Agenda packet, first session — Malibu City Council, November 24, 2025 (part 9 of 10)

City’s Right to Revise Specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days’ advance written notice of such change. If such a change results in substantial additional costs to the Consultant, the City and Consultant may renegotiate the Consultant’s compensation.

Self-Insured Retentions. Any self-insured retentions must be declared to and approved by the City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible, or require proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention through confirmation from the underwriter.

Timely Notice Of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.

Additional Insurance. The consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

Agreement for Professional Services
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EXHIBIT D

FEDERAL CONTRACT PROVISIONS
During the performance of this Agreement, Consultant shall comply with all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives including but not limited to the federal contract provisions in this Exhibit. All citations are hereby incorporated by referenced into the Agreement.

1. REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 – CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.327)
(a) Appendix II to Part 200 (A); Appendix II to Part 200 (B): Remedies for Breach; Termination for Cause/Convenience. The Agreement includes provisions for both remedies for breach and termination.
(b) Appendix II to Part 200 (D) – Davis-Bacon Act; Copeland Act: Not applicable. (c) Appendix II to Part 200 (E) – Contract Work Hours and Safety Standards Act:
(i) If this Agreement is in excess of $100,000 and involves the employment of mechanics or laborers, Consultant shall comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. Part 5). Under 40 U.S.C. 3702, each Consultant must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
(ii) Overtime Requirements. No Consultant or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (iii) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (ii) of this section the Consultant and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such Consultant and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set Agreement for Professional Services
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forth in paragraph (ii) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (ii) of this section.
(iv) Withholding for unpaid wages and liquidated damages. The City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Consultant or subcontractor under any such contract or any other Federal contract with the same prime Consultant, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime Consultant, such sums as may be determined to be necessary to satisfy any liabilities of such Consultant or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (iii) of this section.
(v) Subcontracts. The Consultant or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (ii) through (v) of this Section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Consultant shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (ii) through (v) of this Section. (d) Appendix II to Part 200 (F) – Rights to Inventions Made Under a Contract or Agreement:
(i) If the Federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the non-Federal entity wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the non-Federal entity must comply with the requirements of 37 C.F.R. Part 401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements), and any implementing regulations issued by the City. (ii) The regulation at 37 C.F.R. § 401.2(a) currently defines “funding agreement” as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any Consultant for the performance of experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, substitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph. (iii) This requirement does not apply to the Public Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and Federal Assistance to Individuals and Households – Other Needs Assistance Grant Program, as FEMA awards under these programs do not meet the definition of “funding agreement.” Agreement for Professional Services
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(e) Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act: If this Agreement is in excess of $150,000, Consultant shall comply with all applicable standards, orders, or requirements issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). (i) Pursuant to the Clean Air Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000. (ii) Pursuant to the Federal Water Pollution Control Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000.
(f) Appendix II to Part 200 (H) – Debarment and Suspension: A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 C.F.R. part 1986 Comp., p. 189) and 12689 (3 C.F.R. part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. (i) This Agreement is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such Consultant is required to verify that none of the Consultant, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (ii) Consultant must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.
(iii) This certification is a material representation of fact relied upon by City. If it is later determined that Consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (iv) Consultant warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. Consultant also agrees to verify that all subcontractors performing work under this Agreement are not debarred, disqualified, or otherwise prohibited from participation in accordance with the requirements above. Consultant further agrees to notify the City in writing immediately if Consultant or its Agreement for Professional Services
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subcontractors are not in compliance during the term of this Agreement. (g) Appendix II to Part 200 (I) – Byrd Anti-Lobbying Act: If this Agreement is in excess of $100,000, Consultant shall have submitted and filed the required certification pursuant to the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1353). If at any time during the contract term funding exceeds $100,000.00, Consultant shall file with the City the Federal Standard Form LLL titled “Disclosure Form to Report Lobbying.” Vendors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency.

Required Certification. If applicable, contractors must sign and submit to the City the following certification.

APPENDIX A, 44 C.F.R. PART 18 – CERTIFICATION REGARDING LOBBYING Non-Lobbying Certification for Federal Aid Contracts
The undersigned certifies, to the best of his or her knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative 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 Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard FormLLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. 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 section 1352, title 31, U.S. Code. Any Agreement for Professional Services
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person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

The Contractor,______________________________ , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any.

In addition, the Contractor understands and agrees that the provisions of 31 U.S.C.

Chap. 38, Administrative Remedies for False Claims and Statements, apply to this certification and disclosure, if any.
(h) Appendix II to Part 200 (J) – §200.323 Procurement of Recovered Materials:
(i) Consultant shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement. (ii) Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency. (iii) Information about this requirement, along with the list of EPA-designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. (iv) The Consultant also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.” (i) Appendix II to Part 200 (K) – §200.216 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment:
(i) Consultant shall not contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system funded under this Contract. As described in Public Law 115–232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (1) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities).

Agreement for Professional Services
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(2) Telecommunications or video surveillance services provided by such entities or using such equipment.
(3) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.
(ii) See Public Law 115-232, section 889 for additional information. (j) Appendix II to Part 200 (L) – §200.322 Domestic Preferences for Procurement:
(i) Consultant shall, to the greatest extent practicable, purchase, acquire, or use goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subcontracts
(ii) For purposes of this section:
(1) “Produced in the United States’’ means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.
(2) ‘‘Manufactured products’’ means items and construction materials composed in whole or in part of nonferrous metals such as aluminum; plastics and polymerbased products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.

2. CONTRACTING WITH SMALL AND MINORITY FIRMS, WOMEN’S
BUSINESS ENTERPRISE AND LABOR SURPLUS AREA FIRMS (2 C.F.R. § 200.321) (a) Consultant shall be subject to 2 C.F.R. § 200.321 and will take affirmative steps to assure that minority firms, women’s business enterprises, and labor surplus area firms are used when possible and will not be discriminated against on the grounds of race, color, religious creed, sex, or national origin in consideration for an award. (b) Affirmative steps shall include:
(i) Placing qualified small and minority businesses and women's business enterprises on solicitation lists;
(ii) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; (iii) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and Agreement for Professional Services
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women's business enterprises;
(iv) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women's business enterprises; and (v) Using the services/assistance of the Small Business Administration (SBA), and the Minority Business Development Agency (MBDA) of the Department of Commerce.

Consultant shall submit evidence of compliance with the foregoing affirmative steps when requested by City.

3. ACCESS TO RECORDS & RECORD RETENTION
(a) Access to Records. The following access to records requirements apply to this Agreement:
(i) The Consultant agrees to provide the State, City, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Consultant which are directly pertinent to this Agreement for the purposes of making audits, examinations, excerpts, and transcriptions.
(ii) The Consultant agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (iii) The Consultant agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under the Agreement.
(iv) In compliance with the Disaster Recovery Act of 2018, the City and the Consultant acknowledge and agree that no language in this Agreement is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States.

4. MISCELLANEOUS PROVISIONS
(a) The Consultant shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA preapproval. (b) This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of this Agreement. The Consultant will comply with all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. (c) Consultant acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements) applies to the Consultant’s actions pertaining to this Agreement.

Agreement for Professional Services
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(d) The Federal Government is not a party to this Agreement and is not subject to any obligations or liabilities to the City, Consultant, any subcontractors or any other party pertaining to any matter resulting from the Agreement.
(e) Build America, Buy America Act (BABAA). Consultants and their subcontractors who apply or bid for an award for an infrastructure project subject to the domestic preference requirement in the Build America, Buy America Act shall file the required certification to the City with each bid or offer for an infrastructure project, unless a domestic preference requirement is waived by FEMA. Consultants and subcontractors certify that no federal financial assistance funding for infrastructure projects will be provided unless all the iron, steel, manufactured projects, and construction materials used in the project are produced in the United States. BABAA, Pub. L. No. 117-58, §§ 70901-52. Consultants and subcontractors shall also disclose any use of federal financial assistance for infrastructure projects that does not ensure compliance with BABAA domestic preference requirements. Such disclosures shall be forwarded to the recipient who, in turn, will forward the disclosures to FEMA, the federal agency; subrecipients will forward disclosures to the pass-through entity, who will, in turn, forward the disclosures to FEMA.

The ACORD name and logo are registered marks of ACORD

CERTIFICATE HOLDER
© 1988-2014 ACORD CORPORATION. All rights reserved.

ACORD 25 (2014/01)

AUTHORIZED REPRESENTATIVE

CANCELLATION

DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE
JECT LOC PRO- POLICY GEN'L AGGREGATE LIMIT APPLIES PER:

CLAIMS-MADE OCCUR

COMMERCIAL GENERAL LIABILITY
PREMISES (Ea occurrence) $ DAMAGE TO RENTED
EACH OCCURRENCE $
MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GENERAL AGGREGATE $
PRODUCTS - COMP/OP AGG $
DED RETENTION $ CLAIMS-MADE OCCUR
$ AGGREGATE $ UMBRELLA LIAB EACH OCCURRENCE $ EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR

LTR TYPE OF INSURANCE POLICY NUMBER

POLICY EFF
(MM/DD/YYYY) POLICY EXP(MM/DD/YYYY) LIMITS
PER

STATUTE OTH- ER
E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
$
$
$

ANY PROPRIETOR/PARTNER/EXECUTIVE
If yes, describe under DESCRIPTION OF OPERATIONS below
(Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY Y / N

AUTOMOBILE LIABILITY ANY AUTO

ALL OWNED SCHEDULED

HIRED AUTOS NON-OWNED

AUTOS AUTOS
AUTOS
COMBINED SINGLE LIMIT BODILY INJURY (Per person)
BODILY INJURY (Per accident) PROPERTY DAMAGE $$
$
$

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.

INSD

ADDL WVDSUBR
N / A
$
$
(Ea accident)
(Per accident)
OTHER:

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 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).

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

INSURED
PHONE
(A/C, No, Ext): PRODUCER
ADDRESS: E-MAIL
FAX
(A/C, No): CONTACT NAME:

NAIC #
INSURER A :

INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

INSURER(S) AFFORDING COVERAGE

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
11/18/2025
Cavignac
451 A Street, Suite 1800
San Diego CA 92101
Certificate Department 619-234-6848 619-234-8601 [email protected] XL Specialty Company 37885 MOFF&NI-01 Moffatt & Nichol
4225 E Conant Street
Long Beach, CA 90808
282918615
A Professional Liability DPR5036452 11/22/2024 11/22/2025 Each Claim Aggregate
$1,000,000
$1,000,000
RE: P250164 Contract for Coastal Engineering Services - City of Malibu. Professional Liability - Claims made form, defense costs included within limit.

City of Malibu
23825 Stuart Ranch Road
Malibu CA 90265-4861
This endorsement, effective 12:01 a.m., 11/22/2024 forms a part of Policy No. DPR5036452
Issued to Moffatt & Nichol
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 11/07/2024 5:57:23 PM
© 2020 X.L. America, Inc. All Rights Reserved.

May not be copied without permission.

The ACORD name and logo are registered marks of ACORD

CERTIFICATE HOLDER
© 1988-2014 ACORD CORPORATION. All rights reserved.

ACORD 25 (2014/01)

AUTHORIZED REPRESENTATIVE

CANCELLATION

DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE
JECT LOC PRO- POLICY GEN'L AGGREGATE LIMIT APPLIES PER:

CLAIMS-MADE OCCUR

LTR TYPE OF INSURANCE POLICY NUMBER

POLICY EFF
(MM/DD/YYYY) POLICY EXP(MM/DD/YYYY) LIMITS
PER

STATUTE OTH- ER
E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
$
$
$

ANY PROPRIETOR/PARTNER/EXECUTIVE
If yes, describe under DESCRIPTION OF OPERATIONS below
(Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY Y / N

AUTOMOBILE LIABILITY ANY AUTO

ALL OWNED SCHEDULED

HIRED AUTOS NON-OWNED

AUTOS AUTOS
AUTOS
COMBINED SINGLE LIMIT BODILY INJURY (Per person)
BODILY INJURY (Per accident) PROPERTY DAMAGE $$
$
$

INSD

ADDL WVDSUBR
N / A
$
$
(Ea accident)
(Per accident)
OTHER:

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

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

INSURED
PHONE
(A/C, No, Ext): PRODUCER
ADDRESS: E-MAIL
FAX
(A/C, No): CONTACT NAME:

NAIC #
INSURER A :

INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

INSURER(S) AFFORDING COVERAGE

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
11/18/2025
Cavignac
451 A Street, Suite 1800
San Diego CA 92101
Certificate Department 619-234-6848 619-234-8601 [email protected] Underwriters at Lloyds London 85202 MOFF&NI-01 Moffatt & Nichol
4225 E Conant Street
Long Beach, CA 90808
1001322757
A Professional Liability B0572MR25ADLW 11/22/2025 11/22/2026 Each Claim Aggregate
$1,000,000
$1,000,000
RE: P250164 Contract for Coastal Engineering Services - City of Malibu. Professional Liability - Claims made form, defense costs included within limit.

City of Malibu
23825 Stuart Ranch Road
Malibu CA 90265-4861

AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement is made and entered into as of November 24, 2025 by and between the City of Malibu, a municipal corporation (hereinafter referred to as the "City"), and NV5, Inc., a California corporation (hereinafter referred to as "Consultant").

The City and the Consultant agree as follows:

R E C I T A L S
A. The City does not have the personnel able and/or available to perform the services required under this Agreement.

B. The Parties desire to contract out for consulting services for certain projects relating to engineering geology and geotechnical engineering review services and environmental programs including stormwater management, water quality compliance, and spill response in response in response to the City’s recovery efforts.

