Kutak Rock Contract 6-3-2021 — Fort Bragg City Council, January 24, 2022

Docusign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE

CITY OF FORT BRAGG

PROFESSIONAL SERVICES AGREEMENT
WITH
KUTAK ROCK, LLP •DS
GRAS
THIS AGREEMENT is made and entered into this 29th 3rd day of June, 2021 - DS ("Effective Date"), by and between the CITY OF FORT BRAGG, a municipal corporation, 416 N. Franklin Street, Fort Bragg, California 95437 ('City"), and KUTAK ROCK, LLP, 1625 Eye Street NW, Suite 800, Washington, DC 20006-4099 ("Consultant").

WITNESSETH: TM
WHEREAS, City proposes to utilize the services of Consultant as an independent - DS
contractor to provide legal services and support to acquire and develop Georgia Pacific Property as more fully described herein; and
B. WHEREAS, City and Consultant desire to contract for the specific services described in Exhibit A (the "Project") and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and
WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.

D. WHEREAS, the legislative body of the City on June 3, 2021 by Resolution No. 4393-2021 authorized execution of this Agreement on behalf of the City in accordance with Chapter 3.20 of the City Municipal Code and/or other applicable law; NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:

1.0. SERVICES PROVIDED BY CONSULTANT
Scope of Work. Consultant shall provide the professional services described in the Consultant's Proposal ("Proposal"), attached hereto as Exhibit A and incorporated herein by this reference.

Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. City officers and employees shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section.

Performance to Satisfaction of City. Consultant agrees to perform all the work to the complete satisfaction of the City as hereinafter specified. Evaluations of the work will be done by the City Manager or his or her designee. If the quality of work is not satisfactory, City in its 1 KUTAK ROCK, LLP
Docusign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE discretion has the right to:
(a) Meet with Consultant to review the quality of the work and resolve the matters of concern;
(b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.
safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant's performance under this Agreement. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program.

Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender, sexual orientation, or disability except as permitted pursuant to Section 12940 of the Government Code. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship.

Consultant agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause.

Consultant shall, in all solicitations and advertisements for employees placed by, or on behalf of Consultant, state that all qualified applicants will receive consideration for employment without regard to race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender, sexual orientation, or disability.

Consultant shall cause the paragraphs contained in this Section to be inserted in all subcontracts for any work covered by the Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.

Non-Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.

Delegation and Assionment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant's sole cost and expense. All insurance requirements contained in this Agreement are independently applicable to any and all subcontractors that Consultant may engage during the term of this 2 KUTAK ROCK, LLP
DocuSign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE Agreement.

Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed contidential and shall not be disclosed by Consultant without written authorzation by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement.

2.0. COMPENSATION AND BILLING
Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit A, for a total amount not to exceed Fifty Thousand Dollars ($50,000.00).

Additional Services. Consultant shall not receive compensation for any services provided outside the scope of work specified in the Consultant's Proposal or which is inconsistent with or in violation of the provisions of this Agreement unless the City or the Project Manager for this Project, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. Should the City request in writing additional services that increase the hereinabove described "Scope of Work," an additional fee based upon the Consultant's standard hourly rates shall be paid to the Consultant for such additional services. The City Manager may approve contract change orders not exceeding a total of 10% of the approved contract or up to the contingency amount whichever amount is less for any one project.

Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but not more often than monthly. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices.

Records and Audits. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times for a period of three (3) years from the date of final payment.

3.0. TIME OF PERFORMANCE

3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the issuance of Notice to Proceed. Said services shall be performed in strict compliance with the schedule set forth in the Scope of Work attached hereto as Exhibit A. Consultant will complete the services in accordance with this Agreement by December 31, 2021. The Time of Completion may only be modified by a written amendment of the Agreement signed by both the City and the Consultant and in accordance with its terms.

3.2. Excusable Delays. Neither party shall be responsible for delays or lack of 3 KUTAK ROCK, LLP
DocuSign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of the Consultant is encountered, a time extension may be mutually agreed upon in writing by the City and the Consultant. The Consultant shall present documentation satisfactory to the City to substantiate any request for a time extension.

4.0. TERM AND TERMINATION
Term. This Agreement shall commence on the Effective Date and expire on March 31, 2022 unless previously terminated as provided herein or as otherwise agreed to in writing by the parties.

4.2. Notice of Termination. The City reserves and has the right and privilege o anceling, suspending or abandoning the execution of all or any part of the work contemplates by this Agreement, with or without cause, at any time, by providing at least ten (10) days prior written notice to Consultant. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement, such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement.

If the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

The City shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement, immediately upon service of written notice of termination on the Consultant, if the latter should:
a. Be adjudged a bankrupt;
Become insolvent or have a receiver of its assets or property appointed because of insolvency;
c. Make a general assignment for the benefit of creditors; Default in the performance of any obligation or payment of any indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.

4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including 4 KUTAK ROCK, LLP
DocuSign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE the date of City's written notice of termination within thirty-five (35) days after service of the notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein.

In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant. City shall not be liable for any claim of lost profits.

Documents. In the event of termination of this Agreement, all documents prepared unfinished design, development and construction documents, data studies, drawings, maps and Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense to Consultant.

5.0. INSURANCE

5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated "A," Class X, or better in the most recent Best's Key Insurance Rating Guide, and approved by (a) Broad-form commercial general liability, in a form at least as broad as ISO form #CG 20 01 04 13, including premises-operations, products/ completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) aggregate, combined single limits. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. If Consultant maintains higher limits than the specified minimum limits, City requires and shall be entitled to coverage for the high limits maintained by the Consultant.
(b) Business automobile liability for owned vehicles, hired, and non-owned a policy limit of not less than One Million Dollars
($1,000,000.00), combined single limits, each incident for bodily injury and property damage.
(c) Workers' compensation insurance as required by the State of California and Employers Liability Insurance with a minimum limit of $1,000,000 per accident for any employee or employees of Consultant. Consultant agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officials, officers, agents, employees, and volunteers for losses arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies.
5 KUTAK ROCK, LLP
Docusign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE Before execution of this Agreement by the City, the Consultant shall file with the City Clerk the following signed certification:

I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers' Compensation or to undertake self-insurance before commencing any of the work.

The Consultant shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration *, and shal
Agreement by the City. The City, its officers and employees shall not be responsible for any claims in law or equity occasioned by failure of the consultant to comply with this section.
(d) Professional errors and omissions ("E&") liability insurance with policy limits of not less than Two Million Dollars ($2,000,000.00), combined single limits, per occurrence and aggregate. Architects' and engineers' coverage shall be endorsed to include contractual liability. If the policy is written as a "claims made" policy, the retro date shall be prior to the start of the contract work. Consultant shall obtain and maintain said E&O liability insurance during the life of this Agreement and for three years after completion of the work hereunder.

