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Contract 2028
Azts" nntrart No. Cit ail Geri( _.__ . [Vf.arlageinentt -- — — Set AGREEMENT FOR DESIGN PROFESSIONAL SERVICES BETWEEN THE CITY OF CATHEDRAL CITY,CALIFORNIA AND HR GREEN PACIFIC,INC. This Agreement for Design Professional Services("Agreement")is entered into as of June 10,2023 ("Effective Date") by and between the City of Cathedral City, a municipal corporation ("City") and HR Green Pacific, 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 request for proposals, 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: 1. TERM OF AGREEMENT. Subject to the provisions of Section 21 "Termination of Agreement" of this Agreement,the Term of this Agreement is for two(2)years,ending date of June 30,2025. 2. SCOPE OF SERVICES& SCHEDULE OF PERFORMANCE. 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. 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 - 1 - 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. 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 27 "Administration and Implementation" or Section 29 "Amendment" of this Agreement. If and when such additional work is authorized,such additional work shall be deemed to be part of the Services. 4. ALLOWABLE COSTS AND PAYMENTS A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in the CONSULTANT's approved Cost Proposal.The specified hourly rates shall include direct salary costs,employee benefits,prevailing wages,employer payments,overhead,and fee. These rates are not adjustable for the performance period set forth in this AGREEMENT. CONSULTANT will be reimbursed within thirty(30)days upon receipt by LOCAL AGENCY'S Contract Administrator of itemized invoices in duplicate. B. In addition,CONSULTANT will be reimbursed for incurred(actual)direct costs other than salary costs that are in the approved Cost Proposal and identified in the approved Cost Proposal and in the executed Task Order. C. Specific projects will be assigned to CONSULTANT through issuance of Task Orders. D. After a project to be performed under this AGREEMENT is identified by LOCAL AGENCY, LOCAL AGENCY will prepare a draft Task Order;less the cost estimate. A draft Task Order will identify the scope of services,expected results,project deliverables,period of performance,project schedule and will designate a LOCAL AGENCY Project Coordinator. The draft Task Order will be delivered to CONSULTANT for review.CONSULTANT shall return the draft Task Order within ten(10)calendar days along with a Cost Estimate,including a written estimate of the number of hours and hourly rates per staff person,any anticipated reimbursable expenses,overhead,fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both LOCAL AGENCY and CONSULTANT. E. Task Orders may be negotiated for a lump sum(Firm Fixed Price)or for specific rates of compensation,both of which must be based on the labor and other rates set forth in CONSULTANT's approved Cost Proposal. CONSULTANT shall be responsible for any future adjustments to prevailing wage rates including, but not limited to,base hourly rates and employer payments as determined by the Department of Industrial Relations.CONSULTANT is responsible for paying the appropriate rate,including escalations that take place during the term of the AGREEMENT. F. Reimbursement for transportation and subsistence costs shall not exceed State rates. G. When milestone cost estimates are included in the approved Cost Proposal, CONSULTANT shall obtain prior written approval in the form of an AGREEMENT amendment for a revised milestone cost - 2 - estimate from the Contract Administrator before exceeding such estimate. H. Progress payments for each Task Order will be made monthly in arrears based on services provided and actual costs incurred. I. CONSULTANT shall not commence performance of work or services until this AGREEMENT has been approved by LOCAL AGENCY and notification to proceed has been issued by LOCAL AGENCY'S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this AGREEMENT. J. A Task Order is of no force or effect until returned to LOCAL AGENCY and signed by an authorized representative of LOCAL AGENCY. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by LOCAL AGENCY. K. CONSULTANT will be reimbursed within thirty (30) days upon receipt by LOCAL AGENCY'S Contract Administrator of itemized invoices electronically. Separate invoices itemizing all costs are required for all work performed under each Task Order. Invoices shall be submitted no later than thirty(30)calendar days after the performance of work for which CONSULTANT is billing,or upon completion of the Task Order. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT number,project title and Task Order number. Credits due LOCAL AGENCY that include any equipment purchased under the provisions of Article XI Equipment Purchase, must be reimbursed by CONSULTANT prior to the expiration or termination of this AGREEMENT. Invoices shall be e-mailed to abaldizzone@a,cathedralcity.gov or mailed to LOCAL AGENCY's Contract Administrator at the following address: Armando J.Garcia Baldizzone,P.E. City Engineer City of Cathedral City 68700 Avenida Lalo Guerrero Cathedral City,CA 92234 L. The period of performance for Task Orders shall be in accordance with dates specified in the Task Order. No Task Order will be written which extends beyond the expiration date of this AGREEMENT. M. The total amount payable by LOCAL AGENCY for an individual Task Order shall not exceed the amount agreed to in the Task Order,unless authorized by amendment. N. If CONSULTANT fails to satisfactorily complete a deliverable according to the schedule set forth in a Task Order,no payment will be made until the deliverable has been satisfactorily completed. O. Task Orders may not be used to amend the language(or the terms)of this AGREEMENT nor to exceed the scope of work under this AGREEMENT. P. The total amount payable by LOCAL AGENCY for all Task Orders resulting from this AGREEMENT shall not exceed $ 200,000 ($100,000/year). It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this AGREEMENT through Task Orders. - 3 - 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 17 "Indemnification" and Section 18"Insurance." 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. For the avoidance of doubt,nothing in this Agreement shall be understood to grant City rights to pre-existing intellectual property of Design Professional, including Design Professional software and licensed software, or to any improvements thereto. Design Professional shall have no liability arising from the use of any documents for any purpose or on any project other than that for which it was produced. 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. 7. DESIGN PROFESSIONAL'S BOOKS AND RECORDS. For the purpose of determining compliance with Gov. Code § 8546.7, the CONSULTANT, Subconsultants,and LOCAL AGENCY shall maintain all books,documents,papers,accounting records, Independent CPA Audited Indirect Cost Rate workpapers, and other evidence pertaining to the performance of the AGREEMENT including, but not limited to, the costs of administering the AGREEMENT. All parties, including the CONSULTANT's Independent CPA, shall make such workpapers and materials available at their respective offices at all reasonable times during the AGREEMENT period and for three (3) years from the date of final payment under the AGREEMENT. LOCAL AGENCY, Caltrans Auditor, FHWA, or any duly authorized representative of the Federal government having jurisdiction under Federal laws or regulations(including the basis of Federal funding in whole or in part) shall have access to any books, records, and documents of the CONSUTANT, Subconsultants,and the CONSULTANT's Independent CPA,that are pertinent to the AGREEMENT for audits,examinations,workpaper review, excerpts,and transactions, and copies thereof shall be furnished if requested without limitation. -4- 8. INDEPENDENT CONTRACTOR. 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. 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. 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. 9. STANDARD OF PERFORMANCE; FAMILIARITY WITH WORK. Design Professional represents that it has the qualifications, knowledge, skill, and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing at the same time and in the same or similar locality. Design Professional shall at all times competently 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. 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. Design Professional represents 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 understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. 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. - 5 - 11. PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS FOR LOBBYING A. The CONSULTANT certifies,to the best of his or her knowledge and belief,that: 1. No State,Federal, or LOCAL AGENCY appropriated funds have been paid or will be paid,by or on behalf of the CONSULTANT,to any person for influencing or attempting to influence an officer or employee of any local,State,or Federal agency,a Member of the State Legislature or United States Congress,an officer or employee of the Legislature or Congress,or any employee of a Member of the Legislature or Congress in connection with the awarding or making of this AGREEMENT, or with the extension,continuation,renewal,amendment,or modification of this AGREEMENT. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress,or an employee of a member of Congress in connection with this AGREEMENT, the CONSULTANT shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying,"in accordance with its instructions. B. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. §1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than ten thousand dollars($10,000)and not more than one hundred thousand dollars($100,000)for each such failure. C. The CONSULTANT also agrees by signing this document that he or she shall require that the language of this certification be included in all lower tier sub-agreements,which exceed one hundred thousand dollars($100,000),and that all such subrecipients shall certify and disclose accordingly. 