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HomeMy WebLinkAboutContract 2025 Contract No. _Lv City Clerk M+ Risk Manage; Scanned AGREEMENT FOR DESIGN PROFESSIONAL SERVICES BETWEEN THE CITY OF CATHEDRAL CITY, CALIFORNIA AND MSA CONSULTING, INC. This Agreement for Design Professional Services ("Agreement") is entered into as of June 28, 2023 ("Effective Date") by and between the City of Cathedral City, a municipal corporation ("City") and MSA Consulting, Inc., a California Corporation ("Design Professional"). City and Design Professional are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." RECITALS A. City has sought, by direct negotiation, the performance of the engineering services defined and described particularly in Section 2 of this Agreement. B. Design Professional, following submission of a proposal for the performance of the services defined and described particularly in Section 2 of this Agreement, was selected by the City to perform those services. C. Design Professional was selected by the City on the basis of Design Professional's demonstrated competence and the professional qualifications necessary for the satisfactory performance of the services required. D. Pursuant to the City of Cathedral City's Municipal Code, City has authority to enter into this Design Professional Services Agreement and the City Manager has authority to execute this Agreement. E. The Parties desire to formalize the selection of Design Professional for performance of those services defined and described particularly in Section 2 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows: SECTION 1. TERM OF AGREEMENT. Subject to the provisions of Section 19 "Termination of Agreement" of this Agreement, the Term of this Agreement is for two years commencing on the Effective Date. - 1 - SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE. (a) Scope of Services. Design Professional agrees to perform the services set forth in Exhibit "A" "Scope of Services" (hereinafter, the "Services") and made a part of this Agreement by this reference. (b) Schedule of Performance. The Services shall be completed pursuant to the schedule specified in Exhibit "A." Should the Services not be completed pursuant to that schedule, the Design Professional shall be deemed to be in Default of this Agreement. The City, in its sole discretion, may choose not to enforce the Default provisions of this Agreement and may instead allow Design Professional to continue performing the Services. SECTION 3. ADDITIONAL SERVICES. Design Professional shall not be compensated for any work rendered in connection with its performance of this Agreement that are in addition to or outside of the Services unless such additional services are authorized in advance and in writing in accordance with Section 25 "Administration and Implementation" or Section 27 "Amendment" of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services. SECTION 4. COMPENSATION AND METHOD OF PAYMENT. (a) Subject to any limitations set forth in this Agreement, City agrees to pay Design Professional the amounts specified in Exhibit "B" "Compensation" and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Six Hundred Eighty-Eight Thousand Dollars ($688,000), unless additional compensation is approved in writing in accordance with Section 25 "Administration and Implementation" or Section 27 "Amendment" of this Agreement. (b) Each month Design Professional shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-Design Professional contracts. Sub-Design Professional charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. If the compensation set forth in subsection (a) and Exhibit "B" include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of task performed and the amount of time incurred for or allocated to that task. City shall independently review each invoice submitted by the Design Professional to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any charges or expenses are disputed by City, - 2 - the original invoice shall be returned by City to Design Professional for correction and resubmission. (c) Except as to any charges for work performed or expenses incurred by Design Professional which are disputed by City, City will use its best efforts to cause Design Professional to be paid within forty-five (45) days of receipt of Design Professional's correct and undisputed invoice. (d) Payment to Design Professional for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Design Professional. SECTION 5. INSPECTION AND FINAL ACCEPTANCE. City may inspect and accept or reject any of Design Professional's work under this Agreement, either during performance or when completed. City shall reject or finally accept Design Professional's work within sixty (60) days after submitted to City. City shall reject work by a timely written explanation, otherwise Design Professional's work shall be deemed to have been accepted. City's acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Design Professional's work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 15 "Indemnification" and Section 16 "Insurance." SECTION 6. OWNERSHIP OF DOCUMENTS. All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Design Professional in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Design Professional. Upon completion, expiration or termination of this Agreement, Design Professional shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents. If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Design Professional in the course of providing the Services pursuant to this Agreement, Design Professional's guarantees and warranties in Section 9 "Standard of Performance; Familiarity With Work" of this Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents. - 3 - SECTION 7. DESIGN PROFESSIONAL'S BOOKS AND RECORDS. (a) Design Professional shall maintain any and all documents and records demonstrating or relating to Design Professional's performance of the Services. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to City pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Design Professional pursuant to this Agreement. Any and all such documents or records shall be maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. (b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Design Professional's address indicated for receipt of notices in this Agreement. (c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Design Professional's business, City may, by written request, require that custody of such documents or records be given to the City. Access to such documents and records shall be granted to City, as well as to its successors-in-interest and authorized representatives. SECTION 8. INDEPENDENT CONTRACTOR. (a) Design Professional is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Design Professional shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. (b) The personnel performing the Services under this Agreement on behalf of Design Professional shall at all times be under Design Professional's exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Design Professional or any of Design Professional's officers, employees, or agents except as set forth in this Agreement. Design Professional shall not at any time or in any manner represent that Design Professional or any of Design Professional's officers, employees, or agents are in any manner officials, officers, employees or agents of City. - 4 - (c) Neither Design Professional , nor any of Design Professional's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Design Professional expressly waives any claim Design Professional may have to any such rights. SECTION 9. STANDARD OF PERFORMANCE; FAMILIARITY WITH WORK. (a) Design Professional represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Design Professional shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services. In meeting its obligations under this Agreement, Design Professional shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Design Professional under this Agreement, and shall use such skill, prudence, and diligence as other members of Design Professional's profession commonly possess and exercise. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit "A" "Scope of Work" that shall also be applicable to Design Professionals work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general. (b) Design Professional warrants that (1) it has thoroughly investigated and considered the work to be performed, (2) it has investigated the issues, regarding the scope of services to be provided, (3) it has carefully considered how the work should be performed, and (4) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES. Design Professional shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Design Professional shall obtain any and all licenses, permits and authorizations necessary to perform the Services set forth in this Agreement. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Design Professional to comply with this section. SECTION 11. PREVAILING WAGE LAWS. It is the understanding of City and Design Professional that California prevailing wage laws do not apply to this Agreement because the Agreement does not involve any of the following services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities, streets or sewers - 5 - done under contract and paid for in whole or in part out of public funds. In this context, "construction" includes work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work. SECTION 12. NONDISCRIMINATION. Design Professional shall not discriminate, in any way, in the employment of persons to perform the Services in violation of any federal or state law prohibiting discrimination in employment, including based on the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, of any person, except as provided under California Government Code section 12940. SECTION 13. CONFLICTS OF INTEREST. (a) Design Professional covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Design Professional's performance of the Services. Design Professional further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Design Professional agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. (b) City may determine that Design Professional must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests. If such a determination is made, Design Professional shall file the subject Form 700 with the City Clerk's Office pursuant to the written instructions provided by the Office of the City Clerk within ten (10) days of the request. (c) City understands and acknowledges that Design Professional is, as of the date of execution of this Agreement, independently involved in the performance of non- related services for other governmental agencies and private parties. Design Professional is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. (d) City understands and acknowledges that Design Professional will, perform non-related services for other governmental agencies and private parties following the completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section. - 6 - SECTION 14. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. (a) All information gained or work product produced by Design Professional in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Design Professional. Design Professional shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law. (b) Design Professional, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Design Professional gives City notice of such court order or subpoena. (c) If Design Professional, or any officer, employee, agent or subcontractor of Design Professional, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Design Professional for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Design Professional's conduct. (d) Design Professional shall promptly notify City should Design Professional , its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Design Professional or be present at any deposition, hearing or similar proceeding. Design Professional agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Design Professional. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. SECTION 15. INDEMNIFICATION. (a) Indemnification by Design Professional. As provided under Civil Code Section 2782.8, Design Professional shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all claims. actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, liabilities, damages, costs and expenses, including attorney's fees and costs, (collectively "Claims") to the extent same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Design Professional, its officers, agents, employees or sub- consultants (or any entity or individual that Design Professional shall bear the legal liability thereof) in the performance of professional services under this Agreement. In the - 7 - event Claims are found by the trier of fact to have been caused by the joint or concurrent negligence of the City, its contractors and other design professionals, and Design Professional, damages and expenses from both indemnity and duty to defend obligations shall be borne by each party in proportion to its negligence. Notwithstanding the foregoing, in the event one or more defendants are unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Design Professional shall meet and confer with other parties regarding unpaid defense costs. The provisions of this section pertaining to Design Professional's duty to defend shall not apply if there is a project-specific general liability policy of insurance that insures all project participants for general liability exposure on a primary basis and also covers all design professionals involved with the project for their legal liability arising out of their professional services on a primary basis. (b) Indemnification from Subcontractors. Design Professional agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every sub-consultant, subcontractor or any other person or entity involved by, for, with or on behalf of Design Professional in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Design Professional fails to obtain such indemnity obligations from others as required here, Design Professional agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Design Professional and shall survive the termination of this Agreement or this section. (c) City's Negligence. The provisions of this section do not apply to Claims occurring as a result of City's sole negligence. The provisions of this section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials, employees and agents. SECTION 16. INSURANCE. Design Professional agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit "C" "Insurance" and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Design Professional agrees to provide City with copies of required policies upon request. SECTION 17. ASSIGNMENT. The expertise and experience of Design Professional are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Design Professional under this Agreement. In recognition of that interest, Design Professional shall not assign or transfer this Agreement or any portion of this Agreement or the - 8 - performance of any of Design Professional's duties or obligations under this Agreement without the prior written consent of the City. Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 19 "Termination of Agreement." City acknowledges, however, that Design Professional, in the performance of its duties pursuant to this Agreement, may utilize subcontractors. SECTION 18. CONTINUITY OF PERSONNEL. Design Professional shall make every reasonable effort to maintain the stability and continuity of Design Professional's staff and subcontractors, if any, assigned to perform the Services. Design Professional shall notify City of any changes in Design Professional's staff and subcontractors, if any, assigned to perform the Services prior to and during any such performance. SECTION 19. TERMINATION OF AGREEMENT. (a) City may terminate this Agreement, with or without cause, at any time by giving thirty (30) days written notice of termination to Design Professional. In the event such notice is given, Design Professional shall cease immediately all work in progress. (b) Design Professional may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City. (c) If either Design Professional or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Design Professional, or City may terminate this Agreement immediately upon written notice. (d) Upon termination of this Agreement by either Design Professional or City, all property belonging exclusively to City which is in Design Professional's possession shall be returned to City. Design Professional shall furnish to City a final invoice for work performed and expenses incurred by Design Professional, prepared as set forth in Section 4 "Compensation and Method of Payment" of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 "Compensation and Method of Payment" of this Agreement. SECTION 20. DEFAULT. In the event that Design Professional is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Design Professional for any work performed after the date of default. Instead, the City may give notice to Design Professional of the default and the reasons for the default. The notice shall include the timeframe in which Design Professional may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Design Professional is in default, the City shall hold all invoices and shall, when the default is - 9 - cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Design Professional does not cure the default, the City may take necessary steps to terminate this Agreement under Section 19 "Termination of Agreement." Any failure on the part of the City to give notice of the Design Professional's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. SECTION 21. EXCUSABLE DELAYS. Design Professional shall not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Design Professional. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes. SECTION 22. COOPERATION BY CITY. All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the Services shall be furnished to Design Professional in every reasonable way to facilitate, without undue delay, the Services to be performed under this Agreement. SECTION 23. NOTICES. All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows: To City: City of Cathedral City Attn: City Manager 68-700 Avenida Lalo Guerrero Cathedral City, CA 92234 To Design Professional: MSA Consulting Inc. 34200 Bob Hope Drive Rancho Mirage, CA 92270 Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service. - 10 - SECTION 24. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Design Professional represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Design Professional to the performance of its obligations hereunder. SECTION 25. ADMINISTRATION AND IMPLEMENTATION. This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 27 "Amendment" and the City Manager's contracting authority under the Cathedral City Municipal Code. SECTION 26. BINDING EFFECT. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties. SECTION 27. AMENDMENT. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Design Professional and by the City. The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager's contracting authority under the Cathedral City Municipal Code. All other amendments shall be approved by the City Council. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void. SECTION 28. WAIVER. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Design Professional shall not constitute a waiver of any of the provisions of this Agreement. SECTION 29. LAW TO GOVERN; VENUE. This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event - 11 - of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside. SECTION 30. ATTORNEYS FEES, COSTS AND EXPENSES. In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled. SECTION 31. ENTIRE AGREEMENT. This Agreement, including the attached Exhibits "A" through "C", is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Design Professional and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding. SECTION 32. SEVERABILITY. If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s). SECTION 33. CONFLICTING TERMS. Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any Exhibit hereto, or with the terms of any document incorporated by reference into this Agreement, the terms of this Agreement shall control. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written. CITY OF CATHEDRAL CITY MSA CONSULTING INC. PJA Charles P. McClendon By: City Manager Its: V.C'- - 12 - ATTEST: MAJL BY: !4Er2IP Its: ' 1 6 ' ► i r . ► ►.i V,\ Q \ku Tracey R.` iermosillo, CMC City Clerk APPROVED AS TO FOJpM Eric S. Vail City Attorney NOTE: DESIGN PROFESSIONAL'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO DESIGN PROFESSIONAL'S BUSINESS ENTITY. - 13 - A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) On 4 \1 , 2023 before me, '91Cv10 C71�iv,I.IDkiav \V71•le Date Name And Title Of Officer(e.g."Jane Doe,Notary Public') personally appeared 1 A(✓rlU�/) ����i Name of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and Notary Public•California correct. Riverside County • Commission it 2367039 WITNESS my hand and official seal. `• •.�` My Comm.Expires Jul 21,2025 / , - Signature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alternation of the document or fraudulent reattachment of this form to an unintended document. CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT Signer's Name: Individual Corporate Officer Title(s) Title or Type of Document Partner(s) Limited General Attorney-In-Fact Number Of Pages Trustee(s) Guardian/Conservator Other: Date Of Doc nt Signer is representing: Name Of Person(s)Or Entity(ies) Signer(s)Other Than Named Above A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA STATE OF CALIFORNIA COUNTY OF RIVERSIDE On , 2023 before me, Date Name And Title Of Officer(e g "Jane Doe,Notary Public") personally appeared Name of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alternation of the document or fraudulent reattachment of this form to an unintended document. CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT Signer's Name: Individual Corporate Officer Title(s) Title or Type of Document Partner(s) Limited General Attorney-In-Fact Number Of Pages Trustee(s) Guardian/Conservator Other: Date Of Document Signer is representing: Name Of Person(s)Or Entity(ies) Signer(s)Other Than Named Above EXHIBIT "A" SCOPE OF SERVICES See attached Exhibit A, Item 1. A-1 • MSA CONSULTING, INC. Civil Engineering • Land Surveying • Landscape Architecture Planning • Environmental Services • Dry Utility Coordination • GIS Exhibit A, Item 1 CONTRACT AMENDMENT Project: Date Palm Widening— Cathedral City, CA MSA Job #: MSA RFP #: Final Design Services 2189.001 1540 Initiated for: Mr. John Corella Agreement Reference: City of Cathedral City Agreement dated 02/12/2014 Date: MSA Project Manager: May 23, 2023 Michael Rowe, PE The following change is proposed for the above referenced project and is a request to amend the previous contracted relationship between MSA Consulting, Inc. and the City. This Contract Amendment is to serve as an addendum to the existing contract established between the two parties. For hourly services,current hourly rates shall apply. A signed copy of a Professional Service Agreement, or a signed copy of this amendment, will serve to acknowledge approval of the terms contained herein: ADDITIONAL SCOPE OF WORK REQUEST: 1.1. Boundary and Strip Topo (Including 500' E&W on Varner) Perform a boundary survey of the property to establish accurate property lines and provide aerial topographic mapping to create an accurate base map for design purposes. Tasks will include: • Perform record map research and complete a boundary survey of the site. • Set targets and tie in control for aerial photogrammetry. • Fly, photograph and map the site for production of topographic mapping at 1"=40' scale and produce a base map with 1 ft. contour intervals in digital format. • Perform supplemental field survey of all existing visible surface utilities adjacent to and within the site. • Review Preliminary Title Report and support documents and plot any existing easements and rights of way. • Provide Base Plan, annotated with notes. 1.2. Utility Research Research and map the relevant utilities affecting Date Palm Drive for use in identifying possible service connections and existing site design constraints. Tasks will include: • Perform utility research. • Prepare an existing utility base plan in AutoCAD format. • Visit the site to field verify utilities. 1.3. Street Improvement Plans Prepare Street Improvement Plan at a scale of 1"=40' for approximately 3,500 linear feet along Date Palm Drive and approximately 500' east and west from Date Palm on Varner Road. Improvements include full street section (centerline to right-of-way) having medians and sidewalks, including proper transitions to existing pavement on Varner Road and Interstate 10 on/off ramps; process through the City for approval. 34200 Bob Hope Drive, Rancho Mirage, CA 92270 I 760.320.9811 I msaconsultinginc.com Final Design Services for Date Palm Widening Project—Cathedral City,CA(RFP 1540)/May 23,2023/2 1.4. Strom Drain Plans Prepare Storm Drain Plans for approximately 800 LF of Regional facilities southwest of the intersection of Date Palm and Varner based on offsite hydrology calculations provided by others; process through the City and Riverside County Flood Control for approval. 1.5. Right of Way Exhibits and Grant Deeds ■ Prepare legal description and exhibit to dedicate ultimate road rights of way for Date Palm Drive to the City. Once approved, City or Title company to record at the recorder's office. ■ Prepare and submit Right-of-Way Dedication application, legal descriptions, exhibits and site plan to dedicate a portion of Varner Road for public street purposes. Once approved, City or Title company to record at the recorder's office. ■ Includes preparation of grant deed, preliminary change of ownership and tax transfer affidavit, obtain owner's notarized signature, to record at recorder's office. 1.6. Landscape Architecture for Median Only ■ Conceptual Landscape Plan: MSA will develop a conceptual landscape study illustrating proposed elements for the Date Palm Drive median only, and associated plant palettes for City review and approval. Upon receipt of final conceptual architecture, grading and site plan, MSA will then prepare a colored Conceptual Landscape Plan in accordance with agency requirements that depicts conceptual planting areas, materials and design images suitable for entitlement processing and approval: One (1) Conceptual Landscape Design Study presented in plan view with associated landscape character imagery. One (1) Conceptual Landscape Median design. One (1) Presentation to City for discussion and comment. One (1) Refined Conceptual Landscape Plan Incorporating City comments. One (1) Refined image board to convey landscape design and finish level of improvements. ■ Prepare construction drawing level landscape plans, incorporating the approved preliminary landscape plan, to include the following: Hardscape Plan. Construction/Site Details. Planting Plan indicating all plant material in both common and botanical names, quantities, container sizes and water use requirements. Automatic Irrigation System Plan with equipment legend and water use calculations. Preliminary estimate of probable construction costs. Specifications and details. Soils Management Report including coordination with local laboratory who will obtain project site samples and provide formal report. Final estimate of probable construction costs. 34200 Bob Hope Drive, Rancho Mirage, CA 92270 I 760.320.9811 I msaconsultinginc.com Final Design Services for Date Palm Widening Project—Cathedral City,CA(RFP 1540)/May 23,2023/3 1.7. Final Cost Estimate Create a final Engineering Estimate of Probable Costs, based on approved plans, or when requested by the City, for bonding purposes and map recordation. 