) Page 8 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission, Philadelphia Indemnity Insurance Company PI-GLD-VS (05/17) "Personal Injury" also means discrimination based on race, color, religion, sex, age or national origin, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1)Any insured; or (2)Any executive officer, director, stockholder, partner or member of the insured; or b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; or c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling, The above does not apply to fines or penalties imposed because of discrimination. P. Transfer of Rights of Recovery Against Others To Us As a clarification, the following is added to SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 8.Transfer of Rights of Recovery Against Others To Us: Therefore, the insured can waive the insurer's Rights of Recovery prior to the occurrence of a loss, provided the waiver is made in a written contract, Q. Science Laboratory"Occurrence" SECTION I —COVERAGE, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph f. does not apply to any"bodily injury" or"physical damage" arising out of a fire or"occurrence" in any of your science laboratories while teaching is being conducted in that laboratory, subject to a $50,000 per policy limit. R. Medical Incident Liability-Nurse and Athletic Trainer 1. SECTION II—WHO IS AN INSURED, Subparagraph 2.a.(1) (d) is deleted and replaced by the following: (d)Arising out of his or her providing or failing to provide professional medical services. This paragraph does not apply to a registered or practical nurse or athletic trainer, while acting within the scope of his or her duties for the Named Insured and arising out of a"medical incident". 2. SECTION V—DEFINITIONS, 13. is deleted and replaced by the following: "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions, and "medical incident". 3. The following definition is added to SECTION V—DEFINITIONS: "Medical Incident" means any act or omission in the furnishing or failure to furnish professional medical services by the insured or any person acting under the personal direction, control, or supervision of the insured. Any such act or omission together with all related acts or omissions in the furnishing of such services to any one person shall be considered one"medical incident". "Medical incident" does not include any actual, alleged or threatened emotional, physical, or sexual abuse of any patient or professional medical services recipient. PI-GLD-VS (05/17) Page 9 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. kThe Hartford THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT W CALIFORNIA Policy Number: 45 WEC AV71-187 Endorsement Number: Effective Date: 01/27/26 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: The Jay Particle, LLC 3501 W MOORE AVE STE J SANTA ANA CA 92704 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 12/18/25 Policy Expiration Date: 01/27/27