C. On January 8, 2025, the President of the United States issued a Presidential Major Disaster Declaration, making funding available to local governments on a cost-sharing basis for debris removal and emergency protective measures (including direct Federal assistance) to supplement recovery efforts (“Recovery Efforts”) in the areas affected by wildfires and straightline winds in the greater Los Angeles area, including the Palisades Fire (“Impacted Areas”); and D. California Governor Gavin Newsom issued directives (Executive Order N-2-25 of January 8, 2025; and Executive Order N-5-25 of January 12, 2025) to expedite the Recovery Efforts in the Impacted Areas; and
E. City is located directly within the burn area of the Palisades Fire; and F. The Consultant warrants to the City that it has the qualifications, experience and facilities to perform properly and timely the services under this Agreement.

G. The City desires to contract with the Consultant to perform the services as described in Exhibit A of this Agreement.

NOW, THEREFORE, the City and the Consultant agree as follows:

1.0 SCOPE OF THE CONSULTANT’S SERVICES. The Consultant agrees to provide the services and perform the tasks set forth in the Scope of Work, attached to and made part of this Agreement, except that, to the extent that any provision in Exhibit A conflicts with this Agreement, the provisions of this Agreement govern. The Scope of Work may be amended from time to time by way of a written directive from the City.

2.0 TERM OF AGREEMENT. This Agreement will become effective on November 24, 2025, and will remain in effect for a period of four (4) years from said date unless otherwise expressly extended and agreed to by both parties or terminated by either party as Attachment 14
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provided herein.

3.0 CITY AGENT. The City Manager, or his or her designee, for the purposes of this Agreement, is the agent for the City; whenever approval or authorization is required, Consultant understands that the City Manager, or his or her designee, has the authority to provide that approval or authorization.

4.0 COMPENSATION FOR SERVICES. The City shall pay the Consultant for its professional services rendered and costs incurred pursuant to this Agreement in accordance with Exhibit A, Scope of Work and Exhibit B, Compensation Schedule. No additional compensation shall be paid for any other expenses incurred, unless first approved by the City Manager, or his or her designee.

4.1 The Consultant shall submit to the City, by no later than the 10th day of each month, its bill for services itemizing the fees and costs incurred during the previous month.

The City shall pay the Consultant all uncontested amounts set forth in the Consultant's bill within 30 days after it is received.

5.0 CONFLICT OF INTEREST. The Consultant represents that it presently has no interest and shall not acquire any interest, direct or indirect, in any real property located in the City which may be affected by the services to be performed by the Consultant under this Agreement. The Consultant further represents that in performance of this Agreement, no person having any such interest shall be employed by it.

5.1 The Consultant represents that no City employee or official has a material financial interest in the Consultant’s business. During the term of this Agreement and/or as a result of being awarded this contract, the Consultant shall not offer, encourage or accept any financial interest in the Consultant’s business by any City employee or official.

5.2 If a portion of the Consultant’s services called for under this Agreement shall ultimately be paid for by reimbursement from and through an agreement with a developer of any land within the City or with a City franchisee, the Consultant warrants that it has not performed any work for such developer/franchisee within the last 12 months, and shall not negotiate, offer or accept any contract or request to perform services for that identified developer/franchisee during the term of this Agreement.

6.0 GENERAL TERMS AND CONDITIONS.

6.1 Termination. Either the City Manager or the Consultant may terminate this Agreement, without cause, by giving the other party ten (10) days written notice of such termination and the effective date thereof.

6.1.1 In the event of such termination, all finished or unfinished documents, reports, photographs, films, charts, data, studies, surveys, drawings, models, maps, or other documentation prepared by or in the possession of the Consultant under this Agreement shall be returned to the City. If the City terminates this Agreement without cause, the Consultant shall prepare and shall be entitled to receive compensation pursuant to a close-out bill for Agreement for Professional Services
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services rendered and fees incurred pursuant to this Agreement through the notice of termination.

If the Consultant terminates this Agreement without cause, the Consultant shall be paid only for those services completed in a manner satisfactory to the City.

6.1.2 If the Consultant or the City fail to fulfill in a timely and proper manner its obligations under this Agreement, or if the Consultant or the City violate any of the covenants, agreements, or stipulations of this Agreement, the Consultant or the City shall have the right to terminate this Agreement by giving written notice to the other party of such termination and specifying the effective date of such termination. The Consultant shall be entitled to receive compensation in accordance with the terms of this Agreement for any work satisfactorily completed hereunder. Notwithstanding the foregoing, the Consultants shall not be relieved of liability for damage sustained by virtue of any breach of this Agreement and any payments due under this Agreement may be withheld to off-set anticipated damages.

6.2 Non-Assignability. The Consultant shall not assign or transfer any interest in this Agreement without the express prior written consent of the City.

6.3 Non-Discrimination. The Consultant shall not discriminate as to race, creed, gender, color, national origin, or sexual orientation in the performance of its services and duties pursuant to this Agreement, and will comply with all applicable laws, ordinances and codes of the Federal, State, County and City governments.

6.4 Insurance. The Consultant shall submit to the City certificates indicating compliance with the following minimum insurance requirements no less than one (1) day prior to beginning of performance under this Agreement. Consultant further agrees to comply with all provisions in the attached Exhibit C which is incorporated herein.

6.5 Indemnification.
a. To the fullest extent permitted by law, Consultant shall indemnify and hold harmless City and any and all of its officials, employees, agents, and/or volunteers (“Indemnified Parties”) from and against any and all losses, liabilities, damages, costs, and expenses, including attorney’s fees and costs, caused in whole or in part by the negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any agency or individual that Consultant shall bear the legal liability thereof) in the performance of services under this Agreement. Consultant’s duty to indemnify and hold harmless City shall not extend to the City’s sole or active negligence or willful misconduct. b. The following provisions apply only to performance of design professional services:

If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional (as that term is defined under Civil Code section 2782.8), then, Consultant shall indemnify, defend, and hold harmless the Indemnified Parties from and against any and all claims, losses, liabilities, damages, costs, and expenses, including attorney’s fees and costs, to the extent they arise out of, pertain to or relate to the negligence, recklessness, or willful misconduct of the Consultant.

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Consultant’s duty to defend shall consist of reimbursement of defense costs incurred by City in direct proportion to the Consultant’s proportionate percentage of fault.

Consultant’s percentage of fault, for both indemnity and defense, shall be determined, as applicable, by a court of law, jury, or arbitrator. In the event any loss, liability, or damage is incurred by way of settlement or resolution without a court, jury or arbitrator having made a determination of the Consultant’s percentage of fault, and the parties cannot mutually agree on Consultant’s percentage of fault, the parties agree to mediation with a neutral thirdparty to determine the Consultant’s proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost reimbursement owed to the City.

6.5.1. Duty to Defend. In the event the Indemnified Parties, individually or collectively, are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this Agreement, and upon demand by City, Consultant shall defend the Indemnified Parties at Consultant’s cost or at City’s option, to reimburse City for its costs of defense, including reasonable attorney’s fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by Consultant’s negligent acts, errors or omissions. Payment by City is not a condition precedent to enforcement of this provision. In the event of any dispute between Consultant and City, as to whether liability arises from the sole or active negligence or willful misconduct of the City or its officers, employees, or agents, Consultant will be obligated to pay for City’s defense until such time as a final judgment has been entered adjudicating the Indemnified Parties as solely or actively negligent or to have acted with willful misconduct. Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees, and costs of litigation.

6.6 Compliance with Applicable Law. The Consultant and the City shall comply with all applicable laws, ordinances, and codes of the federal, state, county, and city governments, including, without limitation, Malibu Municipal Code Chapter 5.36 Minimum Wage.

6.7 Independent Contractor. This Agreement is by and between the City and the Consultant and is not intended, and shall not be construed, to create the relationship of agency, servant, employee, partnership, joint venture, or association, as between the City and the Consultant.

6.7.1. The Consultant shall be an independent contractor and shall have no power to incur any debt or obligation for or on behalf of the City. Neither the City nor any of its officers or employees shall have any control over the conduct of the Consultant, or any of the Consultant’s employees, except as herein set forth, and the Consultant expressly warrants not to, at any time or in any manner, represent that it, or any of its agents, servants or employees are in any manner employees of the City, it being distinctly understood that the Consultant is and shall at all times remain to the City a wholly independent contractor and the Consultant's obligations to the City are solely such as are prescribed by this Agreement.

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6.8 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of the Consultant.

6.9 California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If the services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all applicable subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.

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6.10 Legal Construction.
a. This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced, and governed under the laws of the State of California.
b. This Agreement shall be construed without regard to the identity of the persons who drafted its various provisions. Each and every provision of this Agreement shall be construed as though each of the parties participated equally in the drafting of same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement.
c. The article and section, captions and headings herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction.
d. Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural.

6.11 Counterparts. This Agreement may be executed in counterparts and as so executed shall constitute an agreement which shall be binding upon all parties hereto.

6.12 Final Payment Acceptance Constitutes Release. The acceptance by the Consultant of the final payment made under this Agreement shall operate as and be a release of the City from all claims and liabilities for compensation to the Consultant for anything done, furnished or relating to the Consultant’s work or services. Acceptance of payment shall be any negotiation of the City’s check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check. However, approval or payment by the City shall not constitute, nor be deemed, a release of the responsibility and liability of the Consultant, its employees, sub-consultants and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by the City for any defect or error in the work prepared by the Consultant, its employees, sub-consultants and agents.

6.13 Corrections. In addition to the above indemnification obligations, the Consultant shall correct, at its expense, all errors in the work which may be disclosed during the City’s review of the Consultant’s report or plans. Should the Consultant fail to make such correction in a reasonably timely manner, such correction shall be made by the City, and the cost thereof shall be charged to the Consultant.

6.14 Files. All files of the Consultant pertaining to the City shall be and remain the property of the City. The Consultant will control the physical location of such files during the term of this Agreement and shall be entitled to retain copies of such files upon termination of this Agreement.

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6.15 Waiver; Remedies Cumulative. Failure by a party to insist upon the performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.

6.16 Mitigation of Damages. In all such situations arising out of this Agreement, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.

6.17 Partial Invalidity. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

6.18 Attorneys' Fees. The parties hereto acknowledge and agree that each will bear his/her or its own costs, expenses and attorneys' fees arising out of and/or connected with the negotiation, drafting and execution of the Agreement, and all matters arising out of or connected therewith except that, in the event any action is brought by any party hereto to enforce this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees and costs in addition to all other relief to which that party or those parties may be entitled.

6.19 Entire Agreement. This Agreement constitutes the whole agreement between the City and the Consultant, and neither party has made any representations to the other except as expressly contained herein. Neither party, in executing or performing this Agreement, is relying upon any statement or information not contained in this Agreement. Any changes or modifications to this Agreement must be made in writing appropriately executed by both the City and the Consultant.

6.20 Notices. Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:

CITY: Candace Bond CONSULTANT: Jeffrey M. Cooper
Interim City Manager EVP, Chief Operating Officer
City of Malibu NV5, Inc.
23825 Stuart Ranch Road 133 Technology Dr., Ste. 200
Malibu, CA 90265-4861 Irvine, CA 92618
TEL (310) 456-2489 x 226 TEL (949) 585-0477
FAX (310) 456-2760
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6.21 Warranty of Authorized Signatories and Acceptance of Facsimile or Electronic Signatures. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the party for whom he or she purports to sign. The Parties agree that this Contract, agreements ancillary to this Contract, and related documents to be entered into in connection with this Contract will be considered signed when the signature of a party is delivered physically or by facsimile transmission or scanned and delivered via electronic mail. Such facsimile or electronic mail copies will be treated in all respects as having the same effect as an original signature.

7.0 FEMA AND CALOES FUNDING REQUIREMENTS.

7.1 FEMA Requirements. Federal Emergency Management Agency (“FEMA”) financial assistance will be used to fund all or a portion of the Agreement. The Consultant shall comply with all federal laws, regulations, executive orders, FEMA policies, procedures and directives including, but not limited to, the following:

7.1.1. 2 C.F.R. Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which is expressly incorporated herein by reference.

7.1.2. Federal Contract Provisions attached hereto as Exhibit D and incorporated herein by reference.

Federal Contract Provisions are based upon the Contract Provision Guide – Navigating Appendix II to Part 200-Contract Provisions for Non-Federal Entity Contract Under Federal Awards, Version 2 – released by FEMA’s Procurement Under Grants Division, Effective October 1, 2024 (FI-207-21-0001) and the provisions of 2 C.F.R. 200 that are in place as of the date this Amendment is signed.

7.1.3. Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in the Agreement, including but not limited to, 2 C.F.R. Part 200 and the Federal Contract Provisions. With respect to any conflict between such federal requirements and the terms of the Agreement and/or the provisions of state law and except as otherwise required under federal law or regulation, the more stringent requirement shall control.

7.2. CalOES Requirements. FEMA Hazard Mitigation Grant program funding will be provided through California Office of Emergency Management Services (“CalOES”) to fund all or a portion of the Agreement. The Consultant shall comply with all state laws, regulations, CalOES policies, procedures, and directives for the Hazard Mitigation Grant program.

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8.0 GENERAL TERMS AND CONDITIONS. (City and Consultant initials required at EITHER 8.1 or 8.2)

8.1 Disclosure Required. By their respective initials next to this paragraph, City and Consultant hereby acknowledge that Consultant is a “consultant” for the purposes of the California Political Reform Act because Consultant’s duties would require him or her to make one or more of the governmental decisions set forth in Fair Political Practices Commission Regulation 18700.3(a) or otherwise serves in a staff capacity for which disclosure would otherwise be required were Consultant employed by the City. Consultant hereby acknowledges his or her assuming-office, annual, and leaving-office financial reporting obligations under the California Political Reform Act and the City’s Conflict of Interest Code and agrees to comply with those obligations at his or her expense. Prior to consultant commencing services hereunder, the City’s Manager shall prepare and deliver to consultant a memorandum detailing the extent of Consultant’s disclosure obligations in accordance with the City’s Conflict of Interest Code.