Neither the City nor any of its elected or appointed officials, officers, agents, employees, or volunteers makes any representation that the types of insurance and the limits specified to be carried by Consultant under this Agreement are adequate to protect Consultant. If Consultant believes that any such insurance coverage is insufficient, Consultant shall provide, at its own expense, such additional insurance as Consultant deems adequate.

5.2 Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions:
(a) Additional insureds: "The City of Fort Bragg and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on (b) Notice: "Consultant shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self-insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Consultant shall forthwith obtain and submit proof of substitute insurance. Should Consultant fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at Consultant's sole cost and expense.' (c) Other insurance: "The Consultant's insurance coverage shall be primary insurance as respects the City of Fort Bragg, its officers, officials, agents, 6 KUTAK ROCK, LLP
Docusign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE employees, and volunteers. Any other insurance maintained by the City of Fort Bragg shall be excess and not contributing with the insurance provided by this policy."
(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Fort Bragg, its officers, officials, agents, employees, and volunteers.
(e) The Consultant'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.

5.3. Deductible or Self-Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self-insured retention.

5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The certificates of insurance and endorsements shall be attached hereto as Exhibit B and incorporated herein by this reference.

Non-limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property.

6.0. GENERAL PROVISIONS
Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.

Representatives. The City Manager or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.
shall be authorized to issueal consents, appress, dive doves and agreement on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.

6.3. Project Managers. The Project Manager designated to work directly with Consultant in the performance of this Agreement will be Tabatha Miller, City Manager. It shall be the Consultant's responsibility to assure that the Project Manager is kept informed of the progress of the performance of the services and the Consultant shall refer any decision, which must be made by City, to the Project Manager. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Project Manager. 7 KUTAK ROCK, LLP
DocuSign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE Consultant designates George R. Schlossberg, Partner, as its Project Manager, who shall represent it and be its agent in all consultations with City during the term of this Agreement and who shall not be changed by Consultant without the express written approval by the City. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City.

Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or if mailed, shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 72 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.

IF TO CONSULTANT: IF TO CITY:

George R. Schlossberg City Clerk
KutaK Rock LLP City of Fort Bragg
1625 Eye Street NW, Suite 800 416 N. Franklin St
Washington, DC 20006-4099 Fort Bragg, CA 95437
Tel: 202-828-2400 Tel: 707-961-2823
Fax: 707-961-2802

6.5. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.

6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Mendocino County, California. Consultant agrees to submit to the personal jurisdiction of such court in the event of such action.

Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement.

Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.

6.8. [Section Removed.]
Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent.

Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, 8 KUTAK ROCK, LLP
DocuSign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

6.11. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require.

6.12. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, preliminary notes, working documents, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City, but shall be made available to the City within ten (10) days of request or within ten (10) days of termination. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents fumished by Consultant.

Consultant shall deliver to City any findings, reports, documents, information, data, preliminary notes and working documents, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City. Consultant or Consultant's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright in such documents.
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DocuSign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE

6.13. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.).

Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.

6.14. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090.

During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

6.15. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

6.16. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect.

6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, the conflict shall be resolved by giving precedence in the following order, if applicable:

This Agreement, the City's Request for Proposals, the Consultant's Proposal.

6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.

6.20. Headings. Paragraph and subparagraph headings contained in this Agreement are 10 KUTAK ROCK, LLP
DocuSign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

6.21. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.

6.23. Waiver. The delay or failure of either party at any time to require performance or come once be the othere are of is liain or greenie a reor or real., this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

6.25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

6.26. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties end that by doing so the parties hereto are formally bound to the provisions of this IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executer by and through their respective authorized officers, as of the date first above written

CITY CONSULTANT
- DocuSigned by: - Docusigned by:

Tabattea Miller George K. Schlossberg
By: - 143361 BREELA: By:_ - 85431878608478..

Tabatha Miller George R. Schlossberg
Its: City Manager Its: Partner

KUTAK ROCK, LLP
Docusign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE ATTEST:
•Docusigned by:
| ture lemos CMC
By: S7EA7SA3SDBA43D.

June Lemos, CMC
City Clerk
keitle Collins
By: - 36008747F821404.
-
Keith F. Collins
City Attorney
12 KUTAK ROCK, LLF
Docusign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE

EXHIBIT A

KUTAKROCK
Proposal to do or Berg, Can i peal Services and Support May 24, 202:

Page 4 ends

Scope of Work for City of Fort Bragg, Californi
cquisition and Development of Georgia Pacific Propert
I. Initial Considerations:
c. Discuss with City possible uses of property, suggested acquisition process and issues, and recommend City course of action.

II. Conduct due diligence prior to commencing negotiations with Georgia Pacific ("GP"'):
a. Conduct environmental due diligence (seek consultant?); b. Conduct Feasibility Study to determine value (zoning/entitlements, Coastal Zone issues, etc.);
c. Investigate title documents, including Native American implications; d. Assess implications of anticipated land use controls e. Explore Pollution Legal Liability Insurance (Broker, availability, price, duration, exclusions);
f. Consider risk mitigation measures (ie. JPA, SPE, Tribal Involvement); g. Consider CEQA, Surplus land Act issues.

III. Establish and negotiate deal terms with GP:
a. Term Sheet to address (i) Price; (ii) Schedule; (iii) Risk allocation for environmental knowns/unknowns; (iv) Escrow; and (v) various transaction costs such as PLL Insurance, environmental consultants, counsel, etc.
b. Negotiate final Purchase and Sale Agreement in accordance with Term Sheet. c. Address and complete DTSC CRUPS
d. Close purchase of GP property.

IV. Master Developer Selection Process:
a. Draft and Issue (i) RFQ/RFP, and (ii) developer selection matrix seeking one or more developers depending on City desired end-use and product type. b. Assist City to (i) conduct developer interviews, (ii) rank developer applicants, (iii) select developer(s), and (iv) negotiate and memorialize developer agreements). 4836-8248-6508.1
Docusign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE

KUTAKROCK
Po desire cider Elop Bears, Calcifi, peal Services and Support May 24, 2021

Page 5 ends

Proposed Kutak Rock LLP Billing Rates and Rates for Disbursements for
City of Fort Bragg, California
to
Acquire and Develop Georgia Pacific Property
Normal Hourly Billing Rates for professional legal services, through December 31, 2021:

George R. Schlossberg, Partner $475
Barry P. Steinberg, Partner $475
Dylan Kama, Legal Assistant $185
Rates for Disbursements:

Travel at cost
Telephone at cost
Copies $0.20/page
Mailing/FedEx at cost
4836-8248-6508.1
DocuSign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE EXHIBIT B

DATE (MM/DO/YYYY)

ACORD CERTIFICATE OF LIABILITY INSURANCE
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(les) must have ADDITIONAL INSURED provisions or be endorsed.