12. PREVAILING WAGE LAWS. A. Covenant to Comply. Consultant covenants that it shall fully comply with all applicable federal and state labor laws(including,without limitation,if applicable,the Prevailing Wage Laws). For purposes of this Section 25(a) only, the term "subcontractors" shall not include suppliers, manufacturers, or distributors. Consultant further covenants that it shall take all practicable steps to ensure that its subcontractors comply with Prevailing Wage Laws if applicable to work performed by subcontractors. References to "Covered Services" hereinafter shall designate such Services as are subject to Prevailing Wage Laws. B. Payroll Records. Consultant and all subcontractors performing Covered Services shall keep an accurate payroll record, showing the name, address, social security number, job classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyperson, apprentice, or other employee. All payroll records shall be certified as being true and correct by Consultant or the subcontractors performing Covered Services keeping such records; and the payroll records shall be available for inspection at all reasonable hours at Consultant's principal office. C. Subcontracts. Any subcontract entered into as a result of this Agreement if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Section. - 6 - 13. NONDISCRIMINATION and STATEMENT OF COMPLIANCE. A. The CONSULTANT's signature affixed herein and dated shall constitute a certification under penalty of perjury under the laws of the State of California that the CONSULTANT has,unless exempt,complied with the nondiscrimination program requirements of Gov. Code §12990 and 2 CCR§ 8103. B. During the performance of this AGREEMENT,CONSULTANT and its subconsultants shall not deny the AGREEMENT's benefits to any person on the basis of 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,or military and veteran status,nor shall they unlawfully discriminate,harass,or allow harassment against any employee or applicant for employment because of 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,or military and veteran status.CONSULTANT and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. C. CONSULTANT and subconsultants shall comply with the provisions of the Fair Employment and Housing Act(Gov.Code§12990 et seq.),the applicable regulations promulgated there under(2 CCR§11000 et seq.),the provisions of Gov.Code §§11135-11139.5,and the regulations or standards adopted by LOCAL AGENCY to implement such article. The applicable regulations of the Fair Employment and Housing Commission implementing Gov. Code §12990(a-f),set forth 2 CCR§§8100-8504,are incorporated into this AGREEMENT by reference and made a part hereof as if set forth in full. D. CONSULTANT shall permit access by representatives of the Department of Fair Employment and Housing and the LOCAL AGENCY upon reasonable notice at any time during the normal business hours,but in no case less than twenty-four(24)hours' notice,to such of its books,records, accounts,and all other sources of information and its facilities as said Department or LOCAL AGENCY shall require to ascertain compliance with this clause. E. CONSULTANT and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. F. CONSULTANT shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this AGREEMENT. G. The CONSULTANT,with regard to the work performed under this AGREEMENT,shall act in accordance with Title VI of the Civil Rights Act of 1964(42 U.S.C. §2000d et seq.).Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the United States shall,on the basis of race,color,national origin,religion,sex,age,disability,be exclude d from participation in,denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest. H. The CONSULTANT shall comply with regulations relative to non-discrimination in federally- assisted programs of the U.S.Department of Transportation(49 CFR Part 21 -Effectuation of Title VI of the Civil Rights Act of 1964). Specifically,the CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by 49 CFR§21.5,including employment practices and the selection and retention of Subconsultants. - 7 - 14. DISADVANTAGED BUSINESS ENTERPRISES PARTICIPATION A. This Agreement is subject to 49 CFR, Part 26 entitled "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs". Consultants who obtain DBE participation on this contract will assist Caltrans in meeting its federally mandated statewide overall DBE goal. B. The goal for DBE participation for this Agreement is Q . Participation by DBE consultant or subconsultants shall be in accordance with information contained in the Consultant Proposal DBE Commitment (Exhibit 10-01), or in the Consultant Contract DBE Information (Exhibit 10-02) attached hereto in Exhibit D and incorporated as part of the Agreement. If a DBE subconsultant is unable to perform, Consultant must make a good faith effort to replace him/her with another DBE subconsultant,if the goal is not otherwise met. C. DBEs and other small businesses, as defined in 49 CFR, Part 26 are encouraged to participate in the performance of contracts financed in whole or in part with federal funds. Consultant or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract.Consultant shall carry out applicable requirements of 49 CFR, Part 26 in the award and administration of US DOT-assisted agreements. Failure by Consultant to carry out these requirements is a material breach of this contract, which may result in the termination of this Agreement or such other remedy as the City deems appropriate. D. Any subcontract entered into as a result of this contract shall contain all of the provisions of this section. E. A DBE firm may be terminated only with prior written approval from the City and only for the reasons specified in 49 CFR 26.53(f). Prior to requesting City consent for the termination, Consultant must meet the procedural requirements specified in 49 CFR 26.53(f). F. A DBE performs a Commercially Useful Function(CUF)when it is responsible for execution of the work of the contract and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a CUF, the DBE must also be responsible with respect to materials and supplies used on the contract, for negotiating price, determining quality and quantity, ordering the material, and installing (where applicable) and paying for the material itself. To determine whether a DBE is performing a CUF, evaluate the amount of work subcontracted, industry practices, whether the amount the firm is to be paid under the, contract is commensurate with the work it is actually performing, and other relevant factors. G. A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction, contract, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions,particularly those in which DBEs do not participate. H. If a DBE does not perform or exercise responsibility for at least thirty percent (30%)of the total cost of its contract with its own work force, or the DBE subcontracts a greater portion of the work of the contract than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a CUF. I. Consultant shall maintain records of materials purchased or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. - 8 - The records shall show the date of payment and the total dollar figure paid to all firms. DBE prime consultants shall also show the date of work performed by their own forces along with the corresponding dollar value of the work. J. Upon completion of the Agreement, a summary of these records shall be prepared and submitted on the form entitled, "Final Report-Utilization of Disadvantaged Business Enterprise (DBE), First-Tier Subconsultants" CEM-2402F [Exhibit 17-F, of the LAPM], certified correct by Consultant or Consultant's authorized representative and shall be furnished to the Contract Administrator with the final invoice. Failure to provide the summary of DBE payments with the final invoice will result in twenty-five percent (25%) of the dollar value of the invoice being withheld from payment until the form is submitted.The amount will be returned to Consultant when a satisfactory "Final Report-Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subconsultants"is submitted to the Contract Administrator. K. If a DBE subconsultant is decertified during the life of the Agreement, the decertified subconsultant shall notify Consultant in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the Agreement,the subconsultant shall notify Consultant in writing with the date of certification. Any changes should be reported to the City's Contract Administrator within 30 days. 15. COST PRINCIPLES (a) Notwithstanding any other provision of this Agreement, Consultant agrees that the Contract Cost Principles and Procedures set forth in 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the allowability of cost individual items. The CONSULTANT also agrees to comply with Federal procedures in accordance with 2 CFR Part 200, Uniform Administrative Requirements,Cost Principles,and Audit Requirements for Federal Awards. (b) Any costs for which payment has been made to the CONSULTANT that are determined by subsequent audit to be unallowable under 48 CFR Part 31 or 2 CFR Part 200 are subject to repayment by the CONSULTANT to LOCAL AGENCY. (c) In providing the services under this Agreement,Consultant agrees to comply with federal procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. (d) Consultant acknowledges that payments made by City to Consultant under this Agreement are subject to audit by the California Department of Transportation ("Caltrans") and/or the federal government. The Consultant agrees to adhere to the Accounting and Auditing Guidelines for contracts with Caltrans available at dot.ca.gov, as well as the federal guidelines set forth herein. Any cost for which payment has been made to Consultant that is determined by a subsequent audit to be unallowable under 49 CFR, Part 18, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., or under Caltrans auditing principals is subject to repayment by Consultant to the City. In such case,the City shall provide Consultant with a copy of the audit findings and Consultant shall make the payment within ten days of City's request. 16. CONFLICTS OF INTEREST. 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 - 9 - 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. 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. 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. 