City Initials ______
Consultant Initials ______

8.2 Disclosure not Required. By their initials next to this paragraph, City and Consultant hereby acknowledge that Consultant is not a “consultant” for the purpose of the California Political Reform Act because Consultant’s duties and responsibilities are not within the scope of the definition of consultant in Fair Political Practice Commission Regulation 18700.3(a) and is otherwise not serving in staff capacity in accordance with the City’s Conflict of Interest Code.

City Initials ______
Consultant Initials ______

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This Agreement is executed on _____________________, at Malibu, California, and effective as of November 24, 2025.

CONSULTANT:

NV5, Inc., a California corporation
___________________________________
By: Jeffrey M. Cooper, EVP, Chief Operating Officer
CITY OF MALIBU, a municipal corporation
___________________________________
MARIANNE RIGGINS, Mayor
ATTEST:
___________________________________
KELSEY PETTIJOHN, City Clerk
(seal)
APPROVED AS TO FORM:
___________________________________
TREVOR RUSIN, Interim City Attorney
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EXHIBIT A

SCOPE OF WORK
Task 1.0: Geotechnical

1. Review and evaluate engineering geology and geotechnical engineering reports. Reviews shall be performed with reference to the City’s “Fire Rebuild - Geologic/Geotechnical and Coastal Engineering Guidelines”. Provide recommendations regarding the acceptability of such reports and comments to bring the report into compliance with City requirements.

2. Maintain the City’s Geotechnical Guidelines, as appropriate, to maintain conformance with latest state regulations, laws, and acceptable engineering geological and geotechnical engineering practices. This shall be done with each code cycle in addition to City codes and ordinances.

3. Project review services shall be completed utilizing the City’s adopted plan review software (e.g., Bluebeam Studios) to, for example, markup plans with corrections and redlines and/or coordinate with other internal departments.

4. Review foundation and grading plans for proposed development projects to ensure compliance with applicable geotechnical recommendations.

5. Review “As-Built” geotechnical engineering and geological reports for adequacy/completeness.

6. Accept any and all documents electronically; including utilization of OnBase (records management system) and any additional electronic formats accepted by the City.

7. Provide the applicant designee and the City a list of items needing clarification or change to achieve conformance with all State, Federal, and local regulations.

8. Plan approval shall not be recommended to the City until all code compliance issues are resolved to the best of the applicant’s knowledge, and all requirements of the City have been satisfied.

9. Perform services within ten (10) business days upon receipt notification that a review has been authorized.

10. Provide field observation and recommendations as to adequacy/completeness during grading or during other geotechnical aspects of construction projects, as requested by the City. Review field testing procedures being implemented by the developer’s geotechnical consultant, as requested by the City.

11. Provide 24-hour on-call emergency response services as necessary to evaluate existing or pending geological hazards (or damages resulting therefrom) to public or private property, including earthquakes, landslides, mud/debris flows, flooding, fires and any other natural hazards. When requested, provide recommendations to the Building Official regarding the necessity for yellow-tagging or red-tagging structures threatened by geological hazards.

12. Assist City staff in processing excavation permits for geotechnical consultants to perform subsurface exploration on properties in the City as part of the geotechnical investigation.

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13. Peer Review to verify geotechnical adequacy, compliance with code and regulatory requirements, and to support complex projects.

14. Review geological/geotechnical section of various Environmental Impact Reports (EIR) and Specific Plans for adequacy/completeness as requested by the Community Development Department, Planning Division.

15. Receive final review and approval by the City on all Code interpretations.

16. Attend and participate in local and regional meetings on behalf of the City; including locations other than Consultants office and Malibu City Hall.

17. Make presentations to City Council, public and other agencies as requested by City staff.

18. Provide staff for routine office hours at City Hall or Rebuild Center, Monday – Friday (8:00 AM - 4:00 PM). The days for such services will be adjusted if mutually agreed upon with the City.

19. Provide administrative personnel to support project intake and tracking related to Geotechnical reviews.

20. Coordinate with outside agencies and City departments involved as part of the development review process.

21. Perform services within ten (10) business days upon receipt notification that a review has been authorized. *Due to the Permit Streamlining Act, calendar days shall apply to planning application reviews. Review letters for rebuild applications shall be within 10 calendar days. Non-rebuild applications shall be responded to within 30 calendar days.

Task 2.0: Environmental

1. Fire Debris and Hazardous Materials Management
i. Oversee and/or conduct site assessments to identify and categorize fire debris and hazardous materials.
ii. Develop, implement, and/or oversee management plans for the safe removal and disposal of fire debris and hazardous materials.
iii. Coordinate with local, state, and federal agencies to evaluate compliance with applicable regulations.

2. Erosion/Sediment Control, Stormwater, and Watershed Management i. Assess areas at risk of erosion and sedimentation within the burned and unburned areas. ii. Work with contractors to design and implement erosion and sediment control measures.
iii. Inspect and monitor control measures and coordinate with contractors to evaluate their effectiveness and make additional recommendations if control measures are not effective.
iv. Develop stormwater management plans to address increased runoff and potential contamination from fire-affected areas.
v. Monitor stormwater systems to evaluate if they are functioning as designed. vi. Assess the impact of burned and unburned areas on local watersheds.

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vii. Develop and implement watershed management plans to restore and protect watershed health.
viii. Coordinate with stakeholders to establish and implement an integrated watershed management approach.

3. Debris Flow Planning and Response
i. Identify areas at risk of debris flows due to fire damage. ii. Develop debris flow response plans, including early warning systems. iii. Support coordination of response measure implementation during debris flow events to protect public safety and infrastructure.

4. Natural and Cultural Resources
i. Provide biological, archaeological, and Native American specialists to support emergency preparedness planning and response activities, which may be developed prior to and following intense storm events.
ii. Provide regulatory coordination and notification support for emergency permitting and monitoring requirements.
iii. Assess jurisdictional delineations that may be impacted, such as federal waters of the US, non-federal waters of the State, Coastal Zone, critical habitat, culturally sensitive areas, etc.

5. Land-use Planning
i. Support property owners with investigation of damaged properties and rebuilding efforts.
ii. Create informational packets for impacted property owners regarding permitting and planning processes to guide rebuilding activities. iii. Engage in revisioning discussions with the City/public for more resilient buildings/infrastructure systems.

6. Field Investigation and Inspection
i. Perform field inspections to support the above activities, which may include condition assessment of City-owned and private infrastructure, water quality monitoring in fire-affected drainage areas, investigation of natural and cultural resources, etc.
ii. For difficult to reach areas (due to road conditions/closures, locked gates, etc.), we can assist with deploying and collecting drone imagery to aid in the assessment of property damage.
iii. Document findings and provide reports to the City. iv. Recommend corrective actions/recommendations as needed.

7. Data Management Services
i. Create a data management system including an integrated ArcGIS geodatabase and webmap tool to facilitate data visualization and communication. ii. Utilize digital Survey123 inspection forms and data sheets to enhance data quality and organization for reporting and planning purposes. This would integrate data workflows from various data sources (e.g., field investigations, building surveys, environmental samples) to facilitate consistency across the team, which would be expected to include City staff, contractors, local and state agencies, and special districts.

8. Administrative Services
i. Public Information Requests Processing and Management: Handling and tracking public information requests.

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ii. Compliance Assurance: Ensuring adherence to regulations regarding public records.
iii. Digital Solutions: Use of software systems for electronic records management.

9. Agency Coordination
i. Inter-Agency Communication: Facilitating communication between City departments and other government agencies.
ii. Project Management: Overseeing joint projects involving multiple agencies. iii. Data Sharing: Establishing protocols for secure data sharing.

10. Other Public Services
i. Community Outreach: Supporting the design and implementation of community engagement programs and activities.
ii. Grant Writing: Assisting with grant applications.

General Requirements

1. Maintain one (1) individual as the contact for all communication with the City.

2. Respond to questions or directives from the City within one (1) business day.

3. Calculate appropriate review fees based on the City’s most current fee schedule.

4. Accept all documents electronically, including utilization of OnBase (records management system), Development Database (permitting software), and any additional electronic formats accepted by the City.

5. Maintain thorough and accurate recordkeeping.

6. Must have familiarity with Municipal government records and workflow processes.

7. Professional Conduct: Must maintain professionalism in all interactions with the public, adhere to ethical standards, and follow all applicable laws and procedures.

8. Safety Protocols: Must follow City safety standards to protect consulting staff and the public during field activities.

9. Must have basic knowledge of Municipal government policies and procedures.

10.Provide administrative personnel to support project intake and tracking related to Environmental Health and Geotechnical reviews.

11. Special Projects may include other tasks and duties as assigned by the City Building Official or designee.

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EXHIBIT B

COMPENSATION FOR SERVICES
The City shall pay the Consultant for its professional services rendered and costs incurred pursuant to this Agreement in accordance with the Scope of Work’s fee and cost schedule. No additional compensation shall be paid for any other expenses incurred, unless first approved by the City Manager, or designee.

All rates and fixed fees listed below shall include overhead costs, including, but not limited to salaries, benefits, insurance, workers compensation, office expenses, mileage, and courier service. If staff substitutions are necessary, or if staff is promoted, the original rates listed above will still apply.

No travel and mileage is approved with this agreement. However, if required, travel expenses shall be pre-approved by the Community Development Director. Mileage shall be reimbursed at the IRS prevailing rate. City will not reimburse for meals. Expenses will appear on invoices without any markup, with proof of payment, and due and payable within thirty (30) days after receipt by the City.

Prior to commencing work for the City of Malibu by the Consultant, written authorization must be granted by the Community Development Director or his/her designee.

Non-Billable Administrative Overhead
The Consultant will bill only for time spent performing assigned professional work. All other activities associated with carrying out the contract are not billable and are therefore considered overhead or administrative functions contained within the hourly rate. Typical examples of nonbillable overhead activities are:
• Discussion with staff or applicant about the cost of services or to address billing disputes. • Meetings to discuss work performance, contract, or additional services. • Travel time to and from the City of Malibu.
• Preparation of invoices and other administrative clerical services. • Contract administration, such as preparing or discussing contract amendments. • Time spent resolving errors in the event the Consultant is responsible.

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Task 1.0: Geotechnical

1.a. Flat-Fixed Fee – In-kind +10% Rebuilds
Flat-fixed-fee services are for rebuild reviews, including in-kind or in-kind +10 % reviews.

Service Performed Consultant Rate
Geotechnical Peer Review
Major
NSFR, substantial improvements, new or replacement of onsite wastewater treatment system; includes review in Planning and Building Plan Check $3,500
Minor
Minor improvements, remodels, additions; includes review in Planning and Building Plan Check
$2,500
Plan Check Only $850
Time and materials review $200
Counter Hours $200
*Major and Minor flat-fixed fee is a one-time fee for reviews in planning and building plan check. Authorization is required to charge time and materials after the flat-fixed fee is expended.

1.b. Coastal Development Permits
Fixed fee includes initial submittal package completeness review and two substantive reviews.

Separate fees apply to Planning and building plan check reviews. Authorization by City in writing is required to charge time and materials after the flat-fixed fee is expended.

Service Performed Consultant Rate
Geotechnical Peer Review:

Single Family Residence – Complex $3,900
Single Family Residence – Standard $2,680
Commercial, Multi-Family, Guest House, Second Unit $3,657 Swimming Pool, addition, remodel, retaining walls, seawalls, slope repairs
$2,437
Onsite wastewater treatment systems (OWTS), foundation repairs $1,829 Subdivisions, tract maps # of lots x $2,680
Lot line adjustments, buildable lot created $2,680 (std.) or $3,900 (complex) Plan check review $853
Time and materials review $200/hour
As-Built Geotechnical Report Review $200/hour
Agreement for Professional Services
NV5, Inc.

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1.c. Professional Services:

Fees for professional services other than peer review and City services are based on an hourly rate.

Classification Hourly Rates
Principal Engineer/Geologist/Consultant $270
Senior Engineer/Geologist/Consultant (PE, CEG) $250
Project Engineer/Geologist/Consultant $212
Sr. Staff Engineer/Geologist/Consultant $197
Sr. Staff Engineer/Geologist/Consultant $170
Project Manager $208
Clerical $87
Task 2.0: Environmental
Fee and Authorization
Consultant will perform the on-call environmental services on an hourly basis, in accordance with the rate schedule below. Prior to commencing work for the City of Malibu, the Consultant must obtain written authorization from the Community Development Director or his/her designee to establish project cost and budget. Consultant shall submit itemized invoices identifying the specific tasks performed, corresponding hours, and associated costs for each billing period.

Professional Services:

Fees for professional services other than peer review and City services are based on an hourly rate.

Classification Hourly Rates
Project Analyst I $115
Project Analyst III $125
Specialist I $105
Specialist II $ 110
Specialist III $120
Associate I $130
Associate II $140
Associate III $150
Staff I $160
Staff II $170
Staff III $190
Senior I $210
Senior II $220
Senior III $235
Principal $245
Senior Principal $265
Agreement for Professional Services
NV5, Inc.

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EXHIBIT C

INSURANCE LANGUAGE
Without limiting Consultant’s indemnification of City, and prior to commencement of work and/or services under this Agreement, Consultant shall obtain, provide, and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.

General Liability Insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned, or rented vehicles, in an amount not less than 1,000,000 combined single limit for each accident.

Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.

Workers’ Compensation Insurance. Consultant shall maintain Workers’ Compensation Insurance (statutory limits) and Employer’s Liability insurance (with limits of at least $1,000,000).

Consultant shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.

Should Consultant obtain and maintain an excess liability policy, such policy shall be excess over commercial general liability, automobile liability, and employer’s liability policies. Such policy or policies shall include wording that the excess liability policy follows the terms and conditions of the underlying policies.

OTHER PROVISIONS OR REQUIREMENTS
Proof of Insurance. Consultant shall provide certificates of insurance and required endorsements to City as evidence of the insurance coverage required herein. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City for the contract Agreement for Professional Services
NV5, Inc.