1.8. Dust and Erosion Control Plan / Monitoring (One Year) ■ Fugitive Dust Control Plan: Prepare Fugitive Dust Control Plan (PM-10 Plan) and process through the City for approval. Final approval by the City will be contingent on City identifying the contractor's contact information and documentation of SCAQMD dust control training. ■ Erosion Control Plan: Prepare Erosion Control Plan; process through the City for approval. ■ Weekly QSP Monitoring: The construction project is required to obtain permit coverage under the National Pollutant Discharge Elimination System (NPDES) General Permit for Storm Water Discharges Associated with Construction and Land Disturbance Activities, Order No. 2009-0009-DWQ as amended by Order No. 2010-0014-DWQ. The project's permit registration documents are deemed public records and therefore electronically accessible by the City of Cathedral City regulatory agencies, and the residents. The permit requires visual Inspections by a Qualified SWPPP Practitioner (QSP) or trained individual to take place for the duration of the construction process, which is anticipated to take approximately 12 months per City's schedule: 1) on a weekly basis, 2) at least once each 24-hour period during an extended storm event, and 3) within 48 hours after a qualifying rain event (producing 0.5 inches or more in precipitations). Information from the monitoring records is utilized to prepare the Annual Report, which must be completed and electronically submitted no later than September 1 of each year via SMARTS. Perform weekly QSP Monitoring with corresponding reports for an estimated 52 weeks during construction until turned over to City's representative. ■ Daily LAQMP Environmental Observer: The South Coast AQMD requires daily recordkeeping of dust control activities by an AQMD certified individual. MSA will record daily activities as well as form a portion of the team that provides 24-hour availability to respond to complaints and calls relative to dust control. All areas of the property will be in one of five stabilized conditions at all times: Native, Pre- watering, Grading with truck watering, short term stabilization (polymer) or long- term stabilization (vegetation and polymer). Act as a LAQMP observer to perform daily site visits and prepare corresponding reports for an estimated 52 weeks. ■ 2023-2024 NPDES Annual Report: Compile observations and monthly reports for the NPDES Annual Report, due no later than September 1, 2024 or at the time of project completion. ■ Miscellaneous Monitoring Compliance Assistance: Provide miscellaneous assistance with non-compliance issues, Change of Information (COI), etc. This proposal provides an estimated allowance for budgeting purposes. All time expended for these services will be billed at our hourly rates. 34200 Bob Hope Drive, Rancho Mirage, CA 92270 I 760.320.9811 I msaconsultinginc.com Final Design Services for Date Palm Widening Project—Cathedral City,CA(RFP 1540)/May 23,2023/4 1.9. Meetings and Coordination Provide Special City requests, such as project coordination, meeting attendance, research, plan processing and other tasks not included in scope. This amendment provides an initial estimated allowance in the cost impact section. Should a greater level of effort be required, additional time will be invoiced on a time and material basis per MSA's current hourly rates. 1.10. Dry Utility Coordination MSA will coordinate with the public utilities for a design to relocate necessary dry utility facilities for all street improvements related to the site. MSA will meet with the City or representative to review project design, phasing, construction timelines and additional needs. Pre-submittal includes confirming strategy to relocate transmission facilities from Southern California Edison (SCE). Utility submittals will be made after the site plan and phasing has been finalized. Coordination also includes working with the City to secure all required City authorizations, legal entity information, preparation of service applications and other required documents for City signature to accompany submittals to the respective utility agencies. ■ Electrical Coordination: SCE coordination assumes design only to relocate all transmission facilities related to street improvements. Upon availability of final improvement plans and City required documentation, coordinate with SCE. Tasks include: Submit to SCE for relocation design. Review SCE Preliminary Conduit Design, perform horizontal conflict study and coordinate with the City for approval before submitting to SCE for Final Design. Perform conflict study of SCE Final Design. Track all contracts, agreements and invoices. Coordinate SCE provided easements. ■ Telephone Coordination: Relocate any and all Frontier Communications facilities related to street improvement plans. Tasks include: Determine if the relocations are needed. Upon availability of SCE conduit design, prepare submittal package to Frontier Communications and submit for on-site design, if needed. Coordinate service contract package submittal and process through Frontier Communications for approval. ■ Cable Coordination: Determine if Spectrum CATV relocations are needed. Tasks include: Upon availability of SCE conduit design, submit package to Spectrum for relocation of existing cable services. Coordinate Spectrum Service Agreements, contracts, invoices and easement docs through Spectrum for approval. 34200 Bob Hope Drive, Rancho Mirage, CA 92270 I 760.320.9811 I msaconsultinginc.com Final Design Services for Date Palm Widening Project—Cathedral City,CA(RFP 1540)/May 23,2023/5 ■ Gas Company Coordination: Coordinate relocations of gas facilities with the Gas Company as needed. City to provide preferred location for each meter.Task includes: • Upon availability of the SCE Conduit Design, make on-line Gas Submittal. Meet with Gas Company Local Planner to review site plan and City needs. • Submit for Gas Company land-basing. • Submit for on site design. • Coordinate and track all Gas Company contracts, invoices, agreements and other documentation. Coordinate Meter Applications (City makes request for actual meter). • Dry Utility Meetings, Miscellaneous, Coordination and Support: Provide assistance to attend meetings or provide construction support related services for City or their representative. Also includes conducting one (1) pre-construction dry-utility kick-off meeting with the utility companies, contractor and other required parties. 1.11. CEQA Addendum • CEQA Addendum: Prepare an addendum to the approved CEQA Initial Study, prepared in October of 2014, to incorporate revisions to the project description and the associated changes in CEQA Resource impacts. The Initial Study Addendum will update the project description and amend the analysis to address project revisions including changes to project limits, based on reports and plans prepared by City's consultants. • CEQA Addendum Processing/ Publication: Provide assistance to the City with the processing and publication of CEQA Addendum document and notices. 1.12. Regulatory Permit (404 and 1603) Prepare the necessary exhibits and applications to acquire the required permit(s) within the State and/or Federal government to facilitate the work in their jurisdictional limits. 1.13. Signal Improvement Plans (By Others) Prepare full intersection Signal Improvement Plans for the intersection of Date Palm Drive and Varner Road at their General Plan widths. These Plans will accompany the Street Improvement plans prepared above and processed through the City for approval. 1.14. Environmental Consultants (Biology and Cultural) Subcontract with an approved biologist and cultural consultant to prepare the necessary review of the biological and historical impacts to the proposed improvement beyond the limits at the intersection that have already been developed. Includes consultation with the local Tribal Council of impacts that may be affected with these improvements. This Scope assumes any necessary Geotech reporting will be provided by the City. CITY RESPONSIBILITIES and ASSUMPTIONS The following has been taken into consideration in the preparation of this amendment: 1. City to provide access to the site as needed. 2. City to provide copies of all available project documents adjacent to this alignment including Geotech, boundary, lotting and grading in AutoCAD, technical reports and CEQA documents, other as may be available. 34200 Bob Hope Drive, Rancho Mirage, CA 92270 I 760.320.9811 I msaconsultinginc.com Final Design Services for Date Palm Widening Project—Cathedral City,CA(RFP 1540)/May 23,2023/6 3. City to provide current Preliminary Title Report, Grant Deeds and Schedule B supporting documents. 4. City to provide timely directions on development decisions. 5. City to retain all necessary supporting consultants as necessary (e.g. Geotech, Lighting, etc.). 6. Prevailing wage rates are in effect. 7. City to coordinate and contract with special studies consultants. 8. Does not include costs of litigation in the event the project is approved but judicially challenged. 9. Utility plat fees to be billed to City as reimbursable expenses. 10.City to facilitate obtaining Owner's Statement and User Questionnaire documentation. 