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. 17. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. 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. 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. 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. 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. - 10 - 18. INDEMNIFICATION. 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 third-party 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,with the understanding that in the event Claims are found by the trier of fact to have been caused by the joint or concurrent negligence of the City and its contractors and 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 any provision of law to the contrary, Design Professional shall have the right to defend and settle any action for which indemnification is sought, provided that it shall not enter into any settlement that requires an admission of wrongdoing by any indemnitee without that indemnitee's approval.Design Professional's obligations under this Agreement are contingent upon timely receipt of notice of the claim for which indemnification is sought,such that defense of the claim is not prejudiced,and the reasonable assistance of the indemnitee in connection with the defense of the claim. 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. 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. 19. 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. 20. ASSIGNMENT. The knowledge and skill 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 performance of any of Design Professional's duties or obligations under this Agreement without the prior - 11 - 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. 21. 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. 22. TERMINATION OF AGREEMENT. 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. Design Professional may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City. 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. 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. 23. 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 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. - 12 - 24. 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. 25. 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. 26. 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: HR Green Pacific Inc. Attn:Timothy R.Jonasson,PE 44651 Village Court Suite 123 Palm Desert,CA 92260 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. 27. 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. 28. 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. - 13 - 29. BINDING EFFECT. This Agreement shall be binding upon the heirs,executors,administrators, successors and assigns of the Parties. 30. 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. 31. 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. 32. 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 of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California,in Riverside. 33. 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. 34. 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. 35. 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). 36. 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. - 14 - IN WITNESS WHEREOF,the Parties hereto have executed this Agreement on the date and year first-above written. CITY OF CATHEDRAL CITY HR GREEN PACIFIC,INC. ct9C64PIL9-04—e0-- Charles P. McClendon B City Manager Its: G *Ft_ v 9 G KJt'tt,4“ lc S i 1---- ATTEST: By: 0211,6 uAmivi Ittg Its: Tracey R. os3110 City Clerk APPROVED A TO 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. - 15 - 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-r-LU.IOS STATE OF€ALIFORNIA lS ) COUNTY OF RI-iffit-StriEMc ey `* ) Onto N g ,2023 , before me, `J l A 1�1 e- m W'lea !v ORy Date .-�— Name and Title of Officer(e.g.' ne Doe,Notary Public") personally appeared l l YY1 d 3- kc;g Ne- 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 OFFICIAL SEAL instrument the person(s),or the entity upon behalf of which the person(s) DIANE M WEYDE acted, executed the instrument. NOTARY PUBUC-STATE OF ILLINOIS MY COMMISSION EXPIRES:02/19/24 I certify under PENALTY OF PERJURY under the laws of the State of eafifrintirrthat the foregoing paragraph is true and correct. i=LLINOLS WITNESS my hand and official seal. \ 1 \ Signature of Notary Pu li 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 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 tome 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 The Consultant is expected to provide weekly engineering support on or off site, as determined by the Director of Engineering/Public Works and/or the City Engineer.The anticipated length of the contract is two years with a starting date on June 10, 2023 and ending date on June 30,2025. Typical services to be provided include,but are not limited to,the following: a. Prepare for City signatures any necessary documents,and coordinate with various City Departments to acquire and maintain funding and approvals. b. Perform plan reviews of grading,erosion control, street, storm drain,sanitary sewer,and water improvement plans along with hydrology studies, SWPPPs,and WQMPs prepared by outside design firms and City Engineering Department staff. c. Assist in the preparation of formal and informal requests for proposals for design and/or construction projects and summarize proposals received. d. Monitor and report on project status,budget vs.actual expenditures,and contract time vs. actual time. e. Provide design and construction services for minor Capital Improvement Projects. f. Prepare and track project schedules. g. Prepare correspondence,reports,and memoranda necessary to administer projects. h. Assist with issues associated with the Coachella Valley Transportation Uniform Mitigation Fee(TUMF)Program. i. Other duties as assigned by the Director of Engineering/Public Works and/or the City Engineer. • A-1 EXHIBIT "B" COMPENSATION (See attached rates of compensation.) B-1 i. Professional Service Rate Sheet Hourly Fee Schedule HRGreen. Effective Through June 30, 2024 P A C I F I C Personnel Classifications Billing Rate Program Manager $235 Project Manager $225 Plan Check Manager $225 Plan Check Engineer $200 Engineering/Survey Review $150 Our hourly fees/rates shall remain effective through June 30, 2024 and may be adjusted annually thereafter as negotiated with and agreed to by the agency. NOTES Other classifications are available based on the needs of the agency. Annual Billing Services will be rendered at the hourly rates above as requested by the City. Unless authorized in advance by the City, the not-to-exceed amount will be $100,000 per year for all engineering support services. Optional plan check services will not be included in this not-to-exceed amount as it is assumed these services will be reimbursed through developer application fees. Professional Reimbursement/Hourly and Overtime Rates The hourly billing rates include the cost of salaries of the HR Green employees, plus sick leave, vacation, holiday, and other fringe benefits. The percentage added to salary costs includes indirect overhead costs and fee (profit). All employees classified as 'non-exempt"by the U.S. Department of Labor will be compensated at 1.5 times salary, as per state and Federal wage and hour for overtime hours. Billing rates will be calculated accordingly for overtime hours. Direct/Reimbursable Expenses and Subconsultants Reimbursement for direct expenses incurred in connection with the work will be at cost plus 10%(percent). HR Green does not anticipate using subconsultants. However, should the need arise, subconsultant costs incurred in connection with the work will be at cost plus 10% (percent). As-Needed Services Civil Engineering Plan Review Percentage of City Fee Collected: FIR Green Pacific, Inc. understands that all fees are on a project-by-project basis. All miscellaneous and reimbursable fees are included in the fees and there will be no additional fees. Description of Fee City Fee HRG Percentage of City Fee Land Subdivision Final Parcel Map $2,322 Initial Sheet+ 80% ($1,857.60 Initial Sheet+ $641/Additional Sheets $512.80/Additional Sheets) Final Parcel Map-Amendment $2,322 Initial Sheet+ 80% ($1,857.60 Initial Sheet+ $641/Additional Sheets $512.80/Additional Sheets) Substantial Conformance Review $2,763 Initial Sheet+ 80% ($2,210.40 Initial Sheet+ $1,201/Additional Sheet $960.80/Additional Sheets) Final Tract Map $2,483 Initial Sheet+ 80% ($1,986.40 Initial Sheet+ $721/Additional Sheets $576.80/Additional Sheets) Final Tract Map-Amendment $2,483 Initial Sheet+ 80% ($1,986.40 Initial Sheet+ $721/Additional Sheets $576.80/Additional Sheets) Substantial Conformance Review $2,763 Initial Sheet+ 80% ($2,210.40 Initial Sheet+ $1,201/Additional Sheet $960.80/Additional Sheets) Reversion to Acreage $2,563 Initial Sheet+ 80% ($2,050.40 Initial Sheet+ $641/Additional Sheets $512.80/Additional Sheets) Lot Line Adjustment/Parcel Mergers $2,073 per Request 80% ($1,658.40 per Request) Land Action Documents (Right of $2,120 per Request 80% ($1,696.00 per Request) Way Easements/Grant Deeds/etc.) Vacation of Street/Public Right of S2,638 per Request 80% ($2,110.40 per Request) Way Record of Survey $521 per Request 80% ($416.80 per Request) Certificate of Correction $681 per Request 80% ($544.80 per Request) Grading/Project Improvements(First 3 Reviews) Mass Grading-I-Stockpile $283 Initial Sheet+ 80% ($226.40 Initial Sheet+ $94/Additional Sheets $75.20/Additional Sheets) Mass Grading/Stockpile Revisions $94 Initial Sheet + 80% ($75.20 Initial Sheet+ $94/Additional Sheets $75.20/Additional Sheets) Rough Grading $1,321 Initial Sheet+ 80% ($1,056.80 Initial Sheet+ $721/Additional Sheets $576.80/Additional Sheets) Rough Grading Revisions $1,121 Initial Sheet+ 80% ($896.80 Initial Sheet+ $801/Additional Sheets $640.80/Additional Sheets) Precise Grading - Commercial $1,802 Initial Sheet + 80% ($1,441.60 Initial Sheet + $1,121/Additional Sheet $896.80/Additional Sheets) Precise Grading -Commercial $1,441 Initial Sheet+ 80% ($1,152.80 Initial Sheet+ Revisions $961/Additional Sheets $768.80/Additional Sheets) Precise Grading -Tract Homes $1,041 Initial Sheet+ 80% ($832.80 Initial Sheet+ $200/Additional Sheet $160.00/Additional