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period and any additional length of time required thereafter. City reserves the right to require complete, certified copies of all required insurance policies, at any time.

Duration of Coverage. Consultant shall procure and maintain for the contract period, and any additional length of time required thereafter, insurance against claims for injuries to persons or damages to property, or financial loss which may arise from or in connection with the performance of the Work hereunder by Consultant, their agents, representatives, employees, or subconsultants.

Primary/Noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect it as a named insured.

City’s Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.

Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.

Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City and shall require similar written express waivers and insurance clauses from each of its subconsultants.

Enforcement of Contract Provisions (Non Estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.

Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not Agreement for Professional Services
NV5, Inc.

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intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the Consultant’s insurers are unwilling to provide such notice, then Consultant shall have the responsibility of notifying the City immediately in the event of Consultant’s failure to renew any of the required insurance coverages, or insurer’s cancellation or non-renewal.

Additional Insured Status. General liability, automobile liability, and umbrella/excess liability insurance policies shall provide or be endorsed to provide that City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies.

Prohibition Of Undisclosed Coverage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.

Separation of Insureds. A severability of interests’ provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.

Pass Through Clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party who is brought onto or involved in the project/service by Consultant (hereinafter collectively “Subcontractor”), provide the same minimum insurance coverage and endorsements required of Consultant under this Agreement. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. However, in the event Consultant’s Subcontractor cannot comply with this requirement, which proof must be submitted to the City, Consultant may still be able to utilize the Subcontractor provided Consultant shall be required to ensure that its Subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with Subcontractor’s scope of work and services, with limits less than required of the Consultant, but in all other terms consistent with the Consultant’s requirements under this Agreement. This provision does not relieve the Consultant of its contractual obligations under the Agreement and/or limit its liability to the amount of insurance coverage provided by its subcontractors. This provision is intended solely to provide Consultant with the ability to utilize a Subcontractor who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of the Consultant under this Agreement given the limited scope of work or services provided by the subcontractor. Consultant agrees that upon request, all agreements with Subcontractors, and others engaged in the project and/or services, will be submitted to City for review.

Agreement for Professional Services
NV5, Inc.

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Agreement for Professional Services
NV5, Inc.

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EXHIBIT D

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Page 24 of 29 ends

Page 25 of 29 ends

Required Certification. If applicable, contractors must sign and submit to the City the following certification.

Page 26 of 29 ends

person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

The Contractor,______________________________ , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any.

In addition, the Contractor understands and agrees that the provisions of 31 U.S.C.

Agreement for Professional Services
NV5, Inc.

Page 27 of 29 ends

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Consultant shall submit evidence of compliance with the foregoing affirmative steps when requested by City.

Agreement for Professional Services
NV5, Inc.

Page 29 of 29 ends

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 22604256

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Matibu
23825 Stuart Ranch Road
Malibu CA 90265—486
AUTHORIZED REPRESENTEéyE
if? 2P
-— {If
198812013 ACORD CORPOR‘ATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ACORD CERTIFICATE OF LIABILITY INSURANCE 5/1/2026

DATE (MM/DD/YYYY)
11/1 1/2025
THIS CERTIFICATE IS ISSUED AS 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 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. statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER Lockton Companies, LLC
DBA Lockton Insurance Brokers, LLC in CA
CA license #0F15767
3280 Peachu’ce Rd. NE, Ste. 1000
Atlanta GA 30305
(404) 460-3600
NVS, Inc.

INSURED
1491 108 133 Technology Drive, Suite 200
Irvine CA 92618
32$?“ Lockton Technical Services W8N§o Em: (404) 460-3600 (A/C, FAx
No):
,E‘DMé‘R'ESS; [email protected]
iNSUREmsLAfggRDmGCOVERAGE NAIcat
INSURER Hartford Fire Insurance Company 19682
mSURER Navigators Specialty Insurance Company W7 36056 'i 29459 20079
iNSURERc Twin City Fire InsuranceyCompany i7
.NSURER National Fire and Marine Insurance CO
.NSURER Everest Indemnity Insurance Company 10851

INSURER
COVERAGES CERTIFICATE NUMBER: 22604256 REVISION NUMBER: XXXXXXX

THIS IS TO CERTIFY THAT
INDICATED. NOTWITHSTANDING

CERTIFICATE MAY BE ISSUED

EXCLUSIONS AND CONDITIONS

THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD

ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

IADDL SUBRI POLICY EFF POLICY EXP
IINSLQ wvol POLICY NUMBER (MM/DD/YYYY) (MM/DDIYYYY) LIMITS INSR

LTR TYPE OF INSURANCE
COMMERCIAL GENERAL LIABILITY 21 CSE $88600 5/1/2025 5/1/2026 EACH OCCURRENCE ;$ 2,000 000 DAMAGE TO RENTED

CLAIMS-MADE OCCUR WI
MED EXP (Any one person) 15,000
PERSONALaADVINJURY 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 4,000,000 _X POLICY 5IER8T' XI Loc PRODUCTS —c0MP/OP AGG 4,000 000 OTHER:

Y1 21 CSE $88601 5/1/2025 5/1/2026

COMBINED
(Ea accident)

SINGLE LIMIT
‘AUTOMOBILE
LIABILITY 2,000,000

ANY AUTO
OWNED

AUTOS ONLY
HIRED

AUTOS ONLY
BODILYINJURY(Per person) XXXXXXX mam BODILYINJURY(Peraccidem)I XXXXXXX AUTOS

NON-OWNED
ONLY

PROPERTY
Per accidentl
DAMA‘G‘ET XXXXXXX

XXXXXXX

UMBRELLA LIAB

EXCESS LIAB
OCCUR GA25UMR20HBL9IC 5/1/2025 5/1/2026 EACH OCCURRENCE 10 000 000 CLAIMS—MADE AGGREGATE 10,000,000
DEDI RETENTION$ $0 ?$ XXXXXXX IWORKERS

AND EMPLOYERS'

COMPENSATION
LIABILITY 22 WB BR9RZL 5/1/2025 5/1/2026
PER

STATUTE
OTHER“
Y/N IN/A ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT 1W il 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) ELDISEASE-EA EMPLOYEEI 1,000,000 if

DESCRIPTION
yes. describe under
OF OPERATIONS below ELDIsEASE— POLICY LIMIT 1,000,000
Excess Liab
42—EPP-321328—04
XC9EX00437—251
5/1/2025
5/1/2025 5/1/2026
5/1/2026
EaElaClam'Agg
Claim/Agg
$10M/310M
Proin’oll Liab $10M/S20M
Bus Per Prop 22UUNBL5R2L 5/1/2025 5/1/2026 Llmlt 3235137333 DESCRIPTION OF OPERATIONS LOCATIONS IVEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City and its officers, officials, employees, agents, and volunteers are included as Additional Insureds on primary and non-contributory basis as respect ofGeneral Liability and Automobile Liability coverage required by written contract subject to policy terms, conditions and exclusions Waiver of Subrogation in favor of said additional insured as respect ofcoverage as required by written contract subject Lo policy terms, conditions, and exclusions where applicable by state law. 30 Day’s Notice of Cancellation/Non-renewal, except 10 days for nonpayment ofpremium, to the certificate holder when required by written agreement,
Attachment Code: D646207 Master ID: 1491 108, Certificate ID: 22604256 NV5 Global Workers Compensation Insurer by State
Alaska Twin City Fire insurance Company
Alabama Twin City Fire Insurance Company
Arkansas Twin City Fire Insurance Company
Arizona Twin City Fire Insurance Company
California Sentinel Insurance Company
Colorado Twin City Fire Insurance Company
Connecticut Twin City Fire Insurance Company
District of Columbia Twin City Fire Insurance Company
Delaware Twin City Fire Insurance Company
Florida Twin City Fire Insurance Company
Georgia Property Casualty Insurance Company of Hartford Hawaii Hartford Underwriters Insurance Company
Iowa Twin City Fire Insurance Company
Idaho Twin City Fire Insurance Company
Illinois Twin City Fire Insurance Company
Indiana Twin City Fire Insurance Company
Kansas Twin City Fire Insurance Company
Kentucky Twin City Fire Insurance Company
Louisiana Twin City Fire Insurance Company
Massachusetts Sentinel Insurance Company
Maryland Twin City Fire Insurance Company
Maine Twin City Fire Insurance Company
Michigan Twin City Fire Insurance Company
Minnesota Nutmeg Insurance Company
Missouri Hartford Unden/vriters Insurance Company
Mississippi Twin City Fire Insurance Company
Montana Twin City Fire Insurance Company
North Carolina Hartford Insurance Company of the Southeast North Dakota Twin City Fire Insurance Company
Nebraska Twin City Fire Insurance Company
New Hampshire Twin City Fire Insurance Company
Attachment Code: D646207 Master ID: 1491 108, Certificate ID: 22604256 New Jersey Hartford Underwriters Insurance Company
New Mexico Hartford insurance Company ofthe Southeast
Nevada Twin City Fire Insurance Company
New York Hartford Accident and Indemnity Insurance Company Ohio Twin City Fire Insurance Company
Oklahoma Twin City Fire Insurance Company
Oregon Twin City Fire Insurance Company
Pennsylvania Twin City Fire Insurance Company
Rhode Island Twin City Fire Insurance Company
South Carolina Twin City Fire Insurance Company
Tennessee Twin City Fire Insurance Company
Texas Hartford Underwriters Insurance Company
Utah Twin City Fire Insurance Company
Virginia Twin City Fire Insurance Company
Vermont Twin City Fire Insurance Company
Washington Twin City Fire Insurance Company
Wisconsin Hartford Casualty Insurance Company
West Virginia Twin City Fire Insurance Company
Wyoming Twin City Fire Insurance Company
Policy Number: 21 CSE 888600
Attachment Code: D587565 Master ID: 1491 108, Certifwatc ID: 22604256

COMMERCIAL GENERAL LIABILITY COVERAGE FORM
Various provisions in this policy restrict coverage.

Read the entire policy carefully to determine rights,
duties and what is and is not covered.

Throughout this policy the words "you" and "your"
refer to the Named Insured shown in the
Declarations, and any other person or organization
qualifying as Named insured under this policy. The
words "we", "us" and "our" refer to the stock
insurance company member of The Hartford
providing this insurance.

The word "insured" means any person or
organization qualifying as such under Section ii
Who Is An Insured.

Other words and phrases that appear in quotation
marks have special meaning. Refer to Section
Definitions.

SECTION COVERAGES

COVERAGE BODILY INJURY AND PROPERTY

DAMAGE LIABILITY

1. Insuring Agreement
a. We will pay those sums that the insured
becomes legally obligated to pay as damages
because of
"bodily injury" or "property
damage" to which this insurance applies. We
will have the right and duty to defend the
insured against any "suit" seeking those
damages. However, we will have no duty to
defend the insured against any
"suit" seeking
damages for "bodily injury" or "property
damage“ to which this insurance does not
apply. We may, at our discretion, investigate
any "occurrence" and settle any claim or
"suit"
that may result. But:
(1) The amount we will pay for damages is
limited as described in Section III Limits
Of Insurance; and
(2) Our right and duty to defend ends when
we have used up the applicable limit of
insurance in the payment ofjudgments or
settlements under Coverages or or
medical expenses under Coverage C.

HG OO Oi 09 16 Page of 21
(1 The "bodily injury" or "property damage" is
caused by an "occurrence" that takes
place in the "coverage territory";
(2) The "bodily injury" or
"property damage"
occurs during the policy period; and
(3) Prior to the policy period, no insured listed
under Paragraph 1. of Section ii Who Is
An insured and no "employee" authorized
by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. if such
listed insured or authorized "employee"
knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change
or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been
known prior to the policy period.
c.
"Bodily injury" or "property damage“ will be
deemed to have been known to have
occurred at the earliest time when any
insured listed under Paragraph 1. of Section ll
Who ls An insured or any
”employee”
authorized by you to give or receive notice of
an "occurrence" or claim:
(1) Reports ail, or any part, ofthe
"bodily
injury" or "property damage" to us or any
other insurer;
(2) Receives written or verbal demand or
claim for damages because of the "bodily
injury" or
”property damage"; or
(3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur.
d. Damages because of "bodily injury" include
damages claimed by any person or
organization for care, loss of services or
death resulting at any time from the "bodily
injury".
e. incidental Medical Malpractice And Good
Samaritan Coverage
"Bodily injury" arising out of the rendering of
or failure to renderthe following health care
services by any
"employee" or "volunteer
worker" shall be deemed to be caused by an "occurrence" for:
2016 The Hartford
(includes copyrighted material of insurance Services Office, inc. with its permission.) (1) Professional health care services such as:
(a) Medical, surgical, dental, laboratory, xray or nursing services or treatment, advice or instruction, or the related
furnishing of food or beverages;
(b) Any health or therapeutic service,
treatment, advice or instruction; or
(c) The furnishing or dispensing of drugs
or medical, dental, or surgical supplies
or appliances; or
(2) First aid services, which include:
(a) Cardiopulmonary resuscitation,
whether performed manually or with
defibrillator; or
(b)Services performed as Good
Samaritan.

For the purpose of determining the limits of
insurance, any act or omission together with
all related acts or omissions in the furnishing
of these services to any one person will be
considered one
“occurrence".

However, this Incidental Medical Malpractice
And Good Samaritan Coverage provision
applies only if you are not engaged in the
business or occupation of providing any of the
services described in this provision.