IT SUBROGATION IS WAIVED, subject to the terms and conditions of the polly, certain pollcles may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lleu of such endorsementia).

CONTACT Patt Plerce
The Harry A. Koch Co. P2Na ANg: 402-861-7000
P.O. Box 45279
Omaha NE 68145 wiss: patt [email protected]

INSURERS) APPORDING COVERAGE NAIC &
INSURER A: Travelers Property Casualty of America 25674 INSURED INSURER B: Property Casualty Company of America 25623 Kutak Rock LLP
1650 Famam St INSURER C: Travelers Casualty Company of America 25615 Omaha NE 68102-2188 INSURER D:

INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: 1761730479 REVISION NUMBER:

THIS I3 TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN IBBUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHBTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE IBBUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS BUBJECT TO ALL THE TERMS, EXCLUBIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMB.

ALCESOUR POLLY EFF FOUCY EXP

LTR TYPE OF INSURANCE INSD WWD POLICY NUMBER (MIDDYYYY (MMIDDIYYYY LIMITS COMMERCIAL GENERAL LIAB LITY 6309257N149PHX20 9/20/2020 9/20/2021 EACH OCCURRENCE $1,000,000

LANAGE TO RENTED
CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $750,000
MED EXP (Any one peraon) $5,000
PERSONAL & ADV INJURY $1.000,000
GENL AGOREGATE LIMIT APPLIES PER: GENERAL ADOREGATE $5,000,000 POLICY LOC PRODUCTS - COMPOP AGG $2.000,000
OTHER $
AUTOMOBILE LIABILITY 9/202020 9/20/2021 TOMBNED SNOTE TINT $1,000,000 BA5N857686 Ee soccer
ANY AUTO BOOLY INJURY (Per peraon) $
OWNED SCHEDULED BODLY INJURY (Per accent)
AUTOS ONLY UTO:

HIRED ON-OWNED PROPERTY DAMAGI
AUTOS ONLY AUTOS ONLY Per acciden!
$
X UMBRELLA LIAB X COCUR CUP8J567763 9/20/2020 9/20/2021 EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000
DED X RETENTIONS n $
WORKERS COMPENSATION UB5J597908 9/20/2020 9/20/2021 X

AND EMPLOYERS LIABILITY
ANYPROPRETOPOP ARTNER EXECUTIVE EL. EACH ACCIDENT $1,000,000 OFFICERNEMBEREXCLUDED? NIA
(Mandatory in tet) EL. DISEASE - EA EMPLOYEE $ 1,000,000 EL. DISEASE - POLICY LIMIT $1,000,000
eaver or Surgation aples for workers: compensation it required by witten contract executed prior to 1055.

CERTIFICATE HOLDER CANCELLATION

THE EXPIRATION DATE THERE NOTICE LE ELVERED RE THE EXPIRATION DATE THEREOF, ACCORDANCE WITH THE POLICY PROVISIONS.

City of Fort Bragg
416 N. Franklin Street
Fort Bragg CA 95437
Thildfire
© 1988-2015 ACORD CORPORATION. All righta reserved.

ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE

ACORD DATE (MM/DO/YYYY)

CERTIFICATE OF LIABILITY INSURANCE
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed.

CONTACT Angela Fleege
Alliant Insurance Services, Inc. P2Na AN: 312-930-1967
200 S Wacker Dr Ste 3030 LAC. Not
Chicago IL 60606 ss: [email protected]

INSURERS) APPORDING COVERAGE NAIC &
LenacE: 0C35861 INSURER A: Scottsdale Insurance Company 41297 INSURED KUTAROC-01 INSURER B: Ironshore Specialty Insurance 25445 Kutak Rock LLP
The Omaha Building INSURER C: QBE Spectalty Insurance Compan 11515 1650 Famam Street INSURER D:

Omaha NE 68102 INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: 785885372 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN IBBUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOO INDICATED. NOTWITHBTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE IBBUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUBIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMB.

ALCOSOUN POCKY ENT POLICY LAP
LTR TYPE OF INSURANCE INSD WWD POLICY NUMBER MDOWYYY) |IMMDDYYYY LIMITS COMMERCIAL GENERAL LIAB LITY EACH OCCURRENCE $

LAMAGE TO RENTED
CLAIMS-MADE OCCUR PREMISES (Es occurrence) $
MED EXP (Any one peraon) $
PERSONAL & ADV INJURY $
GENL AGOREGATE LIMIT APPLIES PER: GENERAL ADOREGATE

POLICY LOC PRODUCTS - COMPOP AGG
OTHER

AUTOMOBILE LIABILITY CUBNED SNOTE TINI
Ee soccer
ANY AUTO BOOLY INJURY (Per peran)
OWNED SCHEDULED BOOLY INJURY (Per accident)
AUTOS ONLY AUTO:

HIRED VON-OWNED PROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY Per acciden!

UMBRELLA LIAB COCUR EACH OCCURRENCE

EXCESS LIAB CLAIMS-MADE AGGREGATE

DED RETENTION S

WORKERS COMPENSATION

AND EMPLOYERS LIABILITY
ANYPROPR ARTNER EXECUTIVE EL. EACH ACCIDENT $
OFFICERNEMBEREXCLUDED? NIA
(Mandatory in tet) EL. DISEASE - EA EMPLOYEE $
EL. DISEASE - POLICY UMIT S
LWS0000917 6/15/2021 See Deacipeo:

LPL7CAB0USU002 6/15/2021
QPL0124651 6/15/2021
DESCRIPTION OR OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedul, may be attached il more space la required) Limits of Liabllty in excess of: $2,000,000 per Clalm/54,000,000 Aggregate Claims-made coverage
Insurers Affording Coverage schedule continued on Attachment A