Sheets) Precise Grading - Tract Homes $561 Initial Sheet+ 80% ($448.80 Initial Sheet+ Revisions $200/Additional Sheets $160.00/Additional Sheets) I 1 On-Call Engineering Support Services-COST PROPOSAL city of Cathedral City IfC IC Description of Fee City Fee HRG Percentage of City Fee Precise Grading - Infill Home $480 Each 80% ($384.00 Each) Precise Grading - Custom Home $961 Each 80% ($768.80 Each) PM10 (Fugitive Dust Control) Packet $471 Each 80% ($376.80 Each) PM10 (Fugitive Dust Control) Full $754 Each 80% ($603.20 Each) Size Plan PM10 (Fugitive Dust Control) Packet $377 Each 80% ($301.60 Each) Re-vision PM10(Fugitive Dust Control) Full $283 Each 80% ($226.40 Each) Size Plan Revision Street Improvement $1,441 Initial Sheet+ 80% ($1,152.80 Initial Sheet+ $641/Additional Sheets $512.80/Additional Sheets) Street Improvement Revisions $961 Initial Sheet+ 80% ($768.80 Initial Sheet+ $480/Additional Sheets $384.00/Additional Sheets) Storm Drain $1,441 Initial Sheet+ 80%($1,152.80 Initial Sheet+ $641/Additional Sheets $512.80/Additional Sheets) Storm Drain Revisions $961 Initial Sheet+ 80% ($768.80 Initial Sheet+ $480/Additional Sheets $384.00/Additional Sheets) Signing & Striping $1,281 Initial Sheet+ 80% ($1,024.80 Initial Sheet+ $641/Additional Sheets $512.80/Additional Sheets) Signing& Striping Revisions $1,121 Initial Sheet+ 80% ($896.80 Initial Sheet + $641/Additional Sheets $512.80/Additional Sheets) Traffic Signal $1,922 Initial Sheet+ 80% ($1,537.60 Initial Sheet+ $961/Additional Sheets $768.80/Additional Sheets) Traffic Signal Revisions $801 Initial Sheet+ 80% ($640.80 Initial Sheet+ $480/Additional Sheets $384.00/Additional Sheets) Sidewalk(when submitted separately $801 Initial Sheet+ 80% ($640.80 Initial Sheet+ from Grading Plan) $320/Additional Sheets $256.00/Additional Sheets) Sidewalk (when submitted separately $641 Initial Sheet+ 80% ($512.80 Initial Sheet+ from Grading Plan) Revisions $320/Additional Sheets $256.00/Additional Sheets) Traffic Control Plan $320/Sheet 80% ($256.00/Sheet) Hydrology Report $1,441/Report 80% ($1,152.80/Report) Hydrology Report Revisions $480/Report 80% ($384.00/Report) Traffic Study $2,073/Study 80% ($1,658.40/Study) Traffic Letter $377/Letter 80% ($301.60/Letter) Water Quality Management Plan $2,261/Report 80% (S1,808.80/Report) (WQMP) Stormwater Pollution Prevention Plan $480/Plan 80% ($384.00/Letter) (SWPPP) Sewer and Water-Onsite or Offsite $160 Initial Sheet + 80% ($128.00 Initial Sheet+ $80/Additional Sheets $64.00/Additional Sheets) Sewer and Water-Onsite or Offsite $80 Initial Sheet+ 80% ($64.00 Initial Sheet+ Revisions $80/Additional Sheets $64.00/Additional Sheets) Plan Review(>3 Reviews) $160/Hour Hourly Rates Expedited Plan Review Fee 1.5 X Standard Fee 1.5 X Standard HR Green Percentage of Fee 1-A On-Call Engineering Support Services-COST PROPOSAL HRGree I. i,ity of Cathedral City 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, 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 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 $1,000,000 per occurrence. This coverage may be written on a"claims made" basis. 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-2 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. 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. B-3 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. B-4 I ® DATE(MM/DD/YYYY) ACCORD CERTIFICATE OF LIABILITY INSURANCE 6/6/2023 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: Ashley Hampsher Holmes Murphy&Associates PHONE FAX 2727 Grand Prairie Parkway (NC,No.Ext): 319 896 7664 (A/C,No): Waukee IA 50263 ADDRESS: ahampsher@holmesmurphy.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:ZURICH AMERICAN INS CO 16535 INSURED GRECOMPC INSURER B:ZURICH AMERICAN INS CO 16535 HR Green Pacific, Inc. INSURER C:Travelers Property Casualty Co.America 25674 1260 Corona Point Court Suite 305 Corona, CA 92879-5013 INSURERD:ZURICH AMERICAN INS CO 16535 INSURER E:XL Specialty Insurance 37885 INSURER F: COVERAGES CERTIFICATE NUMBER:345642131 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 EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY GL0373096713 1/1/2023 1/1/2024 EACH OCCURRENCE $2,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $300,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY X jE X LOG PRODUCTS-COMP/OP AGG $4,000,000 OTHER: $ B AUTOMOBILE LIABILITY BAP373096813 1/1/2023 1/1/2024 COMBINED SINGLE LIMIT $2,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ _ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) C X UMBRELLA LIAB X OCCUR CUP8S97473323NF 1/1/2023 1/1/2024 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED X RETENTION$1n nnn $ D WORKERS COMPENSATION WC373096613 1/1/2023 1/1/2024 X AND EMPLOYERS'LIABILITY STATUTE ER Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 E Professional Liability DPR5006485 1/1/2023 1/1/2024 Per Claim 5,000,000 (Claims Made Coverage) Aggregate 10,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) 2302482: Cathedral City,CA-On-Call Engineering Support Services The City of Cathedral City,and its respective elected and appointed officers,officials,and employees and volunteers are Additional Insureds on the General and Auto Liability on a primary and non-contributory basis as required by written contract with the insured,per policy terms and conditions.The Policies contain a Waiver of Subrogation in favor of the Additional Insureds listed as required by written contract with the insures,per policy terms and conditions. 30 days notice of cancellation will be provided with the exception of non-payment of premium,per policy terms and conditions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cathedral City ACCORDANCE WITH THE POLICY PROVISIONS. 68-700 Avenida Lalo Guerrero Cathedral City CA 92234 AUTHORIZED REPRESENTATIVE USA / Coa _ ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD ZURICH General Liability Extended Coverages Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I.Prem Return Prem. GL0373096713 01/01/2023 01/01/2024 37-179-000 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part The following changes apply to this Coverage Part. A. Fellow Employee And Incidental Medical Malpractice Coverage Paragraph 2.a.(1) of Section II—Who Is An Insured is replaced by the following: 2. Each of the following is also an insured: a. Your "volunteer workers"only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these"employees" or 'Volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture) or to your members (if you area limited liability company); (b) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) above; or (c) Arising out of his or her providing or failing to provide professional health care services, except any "bodily injury"or "personal and advertising injury"arising out of: (1) Medical or paramedical services to persons performed by any physician, dentist, nurse, emergency medical technician, paramedic or other licensed medical care person employed by you to provide such services; or (2) Emergency cardiopulmonary resuscitation (CPR) or first aid services performed by any other employee of yours who is not a licensed medical professional. B. Additional Insureds—Lessees Of Premises 1. Section II —Who Is An Insured is amended to include as an additional insured any person or organization who leases or rents a part of the premises you own or manage who you are required to add as an additional insured on this policy under a written contract or written agreement, but only with respect to liability arising out of your ownership, maintenance or repair of that part of the premises which is not reserved for the exclusive use or occupancy of such person or organization or any other tenant or lessee. However, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law; b. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; and U-GL-1477-B CW(04/13) Page 1 of 9 Includes copyrighted material of Insurance Services Office,Inc.with its permission. c. Ends when the person or organization ceases to lease or rent premises from you. 2. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III —Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement referenced in Subparagraph B.1. above (of this endorsement); or b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This Paragraph B. shall not increase the applicable Limits of Insurance shown in the Declarations. C. Additional Insured —Vendors 1. The following change applies if this Coverage Part provides insurance to you for "bodily injury"and "property damage" included in the "products-completed operations hazard": Section II —Who Is An Insured is amended to include as an additional insured any person or organization (referred to throughout this Paragraph C. as vendor) who you have agreed in a written contract or written agreement, prior to loss, to name as an additional insured, but only with respect to "bodily injury"or "property damage"arising out of "your products"which are distributed or sold in the regular course of the vendor's business. However, the insurance afforded to such vendor: a. Only applies to the extent permitted by law; b. Will not be broader than that which you are required by the written contract or written agreement to provide for such vendor 2. With respect to the insurance afforded to these vendors, the following additional exclusions apply: a. The insurance afforded the vendor does not apply to: (1) "Bodily injury" or "property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (8) "Bodily injury" or "property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained in Subparagraphs (4) or (6) above; or U-GL-1477-B CW(04/13) Page 2 of 9 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. b. This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. c. This insurance does not apply to any of "your products"for which coverage is excluded under this Coverage Part. 3. With respect to the insurance afforded to these vendors under this Paragraph C., the following is added to Section III —Limits Of Insurance: The most we will pay on behalf of the vendor is the amount of insurance: a. Required by the written contract or written agreement referenced in Subparagraph C.1. above (of this endorsement); or b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This Paragraph C. shall not increase the applicable Limits of Insurance shown in the Declarations. D. Damage to Premises Rented or Occupied by You 1. The last paragraph under Paragraph 2.,Exclusions of Section I —Coverage A—Bodily Injury And Property Damage Liability is replaced by the following: Exclusions c. through n. do not apply to damage by fire; lightning; explosion; windstorm or hail; smoke; aircraft or vehicles; vandalism;weight of snow, ice or sleet; leakage from fire extinguishing equipment, including sprinklers; or accidental discharge or leakage of water or steam from any part of a system or appliance containing water or steam to premises while rented to you or temporarily occupied by you with permission of the owner. A separate Damage To Premises Rented To You Limit of Insurance applies to this coverage as described in Section III —Limits Of Insurance. 