2. Exclusions
This insurance does not apply to:
a. Expected Or Intended injury
"Bodily injury" or"property damage" expected
or intended from the standpoint of the
insured. This exclusion does not apply to "bodily injury" or "property damage" resulting
from the use of reasonable force to protect
persons or property.
b. Contractual Liability
"Bodily injury" or "property damage" for which
the insured is obligated to pay damages by
reason of the assumption of liability in
contract or agreement. This exclusion does
not apply to liability for damages:
(1)That the insured would have in the
absence of the contract or agreement; or
(2) Assumed in contract or agreement that
is an
"insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the
contract or agreement. Solely for the
purposes of liability assumed in an "insured contract“, reasonable attorney fees and necessary litigation expenses
incurred by or for party other than an
insured are deemed to be damages
because of "bodily injury" or
"property
damage", provided:

Page of 21 HG OO 01 09 16
Attachment Code: D587565 Master ID: 1491 108, Certificate ID: 22604256 (a) Liability to such party for, or for the
cost of, that party's defense has also
been assumed in the same
"insured
contract"; and
(b) Such attorney fees and litigation
expenses are for defense of that party
against civil or alternative dispute
resolution proceeding in which
damages to which this insurance
applies are alleged.

Liquor Liability
"Bodily injury" or"property damage" for which
any insured may be held liable by reason of:
(1) Causing or contributing to the intoxication
of any person;
(2) The furnishing of alcoholic beverages to
person under the legal drinking age or
under the influence of alcohol; or
(3) Any statute, ordinance or regulation
relating to the sale, gift, distribution or use
of alcoholic beverages.

This exclusion applies even if the claims
against any insured allege negligence or
other wrongdoing in:
(a) The supervision, hiring, employment,
training or monitoring of others by that
insured; or
(b)Providing or failing to provide
transportation with respect to any
person that may be under the influence
ofalcohol;
if the "occurrence" which caused the "bodily
injury" or
"property damage", involved that
which is described in Paragraph (1 ), (2) or (3)
above.

However, this exclusion applies only if you
are in the business of manufacturing,
distributing, selling, serving or furnishing
alcoholic beverages. For the purposes ofthis
exclusion, permitting person to bring
alcoholic beverages on your premises, for
consumption on your premises, whether or
not fee is charged or license is required
for such activity, is not by itself considered the
business of selling, serving or furnishing
alcoholic beverages.
d. Workers' Compensation And Similar Laws
Any obligation of the insured under a workers‘
compensation, disability benefits or
unemployment compensation law or any
similar law.
e. Employer's Liability
"Bodily injury" to:
(1 An "employee" of the insured arising out of
and in the course of:

Attachment Code: D587565 Master ID: 1491 108, Certificate ID: 22604256 (a) Employment by the insured; or the handling, storage, disposal, (b)Performing duties reiated to the processing or treatment of waste; conduct ofthe insured's business; or (c)Which are or were at any time (2) The spouse, chiid, parent, brother or sister transported, handled, stored, treated, of that
"employee" as consequence of disposed of, or processed as waste by Paragraph (1) above. or for:

This exclusion applies: (i) Any insured; or
(1) Whether the insured may be liable as an (ii) Any person or organization for employer or in any other capacity; and whom you may be legally (2) To any obligation to share damages with responsible; or repay someone else who must pay (d) At or from any premises, site or damages because ofthe injury. location on which any insured or any This exclusion does not apply to liability contractors or subcontractors working assumed by the insured under an "insured directly or indirectly on any insured's contract". behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection
with such operations by such insured,
contractor or subcontractor. However,
this subparagraph does not apply to:
(i)
"Bodily injury" or “property damage"
arising out ofthe escape of fuels,
lubricants or other operating fluids
which are needed to perform the
normal electrical, hydraulic or
mechanical functions necessary for
the operation of "mobile equipment"
or its parts, if such fuels, lubricants
or other operating fluids escape
from vehicle part designed to
hold, store or receive them. This
exception does not apply if the "bodily injury" or
"property damage"
arises out of the intentional
discharge, dispersal or release of
the fuels, lubricants or other
operating fluids, or if such fuels,
lubricants or other operating fluids
are brought on or to the premises,
site or location with the intent that
they be discharged, dispersed or
released as part of the operations
being performed by such insured,
contractor or subcontractor;
(ii)
"Bodily injury" or "property damage"
sustained within building and
caused by the release of gases,
fumes or vapors from materials
brought into that building in
connection with operations being
performed by you or on your behalf
by contractor or subcontractor; or
(iii)
"Bodily injury” or
”property damage"
arising out of heat, smoke or fumes
from "hostile fire"; or
(e)At or from any premises, site or
location on which any insured or any
contractors or subcontractors working
f. Pollution
(1)
"Bodily injury" or "property damage"
arising out of the actual, alleged or
threatened discharge, dispersal, seepage,
migration, release or escape of "pollutants":
(a)At or from any premises, site or
location which is or was at any time
owned or occupied by, or rented or
loaned to, any insured. However, this
subparagraph does not apply to:
(i)
"Bodily injury" if sustained within
building and caused by smoke,
fumes, vapor or soot produced by
or originating from equipment that
is used to heat, cool or dehumidify
the building, or equipment that is
used to heat water for personal
use, by the building‘s occupants or
their guests;
(ii)
“Bodily injury" or "property damage"
for which you may be held liable, if
you are a contractor and the owner
or lessee of such premises, site or
location has been added to your
policy as an additional insured with
respect to your ongoing operations
performed for that additional
insured at that premises, site or
location and such premises, site or
location is not and never was
owned or occupied by, or rented or
loaned to, any insured, other than
that additional insured; or
(iii)
"Bodily injury" or "property damage"
arising out of heat, smoke or fumes
from "hostile fire";
(b)At or from any premises, site or
location which is or was at any time
used by or for any insured or others for
HG 00 01 09 16 Page of 21
directly or indirectly on any insured's
behalf are performing operations if the
operations are to test for, monitor,
Clean up, remove, contain, treat,
detoxify or neutralize, or in any way
respond to, or assess the effects of, "poilutants".
(2) Any Ioss, cost or expense arising out of
any:
(a) Request, demand, order or statutory or
regulatory requirement that any
insured or others test for, monitor,
clean up, remove, contain, treat,
detoxify or neutralize, or in any way
respond to, or assess the effects of, "pollutants"; or
(b) Claim or suit by or on behalf ofa
governmental authority for damages
because of testing for, monitoring,
cleaning up, removing, containing,
treating, detoxifying or neutralizing, or
in any way responding to, or assessing
the effects of, "pollutants".

However, this paragraph does not apply to
liability for damages because of "property
damage" that the insured would have in
the absence of such request, demand,
order or statutory or regulatory
requirement, or such claim or "suit" by or
on behalf of governmental authority.
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 does not apply to:
(1 watercraft while ashore on premises you
own or rent;
(2) watercraft you do not own that is:
(a) Less than 51 feet long; and
(b) Not being used to carry persons for
charge;
(3) Parking an "auto" on, or on the ways next
Page4 of21 HG OO 01 09 16
Attachment Code: D587565 Master ID: 1491 108, Certificate ID: 22604256 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;
(5)"Bodily injury" or "property damage"
arising out of:
(a) The operation of machinery or
equipment that is attached to, or part
of, land vehicle that would qualify
under the definition of "mobile
equipment" if it were not subject to
compulsory or financial responsibility
law or other motor vehicle insurance
law where it is licensed or principally
garaged; or
(b) The operation of any ofthe machinery
or equipment listed in Paragraph f.(2)
or f.(3) of the definition of "mobile
equipment"; or
(6) An aircraft that is not owned by any
insured and is hired, chartered or loaned
with paid crew. However, this exception
does not apply if the insured has any other
insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent
or on any other basis.
h. Mobile Equipment
"Bodily injury" or "property damage" arising
out of:
(1) The transportation of "mobile equipment"
by an "auto" owned or operated by or
rented or loaned to any insured; or
(2) The use of "mobile equipment" in, or while
in practice for, or while being prepared for,
any prearranged racing, speed,
demolition, or stunting activity.
i. War
"Bodily injury" or "property damage", however
caused, arising, directly or indirectly, out of:
(1 War, including undeclared or civil war;
(2) Warlike action by military force, including
action in hindering or defending against an
actual or expected attack, by any
government, sovereign or other authority
using military personnel or other agents;
or
(3) Insurrection, rebellion, revolution, usurped
power, or action taken by governmental
authority in hindering or defending against
any of these.
j. Damage To Property
"Property damage" to:
(1) Property you own, rent, or occupy,
including any costs or expenses incurred
by you, or any other person, organization
or entity, for repair, replacement,
enhancement, restoration or maintenance
of such property for any reason, including
prevention of injury to person or damage
to another's property;
(2) Premises you sell, give away or abandon,
if the
“property damage" arises out of any
part of those premises;
(3) Property loaned to you;
(4) Personal property in the care, custody or
control of the insured;
(5) That particular part of real property on
which you or any contractors or
subcontractors
working directly or indirectly on your behalf
are performing operations, if the "property
damage" arises out ofthose operations; or
(6) That particular part of any property that
must be restored, repaired or replaced
because "your work" was incorrectly
performed on it.

Paragraphs (1), (3) and (4) ofthis exclusion
do not apply to "property damage" (other than
damage by fire) to premises, including the
contents of such premises, rented to you for
period of seven or fewer consecutive days.
separate limit of insurance applies to Damage
To Premises Rented To You as described in
Section iii Limits Of Insurance.

Paragraph (2) of this exclusion does not apply
if the premises are "your work" and were
never occupied, rented or held for rental by
you.

Paragraphs (3) and (4) of this exclusion do
not apply to "property damage" arising from
the use of elevators.

Paragraphs (3), (4), (5) and (6) of this
exclusion do not apply to liability assumed
under sidetrack agreement.

Paragraphs (3) and (4) of this exclusion do
not apply to "property damage" to borrowed
equipment while not being used to perform
operations at the job site.

Paragraph (6) of this exclusion does not apply
to "property damage" included in the
"products—completed operations hazard".
k. Damage To Your Product
"Property damage" to "your product" arising
out of it or any part of it.
i. Damage To Your Work
"Property damage" to "your work" arising out
of it or any part of it and included in the "products-completed operations hazard".

HG 00 01 09 16 Page of 21
Attachment Code: D587565 Master ID: 1491 108, Celtit'lcate ID: 22604256 This exclusion does not apply if the damaged
work or the work out of which the damage
arises was performed on your behalf by
subcontractor.

Damage To impaired Property Or Property
Not Physically Injured
"Property damage" to "impaired property" or
property that has not been physically injured,
arising out of:
(1) defect, deficiency, inadequacy or
dangerous condition in "your product" or "your work"; or (2) delay or failure by you or anyone acting
on your behalfto perform contract or
agreement in accordance with its terms.

This exclusion does not apply to the loss of
use of other property arising out of sudden
and accidental physical injury to
"your
product" or "your work" after it has been put
to its intended use.

Recall Of Products, Work Or impaired
Property
Damages claimed for any loss, cost or
expense incurred by you or others for the loss
of use, withdrawal, recall, inspection, repair,
replacement, adjustment, removal or disposal
of:
(1)
"Your product";
(2)
"Your work"; or
(3)
"impaired property";
if such product, work, or property is withdrawn
or recalled from the market or from use by
any person or organization because of
known or suspected defect, deficiency,
inadequacy or dangerous condition in it.

Personal And Advertising Injury
"Bodily injury" arising out of "personal and
advertising injury".
p. Access or Disclosure Of Confidential Or
Personal information And Data-related
Liability
Damages arising out of:
(1)Any access to or disclosure of any
person's or organization's confidential or
personal information, including patents,
trade secrets, processing methods,
customer lists, financial information, credit
card information, health information or any
other type of nonpublic information; or
(2) The loss of, loss of use of, damage to,
corruption of, inability to access, or
inability to manipulate electronic data.

This exclusion applies even if damages are
claimed for notification costs, credit
monitoring expenses, forensic expenses,
public relations expenses or any other loss,
cost or expense incurred by you or others
arising out of that which is described in
Paragraph (1) or (2) above.

However, unless Paragraph (1) above
applies, this exclusion does not apply to
damages because of
"bodily injury”.

As used in this exclusion, electronic data
means information, facts or programs stored
as or on, created or used on, or transmitted to
or from computer software, including systems
and applications software, hard or floppy
disks, CD-ROMS, tapes, drives, cells, data
processing devices or any other media which
are used with electronically controlled
equipment.
q. Employment-Related Practices
"Bodily injury" to:
(1) person arising out of any
”employmentrelated practices"; or
(2) The spouse, child, parent, brother or sister
of that person as consequence of "bodily
injury" to that person at whom any "employment-related practices" are directed.

This exclusion applies:
(1) Whether the injury-causing event
described in the dehnition of
"employmentrelated practices" occurs before
employment, during employment or after
employment of that person;
(2) Whether the insured may be liable as an
employer or in any other capacity; and
(3) To any obligation to share damages with
or repay someone else who must pay
damages because ofthe injury.
r. Asbestos
(1)"Bodily injury" or "property damage
arising out of the "asbestos hazard".
(2)Any damages, judgments, settlements,
loss, costs or expenses that:
(a) May be awarded or incurred by reason
of any claim or suit alleging actual or
threatened injury or damage of any
nature or kind to persons or property
which would not have occurred in
whole or in part but for the "asbestos
hazard";
(b) Arise out of any request, demand,
order or statutory or regulatory
requirement that any insured or others
test for, monitor, clean up, remove,
encapsulate, contain, treat, detoxify or
neutralize or in any way respond to or
Page of21 HG 00 01 09 16
Attachment Code: D587565 Master ID: 1491 108, Certificate ID: 23604256 assess the effects of an
"asbestos
hazard"; or
(c) Arise out of any claim or suit for
damages because of testing for,
monitoring, cleaning up, removing,
encapsulating, containing, treating,
detoxifying or neutralizing or in any
way responding to or assessing the
effects of an
"asbestos hazard".
s. Recording And Distribution Of Material Or
Information In Violation Of Law
"Bodily injury" or "property damage" arising
directly or indirectly out of any action or
omission that violates or is alleged to violate:
(1 The Telephone Consumer Protection Act
(TCPA), including any amendment of or
addition to such law;
(2) The CAN—SPAM Act of 2003, including
any amendment of or addition to such law;
(3) The Fair Credit Reporting Act (FCRA), and
any amendment of or addition to such law,
including the Fair and Accurate Credit
Transaction Act (FACTA); or
(4) Any federal, state or local statute,
ordinance or regulation, other than the
TCPA or CAN-SPAM Act of 2003 or FCRA
and their amendments and additions, that
addresses, prohibits or limits the printing,
dissemination, disposal, collecting,
recording, sending, transmitting,
communicating or distribution of material
or information.