CERTIFICATE HOLDER CANCELLATION
City of Fort Bragg
416 North Franklin Street
Fort Bragg CA 95437
Ater vaster
© 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE Kutak Rock LLP
Certificate of Professional Liability Insurance
Policy Term: June 15, 2021 - June 15, 2022
Attachment A
Insurer Affording Policy Number: Policy Term: NAIC or AlIN# Insurer D: PL2021LPL90070 8/15/2021 - 8/15/2022 25569
Insurer E: LPL 10013153903 8/15/2021 - 6/15/2022 41718
Insurer F: National Fire and Marine 45-EPP-302870-06 8/15/2021 - 8/15/2022 20080 Insurance Company
Insurer G: Travelers Excess and Surplus 107106135 8/15/2021 - 6/15/2022 29898 Lines Company
Insurer H: Everest Indemnity Insurance PL5EE00093-211 8/15/2021 - B/15/2022 10851 Company
Insurer I: Indian Harbor Insurance Co LPE 9038997-02 8/15/2021 - 8/15/2022 38940 Insurer J: HDI Global Specialty SE LDUSA2105023 8/15/2021 - 8/15/2022 AA1340041 Insurer K: Markel Bermuda Limited LDUSA2105023 8/15/2021 - 8/15/2022 AA3190829 Insurer L: Associated Industries AES121112800 8/15/2021 - 6/15/2022 23140 Insurance Company
Insurer M: Peleus Insurance Company XPL409495-4 8/15/2021 - 8/15/2022 34118 Insurer N: Great American Fidelity LAXE558808 8/15/2021 - 8/15/2022 41858 Insurance Company
Insurer O: Nautilus Insurance Company PLX 1000450 P-1 8/15/2021 - 8/15/2022 17370 Insurer P: Starr Surplus Lines Insurance 1000634755211 8/15/2021 - 6/15/2022 13604 Company
Insurer Q: Aspen Specialty Insurance LXA72GQ21 & 8/15/2021 - 8/15/2022 10717 Company LX00MAG21
Insurer R: Canopius Insurance Svcs; CUAI0898-00 8/15/2021 - 8/15/2022 AA1122000 Lloyd's Syndicate 4444
Insurer S: Underwriters at Lloyd's LDUSA2105091 8/15/2021 - 8/15/2022 AA1122000 DocuSign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE BA5N857686

COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED - PRIMARY AND

NON-CONTRIBUTORY WITH OTHER INSURANCE
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
PROVISIONS 2. The following is added to Paragraph B.5., Other Insurance of SECTION IV - BUSINESS AUTO
CONDITIONS:

Is An Insured.

COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you aragraph d. of this part 5. Other Insurance, thi nsurance is primary to and non-contributory with
required under a witten contract
an
agreement between you and that person or
organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Liability Coverage, organization, that is signed by you before the but only for damages to which this insurance "Dodily injury" or "property damage" occurs and applies and only to the extent of that person's or that is in effect during the policy period, requires this insurance to be primary and non-contributory.
organization's liability for the conduct of another
"insured"
CA T4 74 08 17 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Docusign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE POLICY NUMBER: COMMERCIAL GENERAL LIABILITY
CG 20 10 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - SCHEDULED PERSON OR

ORGANIZATION
This endorsement modifies insurance provided under the following: 8300257N140P+CC30 COMMERCIAL GENERAL LIABILITY COVERAGE PART 0920/3020

SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s) Location(s) Of Covered Operations
City of Fort Brage
418 N. Frankin Street
Fort Braga CA 96437
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II - Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, following additional organization(s) shown in the Schedule, but only exclusions apply:
with respect to liability for "bodily injury". "property This insurance does not apply to "bodily injury" or
damage" or "personal and advertising injury' "property damage" occurring after. caused, in whole or in part, by:

1. All work, including materials, parts or

1. Your acts or omissions; or equipment fumished in connection with such

2. The acts or omissions of those acting on your work, on the project (other than service, behalf; maintenance or repairs) to be performed by or
in the performance of your ongoing operations for on behalf of the additional insured(s) at the location of the covered operations has been
the additional insured(s) at the location(s)
designated above. completed; or
However: 2. That portion of "your work" out of which the injury or damage arises has been put to its

1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and

2. If coverage provided to the additional insured is
required by the contract or agreement to
provide for such additional insured.

CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 Docusign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE C. With respect to the insurance afforded to these 2. Available under the applicable limits of additional insureds, the following is added to insurance; Section III - Limits Of Insurance: | whichever is less.

If coverage provided to the additional insured is This endorsement shall not increase the required by a contract or agreement, the most we applicable limits of insurance. will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contract or agreement; or

Page 2 of 2 ends

Docusign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE

COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED
(Includes Products-Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
PROVISIONS (1) Any "bodily injury". "property damage" or The following is added to SECTION II - WHO IS AN personal injury" arising out of the providing INSURED: or failure to provide, any profession:
architectural, engineering
ny person or organization that you agree in services, including:
ritten contract or agreement to include as a
additional insured on this Coverage Part is an (a) The preparing, approving, or failing to insured, but only: prepare or approve, maps, shop
a. With respect 1o liability for "bodily injury" or drawings, opinions, reports, surveys, "property damage" that occurs, or for "personal field orders or change orders, or the injury" caused by an offense that is committed, preparing, approving, or failing to subsequent to the signing of that contract or prepare or approve, drawings and agreement and while that part of the contract or specifications; and agreement is in effect; and
(b) Supervisory, inspection, architectural or
b. If, and only to the extent that, such injury or engineering activities damage is caused by acts or omissions of you or
your subcontractor in the performance of "your (2) Any "bodily injury" or "property damage" work" to which the written contract or agreement caused by "your work" and included in the applies. Such person or organization does not "products-completed operations hazard qualify as an additional insured with respect to unless the written contract or agreement the independent acts or omissions of such specifically requires you to provide such person or organization. coverage for that additional insured during The insurance provided to such additional insured is the policy period. subject to the following provisions: he additional insured must comply with the a. If the Limits of Insurance of this Coverage Part following duties:
shown in the Declarations exceed the minimum
limits required by the written contract or (1) Give us written notice as soon as practicable agreement, the insurance provided to the of an "occurrence" or an offense which may result in a claim. To the extent possible, such
notice should include:
(a) How, when and where the "occurrence"
minimum limits required by the written contract or
or offense took place:
agreement will be considered to include the
minimum limits of any Umbrella or Excess (b) The names and addresses of any injured liability coverage required for the additional persons and witnesses; and insured by that written contract or agreement. (c) The nature and location of any injury or This provision will not increase the limits of
insurance described in Section III - Limits Of damage arising out of the "occurrence" or offense.