2. Paragraph 6. of 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 any one premises while rented to you, or in the case of damage by one or more covered perils to any one premises, while rented to you or temporarily occupied by you with permission of the owner. E. Limited Contractual Liability Coverage—Personal and Advertising Injury 1. Exclusion e. of Section I —Coverage B— Personal And Advertising Injury Liability is replaced by the following: 2. Exclusions This insurance does not apply to: e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to: (1) Liability for damages that the insured would have in the absence of the contract or agreement; or (2) Liability for "personal and advertising injury" if: (a) The"personal and advertising injury"arises out of the offenses of false arrest, detention or imprisonment; U-GL-1477-B CW(04/13) Page 3 of 9 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. (b) The liability pertains to your business and is assumed in a written contract or written agreement in which you assume the tort liability of another. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement; and (c) The"personal and advertising injury" occurs subsequent to the execution of the written contract or written agreement. Solely for purposes of liability so assumed in such written contract or written agreement, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "personal and advertising injury"described in Paragraph (a) above, provided: (i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same written contract or written agreement;and (ii) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. 2. Paragraph 2.d. of Section I —Supplementary Payments—Coverages A and B is replaced by the following: d. The allegations in the"suit"and the information we know about the"occurrence" or offense are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee. 3. The following is added to the paragraph directly following Paragraph 2.f. of Section I —Supplementary Payments—Coverages A and B: Notwithstanding the provisions of Paragraph 2.e.(2) of Section I —Coverage B—Personal And Advertising Injury Liability, such payments will not be deemed to be damages for "personal and advertising injury" and will not reduce the limits of insurance. F. Medical Payments—Increased Reporting Period Paragraph 1. a. of Section I - Coverage C —Medical Payments is replaced by the following; a. We will pay medical expenses as described below for "bodily injury"caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (a) The accident takes place in the"coverage territory" and during the policy period; (b) The expenses are incurred and reported to us within three years of the date of the accident; and (c) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. G. Supplementary Payments The following changes apply to Supplementary Payments—Coverages A and B: Paragraphs 1.b. and 1.d. are replaced by the following: b. Up to $2,500 for the 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. 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. H. Broadened Property Damage 1. Elevator Property Damage U-GL-1477-B CW(04/13) Page 4 of 9 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. a. The following is added to Exclusion j. of Section I —Coverage A—Bodily Injury And Property Damage Liability: Paragraphs (3)and (4) of this exclusion do not apply to "property damage"arising out of the use of an elevator at premises you own, rent or occupy. b. The following is added to Section III —Limits Of Insurance: Subject to Paragraphs 2., 3.and 5. above, the most we will pay under Coverage A for damages because of "property damage"to property loaned to you or personal property in the care, custody or control of the insured arising out of the use of an elevator at premises you own, rent or occupy is $25,000 any one "occurrence". 2. Property Damage To Borrowed Equipment a. The following is added to Exclusion j. of Section I — Coverage A — Bodily Injury And Property Damage Liability: Paragraph (4) of this exclusion does not apply to "property damage"to equipment you borrow from others at a jobsite. b. The following is added to Section III —Limits Of Insurance: Subject to Paragraphs 2., 3.and 5. above, the most we will pay under Coverage A for damages because of "property damage"to equipment you borrow from others at a jobsite is $25,000 any one"occurrence". I. Expected or Intended Injury or Damage Exclusion a. of Section I —Coverage A— Bodily Injury And Property Damage Liability is replaced by the following: a. Expected Or Intended Injury Or Damage "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. J. Definition—Bodily Injury Definition 3. in Section V—Definitions is replaced by the following: 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death sustained by a person which results from that bodily injury, sickness or disease. K. Insured Status —Amateur Athletic Participants Section II —Who Is An Insured is amended to include as an insured any person you sponsor while participating in amateur athletic activities. However, no such person is an insured for: a. "Bodily injury" to: (1) Your "employee", "volunteer worker" or any person you sponsor while participating in such amateur athletic activities; or (2) You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company) while participating in such amateur athletic activities; or b. "Property damage"to property owned by, occupied or used by, rented to, in the care, custody or control of, or over which the physical control is being exercised for any purpose by: (1) Your "employee", "volunteer worker" or any person you sponsor; or (2) You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). L. Aircraft, Auto Or Watercraft U-GL-1477-B CW(04/13) Page 5 of 9 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Exclusion g. of Section I —Coverage A—Bodily Injury And Property Damage Liability is replaced by the following: g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage"arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". 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"occurrence"which caused the"bodily injury"or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto"or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the"auto"is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract"for the ownership, maintenance or use of aircraft or watercraft; or (5) "Bodily injury" or "property damage"arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment". M. Definitions—Leased Worker, Temporary Worker and Labor Leasing Firm 1. Definitions 10. and 19. in Section V—Definitions are replaced by the following: 10. "Leased worker" means a person leased to you by a"labor leasing firm" under a written agreement between you and the"labor leasing firm", to perform duties related to the conduct of your business. "Leased worker"does not include a"temporary worker". 19. 'Temporary worker" means a person who is furnished to you to support or supplement your work force during "employee"absences, temporary skill shortages, upturns or downturns in business or to meet seasonal or short-term workload conditions. "Temporary worker" does not include a "leased worker". 2. The following definition is added to Section V—Definitions: "Labor leasing firm"means any person or organization who hires out workers to others, including any: a. Employment agency, contractor or services; b. Professional employer organization; or c. Temporary help service. N. Definitions—Your Product and Your Work Definitions 21. and 22. in Section V—Definitions are replaced by the following: 21. "Your product": a. Means: U-GL-1477-B CW(04/13) Page 6 of 9 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance, use, handling, maintenance, operation or safety of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 22. "Your work": a. Means: (1) Work, services or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work, services or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance, use, handling, maintenance, operation or safety of "your work"; and (2) The providing of or failure to provide warnings or instructions. O. Priority Of Limits The following paragraph is added to Section III —Limits Of Insurance: In the event a claim is made or "suit" is brought against more than one insured seeking damages because of "bodily injury" or "property damage" caused by the same"occurrence" or "personal and advertising injury" caused by the same offense, we will apply the Limits of Insurance in the following order: (a) You; (b) Your "executive officers", partners, directors, stockholders, members, managers (if you are a limited liability company) or "employees"; and (c) Any other insured in any order that we choose. P. Duties in the Event of Occurrence, Offense, Claim or Suit Condition The following paragraphs are added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV —Commercial General Liability Conditions: Notice of an "occurrence" or of an offense which may result in a claim under this insurance or notice of a claim or "suit" shall be given to us as soon as practicable after knowledge of the "occurrence", offense, claim or "suit" has been reported to any insured listed under Paragraph 1. of Section II — Who Is An Insured or an "employee" authorized by you to give or receive such notice. Knowledge by other "employees" of an "occurrence", offense, claim or "suit"does not imply that you also have such knowledge. In the event that an insured reports an "occurrence"to the workers compensation carrier of the Named Insured and this "occurrence" later develops into a General Liability claim, covered by this Coverage Part, the insured's failure to report such "occurrence" to us at the time of the"occurrence" shall not be deemed to be a violation of this condition. You must, however, give us notice as soon as practicable after being made aware that the particular claim is a General Liability rather than a Workers Compensation claim. U-GL-1477-B CW(04/13) Page 7of9 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Q. Other Insurance Condition Paragraphs 4.a. and 4.b.