11. MSA will visit the site five (5) days a week for the Environmental monitoring. NOTE: Cost to perform site visits on Fridays will be billed under the QSP Monitoring task. Schedule as follows: a) Monday—Thursday: PM-10 Observations b) Friday: PM-10 Observations and QSP Monitoring EXCLUSIONS Consulting services not specifically listed in the scope above are excluded from the amendment. Additional services, if required, may be provided by MSA or other consultants under separate written proposal with additional fees as approved by the City. Examples of these include: 1. Agency/Impact fees 2. Architectural Plans 3. Landscape Architectural Plans outside of the median 4. Environmental Technical Reports (e.g. Geology, Traffic, etc.). 5. On-Site and/or Off-Site Hydrology Reports 6. Potholing or related services 7. Construction Staking 8. Geotechnical monitoring and testing services 9. Material testing 10.Archeological monitoring services 11.Tribal monitoring services 12. Phase 1 and/or Phase 2 Environmental Site Assessment 13.BOR related services 14. Project schedules, including preparation of Gantt charts for City use 15.Corner Record 16.Record of Survey 17. Monumentation 18. New CEQA document (Initial Study, Mitigated Negative Declaration, Environmental Impact Report, etc.) EXHIBIT "B" COMPENSATION See attached Exhibit B, Item 1. B-1 MSA CONSULTING, INC. 1, 1 , • Civil Engineering • Land Surveying • Landscape Architecture Planning • Environmental Services • Dry Utility Coordination • GIS Exhibit B, Item 1 CURRENT HOURLY BILLING RATES April 1, 2023 CLASSIFICATION HOURLY RATES Principal Engineering Services Principal Engineer $250.00 Planning Services Director of Planning 240.00 Planner/Designer 170.00 Planner/Project Manager 155.00 CADD Technician 140.00 Assistant Planner 130.00 Environmental Services Director of Environmental Services 210.00 Environmental Planner/GIS Specialist 170.00 Environmental Planner 140.00 Assistant Environmental Planner 130.00 Landscape Architecture Services Studio Director-Landscape 220.00 Senior Project Architect-Landscape 190.00 Senior Project Manager-Landscape 180.00 Senior Project Designer-Landscape 175.00 Project Architect-Landscape 165.00 Project Manager-Landscape 170.00 Project Designer-Landscape 155.00 Associate Project Manager-Landscape 150.00 Associate Project Designer-Landscape 145.00 CADD Designer-Landscape 135.00 Administrative Assistant 110.00 Survey Services Director of Surveying and Mapping 220.00 Survey Manager 200.00 Survey Project Manager 200.00 Senior Surveyor 185.00 Chief of Parties 180.00 Survey Technician II 170.00 Survey Technician I 140.00 One-Man Survey Crew(Field) 180.00 One-Man Survey Crew(Prevailing Wage) 200.00 Two-Man Survey Crew 285.00 Two-Man Survey Crew(Prevailing Wage) 315.00 Three-Man Survey Crew 365.00 Three-Man Survey Crew(Prevailing Wage) 400.00 Utility Services/Construction Administration Utility Manager 180.00 Utility Coordinator 165.00 CADD Technician 140.00 Engineering Services Director of Design Services 240.00 Senior Project Manager 240.00 Project Manager 210.00 Associate Project Manager 190.00 Senior Project Engineer 190.00 Project Engineer 180.00 Senior Designer 175.00 CADD Designer 150.00 CADD Technician 140.00 Assistant Project Manager 115.00 Administrative Services Administrative Assistant 110.00 The above rates include all labor,materials,and incidental expenses such as vehicle mileage,postage,toll calls,and survey materials. Not included are reproduction costs,title company charges,special mailing charges,application,filing or permit fees or survey monuments. 34200 Bob Hope Drive, Rancho Mirage, CA 92270 I 760.320.9811 I msaconsultinginc.com Final Design Services for Date Palm Widening Project—Cathedral City,CA(RFP 1540)/May 23,2023/7 COST IMPACT: Total Cost (includes hourly estimate;does not include reimbursables) $688,000 1.1. Boundary and Strip Topo (Including 500' E&W on Varner) $75,000 1.2. Utility Research $20,000 1.3. Street Improvement Plans $90,000 1.4. Strom Drain Plans $30,000 1.5. Right of Way Exhibits and Grant Deeds $15,000 1.6. Landscape Architecture for Median Only $60,000 1.7. Final Cost Estimate $8,000 1.8. Dust and Erosion Control Plan / Monitoring (One Year) $40,000 1.9. Meetings and Coordination (hourly estimate) $25,000 1.10. Dry Utility Coordination $30,000 1.11. CEQA Addendum $110,000 1.12. Regulatory Permit (404 and 1603) $50,000 1.13. Signal Improvement Plans (By Others) $75,000 1.14. Environmental Consultants (Biology and Cultural) $60,000 Reimbursables Billed at cost AUTHORIZATION: Approved by: Acknowledgment by MSA Consulting, Inc. Authorized Signature Signature Typed/Printed Name Typed or Printed Name/Title Typed/Printed Contracting Entity Date Date 34200 Bob Hope Drive, Rancho Mirage, CA 92270 I 760.320.9811 I msaconsultinginc.com EXHIBIT "C" INSURANCE A. Insurance Coverages. Service Provider shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Service Provider, its agents, representatives or employees. Service Provider shall procure and maintain the following scope and limits of insurance: Only the following "marked" requirements are applicable: X Commercial General Liability (CGL): Insurance written on an occurrence basis to protect Service Provider and City against liability or claims of liability which may arise out of this Agreement in the amount of one million dollars ($1,000,000) per occurrence and subject to an annual aggregate of two million dollars ($2,000,000). Coverage shall be at least as broad as Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). There shall be no endorsement or modification of the CGL limiting the scope of coverage for either insured vs. additional insured claims or contractual liability. All defense costs shall be outside the limits of the policy. X Vehicle Liability Insurance: Vehicle liability insurance in an amount not less than $1,000,000 for injuries, including accidental death, to any one person, and subject to the same minimum for each person, in an amount not less than one million dollars ($1,000,000) for each accident, and property damage insurance in an amount of not less than one million dollars ($1,000,000). A combined single limit policy with aggregate limits in an amount of not less than $2,000,000 shall be considered equivalent to the said required minimum limits. Coverage shall be at least as broad as Insurance Services Office form number CA 0001 covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the approval of the City. X Workers' Compensation Insurance: Workers' Compensation insurance that includes a minimum of one million dollars ($1,000,000) of employers' liability coverage. Service Provider shall provide an endorsement that the insurer waives the right of subrogation against the City and its respective elected officials, officers, employees, agents and representatives. In the event a claim under the provisions of the California Workers' Compensation Act is filed against City by a bona fide employee of Service Provider participating under this Agreement, Service Provider is to defend and indemnify the City from such claim. X Professional Liability Insurance: Professional liability insurance appropriate to the Service Provider's profession in an amount not less than one million dollars C-1 $1,000,000 per occurrence. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to Services performed under this Agreement. The insurance must be maintained for at least three (3) consecutive years following the completion of Service Provider's services or the termination of this Agreement. During this additional three (3) year period, Service Provider shall annually and upon request of the City submit written evidence of this continuous coverage. B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: 1. All Coverages. a. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail, return receipt requested, has been given to City. b. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. 2. Commercial General Liability and Automobile Liability Coverages. a. City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Service Provider performs; products and completed operations of Service Provider; premises owned, occupied or used by Service Provider; or automobiles owned, leased, hired or borrowed by Service Provider. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees. b. Service Provider's insurance coverage shall be primary insurance with respect to City, and its respective elected and appointed, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by City, and its respective elected and appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute with, Service Provider's insurance. c. Service Provider's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. C-2 d. Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its respective elected and appointed officers, officials, employees or volunteers. e. The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents. 3. Workers' Compensation Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by Service Provider. C. Other Requirements. Service Provider agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City may require that Service Provider furnish City with copies of original endorsements effecting coverage required by this Exhibit "C". The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time. 1. Service Provider shall furnish certificates and endorsements from each sub-contractor identical to those Service Provider provides. 2. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers, or the Service Provider shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. 3. The procuring of such required policy or policies of insurance shall not be construed to limit Service Provider's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. C-3 ® ACORO CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDMlYY) 7/18/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Allison Barge License#0K93926 AssuredPartners Design Professionals Insurance Services, LLC PHONE 360-626-2007 (A/FAX No):360-626-2007 NE Insurance Services E-MAILNo.EXt): 19689 7th Ave NE, Ste 183 PMB#369 ADDRESS: allison.barga(gassuredpartners.com Poulsbo WA 98370 INSURER(S)AFFORDING COVERAGE NAIC# License#:6003745 INSURER A:Arch Insurance Company 11150 INSURED 8270 INSURER B: MSA Consulting Inc 34200 Bob Hope Drive INSURERC: Rancho Mirage CA 92270 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1236653936 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 ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MMIDD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE RENTEDDAMAGE TO CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPUES PER: I GENERAL AGGREGATE $ _ POLICY JE O- LOC PRODUCTS-COMP/OP AGG $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION STATUTEPER ERH AND EMPLOYERS'LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED?(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under 'DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liab Claims Made PAAEP0038505 2/1/2023 2/1/2024 $1,000,000 Per Claim $1,000,000 Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Additional Insured Status is not available on Professional Liability Policy. Job#:2189.003-City of Cathedral City-Date Palm Widening Project. 30 days Notice of Cancellation per the attached. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Cathedral City 68-700 Avenida Lalo Guerrero AUTHORIZED REPRESENTATIVE Cathedral City CA 92234 ( i)1.4 2 794A ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD �....,„i MSACONS-02 CMAYO ACORO DATE(MM/DD/YYYY) �� CERTIFICATE OF LIABILITY INSURANCE 7/19/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#0757776 CONTACT Christy Mayo NAME: HUB International Insurance Services Inc. 75030 Gerald Ford Drive (A/C, Ext):(760)360-4700 4249 (A/C No):(760)200-0790 Suite 201 E-MAIL Christy.mayo©hubinternational.com Palm Desert,CA 92211 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:West American Insurance Co 44393 INSURED INSURER B:American Fire and Casualty Company 24066 MSA Consulting,Inc. INSURER C:Hartford Ins Co of the Midwest 37478 34200 Bob Hope Drive INSURER D: Rancho Mirage,CA 92270-0000 INSURER 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 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 INSD WVD IMM/DD/YYYYI IMM/DD/YYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR BKW57239413 5/1/2023 5/1/2024 DAMAGE TO RENTED 200,000 X X PREMISES(Ea occurrence) $ X Per project agg MED EXP(Any one person) $ 15,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER'. GENERAL AGGREGATE $ 2,000,000 X PECOT- LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER $ B AUTOMOBILE LIABILITY Ea accident) SINGLE LIMIT $ 1,000,000 X ANY AUTO BAA57239413 5/1/2023 5/1/2024 BODILY INJURY(Per person) $ OWNED SCHEDULED _ AUTOS ONLY _ AUTOSSp BODILY INJURY(Per accident) $ AUTOS ONLY AUUTOS ONEYY PROPERTY DAMAGE (Per ccident) $ $ B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE USA57239413 5/1/2023 5/1/2024 AGGREGATE $ 5,000,000 DED X RETENTION$ 10,000 $ C AND EMPLOYERS'LIABILITY X H WORKERS COMPENSATION y PER STATUTE ER YIN 72WECFY8296 1/1/2023 1/1/2024 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE N N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) MSA Job#2189.003 Date Palm Widening Project The City of Cathedral City,its elected or appointed officers,officials,employees,agents and volunteers are included as additional insureds per attached endorsement when required by written contract.Primary&Non Contributory Wording is included as per the attached endorsement.30 days notice of cancellation will be provided. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Cathedral CityTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 68700 Avenida Lalo Guerrero Cathedral City,CA 92234 AUTHORIZED REPRESENTATIVE . /,4,:�C. / I ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CANCELLATION ENDORSEMENT Policy Number: 72 WEC FY8296 Endorsement Number: Effective Date: 01/01/22 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: MSA CONSULTING INC 34200 BOB HOPE DR RANCHO MIRAGE CA 92270 This endorsement applies only to the insurance i. The occurrence of a material change in the provided by the policy because California is shown in ownership of your business; Item 3.A. of the Information Page. j. The occurrence of any change in your The cancellation condition in Part Six (Conditions) of business or operations that materially the policy is replaced by these conditions: increases the hazard for frequency or severity Cancellation of loss; 1. You may cancel this policy. You must mail or k. The occurrence of any change in your deliver advance written notice to us stating when business or operation that requires additional the cancellation is to take effect. or different classification for premium 2. We may cancel this policy for one or more of the calculation; following reasons: I. The occurrence of any change in your a. Non-payment of premium; business or operation which contemplates an activity excluded by our reinsurance treaties. b. Failure to report payroll; 3. If we cancel your policy for any of the reasons c. Failure to permit us to audit payroll as required listed in (a) through (f), we will give you 10 days by the terms of this policy or of a previous advance written notice, stating when the policy issued by us; cancellation is to take effect. Mailing that notice to d. Failure to pay any additional premium you at your mailing address shown in Item 1 of the resulting from an audit of payroll required by Information Page will be sufficient to prove notice. the terms of this policy or any previous policy If we cancel your policy for any of the reasons issued by us; listed in Item (g) through (I), we will give you 30 e. Material misrepresentation made by you or days advance written notice; however, we agree your agent; that in the event of cancellation and reissuance of f. Failure to cooperate with us in the a policy effective upon a material change in investigation of a claim; ownership or operations, notice will not be g. Failure to comply with Federal or State safety provided. orders; 4. The policy period will end on the day and hour h. Failure to comply with written stated in the cancellation notice. recommendations of our designated loss control representatives; Countersigned by: Authorized Representative Form WC 04 06 01 A Printed in U.S.A. Process Date: 11/22/21 Policy Expiration Date: 01/01/23 BKW57239413 COMMERCIAL GENERAL LIABILITY CG 88 10 04 13 • THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX SUBJECT PAGE NON-OWNED AIRCRAFT 2 NON-OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY -ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 3 ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6 WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE, OFFENSE,CLAIM OR SUIT 7 LIBERALIZATION CLAUSE 7 BODILY INJURY REDEFINED 7 EXTENDED PROPERTY DAMAGE 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 8 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g, Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It Is not owned by any insured; 2. It Is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply If there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I-Coverage A-Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY -ELEVATORS 1. Under Paragraph 2. Exclusions of Section I -Coverage A - Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4, Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1, Under Paragraph 2. Exclusions of Section I-Coverage A-Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (I) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 8 b. The last paragraph of subsection 2.Exclusions is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III -Limits Of Insurance. 2. Paragraph 6. under Section III -Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) -Paragraph 9.a. of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire. protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "Insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I -Coverage C -Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 1. Under Supplementary Payments -Coverages A and B, Paragraph Lb. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. to 2. Paragraph 1.d. is replaced by the following: z d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. G. ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section II -Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or @ 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 8 b. Premises or facilities rented by you or used by you; or G. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: (a) The existence, maintenance, repair, construction, erection, or removal of advertising V Y signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. 