Insurance.
b. The insurance provided to such additional (2) If a claim is made or "suit is brought against Insured does not apply to: the additional insured:

COMMERCIAL GENERAL LIABILITY
(a) Immediately record the specifics of the (4 Tender the defense and indemnity of any claim or "suit" and the date received; and claim or "suit" to any provider of other (b) Notfy us as soon as practicable and see insurance which would cover such additional to it that we receive written notice of the Insured for a loss we cover. However, this claim or "suit" as soon as practicable. condition does not affect whether the insurance provided to such additional
(3) Immediately send us copies of all legal insured is primary to other insurance papers received in connection with the claim available to such additional insured which or "suit", cooperate with us in the covers that person or organization as a investigation or settlement of the claim or named insured as described in Paragraph 4., defense against the "suif, and otherwise Other Insurance, of Section IV - Commercial comply with all policy conditions. General Liability Conditions.

Page 2 of 2 ends

DocuSign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE

COMMERCIAL GENERAL LIABILITY
6309257N149PHX20
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

XTEND ENDORSEMENT FOR SERVICE INDUSTRIES
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy A. Who Is An Insured - Unnamed Subsidiaries G. Blanket Additional Insured - Governmental Entities - Permits Or Authorizations Relating To
B. Who Is An Insured - Employees And Volunteer Premises Workers - Bodily Injury To Co-Employees And
H. Blanket Additional Insured - Governmental
Co-Volunteer Workers
Entities - Permits Or Authorizations Relating To
C. Who Is An Insured - Newly Acquired Or Formed Operations Limited Liability Companies I. Blanket Additional Insured - Grantors Of D. Blanket Additional Insured - Broad Form Franchises
Vendors
J. Incidental Medical Malpractice
E. Blanket Additional Insured - Controlling Interest
K. Blanket Waiver Of Subrogation
F. Blanket Additional Insured - Mortgagees,
Assignees, Successors Or Receivers
b. After the date, if any, during the policy period

PROVISIONS
that you no longer maintain an ownership
A. WHO IS AN INSURED - UNNAMED interest of more than 50% in such subsidiary.

SUBSIDIARIES For purposes of Paragraph 1. of Section II - Who The following is added to SECTION II - WHO IS s An Insured, each such subsidiary will be AN INSURED: deemed to be designated in the Declarations as:

Any of your subsidiaries, other than a partnership a. A limited liability company:
or joint venture, that is not shown as a Named b. An organization other than a partnership, Insured in the Declarations is a Named Insured joint venture or limited lability company; or if: c. A trust;
a. You are the sole owner of, or maintain an as indicated in its name or the documents that ownership interest of more than 50% in, such govern its structure. subsidiary on the first day of the policy B. WHO IS AN INSURED - EMPLOYEES AND period; and VOLUNTEER WORKERS - BODILY INJURY
b. Such subsidiary is not an insured under TO CO-EMPLOYEES AND CO-VOLUNTEER

WORKERS
similar other insurance.

The following is added to Paragraph 2.a.(1) of
No such subsidiary is an insured for "bodily SECTION II - WHO IS AN INSURED:
injury" or "property damage" that occurred, or
"personal and advertising injury" caused by an Paragraphs (1)(a). (b) and (c) above do not offense committed: apply to "bodily injury" to a co-"employee" while h the course of the co-"employee's" employment
a. Before you maintained an ownership interest by you or performing duties related to the of more than 50% in such subsidiary; or conduct of your business, or to "bodily injury" to CG D4 67 02 19 © 2017 The Travelers Indemnity Company, All rights reserved. Page 1 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

DocuSign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE

COMMERCIAL GENERAL LIABILITY
your other "volunteer workers" while performing D. BLANKET ADDITIONAL INSURED - BROAD duties related to the conduct of your business. FORM VENDORS C. WHO IS AN INSURED - NEWLY ACQUIRED The following is added to SECTION II - WHO IS OR FORMED LIMITED LIABILITY COMPANIES AN INSURED:

The following replaces Paragraph 3. of Any person or organization that is a vendor and SECTION II - WHO IS AN INSURED: that you have agreed in a written contract or agreement to include as an additional insured on

3. Any organization you newly acquire or form, this Coverage Part is an insured, but only with other than a partnership or joint venture, and
respect to liability for "bodily injury" or "property
of which you are the sole owner or in which
damage" that:
you maintain an ownership interest of more
than 50%, will qualify as a Named Insured if a. Occurs subsequent to the signing of that there is no other similar insurance available contract or agreement; and to that organization. However:
b. Arises out of your products" that are
a. Coverage under this provision is distributed or sold in the regular course of such vendor's business.
(1) Until the 180th day after you acquire Tre insurance provided to such vendor is subject or form the organization or the end tothe following provisions:
of the policy period, whichever is a. The limits of insurance provided to such earlier, if you do not report such vendor will be the minimum limits that you organization in writing to us within
agreed to provide in the written contract or
180 days after you acquire or form it;
agreement, or the limits shown in the
Declarations, whichever are less.
(2) Until the end of the policy period,
b. The insurance provided to such vendor does
when that date is later than 180 days
after you acquire or form such not apply to:
organization, if you report such (1) Any express warranty not authorized by organization in writing to us within you or any distribution or sale for a 180 days after you acquire or formit; purpose not authorized by you; b. Coverage A does not apply to bodily (2) Any change in "your products" made by injury" or "property damage" that such vendor;
occurred before you acquired or formed
(3) Repeckaging, unless unpacked solely for
the organization; and
purpose inspection,
C. Coverage B does not apply to "personal demonstration, testing, or the and advertising injury" arising out of an substitution of parts under instructions offense committed before you acquired from the manufacturer, and then or formed the organization. repackaged in the original container; For the purposes of Paragraph 1. of Section (4) Any failure to make such inspections, Il - Who Is An Insured. each such adjustments, tests or servicing as organization will be deemed to be vendors agree to perform or normally designated in the Declarations as: undertake to perform in the regular a. A limited lability company; course of business, in connection with the distribution or sale of "your
b. An organization, other than a products*:
partnership, joint venture or limited
(5) Demonstration, installation, servicing or
liability company: or
repair operations, except such
c. A trust; operations performed at such vendor's
as indicated in its name or the documents premises in connection with the sale of that govern its structure. "your products"; or

Page 2 of 5 ends

Includes copyrighted material of Insurance Services Office, Ina. with ts permission.