(1) of the Other Insurance Condition of Section IV—Commercial General Liability Conditions are replaced by the following: 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below. However, this insurance is also primary to and will not seek contribution from any other insurance available to an additional insured provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. Other insurance includes any type of self insurance or other mechanism by which an insured arranges for funding of its legal liabilities. b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is property insurance, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is property insurance purchased by you (including any deductible or self insurance portion thereof) to cover premises rented to you or temporarily occupied by you with permission of the owner; (iii) That is insurance purchased by you (including any deductible or self insurance portion thereof) to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (iv) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I —Coverage A —Bodily Injury And Property Damage Liability; or (v) That is property insurance (including any deductible or self insurance portion thereof) purchased by you to cover damage to: (i) Equipment you borrow from others at a jobsite; or (ii) Property loaned to you or personal property in the care, custody or control of the insured arising out of the use of an elevator at premises you own, rent or occupy. (b) Any other primary insurance (including any deductible or self insurance portion thereof) available to the insured covering liability for damages arising out of the premises, operations, products, work or services for which the insured has been granted additional insured status either by policy provision or attachment of any endorsement. Other primary insurance includes any type of self insurance or other mechanism by which an insured arranges for funding of its legal liabilities. (c) Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an U-GL-1477-B CW(04/13) Page 8 of 9 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. additional insured on another policy providing coverage for the same"occurrence", claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. R. Unintentional Failure to Disclose All Hazards Condition 6. Representations of Section IV—Commercial General Liability Conditions is replaced by the following: 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. Coverage will continue to apply if you unintentionally: i. Fail to disclose all hazards existing at the inception of this policy; or ii. Make an error, omission or improper description of premises or other statement of information stated in this policy. You must notify us in writing as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to inception of this Coverage Part. S. Transfer Of Rights Of Recovery Against Others To Us / Waiver of Right of Subrogation Condition 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Commercial General Liability Conditions is renamed and replaced by the following: 8. Transfer Of Rights Of Recovery Against Others To Us / Waiver of Right of Subrogation a. If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b. If the insured waives its right to recover payments for injury or damage from another person or organization in a written contract executed prior to a loss, we waive any right of recovery we may have against such person or organization because of any payment we have made under this Coverage Part. The written contract will be considered executed when the insured's performance begins or when it is signed, whichever happens first. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. T. Liberalization Condition The following condition is added to Section IV—Commercial General Liability Conditions: Liberalization Clause If we revise this Coverage Part to broaden coverage without an additional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in the state shown in the mailing address of your policy. All other terms and conditions of this policy remain unchanged. U-GL-1477-B CW(04/13) Page 9 of 9 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. This endorsement, effective 12:01 a.m., 01/01/2023 forms a part of Policy No. DPR5006485 Issued to Green Companies, Inc. by XL Specialty Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF POLICY CANCELLATION—BLANKET NOTICE TO DESIGNATED ENTITIES This endorsement modifies insurance provided under the following: PROFESSIONAL, ENVIRONMENTAL AND NETWORK SECURITY LIABILITY POLICY—ARCHITECTS, CONSULTANTS AND ENGINEERS Section XI. OTHER CONDITIONS, Paragraph A. Cancellation is amended by the addition of the following: In the event that the Company cancels or non-renews this Policy during the POLICY PERIOD, the Company agrees to provide thirty (30) days' prior written notice of cancellation or non-renewal of this Policy to any entity with whom the NAMED INSURED agreed in a written contract or agreement would be provided with notice of cancellation or non-renewal of this Policy, provided that: 1. The Company receives, at least thirty(30)days prior to the date of cancellation or non-renewal, a written request from the NAMED INSURED to provide notice of cancellation to entities designated by the NAMED INSURED to receive such notice; and 2. The written request includes the name, address and email of each person or entity designated by the NAMED INSURED to receive such notice. The Company will assume that the list provided to the company by the NAMED INSURED is a complete and accurate list. This endorsement does not apply to non-renewal of the Policy at the end of the POLICY PERIOD or cancellation of the Policy for non-payment of premium to a premium finance company authorized to cancel the Policy. Furthermore, nothing contained in this endorsement shall be construed to provide any rights under the Policy to the entities receiving notice of cancellation pursuant to this endorsement, nor shall this endorsement amend or alter the effective date of cancellation stated in the cancellation notice issued to the NAMED INSURED. All other terms and conditions of the Policy remain unchanged. LDD 465 0620 Page 1 of 1 12/21/2021 4:03:51 PM ©2020 X.L.America, Inc. All Rights Reserved. May not be copied without permission. 2. The specific nature and extent of the injury or damage that has been sustained; and 3. How the INSURED first became aware of such CIRCUMSTANCE(S), then any CLAIM(S) that may subsequently be made against the INSURED arising out of such reported CIRCUMSTANCE(S) shall be deemed to have been made on the date first written notice of the CIRCUMSTANCE(S)was received by the Company.This right conferred upon the INSURED in this Paragraph shall terminate at the end of the POLICY PERIOD and shall not exist during the Automatic Extended Reporting Period or Optional Extended Reporting Period. XI. OTHER CONDITIONS A. Cancellation This Policy may be canceled by the NAMED INSURED by surrender thereof to the Company or any of its authorized agents or by mailing to the Company written notice stating when thereafter the cancellation shall be effective. This Policy may be canceled by the Company by mailing to the NAMED INSURED, at the address stated in Item 1. of the Declarations, written notice stating when, not less than thirty (30) days thereafter(or ten (10)days thereafter for non-payment of premium), such cancellation shall be effective. The mailing of notice as aforesaid shall be sufficient proof of notice. The time of surrender or the effective date and hour of cancellation stated in the notice shall become the end of the POLICY PERIOD. Delivery of such written notice either by the NAMED INSURED or by the Company shall be equivalent to mailing. If this Policy is canceled, earned premium shall be computed in accordance with the Company's guidelines with respect to cancellation. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. B. Action Against The Company No action may be brought against the Company unless, as a condition precedent thereto, there shall have been full compliance with all of the terms of this Policy, nor until the amount of the INSURED'S obligation to pay shall have been finally determined either by judgment against the INSURED in a contested proceeding after final judgment has been rendered and any appeal decided, or by written agreement of the INSURED, the claimant and the Company. No person or organization shall have any right under this Policy to join the Company as a party to any action against the INSURED to determine the INSURED'S liability, nor shall the INSURED or the INSURED'S legal representative join the Company in such action. Bankruptcy or insolvency of the INSURED or the INSURED'S estate shall not relieve the Company of any of its obligations hereunder. C. Assignment This Policy may not be assigned or transferred without written consent of the Company. D. Subrogation In the event of any payment under this Policy, the Company shall be subrogated to all the INSURED'S rights of recovery therefor against any person or organization, and the INSURED shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The INSURED shall do nothing after a CLAIM(S)to prejudice such rights. However, it is agreed that the Company waives its rights of subrogation under this Policy against clients of the INSURED as respects any CLAIM(S) arising from PROFESSIONAL SERVICES, or CONTRACTING SERVICES under the client's contract requiring waiver of subrogation, but only to the extent required by written contract. LDD 050 1116 Page 15 of 16 12/14/2022 12:08:01 PM ©2016 X.L. America, Inc. All Rights Reserved. May not be copied without permission. POLICY NUMBER: CUP8S97473323NF ISSUE DATE: 