0 3 However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insur- ance 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. With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged In performing operations for a principal as a part of the same project. With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or"property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions. ® 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of 8 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I-Coverage A-Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily Injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or"property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. d. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the Injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section III -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. S This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 5 of 8 b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. I. ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under S this Insurance to us; s b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have o insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a"suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified In a written contract or written agreement or the limits of Insurance as stated in the Declarations of this policy and defined in Section Ill - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS!MALPRACTICE WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II -Who Is An Insured is replaced with the following: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer '5 workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the Injury described In Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b) above do not apply to "bodily Injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily Injury" or "personal and © 2013 Liberty Mutual Insurance CG 88 10 04 13 includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 6 of 8 advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section II-Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority Interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV - Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations: Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV -Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1. of Section Il -Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. O. BODILY INJURY REDEFINED Under Section V -Definitions, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical Injury, sick- ness or disease. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 7 of 8 P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is 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. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU f.� Under Section IV -Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization 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" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. S ® 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 8 of 8 BKW57239413 COMMERCIAL GENERAL LIABILITY CG 85 83 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED CONTRACTORS - PRODUCTS/COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Paragraph 2. under Section II - Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract or written agreement. Such person or organization is an additional insured but only with respect to liability for "bodily injury" or "property damage": 1. Caused by "your work" performed for that additional insured that is the subject of the written contract or written agreement; and 2. Included in the "products-completed operations hazard". However: a) The insurance afforded to such additional insured only applies to the extent permitted by law; and b) If coverage provided to the additional insured is 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 The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In The Event Of Occurrence,Offense,Claim Or Suit under Section IV-Commercial General Liability Conditions. B. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I-Coverage A-Bodily Injury And Property Damage Liability: This insurance does not apply to: 1. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or"property damage" occurs. 2. "Bodily injury" or "property damage" arising out of the rendering of, or the failure to render, any professional architectural,engineering or surveying services including: a. The preparing, approving or failure to prepare or approve, maps, shop drawings, opinions, reports,surveys,field orders,change orders or drawing and specifications; and b. Supervisory, inspection,architectural or engineering activities. © 2013 Liberty Mutual Insurance CG 85 83 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 2 C. With respect to the insurance afforded by this endorsement, exclusion I. Damage To Your Work of Paragraph 2. Exclusions under Section I - Coverage A-Bodily Injury And Property Damage Liability is replaced by the following: I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products- completed operations hazard". D. With respect to the insurance afforded to these additional insureds,the following is added to Section II- Limits of Insurance: If coverage provided to the additional insured is required by a contract or agreement,the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declaration, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. E. With respect to the insurance afforded by this.endorsement,Section IIV-Commercial General Liability Conditions is amended as follows: • • 1. The following is added to Paragraph 2.D.uties In The Event•Of Occurrence,Offense,Claims Or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an'offense that may result in a claim or "suit" under this insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit by the additional insured. • 2. Paragraph 4.of Section IV-Commercial General Liability Conditions is amended as follows: a. The following is added to Paragraph a.Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis,this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement,other than a premises lease,facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the additional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insur- ance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on • other policies. © 2013 Liberty Mutual Insurance CG 85 83 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 2 BAA57239413 COMMERCIAL AUTO CA88100113 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. - COVERAGE INDEX SUBJECT PROVISION NUMBER ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3 ACCIDENTAL AIRBAG DEPLOYMENT 12 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 19 AMENDED FELLOW EMPLOYEE EXCLUSION 5 - AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 13 S BROAD FORM INSURED 1 BODILY INJURY REDEFINED 22 - EMPLOYEES AS INSUREDS (including employee hired auto) 2 EXTENDED CANCELLATION CONDITION 23 EXTRA EXPENSE- BROADENED COVERAGE 10 GLASS REPAIR-WAIVER OF DEDUCTIBLE 15 HIRED AUTO PHYSICAL DAMAGE (including employee hired auto and loss of use) 6 HIRED AUTO COVERAGE TERRITORY 20 LOAN I LEASE GAP 14 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 16 PERSONAL EFFECTS COVERAGE 11 PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 RENTAL REIMBURSEMENT 9 SUPPLEMENTARY PAYMENTS 4 TOWING AND LABOR 7 TWO OR MORE DEDUCTIBLES 17 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 18 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 20 SECTION II -LIABILITY COVERAGE is amended as follows: 1. BROAD FORM INSURED SECTION II - LIABILITY COVERAGE,paragraph A.1. -WHO IS AN INSURED is amended to include the following as an insured: d. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period. However, "insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an Insured under any other automobile policy; or (3) Has exhausted its Limit of Insurance under any other automobile policy. Paragraph d. (2) of this provision does not apply to a policy written to apply specifically in excess of this policy. e. Any organization you newly acquire or form, other than a partnership or joint venture, of which you own more than 50 percent of the voting stock. This automatic coverage is afforded only for 180 days from the date of acquisition or formation. However, coverage under this provision does not apply: (1) If there is similar insurance or a self-insured retention plan available to that organization; © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 7 (2) If the Limits of Insurance of any other insurance policy have been exhausted; or (3) To "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, paragraph A.1. - WHO IS AN INSURED is amended to include the following as an insured: f. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow, but only for acts within the scope of their employment by you. Insurance provided by this endorse- ment is excess over any other insurance available to any "employee". g. An "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties re- lated to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, paragraph A.1. - WHO IS AN INSURED is amended to include the following as an insured: h. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit 4. SUPPLEMENTARY PAYMENTS SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, para- graphs (2)and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the Insured at our request, including actual loss of earn- ings up to $500 a day because of time off from work. 5. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow employees are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added: SECTION II - LIABILITY, exclusion B.5. FELLOW EMPLOYEE does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire. SECTION III -PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE,is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos": a. You hire, rent or borrow; or © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 7 b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: A. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "foss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. B. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. C. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. D. Subject to a maximum of$1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. E. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee". For the purposes of this provision, SECTION V-DEFINITIONS Is amended by adding the following: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. 7. TOWING AND LABOR SECTION Ill -PHYSICAL DAMAGE COVERAGE,paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is dis- abled: a. For private passenger type vehicles, we will pay up to $50 per disablement. b. For "light trucks", we will pay up to $50 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For"medium trucks" ,we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 -20,000 pounds. However, the labor must be performed at the place of disablement. a 8. PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A..4.a., Coverage Extension of SECTION III - PHYSICAL DAMAGE COVERAGE,is amend- ed to provide a limit of $50 per day and a maximum limit of $1,500 C © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 7 9. RENTAL REIMBURSEMENT SECTION III -PHYSICAL DAMAGE COVERAGE,A. COVERAGE,is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a 'loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses incurred after the first 24 hours following the "accident" or 'loss" to the covered "auto." b. Rental Reimbursement will be based on the rental of a comparable vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". d. This coverage does not apply unless you have a business necessity that other "autos" avail- able for your use and operation cannot fill. e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 11. 10. EXTRA EXPENSE-BROADENED COVERAGE Under SECTION III -PHYSICAL DAMAGE COVERAGE,A. COVERAGE,we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 11. PERSONAL EFFECTS COVERAGE A. SECTION Ill - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible Insurance. B. SECTION V-DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an insured." "Personal effects" does not include tools, equipment, jewelry, money or securities. 2 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION Ill - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS is amended by adding the follow- ing: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other cov- erage or warranty. 13. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS, exception paragraph a. to exclu- sions 4.c. and 4.d. is deleted and replaced with the following: © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of 7 Exclusion 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment is permanently installed in the covered "auto" at the time of the "loss" and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto" and physical damage coverages are provided for the covered "auto"; or If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a$100 deductible. 14. LOAN /LEASE GAP COVERAGE A. Paragraph C., LIMIT OF INSURANCE of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: w The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto' is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss", b. Financial penalties imposed under a lease due to high mileage, excessive use or ab- normal wear and tear, c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease, d. Transfer or rollover balances from previous loans or leases, e. Final payment due under a"Balloon Loan", f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto", g. Security deposits not refunded by a lessor, h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto", i. Any amount representing taxes, J. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss'. This adjustment is not applicable in Texas. B. ADDITIONAL CONDITIONS This coverage applies only to the original loan for which the covered "auto" that incurred the loss serves as collateral, or lease written on the covered "auto" that Incurred the loss. C. SECTION V-DEFINTIONS Is changed by adding the following: As used In this endorsement provision, the following definitions apply: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 5 of 7 15. GLASS REPAIR-WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 16. PARKED AUTO COLLISION COVERAGE(WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to 'loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured'; b. Legally parked; and c. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is In the charge of any person or organization engaged in the automobile business. 17. TWO OR MORE DEDUCTIBLES Under SECTION III PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same accident, the following applies to paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the loss involves two or more Business Auto coverage forms or policies the smaller (or smallest) deductible will be waived. For the purpose of this endorsement company means any company that is part of the Liberty Mutual Group. SECTION IV -BUSINESS AUTO CONDITIONS is amended as follows: 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV-BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this 2 policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. 19. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.2.a. is replaced in its entirety by the following: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when It Is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. Member, if you are a limited liability company; 4. An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. ® 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. Page 6 of 7 To the extent possible, notice to us should include: (1) How, when and where the "accident" or"loss" took place; (2) The "insureds" name and address; and (3) The names and addresses of any injured persons and witnesses. 20. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.5., Transfer of Rights of Recovery Against Others to Us, is amended by the addition of the following: If the person or organization has waived those rights before an "accident" or "loss", our rights are waived also. 21. HIRED AUTO COVERAGE TERRITORY SECTION IV- BUSINESS AUTO CONDITIONS, paragraph B.7., Policy Period, Coverage Territory, is amended by the addition of the following: f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the insured's responsibility to pay for damages is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. SECTION V -DEFINITIONS Is amended as follows: 22. BODILY INJURY REDEFINED Under SECTION V-DEFINTIONS, definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. COMMMON POLICY CONDITIONS 23. EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS, paragraph A. - CANCELLATION condition applies except as fol- lows: If we cancel for any reason other than nonpayment of premium, we will mail to the first Named Insured written notice of cancellation at least 60 days before the effective date of.cancellation. This provision does not apply in those states which require more than 60 days prior notice of cancella- tion. © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 7 of 7 BAA57239413 COMMERCIAL AUTO CA 88 63 09 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF CANCELLATION PROVISIONS Any term or provision of the Cancellation Conditions of the policy or any endorsement amending or replac- ing such Conditions is amended by the following: A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the person or organization shown in the Schedule below. In no event will the notice to the person or organization scheduled below exceed the notice to the first named insured. B. Our obligation to send notice to the person or organization listed in the Schedule below will terminate at the earlier of the current policy period expiration or when you no longer have a legal or contractual obligation to such person or organization to maintain insurance coverage under a policy which requires that such person or organization be notified in the event of cancellation. SCHEDULE 3. Number Days Advance Notice: 30 All other terms and conditions of this policy remain unchanged 2012 Liberty Mutual Insurance CA 88 63 09 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 72 WEC FY8296 Endorsement Number: Effective Date: 01/01/23 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: MSA CONSULTING INC 34200 BOB HOPE DR RANCHO MIRAGE CA 92270 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: 11/10/22 Policy Expiration Date: 01/01/24