DocuSign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE

COMMERCIAL GENERAL LIABILITY
(6) "Your products" that, after distribution or a. Is "bodily injury" or "property damage" that sale by you, have been labeled or occurs, or is "personal and advertising injury" relabeled or used as a container, part or caused by an offense that is committed. ingredient of any thing subsequent to the signing of that contract or substance by or on behalf of such agreement; and
vendor. b. Arises out of the ownership, maintenance or
Coverage under this provision does not apply to: use of the premises for which that a. Any person or organization from whom you mortgagee, assignee, successor or receiver have acquired "your products", , or any is required under that contract or agreement ingredient, part or container entering into, to be included as an additional insured on accompanying or containing such products; this Coverage Part. or The insurance provided to such mortgagee,
b. Any vendor for which coverage as an assignee, successor or recsiver is subject to the additional insured specifically is scheduled following provisions:
by endorsement. a. The limits of insurance provided to such E. BLANKET ADDITIONAL INSURED - mortgagee, assignee, successor or receiver CONTROLLING INTEREST will be the minimum limits that you agreed to provide in the written contract or agreement.

1. The following is added to SECTION I - or the limits shown in the Dedarations, WHO IS AN INSURED: whichever are less.

Any person or organization that has financial b. The insurance provided to such person or control of you is an insured with respect to organization does not apply to:
liability for "bodily injury". "property damage"
or "personal and advertising injury" that (1) Any "bodily injury" or "property damage" that occurs, or any "personal and
arises out of:
advertising injury caused by an offense
a. Such financial control: or that is committed, after such contract or b. Such person's or organization's agreement is no longer in effect; or ownership. maintenance use (2) Any "bodily injury". "property damage" or premises leased to or occupied by you. "personal and advertising injury" arising The insurance provided to such person or out of any structural alterations, new organization does not apply to structural construction or demolition operations alterations, new construction or demolition performed by or on behalf of such operations performed by or on behalf of such mortgagee, assignee, successor or person or organization. receiver.

2. The following is added to Paragraph 4. of G. BLANKET ADDITIONAL INSURED - SECTION II - WHO IS AN INSURED: GOVERNMENTAL ENTITIES - PERMITS OR This paragraph does not apply to any AUTHORIZATIONS RELATING TO PREMISES premises owner, manager or lessor that has The following is added to SECTION II - WHO IS financial control of you. AN INSURED:

F. BLANKET ADDITIONAL NSURED Any governmental entity that has issued a permit MORTGAGEES, ASSIGNEES, SUCCESSORS or authorization with respect to premises owned OR RECEIVERS or occupied by, or rented or loaned to, you and The following is added to SECTION II - WHO IS that you are required by any ordinance, law, AN INSURED: building code or written contract or agreement to as an additional insured on this
Any person or organization that is a mortgagee,
assignee, successor or receiver and that you Coverage Part Is an insured, but only with have agreed in a written contract or agreement respect to liability for "bodily injury". "property to include as an additional insured on this damage" or "personal and advertising injury" Coverage Part is an insured, but only with arising out of the existence, ownership, use, respect to its liability as mortgagee, assignee, maintenance, repair, construction, erection or successor or receiver for "bodily injury", "property removal of any of the following for which that damage" or "personal and advertising injury" governmental entity has issued such permit or that: authorization: advertising signs, awnings,
CG D4 67 02 19 © 2017 The Travolers Indemnity Company. All rights reserved Page 3 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

DocuSign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE

COMMERCIAL GENERAL LIABILITY
canopies, cellar entrances, coal holes, medical services", first aid or "Good driveways, manholes, marquees, hoist away Samaritan services" to a person, unless openings, sidewalk vaults, elevators, street you are in the business or occupation of banners or decorations. providing professional health care H. BLANKET ADDITIONAL INSURED services. |
-
GOVERNMENTAL ENTITIES - PERMITS OR PERMITS OR 2. The following replaces the last paragraph of AUTHORIZATIONS RELATING TO Paragraph 2.a.(1) of SECTION II - WHO IS OPERATIONS AN INSURED:

The following is added to SECTION II - WHO IS Unless you are in the business or occupation AN INSURED: of providing professional health care
services, Paragraphs (1)(a), (b). (c) and (d)
Any governmental entity that has issued a permit
above do not apply to "bodily injury" arising
authorization with respect to operations
out of providing or failing to provide:
performed by you or on your behalf and that you
are required by any ordinance, law, building code (a) "Incidental medical services" by any of or written contract or agreement to include as an your "employees" who is a nurse, nurse additional insured on this Coverage Part is an assistant, emergency medical insured, but only with respect to liability for technician, paramedic, athletic trainer, "bodily injury". "property damage" or "personal audiologist. dietician, nutritionist, and advertising injury" arising out of such occupational therapist or occupational operations. therapy assistant, physical therapist or
speech-language pathologist; or
The insurance provided to such governmental
entity does not apply to: (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer
a. Any "bodily injury". "property damage" or workers", other than an employed or "personal and advertising injury" arising out volunteer doctor. Any such "employees" operations performed or "Volunteer workers" providing or failing governmental entity; or to provide first aid or "Good Samaritan b. Any "bodily injury" or "properly damage" services" during their work hours for you included in the "products-completed will be deemed to be acting within the operations hazard. scope of their employment by you or
performing duties related to the conduct
L. BLANKET ADDITIONAL INSURED -
of your business.

GRANTORS OF FRANCHISES

3. The following replaces the last sentence of
The following is added to SECTION II - WHO IS Paragraph 5. of SECTION III - LIMITS OF AN INSURED: INSURANCE:

Any person or organization that grants a For the purposes of determining the franchise to you is an insured, but only with applicable Each Occurrence Limit, all related respect to liability for "bodily injury". "property acts or omissions committed in providing or damage" or "personal and advertising injury" failing to provide "incidental medical arising out of your operations in the franchise services", first aid or "Good Samaritan granted by that person or organization. services" to any one person will be deemed to be one "occurrence".

If a written contract or agreement exists between
you and such additional insured, the limits of 4. The following exclusion is added to !!!I Paragraph 2., Exclusions, of SECTION 1 -
insurance provided to such insured will be the
minimum limits that you agreed to provide in the COVERAGES - COVERAGE A - BODILY written contract or agreement, or the limits INJURY AND PROPERTY DAMAGE shown in the Declarations, whichever are less. LIABILITY:

Sale Of Pharmaceuticals
J. INCIDENTAL MEDICAL MALPRACTICE
"Bodily injury" or "property damage" arising

1. The following replaces Paragraph b. of the
out of the violation of a penal statute or
definition "occurrence" in the the sale of
ordinance relating to
DEFINITIONS Section: pharmaceuticals committed by, or with the b. An act or omission committed in knowledge or consent of, the insured. providing or failing to provide "incidental

Page 4 of 5 ends

Includes copyrighted material of Insurance Services Office, Ina. with ts permission.