01/01/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THE POLICY SCHEDULE Cancellation: Number of Days Notice: 30 Person or organization: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTENCONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUTONLY IF: 1. THE FIRST NAMED INSURED SENDS US A WRITTEN REQUEST TO PROVIDE SUCHNOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER YOU RECEIVE NOTICE FROM US OF THE CANCELLATION OF THIS POLICY, AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THEBEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THE SCHEDULE Address: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. PROVISIONS If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. IL T4 05 05 19 © 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 POLICY NUMBER: BAP373096813 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds"for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: HR Green Pacific, Inc. Endorsement Effective Date: 01/01/2023 SCHEDULE Name Of Person(s) Or Organization(s): Any person or organization to whom or which you are required to provide additional insured status or additional insured status on a primary, non-contributory basis, in a written contract or written agreement executed prior to loss, except where such contract or agreement is prohibited by law Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured"for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 Wolters Kluwer Financial Services I Uniform Forms 0 Coverage Extension Endorsement ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff.Date of End. Producer No. Add'I.Prem Return Prem. BAP373096813 01/01/2023 01/01/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Business Auto Coverage Form Motor Carrier Coverage Form A. Amended Who Is An Insured 1. The following is added to the Who Is An Insured Provision in Section II—Covered Autos Liability Coverage: The following are also "insureds": a. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow for acts performed within the scope of employment by you. Any "employee" of yours is also an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your business. b. Anyone volunteering services to you is an "insured" while using a covered "auto" you don't own, hire or borrow to transport your clients or other persons in activities necessary to your business. c. Anyone else who furnishes an "auto" referenced in Paragraphs A.1.a. and A.1.b. in this endorsement. d. Where and to the extent permitted by law, any person(s) or organization(s)where required by written contract or written agreement with you executed prior to any "accident", including those person(s) or organization(s) directing your work pursuant to such written contract or written agreement with you, provided the "accident" arises out of operations governed by such contract or agreement and only up to the limits required in the written contract or written agreement, or the Limits of Insurance shown in the Declarations, whichever is less. 2. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance—Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form: Coverage for any person(s) or organization(s), where required by written contract or written agreement with you executed prior to any "accident", will apply on a primary and non-contributory basis and any insurance maintained by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond the terms and conditions of the Coverage Form. B. Amendment—Supplementary Payments Paragraphs a.(2) and a.(4) of the Coverage Extensions Provision in Section II — Covered Autos Liability Coverage are replaced by the following: (2) Up to $5,000 for the cost of bail bonds (including bonds for related traffic law 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 earnings up to $500 a day because of time off from work. U-CA-424-F CW(04-14) Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. C. Fellow Employee Coverage The Fellow Employee Exclusion contained in Section II—Covered Autos Liability Coverage does not apply. D. Driver Safety Program Liability and Physical Damage Coverage 1. The following is added to the Racing Exclusion in Section II—Covered Autos Liability Coverage: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. 2. The following is added to Paragraph 2. in the Exclusions of Section Ill — Physical Damage Coverage of the Business Auto Coverage Form and Paragraph 2.b. in the Exclusions of Section IV — Physical Damage Coverage of the Motor Carrier Coverage Form: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. E. Lease or Loan Gap Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Lease Or Loan Gap Coverage In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the lease or loan for a covered "auto", less: a. Any amount paid under the Physical Damage Coverage Section of the Coverage Form; and b. Any: (1) Overdue lease or loan payments at the time of the "loss"; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Security deposits not returned by the lessor; (4) Costs for extended warranties, credit life insurance, health, accident or disability insurance purchased with the loan or lease; and (5) Carry-over balances from previous leases or loans. F. Towing and Labor Paragraph A.2. of the Physical Damage Coverage Section is replaced by the following: We will pay up to $75 for towing and labor costs incurred each time a covered "auto" of the private passenger type is disabled. However, the labor must be performed at the place of disablement. G. Extended Glass Coverage The following is added to Paragraph A.3.a. of the Physical Damage Coverage Section: If glass must be replaced, the deductible shown in the Declarations will apply. However, if glass can be repaired and is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass repaired rather than replaced. H. Hired Auto Physical Damage— Increased Loss of Use Expenses The Coverage Extension for Loss Of Use Expenses in the Physical Damage Coverage Section is replaced by the following: Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or written rental agreement. We will pay for loss of use expenses if caused by: U-CA-424-F CW(04-14) Page 2 of 6 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. • (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of$3000. I. Personal Effects Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Personal Effects Coverage a. We will pay up to$750 for"loss"to personal effects which are: (1) Personal property owned by an "insured"; and (2) In or on a covered "auto". b. Subject to Paragraph a. above, the amount to be paid for"loss" to personal effects will be based on the lesser of: (1) The reasonable cost to replace; or (2) The actual cash value. c. The coverage provided in Paragraphs a. and b. above, only applies in the event of a total theft of a covered "auto". No deductible applies to this coverage. However, we will not pay for "loss" to personal effects of any of the following: (1) Accounts, bills, currency, deeds, evidence of debt, money, notes, securities, or commercial paper or other documents of value. (2) Bullion, gold, silver, platinum, or other precious alloys or metals; furs or fur garments; jewelry, watches, precious or semi-precious stones. (3) Paintings, statuary and other works of art. (4) Contraband or property in the course of illegal transportation or trade. (5) Tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. Any coverage provided by this Provision is excess over any other insurance coverage available for the same "loss". J. Tapes, Records and Discs Coverage 1. The Exclusion in Paragraph B.4.a. of Section III — Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.2.c. of Section IV — Physical Damage Coverage in the Motor Carrier Coverage Form does not apply. 2. The following is added to Paragraph 1.a. Comprehensive Coverage under the Coverage Provision of the Physical Damage Coverage Section: We will pay for "loss" to tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. We will pay only if the tapes, records, discs or other similar audio, visual or data electronic devices: (a) Are the property of an "insured"; and (b) Are in a covered "auto" at the time of"loss". The most we will pay for such "loss" to tapes, records, discs or other similar devices is $500. The Physical Damage Coverage Deductible Provision does not apply to such "loss". U-CA-424-F CW(04-14) Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. K. Airbag Coverage The Exclusion in Paragraph B.3.a. of Section III—Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.4.a. of Section IV — Physical Damage Coverage in the Motor Carrier Coverage Form does not apply to the accidental discharge of an airbag. L. Two or More Deductibles The following is added to the Deductible Provision of the Physical Damage Coverage Section: If an accident is covered both by this policy or Coverage Form and by another policy or Coverage Form issued to you by us, the following applies for each covered "auto" on a per vehicle basis: 1. If the deductible on this policy or Coverage Form is the smaller(or smallest) deductible, it will be waived; or 2. If the deductible on this policy or Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller(or smallest) deductible. M. Physical Damage—Comprehensive Coverage—Deductible The following is added to the Deductible Provision of the Physical Damage Coverage Section: Regardless of the number of covered "autos"damaged or stolen, the maximum deductible that will be applied to Comprehensive Coverage for all "loss"from any one cause is $5,000 or the deductible shown in the Declarations, whichever is greater. N. Temporary Substitute Autos—Physical Damage 1. The following is added to Section I—Covered Autos: Temporary Substitute Autos — Physical Damage If Physical Damage Coverage is provided by this Coverage Form on your owned covered "autos", the following types of vehicles are also covered "autos"for Physical Damage Coverage: Any "auto" you do not own when used with the permission of its owner as a temporary substitute for a covered "auto"you do own but is out of service because of its: 1. Breakdown; 2. Repair; 3. Servicing; 4. "Loss"; or 5. Destruction. 