Damage To Premises Rented To You
Exception For Damage By Fire, Lightning Or
Explosion
Exclusions c. through h. and j. through n. do not
apply to damage by fire, lightning or explosion to
premises while rented to you or temporarily
occupied by you with permission of the owner.
separate limit of insurance applies to this
coverage as described in Section lll Limits Of
Insurance.

COVERAGE PERSONAL AND ADVERTISING

INJURY LIABILITY

1. Insuring Agreement
a. We will pay those sums that the insured
becomes legally obligated to pay as damages
because of "personal and advertising injury"
to which this insurance applies. We will have
the right and duty to defend the insured
against any
"suit" seeking those damages.

However, we will have no duty to defend the
insured against any "suit" seeking damages
for "personal and advertising injury" to which
this insurance does not apply. We may, at our
discretion, investigate any offense and settle
any claim or
"suit" that may result. But:
(1) The amount we will pay for damages is
limited as described in Section iii Limits
Of Insurance; and
(2) Our right and duty to defend end when we
have used up the applicable Iimit of
insurance in the payment ofjudgments or
settlements under Coverages or or
medicai expenses under Coverage C.

No other obligation or liability to pay sums or
perform acts or services is covered unless
explicitly provided for under Supplementary
Payments Coverages and B.
b. This insurance applies to "personal and
advertising injury" caused by an offense
arising out of your business but only if the
offense was committed in the "coverage
territory" during the policy period.

2. Exclusions
This insurance does not apply to:
a. Knowing Violation Of Rights Of Another
"Personal and advertising injury" arising out of
an offense committed by, at the direction or
with the consent or acquiescence of the
insured with the expectation of inflicting "personal and advertising injury". b.Material Published With Knowledge Of
Falsity
"Personal and advertising injury" arising out of
oral, written or electronic publication, in any
manner, of material, if done by or at the
direction of the insured with knowledge of its
falsity.
c. Material Published Prior To Policy Period
"Personal and advertising injury" arising out of
oral, written or electronic publication, in any
manner, of material whose first publication
took place before the beginning ofthe policy
period.
d. Criminal Acts
"Personal and advertising injury" arising out of
criminal act committed by or at the direction
of the insured.
e. Contractual Liability
"Personal and advertising injury" for which the
insured has assumed liability in contract or
agreement. This exclusion does not apply to
liability for damages that the insured would
have in the absence of the contract or
agreement.
f. Breach Of Contract
"Personal and advertising injury" arising out of
breach of contract, except an implied contract to
HG OO 01 09 16 Page of21
Attachment Code: D587565 Master ID: 1491 108, Ccttiticate ID: 22604256 use another‘s "advertising idea" in your "advertisement". g.Quality Or Performance Of Goods
Failure To Conform To Statements
"Personal and advertising injury" arising out of
the failure of goods, products or services to
conform with any statement of quality or
performance made in your
"advertisement".
h. Wrong Description Of Prices
"Personal and advertising injury" arising out of
the wrong description of the price of goods,
products or services.
i. infringement Of Intellectual Property
Rights
(1)
"Personal and advertising injury" arising
out of any actual or alleged infringement
or violation of any intellectual property
rights such as copyright, patent,
trademark, trade name, trade secret, trade
dress, service mark or other designation
of origin or authenticity; or
(2) Any injury or damage alleged in any clam
or "suit" that also alleges an infringement
or violation of any intellectual property
right, whether such allegation of
infringement or violation is made by you or
by any other party involved in the claim or "suit", regardless of whether this insurance would otherwise apply.

However, this exclusion does not apply ifthe
only allegation in the claim or "suit" involving
any intellectual property right is limited to:
(1) Infringement, in your
"advertisement", of:
(a) Copyright;
(b) Slogan; or
(c) Title of any literary or artistic work; or
(2) Copying, in your
"advertisement",
person’s or organization’s “advertising
idea" or style of "advertisement“.
j. Insureds ln Media And Internet Type
Businesses
"Personal and advertising injury" committed
by an insured whose business is:
(1 Advertising, broadcasting, publishing or
telecasting;
(2) Designing or determining content of web
sites for others; or
(3) An Internet search, access, content or
service provider.

However, this exclusion does not apply to
Paragraphs a., b. and c. ofthe definition of "personal and advertising injury" under the Definitions Section.

For the purposes of this exclusion, the placing
of frames, borders or Iinks, or advertising, for
you or others anywhere on the Internet, is not
by itself, considered the business of
advertising, broadcasting, publishing or
telecasting.
k. Electronic Chatrooms Or Bulletin Boards
"Personal and advertising injury" arising out of
an electronic chatroom or bulletin board the
insured hosts, owns, or over which the
insured exercises control.

Unauthorized Use Of Another's Name Or
Product
"Personal and advertising injury" arising out of
the unauthorized use of another's name or
product in your e-mail address, domain name
or metatags, or any other similar tactics to
mislead another’s potential customers.
m. Pollution
"Personal and advertising injury" arising out of
the actual, alleged or threatened discharge,
dispersal, seepage, migration, release or
escape of
"pollutants" at any time.
n. Pollution-Related
Any loss, cost or expense arising out of any:
(1) Request, demand, order or statutory or
regulatory requirement that any insured or
others test for, monitor, clean up, remove,
contain, treat, detoxify or neutralize, or in
any way respond to, or assess the effects
of,
"pollutants"; or
(2) Claim or suit by or on behalf of
governmental authority for damages
because of testing for, monitoring,
cleaning up, removing, containing,
treating, detoxifying or neutralizing, or in
any way responding to, or assessing the
effects of,
“pollutants".
o. War
"Personal and advertising injury", however
caused, arising, directly or'indirectly, out of:
(1) War, including undeclared or civil war;
(2) Warlike action by military force, including
action in hindering or defending against an
actual or expected attack, by any
government, sovereign or other authority
using military personnel or other agents;
or
(3) insurrection, rebellion, revolution, usurped
power, or action taken by governmental
authority in hindering or defending against
any of these.
p. Internet Advertisements And Content Of
Others
Page of21 HG OO 01 09 16
Attachment Code: D587565 Master ID: 1491 108, Ceniflcate ID: 22604256 "Personal and advertising injury“ arising out
of:
(1 An "advertisement" for others on your web
site;
(2) Placing link to web site of others on
your web site;
(3) Content, including information, sounds,
text, graphics, or images from web site
of others displayed within frame or
border on your web site; or
(4) Computer code, software or programming
used to enable:
(a) Your web site; or
(b) The presentation or functionality of an "advertisement" or other content on your web site.
q. Right Of Privacy Created By Statute
"Personal and advertising injury" arising out of
the violation of person's right of privacy
created by any state or federal act.

However, this exclusion does not apply to
liability for damages that the insured would
have in the absence of such state or federal
act.
r. Violation Of Anti—Trust law
"Personal and advertising injury" arising out of
violation of any anti—trust law.
s. Secu rities
"Personal and advertising injury" arising out of
the fluctuation in price or value of any stocks,
bonds or other securities.
t. Recording And Distribution Of Material Or
information in Violation Of Law
"Personal and advertising injury" arising
directly or indirectly out of any action or
omission that violates or is alleged to violate:
(1) The Telephone Consumer Protection Act
(TCPA), including any amendment of or
addition to such law;
(2) The CAN-SPAM Act of 2003, including
any amendment of or addition to such law;
(3) The Fair Credit Reporting Act (FCRA), and
any amendment of or addition to such law,
including the Fair and Accurate Credit
Transaction Act (FACTA); or
(4) Any federal, state or local statute,
ordinance or regulation, other than the
TCPA or CAN—SPAM Act of 2003 or FCRA
and their amendments and additions, that
addresses, prohibits or limits the printing,
dissemination, disposal, collecting,
recording, sending, transmitting,
communicating or distribution of material
or information.
u. Employment-Related Practices
"Personal and advertising injury" to:
(1) person arising out of any
”employment—
related practices"; or
(2) The spouse, chiid, parent, brother or sister
of that person as a consequence of "personal and advertising injury" to that person at whom any "employment—reiated
practices" are directed.

This exclusion applies:
(1) Whether the injury-causing event
described in the definition of "empioyment—
related practices" occurs before
empioyment, during employment or after
empioyment of that person;
(2) Whether the insured may be liable as an
employer or in any other capacity; and
(3) To any obligation to share damages with
or repay someone else who must pay
damages because of the injury.
v. Asbestos
(1)
"Personal and advertising injury“ arising
out of the "asbestos hazard".
(2)Any damages, judgments, settlements,
loss, costs or expenses that:
(a) May be awarded or incurred by reason
of any claim or suit alleging actual or
threatened injury or damage of any
nature or kind to persons or property
which would not have occurred in
whole or in part but for the "asbestos
hazard";
(b) Arise out of any request, demand,
order or statutory or regulatory
requirement that any insured or others
test for, monitor, clean up, remove,
encapsulate, contain, treat, detoxify or
neutralize or in any way respond to or
assess the effects of an "asbestos
hazard"; or
(c) Arise out of any claim or suit for
damages because of testing for,
monitoring, cleaning up, removing,
encapsulating, containing, treating,
detoxifying or neutralizing or in any
way responding to or assessing the
effects of an "asbestos hazard".
w. Access Or Disclosure Of Conndential Or
Personal Information
"Personal and advertising injury" arising out of
any access to or disclosure of any person's or
organization's confidential or personal
information, including patents, trade secrets,
processing methods, customer lists, financial
information, credit card information, health
HG OO O1 09 16 Page of 21
information or any other type of nonpublic
information.

This exclusion applies even if damages are
claimed for notification costs, credit
monitoring expenses, forensic expenses,
public relations expenses or any other loss,
cost or expense incurred by you or others
arising out of any access to or disclosure of
any person‘s or organization's confidential or
personal information.

COVERAGE MEDICAL PAYMENTS

1. Insuring Agreement
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:
(1) The accident takes place in the "coverage
territory" and during the policy period;
(2) The expenses are incurred and reported
to us within three years of the date of the
accident; and
(3)The injured person submits to
examination, at our expense, by
physicians of our choice as often as we
reasonably require.
b. We will make these payments regardless of
fault. These payments will not exceed the
applicable limit of insurance. We will pay
reasonable expenses for:
(1) First aid administered at the time of an
accident;
(2) Necessary medical, surgical, X-ray and
dental services, including prosthetic
devices; and
(3) Necessary ambulance, hospital,
professional nursing and funeral services.

2. Exclusions
We will not pay expenses for "bodily injury":
a. Any Insured
To any insured, except
"volunteer workers".
b. Hired Person
To person hired to do work for or on behalf
of any insured or tenant of any insured.
c. Injury On Normally Occupied Premises
To person injured on that part of premises
you own or rent that the person normally
occupies.
d. Workers Compensation And Similar Laws
To person, whether or not an "employee" of
Attachment Code: D587565 Master ID: 1491 108, Certificate ID: 22604256 any insured, if beneW[s for the "bodily injury"
are
payable or must be provided under workers‘
compensation or disability benefits law or
similar law.
e. Athletics Activities
To person injured while practicing,
instructing or participating in any physical
exercises or games, sports, or athletic
contests.
f. Products-Completed Operations Hazard
lncluded within the "products-completed
operations hazard".
gt Coverage Exclusions
Excluded under Coverage A.

SUPPLEMENTARY PAYMENTS COVERAGES
AND

1. We will pay, with respect to any claim we
investigate or settle, or any "suit" against an
insured we defend:
a. All expenses we incur.
b. Up to $1 ,OOO for cost of bail bonds required
because of accidents or traffic law violations
arising out ofthe use of any vehicle to which
the Bodily Injury Liability Coverage applies.

We do not have to furnish these bonds.
c. The cost of appeal bonds or bonds to release
attachments, but only for bond amounts
within the applicable limit of insurance. 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
day because of time off from work.
e. All court costs taxed against the insured in
the "suit". However, such costs do not
include attorneys' fees, attorneys' expenses,
witness or expert fees, or any other expenses
of party taxed to the insured.
f. Prejudgment interest awarded against the
insured on that part of the judgment we pay. lf
we make an offer to pay the applicable limit of
insurance, we will not pay any prejudgment
interest based on that period of time after the
offer.
g. All interest on the full amount of any judgment
that accrues after entry of the judgment and
before we have paid, offered to pay, or
deposited in court the part ofthe judgment
that is within the applicable limit of insurance.

These payments will not reduce the limits of
Insurance.

2. If we defend an insured against "suit" and an

Page 10 ends

Attachment Code: D587565 Master ID: 1491 108, Certificate ID: 22604256 party to the
"suit", we will defend that indemnitee
if all of the following conditions are met:
a. The "suit" against the indemnitee seeks
damages for which the insured has assumed
the liability of the indemnitee in contract or
agreement that is an
"insured contract";
b.This insurance applies to such liability
assumed by the insured;
c. The obligation to defend, or the cost of the
defense of, that indemnitee, has also been
assumed by the insured in the same
"insured
contract";
d. The allegations in the "suit" and the
information we know about the "occurrence"
are such that no conflict appears to exist
between the interests of the insured and the
interests of the indemnitee;
e. The indemnitee and the insured ask us to
conduct and control the defense of that
indemnitee against such "suit" and agree that
we can assign the same counsel to defend
the insured and the indemnitee; and
f. The indemnitee:
(1) Agrees in writing to:
(a) Cooperate with us in the investigation,
settlement or defense of the "suit";
(b) immediately send us copies of any
demands, notices, summonses or legal
papers received in connection with the "suit";
(c) Notify any other insurer whose
coverage is available to the
indemnitee; and
(d)Cooperate with us with respect to
coordinating other applicable
insurance available to the indemnitee;
and
(2) Provides us with written authorization to:
(a) Obtain records and other information
related to the "suit"; and
(b) Conduct and control the defense ofthe
indemnitee in such "suit”.