DocuSign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE

COMMERCIAL GENERAL LIABILITY

5. The following is added to the DEFINITIONS subject to Paragraph 2.a.(1) of Section II - Section: Who Is An Insured.
"Incidental medical services" means: K. BLANKET WAIVER OF SUBROGATION a. Medical, surgical, dental, laboratory, x- The following is added to Paragraph 8., Transfer ray or nursing service or treatment. Of Rights Of Recovery Against Others To Us, advice or instruction, or the related of SECTION IV - COMMERCIAL GENERAL furnishing of food or beverages; or LIABILITY CONDITIONS:
• The tumishing or dispensing of drugs
I the insured has agreed in a contract or
edical, dental. or surgical supplies d
agreement to waive that insured's right of
appliances.
recovery against any person or organization, we

6. The following is added to Paragraph 4.b., waive our right of recovery against such person Excess Insurance. of SECTION IV -
COMMERCIAL GENERAL LIABILITY or organization, but only for payments we make because of:

CONDITIONS:

This insurance is excess over any valid and a. "Bodily injury" or "property damage" that collectible other insurance, whether primary, occurs; or excess, contingent or on any other basis, Personal and advertising injury caused t that is available to any of your "employees"
n ollense that is committe
for "bodily injury" that arises out of providing
or failing to provide "incidental medical subsequent to the execution of the contract or services" to any person to the extent not agreement.

DocuSign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE

COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BUSINESS AUTO EXTENSION ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.

A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF

USE - INCREASED LIMIT
B. BLANKET ADDITIONAL INSURED

I PHYSICAL DAMAGE - TRANSPORTATION
C. EMPLOYEE HIRED AUTO

EXPENSES - INCREASED LIMIT
D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY
E. SUPPLEMENTARY PAYMENTS - INCREASED K. AIRBAGS
LIMITS
L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
F. HIRED AUTO - LIMITED WORLDWIDE COV- LOSS
ERAGE - INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE - GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS

PROVISIONS
A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that person or organization qualifies as an "insured"
The following is added to Paragraph A.1., Who Is under the Who Is An Insured provision contained An Insured, of SECTION II - COVERED AUTOS in Section II.

LIABILITY COVERAGE:

C. EMPLOYEE HIRED AUTO
Any organization you newly acquire or form dur-
ing the policy period over which you maintain 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II - COV-
50% or more ownership interest and that is not
ERED AUTOS LIABILITY COVERAGE:
separately insured for Business Auto Coverage.

Coverage under this provision is afforded only un- An "employee" of yours is an "insured" while til the 180th day after you acquire or form the or- operating an "auto" hired or rented under a ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is earlier. name, with your permission, while performing duties related to the conduct of your busi-
B. BLANKET ADDITIONAL INSURED ness.

The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in B.5., Who Is An Insured, of SECTION II - COVERED Other Insurance, of SECTION IV - BUSI AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS:

Any person or organization who is required under b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and ered "autos" you own:
executed by you before the "bodily injury" or (1) Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow; and during the policy period, to be named as an addi-
tional insured is an "insured" for Covered Autos (2) Any covered "auto" hired or rented by your "employee" under a contract in
Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

DocuSign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE

COMMERCIAL AUTO
permission, while performing duties (a) With respect to any claim made or "suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions
However, any "auto" that is leased, hired, of the United States of America, Puerto rented or borrowed with a driver is not a Rico and Canada:
covered "auto". (i) You must arrange to defend the "in- sured" against, and investigate or set-
D. EMPLOYEES AS INSURED
te any such claim or "suit" and keep
The following is added to Paragraph A.1., Who Is us advised of all proceedings and ac- An Insured, of SECTION II - COVERED AUTOS tions.

LIABILITY COVERAGE:

Any "employee" of yours is an "insured" while us- (ii) Neither you nor any other involved ing a covered "auto" you don't own, hire or borrow "insured" will make any settlement without our consent.
in your business or your personal affairs.

E. SUPPLEMENTARY PAYMENTS - INCREASED (iii) We may, at our discretion, participate in defending the "insured" against, or
LIMITS
in the settlement of, any claim or

1. The following replaces Paragraph A.2.a.(2). "suit".
of SECTION II - COVERED AUTOS LIABIL-
(iv) We will reimburse the "insured" for
ITY COVERAGE: sums that the "insured" legally must
(2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily cluding bonds for related traffic law viola- injury" or "property damage" to which tions) required because of an "accident" this insurance applies, that the "in- we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para-

2. The following replaces Paragraph A.2.a.(4), graph C., Limits Of Insurance, of

SECTION II - COVERED AUTOS
of SECTION II - COVERED AUTOS LIABIL-
LIABILITY COVERAGE.

ITY COVERAGE:
(4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for the reasonable expenses incurred
"insured' at our request, including actual
loss of earnings up to $500 a day be- with our consent for your investiga- cause of time off from work. tion of such claims and your defense of the "insured against any such
F. HIRED AUTO - LIMITED WORLDWIDE COV- "suit", but only up to and included ERAGE - INDEMNITY BASIS within the limit described in Para- The following replaces Subparagraph (5) in Para- graph C.. Limits Of Insurance, of graph B.7., Policy Period, Coverage Territory, SECTION II - COVERED AUTOS of SECTION IV - BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to
make such payments ends when we
(5) Anywhere in the world, except any country or have used up the applicable limit of jurisdiction while any trade sanction, em- insurance in payments for damages, bargo, or similar regulation imposed by the settlements or defense expenses.

United States of America applies to and pro-
hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured" whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less (c) This insurance is not a substitute for re- and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your "employees". country outside the United States, its ter- partners (if you are a partnership), members ritories and possessions, Puerto Rico and (if you are a limited liability company) or Canada.
members of their households.

Page 2 of 4 ends

Includes copyrighted material of Insurance Services Office, Inc. with its permission.

DocuSign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE

COMMERCIAL AUTO
You agree to maintain all required or (2) In or on your covered "auto". compulsory insurance in any such coun- This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered "auto". local law. Your failure to comply with
compulsory insurance requirements will No deductibles apply to this Personal Property not invalidate the coverage afforded by coverage.
this policy, but we will only be liable to the K. AIRBAGS same extent we would have been liable
The following is added to Paragraph B.3., Exclu-
had you complied with the compulsory in- sions, of SECTION III - PHYSICAL DAMAGE surance requirements. COVERAGE:
(d) It is understood that we are not an admit- Exclusion 3.a. does not apply to "loss" to one or ted or authorized insurer outside the more airbags in a covered "auto" you own that in- United States of America, its territories flate due to a cause other than a cause of "loss" and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and A.1.c., but ada. We assume no responsibility for the only:
fumishing of certificates of insurance, or If that "auto" is a covered "auto" for Compre- for compliance in any way with the laws hensive Coverage under this policy:
of other countries relating to insurance.
b. The airbags are not covered under any war-
G. WAIVER OF DEDUCTIBLE - GLASS ranty: and
The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated. ble, of SECTION III - PHYSICAL DAMAGE We will pay up to a maximum of $1,000 for any COVERAGE: one "loss".