2. The following is added to the Paragraph A. Coverage Provision of the Physical Damage Coverage Section: Temporary Substitute Autos—Physical Damage We will pay the owner for "loss" to the temporary substitute "auto" unless the "loss" results from fraudulent acts or omissions on your part. If we make any payment to the owner, we will obtain the owner's rights against any other party. The deductible for the temporary substitute "auto" will be the same as the deductible for the covered "auto" it replaces. O. Amended Duties In The Event Of Accident, Claim, Suit Or Loss Paragraph a. of the Duties In The Event Of Accident, Claim, Suit Or Loss Condition is replaced by the following: a. In the event of "accident", claim, "suit" or "loss", you must give us or our authorized representative prompt notice of the "accident", claim, "suit" or "loss". However, these duties only apply when the "accident", claim, "suit" or "loss" is known to you (if you are an individual), a partner (if you are a partnership), a member(if you are a limited liability company) or an executive officer or insurance manager (if you are a corporation). The failure of any U-CA-424-F CW(04-14) Page 4 of 6 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. agent, servant or employee of the "insured" to notify us of any "accident", claim, "suit" or"loss" shall not invalidate the insurance afforded by this policy. Include, as soon as practicable: (1) How, when and where the "accident" or "loss" occurred and if a claim is made or "suit" is brought, written notice of the claim or "suit" including, but not limited to, the date and details of such claim or "suit"; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. If you report an "accident", claim, "suit" or "loss" to another insurer when you should have reported to us, your failure to report to us will not be seen as a violation of these amended duties provided you give us notice as soon as practicable after the fact of the delay becomes known to you. P. Waiver of Transfer Of Rights Of Recovery Against Others To Us The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: This Condition does not apply to the extent required of you by a written contract, executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. This waiver only applies to the person or organization designated in the contract. Q. Employee Hired Autos—Physical Damage Paragraph b. of the Other Insurance Condition in the Business Auto Coverage Form and Paragraph f. of the Other Insurance— Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form are replaced by the following: For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented under a written contract or written agreement entered into by an "employee" or elected or appointed official with your permission while being operated within the course and scope of that "employee's"employment by you or that elected or appointed official's duties as respect their obligations to you. However, any "auto"that is leased, hired, rented or borrowed with a driver is not a covered "auto". R. Unintentional Failure to Disclose Hazards The following is added to the Concealment, Misrepresentation Or Fraud Condition: However, we will not deny coverage under this Coverage Form if you unintentionally: (1) Fail to disclose any hazards existing at the inception date of this Coverage Form; or (2) Make an error, omission, improper description of"autos" or other misstatement of information. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to the acceptance of this policy. S. Hired Auto—World Wide Coverage Paragraph 7a.(5) of the Policy Period, Coverage Territory Condition is replaced by the following: (5) Anywhere in the world if a covered "auto" is leased, hired, rented or borrowed for a period of 60 days or less, T. Bodily Injury Redefined The definition of"bodily injury" in the Definitions Section is replaced by the following: "Bodily injury" means bodily injury, sickness or disease, sustained by a person including death or mental anguish, resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease. U-CA-424-F CW(04-14) Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. U. Expected Or Intended Injury The Expected Or Intended Injury Exclusion in Paragraph B. Exclusions under Section II—Covered Auto Liability Coverage is replaced by the following: 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. V. Physical Damage—Additional Temporary Transportation Expense Coverage Paragraph A.4.a. of Section III—Physical Damage Coverage is replaced by the following: 4. Coverage Extensions a. Transportation Expenses We will pay up to $50 per day to a maximum of$1,000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". W. Replacement of a Private Passenger Auto with a Hybrid or Alternative Fuel Source Auto The following is added to Paragraph A. Coverage of the Physical Damage Coverage Section: In the event of a total "loss" to a covered "auto" of the private passenger type that is replaced with a hybrid "auto" or "auto" powered by an alternative fuel source of the private passenger type, we will pay an additional 10% of the cost of the replacement "auto", excluding tax, title, license, other fees and any aftermarket vehicle upgrades, up to a maximum of$2500. The covered "auto" must be replaced by a hybrid "auto" or an "auto" powered by an alternative fuel source within 60 calendar days of the payment of the "loss" and evidenced by a bill of sale or new vehicle lease agreement. To qualify as a hybrid "auto", the "auto" must be powered by a conventional gasoline engine and another source of propulsion power. The other source of propulsion power must be electric, hydrogen, propane, solar or natural gas, either compressed or liquefied. To qualify as an "auto" powered by an alternative fuel source, the "auto" must be powered by a source of propulsion power other than a conventional gasoline engine. An "auto" solely propelled by biofuel, gasoline or diesel fuel or any blend thereof is not an "auto" powered by an alternative fuel source. X. Return of Stolen Automobile The following is added to the Coverage Extension Provision of the Physical Damage Coverage Section: If a covered "auto" is stolen and recovered, we will pay the cost of transport to return the "auto" to you. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. All other terms, conditions, provisions and exclusions of this policy remain the same. U-CA-424-F CW(04-14) Page 6 of 6 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 0 Notification to Others of Cancellation ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I.Prem Return Prem. BAP373096813 01/01/2023 01/01/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial Automobile Coverage Part A. If we cancel this Coverage Part by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s): Number of Days Notice: All other terms and conditions of this policy remain unchanged. U-CA-812-A CW(05/10) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. • 0 Additional Insured — Automatic — Owners, Lessees Or ZURICH Contractors Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I.Prem Return Prem. GL0373096713 01/01/2023 01/01/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: HR Green Pacific, Inc. Address (including ZIP Code): 1260 Corona Point Court Suite 305 Corona, CA 92879-5013 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II —Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations or "your work" as included in the "products-completed operations hazard", which is the subject of the written contract or written agreement. However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including: a. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. 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 "occurrence" 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. U-GL-1175-F CW(04/13) Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. C. The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions: The additional insured must see to it that: 1. We are notified as soon as practicable of an "occurrence" or offense that may result in a claim; 2. We receive written notice of a claim or "suit" as soon as practicable; and 3. A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. For the purposes of the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV—Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or"suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis. E. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III—Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the written contract or written agreement referenced in Paragraph A. of this endorsement; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions of this policy remain unchanged. U-GL-1175-F CW(04/13) Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 0 Notification to Others of Cancellation ZU RICH C Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I.Prem Return Prem. GL0373096713 01/01/2023 01/01/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s)/ Number of Days Notice: Organization(s): All other terms and conditions of this policy remain unchanged. U-GL-1446-A CW(05/10) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU AND FOR THAT PERSON AND/OR ORGANIZATION This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. WC373096613 Endorsement No. Insured HR Green Pacific, Inc. Premium$ Insurance Company Countersigned by WC124 (4-84) Page 1 of 1 WC 00 03 13 Copyright 1983 National Council on Compensation Insurance, Inc. Uniform FormsTM WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 33 NOTIFICATION TO OTHERS OF CANCELLATION ENDORSEMENT This endorsement is used to add the following to Part Six of the policy. PART SIX CONDITIONS A. If we cancel this policy by written notice to you for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below. Notification to such person or organization will be provided at least 10 days prior to the effective date of the cancellation, as advised in our notice to you, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this policy by written notice to you for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s)/ Number of Days Notice: Organization(s): All other terms and conditions of this policy remain unchanged. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. WC373096613 Endorsement No. Insured HR Green Pacific, Inc. Premium $ Insurance Company WC 99 06 33 (Ed. 05-10) Includes copyrighted material of National Council on Compensation Insurance, Inc.with its permission. Page 1 of 1