So long as the above conditions are met,
attorneys' fees incurred by us in the defense of
that indemnitee,
necessary litigation expenses incurred by us and
necessary litigation expenses incurred by the
indemnitee at our request will be paid as
Supplementary Payments. Notwithstanding the
provisions of Paragraph 2.b.(2) of Section l—
Coverage Bodily Injury And Property
Damage Liability, such payments will not be
deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance.

Attachment Code: D587565 Master ID: 1491 108, Certificate ID: 22604256 Our obligation to defend an insured's indemnitee
and to pay for attorneys’ fees and necessary
litigation expenses as Supplementary Payments
ends when:
a. We have used up the applicable limit of
insurance in the payment ofjudgments or
settlements; or
b. The conditions set forth above, or the terms of
the agreement described in Paragraph f.
above, are no longer met.

SECTION ii WHO IS AN INSURED

1. lf you are designated in the Declarations as:
a. An individual, you and your spouse are
insureds, but only with respect to the conduct
of business of which you are the sole
owner.
b. partnership orjoint venture, you are an
insured. Your members, your partners, and
their spouses are also insureds, but only with
respect to the conduct of your business.
c. limited liability company, you are an
insured. Your members are also insureds, but
only with respect to the conduct of your
business. Your managers are insureds, but
only with respect to their duties as your
managers.
d. An organization other than partnership, joint
venture or limited liability company, you are
an insured. Your "executive officers" and
directors are insureds, but only with respect to
their duties as your officers or directors. Your
stockholders are also insureds, but only with
respect to their liability as stockholders.
e. trust, you are an insured. Your trustees are
also insureds, but only with respect to their
duties as trustees.

2. Each ofthe following is also an insured:
a. Employees And Volunteer Workers
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 partnership, joint
venture or limited liability company) or your
managers (if you are 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 orjoint venture),
to your members (if you are a limited
HG 00 O1 09 16 Page 11 of21
liability company), to co-"employee"
while in the course of his or her
employment or performing duties
related to the conduct of your
business, or to your other "volunteer
workers" while performing duties
related to the conduct of your
business;
(b) To the spouse, child, parent, brother or
sister of that co-"employee" or that "volunteer worker" as consequence of Paragraph (1)(a) above;
(c) For which there is any obligation to
share damages with or repay someone
else who must pay damages because
ofthe injury described in Paragraphs
(1 )(a) or (1 )(b) above; or
(d) Arising out of his or her providing or
failing to provide professional health
care servrces.

If you are not in the business of providing
professional health care services:
(a) Subparagraphs (1)(a), (1)(b) and (1)(c)
above do not apply to any "employee“
or "volunteer worker" providing first aid
services; and
(b) Subparagraph (1 )(d) above does not
apply to any nurse, emergency medical
technician or paramedic employed by
you to provide such services.
(2)
"Property damage" to property:
(a) Owned, occupied or used by,
(b) Rented to, in the care, custody or
control of, or over which physical
control is being exercised for any
purpose by
you, any of your
"employees volunteer
workers", any partner or member (if you
are partnership orjoint venture), or any
member (if you are a limited liability
company).
b. Real Estate Manager
Any person (other than your
"employee" or "volunteer worker"), or any organization while acting as your real estate manager.
c. Temporary Custodians Of Your Property
Any person or organization having proper
temporary custody of your property if you die,
but only:
(1 With respect to liability arising out of the
maintenance or use ofthat property; and
(2) Until your legal representative has been
appointed.
d. Legal Representative lf You Die
Your legal representative if you die, but only
with respect to duties as such. That
representative will have all your rights and
duties under this Coverage Pan.
e. Unnamed Subsidiary
Any subsidiary, and subsidiary thereof, of
yours which is legally incorporated entity of
which you own financial interest of more
than 50% of the voting stock on the effective
date of the Coverage Part.

The insurance afforded herein for any
subsidiary not named in this Coverage Part
as named insured does not apply to injury
or damage with respect to which such insured
is also named insured under another policy
or would be named insured under such
policy but for its termination or the exhaustion
of its limits of insurance.

3. Newly Acquired Or Formed Organization
Any organization you newly acquire or form,
other than partnership, joint venture or limited
liability company, and over which you maintain
financial interest of more than 50% ofthe voting
stock, will qualify as Named Insured if there is
no other similar insurance available to that
organization. However:
a. Coverage under this provision is afforded only
until the 180th day after you acquire or form
the organization or the end of the policy
period, whichever is earlier;
b. Coverage does not apply to "bodily injury"
or "property damage" that occurred before
you acquired or formed the organization; and
c. Coverage does not apply to "personal and
advertising injury" arising out of an offense
committed before you acquired or formed the
organization.

4. Nonowned Watercraft
With respect to watercraft you do not own that is
less than 51 feet long and is not being used to
carry persons for a charge, any person is an
insured while operating such watercraft with your
permission. Any other person or organization
responsible for the conduct of such person is
also an insured, but only with respect to liability
arising out of the operation of the watercraft, and
only if no other insurance of any kind is available
to that person or organization for this liability.

However, no person or organization is an insured
with respect to:
a. "Bodily injury" to co-"employee" of the
person operating the watercraft; or
b. "Property damage" to property owned by,
rented to, in the charge of or occupied by you
or the employer of any person who is an
insured under this provision.

Attachment Code: D587565 Master ID: 1491 108, Certificate ID: 22604256

5.Additional insureds When Required By
Written Contract, Written Agreement Or
Permit
The following person(s) or organization(s) are an
additional insured when you have agreed, in
written contract, written agreement or because of
permit issued by state or political subdivision,
that such person or organization be added as an
additional insured on your policy, provided the
injury or damage occurs subsequent to the
execution of the contract or agreement.
person or organization is an additional insured
under this provision only for that period oftime
required by the contract or agreement.

However, no such person or organization is an
insured under this provision if such person or
organization is included as an insured by an
endorsement issued by us and made part of
this Coverage Part.
a. Vendors
Any person(s) or organization(s) (referred to
below as vendor), 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 and only if this Coverage Part
provides coverage for "bodily injury" or "property damage” included within the "products-completed operations hazard". (1) The insurance afforded the vendor is
subject to the following additional
exclusions:

This insurance does not apply to:
(a)
"Bodily injury" or "property damage" for
which the vendor is obligated to pay
damages by reason of the assumption
of liability in contract or agreement.

This exclusion does not apply to
liability for damages that the vendor
would have in the absence of the
contract or agreement;
(b) Any express warranty unauthorized by
YOU;
(c) Any physical or chemical change in the
product made intentionally by the
vendon
(d) 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;
(e) Any failure to make such inspections,
adjustments, tests or servicing as the
vendor has agreed to make or normally

Page 12 ends

undertakes to make in the usual
course of business, in connection with
the distribution or sale of the products;
(f)Demonstration, installation, servicing
or repair operations, except such
operations performed at the vendor's
premises in connection with the sale of
the product;
(g) Products which, after distribution or
sale by you, have been labeled or
relabeled or used as container, part
or ingredient of any other thing or
substance by or for the vendor; or
(h)
"Bodily injury" or"property damage"
arising out ofthe 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:
(i) The exceptions contained in Sub—
paragraphs (d) or (f); or
(ii) 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.
(2) 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.
b. Lessors Of Equipment
(1) Any person(s) or organization(s) from
whom you lease equipment; but only with
respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in
part, by your maintenance, operation or
use of equipment leased to you by such
person(s) or organization(s).
(2) With respect to the insurance afforded to
these additional insureds this insurance
does not apply to any
"occurrence" which
takes place after the equipment lease
expires.
c. Lessors Of Land Or Premises
Any person or organization from whom you
lease land or premises, but only with respect
to liability arising out of the ownership,
maintenance or use of that part of the land or
premises leased to you.

With respect to the insurance afforded these
addlitional exc usions
insureds
ap
the followmg additional
HG OO 01 09 16 Page 13 of21
Attachment Code: D587565 Master ID: 1491 108, Certificate ID: 22604256 This insurance does not apply to:

1. Any ”occurrence" which takes place after
you cease to lease that land; or

2. Structural alterations, new construction or
demolition operations performed by or on
behalf of such person or organization.

Architects, Engineers Or Surveyors
Any architect, engineer, or surveyor, but only
with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part,
by your acts or omissions or the acts or
omissions of those acting on your behalf:
(1) In connection with your premises; or
(2)ln the performance of your ongoing
operations performed by you or on your
behalf.

With respect to the insurance afforded these
additional insureds, the following additional
exclusion applies:

This insurance does not apply to
"bodily
injury" "property damage" or
"personal and
advertismg injury" arising out of the rendering
of or the failure to render any professional
services by or for you, including:

1. The preparing, approving, or failing to
prepare or approve, maps, shop drawings,
opinions, reports, surveys, field orders,
change orders or drawings and
specifications; or

2. Supervisory, inspection, architectural or
engineering activities.

This exclusion applies even if the claims
against any insured allege negligence or
other wrongdoing in the supervision, hiring,
employment, training or monitoring of others
by that insured, if the "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 services by or for you.
.Permits Issued By State Or Political
Subdivisions
Any state or political subdivision, but only with
respect to operations performed by you or on
your behalf for which the state or political
subdivision has issued permit.

With respect to the insurance afforded these
additional insureds, this insurance does not
apply to:
(1)
"Bodily injury", "property damage" or
"personal and advertising injury" arising
out of operations performed for the state
or municipality; or
(2)"Bodily injury" or "property damage"
included within the "products-completed
operations hazard'i
f. Any Other Party
Any other person or organization who is not
an additionai insured under Paragraphs a.
through e. above, but only with respect to
liability for "bodily injury”, "property damage"
or "personal and advertising injury" caused, in
whole or in part, by your acts or omissions or
the acts or omissions of those acting on your
behalf:
(1)ln the performance of your ongoing
operations;
(2) In connection with your premises owned
by or rented to you; or
(3)ln connection with "your work" and
included within the "products-completed
operations hazard", but only if
(a)The written contract or agreement
requires you to provide such coverage
to such additional insured; and
(b) This Coverage Part provides coverage
for "bodily injury" or
"property damage"
included within the "productscompleted operations hazard".

However:
(1) The insurance afforded to such additional
insured only applies to the extent
permitted by law; and
(2) If coverage provided to the additional
insured is required by contract or
agreement, the insurance afforded to such
additional insured will not be broader than
that which you are required by the contract
or agreement to provide for such
additional insured.

With respect to the insurance afforded to
these additional insureds, this insurance does
not apply to:
"Bodily injury property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any
professional architectural, engineering or
surveying services, including:
(1) The preparing, approving, or failing to
prepare or approve, maps, shop drawings,
opinions, reports, surveys, field orders,
change orders or drawings and
specifications; or
(2) Supervisory, inspection, architectural or
engineering activities.

This exclusion applies even if the claims
against any insured allege negligence or QmEIoWm§QHCPIEWHéW WWWcf‘dtHSrs Attachment Code: D587565 Master ID: 1491 108, Certificate ID: 22604256 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 services by or for you.

The limits of insurance that apply to additional
insureds is described in Section ill Limits Of
lnsurance.

How this insurance applies when other insurance
is available to the additional insured is described
in the Other Insurance Condition in Section IV -—
Commercial General Liability Conditions.

No person or organization is an insured with respect
to the conduct of any current or past partnership,
joint venture or limited liability company that is not
shown as Named Insured in the Declarations.

SECTION lll LIMITS OF INSURANCE

1. The Most We Will Pay
The Limits of Insurance shown in the
Declarations and the rules below fix the most we
will pay regardless of the number of:
a. lnsureds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or
bringing "suits".

2. General Aggregate Limit
The General Aggregate Limit is the most we will
pay for the sum of:
a. Medical expenses under Coverage C;
b.Damages under Coverage A, except
damages because of
"bodily injury" or
"property damage" included in the
"products—
completed operations hazard"; and
c. Damages under Coverage B.

Products-Completed Operations Aggregate
Limit
The Products-Completed Operations Aggregate
Limit is the most we will pay under Coverage
for damages because of "bodily injury" and "property damage" included in the "products— completed operations hazard".

Personal And Advertising Injury Limit
Subject to 2. above, the Personal and
Advertising Injury Limit is the most we will pay
under Coverage B for the sum of all damages
because of all "personal and advertising injury"
sustained by any one person or organization.

Each Occurrence Limit
Subject to 2. or 3. above, whichever applies, the
Each Occurrence Limit is the most we will pay for
the sum of:
a. Damages under Coverage A; and

Page 14 of 21 ends

b. Medical expenses under Coverage
because of all
"bodily injury" and "proper‘ty
damage" arising out of any one “occurrence".

6. Damage To Premises Rented To You Limit
Subject to 5. above, the Damage To Premises
Rented To You Limit is the most we will pay
under Coverage for damages because of "property damage“ to any one premises, while rented to you, or in the case of damage by fire,
Iightning or expiosion, while rented to you or
temporarily occupied by you with permission of
the ownert
In the case of damage by fire, lightning or
explosion, the Damage to Premises Rented To
You Limit applies to all damage proximately
caused by the same event, whether such
damage results from nre, lightning or explosion
or any combination of these.

7. Medical Expense Limit
Subject to 5. above, the Medical Expense Limit is
the most we will pay under Coverage for all
medical expenses because of "bodily injury"
sustained by any one person.