No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than
LOSS
replaced
The following is added to Paragraph A.2.a., of
H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF SECTION IV - BUSINESS AUTO CONDITIONS:

USE - INCREASED LIMIT
Your duty to give us or our authorized representa-
The following replaces the last sentence of Para- tive prompt notice of the "accident" or "loss" ap- graph A.4.b., Loss Of Use Expenses, of SEC- plies only when the "accident" or "loss" is known TION III - PHYSICAL DAMAGE COVERAGE: to:

However, the most we will pay for any expenses (a) You (if you are an individual); for loss of use is $65 per day, to a maximum of (b) A partner (if you are a partnership):
$750 for any one "accident".
(c) A member (if you are a limited liability com-
L. PHYSICAL DAMAGE - TRANSPORTATION pany):

EXPENSES - INCREASED LIMIT (d) An executive officer, director or insurance The following replaces the first sentence in Para- manager (if you are a corporation or other or- graph A.4.a., Transportation Expenses, of ganization); or SECTION III - PHYSICAL DAMAGE COVER- (e) Any "employee" authorized by you to give no- AGE: tice of the "accident" or "loss".

We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.5., Transfer curred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us. ered "auto" of the private passenger type.
of SECTION IV - BUSINESS AUTO CONDI-
J. PERSONAL PROPERTY TIONS:

The following is added to Paragraph A.4., Cover- 5. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III - PHYSICAL Others To Us
DAMAGE COVERAGE: We waive any right of recovery we may have against any person or organization to the ex-
Personal Property tent required of you by a written contract We will pay up to $400 for "loss" to wearing ap- signed and executed prior to any "accident" parel and other personal property which is: or "loss", provided that the "accident" or "loss" (1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 02 15 © 2015 The Travelars Indemnity Company. All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

DocuSign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE

COMMERCIAL AUTO
such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of calment, Misrepresentation, Or Fraud, of cancellation or non-renewal.

SECTION IV - BUSINESS AUTO CONDITIONS:

Page 4 of 4 ends

Includes copyrighted material of insurance Services Office, Inc. with its permission.

Docusign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE

TRAVELERSJ WORKERS COMPENSATION
AND

ONE TOWER SQUARE EMPLOVERS LIABILITY POLICY
HARTPORD CT 06183
ENDORSEMENT WC 99 03 76 ( A) - 001
POLICY NUMBER: UB-5J697908-19-43-G

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS

ENDORSEMENT - CALIFORNIA
(BLANKET WAIVER)
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.

The additional premium for this endorsement shall be 2.00 % of the California workers' compensation pre- mium.

Schedule
Person or Organization Job Description

ANY PERSON OR ORGANIZATION POR OFFICES OF LAWYERS

WHICH THE INSURED HAS AGREED

BY WRITTEN CONTRACT EXECUTED

PRIOR TO LOSS TO FURNISH THIS
WAIVER.

INCLUDING:

OFPICERS AND EMPLOYEES AND THE

CITY OP LOS ANGELES WORLD

AIRPORTS ITS BOARD AND ALL OP

ITS OPPICERS, EMPLOYEES AND
AGENTS PO BOX 92216 LOS
ANGELES, CA 90009 AND CITY OF

LOS ANGELES HOUSING AUTHORITY

OP THE CITY OF LOS ANGELES
2600 WILSHIRE BLVD. GENERAL
SERVICES DEPT. LOS ANGELES, CA
90057
State dorsement changes the poly to which it is attached and is effective on the date issued unless otherwise the internation below is required only when this endorsement is issued subsequent to preparation of Endorsement Effective Policy No. Endorsement No.

Insured Premium
Insurance Company Countersigned by.

DATE OF ISSUE: 08-27-20 ST ASSIGN: Page 1 of 1
Docusign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE

UMBRELLA
POLICY NUMBER: PSM-CUP -4169L563-TIL-10 ISSUE DATE: 10-11-10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US
This endorsement modifies insurance provided under the following:

COMMERCIAL EXCESS LIABILITY (UMBRELLA) INSURANCE

SCHEDULE
Name of Person(s) or Organization(s):

SEE CG T8 00
We waive any rights of recovery we may have agains! c. "Your work" or "your products" within the "prod any person(s) or organization(s) shown in the Sched- ucts-completed operations hazard": or ule above because of payments we make for "bodily d. The "auto hazard". injury. "property damage", "personal injury" or "adver- We waive these rights only where you have agreed to
tising injury arising out of
do so as part of a written contract or agreement en-
. Premises owned by you, temporarily occupied by tered into by you before, and in effect when, the "bod- rou with permission of the owner. or leased o
ily injury" or "property damage" occurs, or the "per-
rented to you; sonal injury offense or "advertising injury" offense is Ongoing operations performed by you, or on your committed. behalf, under a contract or agreement with that The waiver applies only to the person(s) or organiza- person or organization; tion(s) shown in the Schedule above.

UM 04 69 04 08 © 2008 The Travelers Companies, Inc. Page 1 of 1 0029:0
Docusign Envelope ID: 26FC5620-F1AD-4D99-8D92-20B969FB58DE

COMMERCIAL GENERAL LIABILITY
POLICY NUMBER: PSM-CUP -41 69L563-TIL-10 ISSUE DATE: 10-11-10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following:

CONMERCIAL EXCESS LIABILITY (UMBRELLA) INSURANCE

ANY PERSON OR ORGANIZATION WITH WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT OR

AGREEMENT TO WAIVE YDUR RIGHT OF RECOVERY, BUT ONLY FOR PAYMENTS WE MAKE BECAUSE OF :
2 PERSON ARREN THAT CAUSE AN OFFENSE COME TTED:

AFTER YOU HAVE EXECUTED THAT CONTRACT OR AGREEMENT.

PRODUCER: THE HARRY A KOCH CO OFFICE: OMAHA 155
CG T8 00 Page 1 of 1

Fort Bragg City CouncilJanuary 24, 2022

Fort Bragg City Council
January 24, 2022