8. How Limits Apply To Additional lnsureds
lf you have agreed in written contract or written
agreement that another person or organization
be
added as an additional insured on your policy,
the most we will pay on behalf of such additional
insured is the lesser of:
a. The limits of insurance specified in the written
contract or written agreement; or
b.The Limits of Insurance shown in the
Declarations.

Such amount shall be part of and not in
addition to Limits of Insurance shown in the
Declarations and described in this Section.

The Limits of Insurance of this Coverage Part apply
separately to each consecutive annual period and to
any remaining period of less than 12 months,
starting with the beginning of the policy period
shown in the Declarations, unless the policy period
is extended after issuance for an additional period of
less than 12 months. In that case, the additional
period will be deemed part ofthe last preceding
period for purposes of determining the Limits of
Insurance.

SECTION IV COMMERCIAL GENERAL

LIABILITY CONDITIONS

1. Bankruptcy
Bankruptcy or insolvency of the insured or of the
insured's estate will not relieve us of our
obligations under this Coverage Part.

2. Duties In The Event Of Occurrence, Offense,
Claim Or Suit
HG 00 01 09 16 Page 15of 21
Attachment Code: D587565 Master ID: 1491 108, Certificate ID: 22604256 a. Notice Of Occurrence Or Offense
You or any additional insured must see to it
that we are notified as soon as practicable of
an "occurrence" or an offense which may
result in claim. To the extent possible,
notice should include:
(1) How, when and where the "occurrence" or
offense took place;
(2) The names and addresses of any injured
persons and witnesses; and
(3) The nature and location of any injury or
damage arising out of the "occurrence" or
offense.
b. Notice Of Claim
If claim is made or "suit" is brought against
any insured, you or any additional insured
must:
(1) Immediately record the specifics ofthe
claim or "suit" and the date received; and
(2) Notify us as soon as practicable.

You or any additional insured must see to it
that we receive written notice of the claim or "suit" as soon as practicable. c.Assistance And Cooperation Of The
Insured
You and any other involved insured must:
(1) Immediately send us copies of any
demands, notices, summonses or legal
papers received in connection with the
claim or "suit";
(2) Authorize us to obtain records and other
information;
(3) Cooperate with us in the investigation or
settlement of the claim or defense against
the "suit"; and
(4) Assist us, upon our request, in the
enforcement of any right against any person
or organization which may be liable to the
insured because of injury or damage to
which this insurance may also apply.
d. Obligations At The Insureds Own Cost
No insured will, except at that insured's own
cost, voluntarily make payment, assume
any obligation, or incur any expense, other
than for first aid, without our consent.
e. Additional Insureds Other Insurance
If we cover claim or "suit" under this
Coverage Part that may also be covered by
other insurance available to an additional
insured, such additional insured must submit
such claim or
"suit" to the other insurer for
defense and indemnity.

However, this provision does not apply to the
extent that you have agreed in written
contract or written agreement that this
insurance is primary and non~contributory
with the additional insured's own insurance.
f. Knowledge Of An Occurrence, Offense,
Claim Or Suit
Paragraphs a. and b. apply to you or to any
additional insured only when such "occurrence", offense, claim or "suit" is known to:
(1) You or any additional insured that is an
individual;
(2) Any partner, if you or the additional
insured is partnership;
(3) Any manager, if you or the additional
insured is limited liability company;
(4) Any "executive officer" or insurance
manager, if you or the additional insured is
corporation;
(5)Any trustee, if you or the additional
insured is trust; or
(6) Any elected or appointed official, if you or
the additional insured is political
subdivision or public entity.

This duty applies separately to you and any
additional insured.

3. Legal Action Against Us
No person or organization has right under this
Coverage Part:
a. To join us as party or othenNise bring us
into "suit" asking for damages from an
insured; or
b. To sue us on this Coverage Part unless all of
its terms have been fully complied with.
person or organization may sue us to recover
on an agreed settlement or on final judgment
against an insured; but we will not be liable for
damages that are not payable under the terms of
this Coverage Part or
that are in excess ofthe applicable limit of
insurance. An agreed settlement means
settlement and release of liability signed by us,
the insured and the claimant or the claimant's
legal representative.

4. Other Insurance
If other valid and collectible insurance is
available to the insured for loss we cover under
Coverages or of this Coverage Part, our
obligations are limited as follows:
a. Primary Insurance
This insurance is primary except when b.
below applies. If other insurance is also
primary, we will share with all that other
insurance by the method described in c.
below.

Page 16 ends

Attachment Code: D587565 Master ID: 1491 108, Certificate ID: 22604256 b. Excess Insurance
This insurance is excess over any of the other
insurance, whether primary, excess,
contingent or on any other basis:
(1) Your Work
That is Fire, Extended Coverage, Builder's
Risk, Installation Risk or similar coverage
for "your work";
(2) Premises Rented To You
That is fire, lightning or explosion
insurance for premises rented to you or
temporarily occupied by you with
permission ofthe owner;
(3) Tenant Liability
That is insurance purchased by you to
cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with
permission ofthe owner;
(4) Aircraft, Auto Or Watercraft
If the loss arises out ofthe maintenance or
use of aircraft, "autos" or watercraft to the
extent not subject to Exclusion g. of
Section Coverage Bodily Injury
And Property Damage Liability;
(5) Property Damage To Borrowed
Equipment Or Use Of Elevators
lfthe loss arises out of "property damage"
to borrowed equipment or the use of
elevators to the extent not subject to
Exclusion j. of Section Coverage
Bodily Injury And Property Damage
Liability;
(6) When You Are Added As An Additional
Insured To Other Insurance
Any other insurance available to you
covering liability for damages arising out
of the premises or operations, or products
and completed operations, for which you
have been added as an additional insured
by that insurance; or
(7)When You Add Others As An
Additional Insured To This Insurance
Any other insurance available to an
additional insured.

However, the following provisions apply to
other insurance available to any person or
organization who is an additional insured
under this coverage part.
(a) Primary Insurance When Required
By Contract
This insurance is primary if you have
agreed in written contract or written
agreement that this insurance be
primary. If other insurance is also
Attachment Code: D587565 Master ID: 1491 108, Certificatca ID: 22604256 primary, we will share with all that
other insurance by the method
described in C. below.
(b) Primary And Non—Contributory To
Other Insurance When Required By
Contract
If you have agreed in written
contract, written agreement, or permit
that this insurance is primary and noncontributory with the additional insured's own insurance, this insurance
is primary and we will not seek
contribution from that other insurance.

Paragraphs (a) and (b) do not apply to
other insurance to which the additional
insured has been added as an additional
insured.

When this insurance is excess, we will have
no duty under Coverages or to defend
the insured against any "suit" if any other
insurer has duty to defend the insured
against that "suit". If no other insurer defends,
we will undertake to do so, but we will be
entitled to the insured's rights against all
those other insurers.

When this insurance is excess over other
insurance, we will pay only our share of the
amount of the loss, if any, that exceeds the
sum of:
(1)The total amount that all such other
insurance would pay for the loss in the
absence ofthis insurance; and
(2) The total of all deductible and self-insured
amounts under all that other insurance.

We will share the remaining loss, if any, with
any other insurance that is not described in
this Excess Insurance provision and was not
bought specihcally to apply in excess of the
Limits of Insurance shown in the Declarations
of this Coverage Part.
c. Method Of Sharing
lf all of the other insurance permits
contribution by equal shares, we will follow
this method also. Under this approach each
insurer contributes equal amounts until it has
paid its applicable limit of insurance or none
of the loss remains, whichever comes first.

If any ofthe other insurance does not permit
contribution by equal shares, we will
contribute by limits. Under this method, each
insurer's share is based on the ratio of its
applicable limit of insurance to the total
applicable limits of insurance of all insurers.

HG OO 01 09 16 Page 17 of21

5. Premium Audit
a. We will compute all premiums for this
Coverage Part in accordance with our rules
and rates.
b. Premium shown in this Coverage Part as
advance premium is deposit premium only.

At the close of each audit period we will
compute the earned premium for that period
and send notice to the first Named Insured.

The due date for audit and retrospective
premiums is the date shown as the due date
on the bill. If the sum of the advance and
audit premiums paid for the policy period is
greater than the earned premium, we will
return the excess to the first Named Insured.
c. The first Named Insured must keep records of
the information we need for premium
computation, and send us copies at such
times as we may request.

6. Representations
a. When You Accept This Policy
By accepting this policy, you agree:
(1) The statements in the Declarations are
accurate and complete;
(2)Those statements are based upon
representations you made to us; and
(3) We have issued this policy in reliance
upon your representations.
b. Unintentional Failure To Disclose Hazards
lf unintentionally you should fail t0 disclose all
hazards relating to the conduct of your
business that exist at the inception date of
this Coverage Part, we shall not deny
coverage under this Coverage Part because
of such failure.

7. Separation Of lnsureds
Except with respect to the Limits of Insurance,
and any rights or duties specifically assigned in
this Coverage Part to the first Named Insured,
this insurance applies:
a. As if each Named Insured were the only
Named Insured; and
b. Separately to each insured against whom
claim is made or "suit" is brought.

8.Transfer Of Rights Of Recovery Against
Others To Us
a. Transfer Of Rights Of Recovery
lfthe insured has rights to recover all or part
of any payment, including Supplementary
Payments, 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. Waiver Of Rights Of Recovery (Waiver Of
Subrogation)
if the insured has waived any rights of
recovery against any person or organization
for all or part of any payment, including
Suppiementary Payments, we have made
under this Coverage Part, we also waive that
right, provided the insured waived their rights
of recovery against such person or
organization in contract, agreement or
permit that was executed prior to the injury or
damage.

9. When We Do Not Renew
If we decide not to renew this Coverage Part, we
will mail or deliver to the first Named Insured
shown in the Declarations written notice of the
nonrenewal not less than 3O days before the
expiration date.

If notice is mailed, proof of mailing will be
sufficient proof of notice.

SECTION DEFINITIONS

1. "Advertisement" means the widespread public
dissemination of information or images that has
the purpose of inducing the sale of goods,
products or services through:
a. (1) Radio;
(2) Television;
(3) Billboard;
(4) Magazine;
(5) Newspaper; or
b. Any other publication that is given widespread
public distribution.

However, "advertisement" does not include:
a. The design, printed material, information or
images contained in, on or upon the
packaging or labeling of any goods or
products;or
b. An interactive conversation between or
among persons through computer network.

2. "Advertising idea" means anyidea foran
"advertisement".

3."Asbestos hazard" means an exposure or
threat of exposure to the actual or alleged
properties of asbestos and includes the mere
presence of asbestos in any form.

4. "Auto" means:
a. land motor vehicle, trailer or semitrailer
designed for travel on public roads, including
any attached machinery or equipment; or
b.Anco¥npuFsory
oth rlandorfinanCIaehiclet responSI
atis sub'eIfittyTaw or

Page 18 ends

other motor vehicle insurance law where it is
licensed or principally garaged.

However, "auto" does not include
"mobile
equipment".

5. "Bodily injury" means physical:
a. Injury;
b. Sickness;or
c. Disease
sustained by person and, if arising out of the
above, mental anguish or death at any time.

6. "Coverage territory" means:
a. The United States of America (including its
territories and possessions), Puerto Rico and
Canada;
b. International waters or airspace, but only if
the injury or damage occurs in the course of
travel or transportation between any places
included in a. above; or
c. All other parts of the world if the injury or
damage arises out of:
(1) Goods or products made or sold by you in
the territory described in a. above;
(2) The activities of person whose home is
in the territory described in a. above, but is
away for short time on your business; or
(3)
"Personal and advertising injury" offenses
that take place through the Internet or
similar electronic means of communication
provided the insured's responsibility to pay
damages is determined in the United States of
America (including its territories and possessions),
Puerto Rico or Canada, in "suit” on the merits
according to the substantive law in such territory or
in settlement we agree to.

7. "Employee" includes "leased worker". "Employee" does not include "temporary worker".

8. "Employment~Related Practices" means:
a. Refusal to employ that person;
b. Termination of that person's employment; or
c. Employment—related practices, policies, acts
or omissions, such as coercion, demotion,
evaluation, reassignment, discipline,
defamation, harassment, humiliation,
discrimination or malicious prosecution
directed at that person.

9. "Executive officer" means person holding any
of the officer positions created by your charter,
constitution, by-laws or any other similar
governing document.

10."Hostile hre" means one which becomes
uncontrollable or breaks out from where it was
intended to be.

Attachment Code: D587565 Master ID: 1491 108, Certificate ID: 27604256 Attachment Code: D587565 Master ID: 1491 108, Certificate ID: 22604256

11. "impaired property" means tangible property,
other than "your product" or "your work", that
cannot be used or is Iess useful because:
a. It incorporates "your product" or
"your work"
that is known or thought to be defective,
dencient, inadequate or dangerous; or
b. You have failed to fulfili the terms of
contract or agreement;
if such property can be restored to use by the
repair, replacement, adjustment or removal of "your product“ or "your work", or your fulfilling the terms of the contract or agreement.
12 I! Insured contract" means:
a. contract for a lease of premises. However,
that portion of the contract for lease of
premises that indemnifies any person or
organization for damage by fire, lightning or
explosion to premises while rented to you or
temporarily occupied by you with permission
of the owner is subject to the Damage to
Premises Rented To You Limit described in
Section Ill Limits of Insurance;
b. sidetrack agreement;
c. Any easement or license agreement,
including an easement or license agreement
in connection with construction or demolition
operations on or within 5O feet of railroad;
d. An obligation, as required by ordinance, to
indemnify municipality, except in connection
with work for municipality;
e. An elevator maintenance agreement;
f. That part of any other contract or agreement
pertaining to your business (including an
indemnification of municipality in connection
with work performed for municipality) under
which you assume the tort liability of another
party to pay for "bodily injury" or "property
damage" to third person or organization,
provided the "bodily injury" or "property
damage" is caused, in whole or in part, by
you or by those acting on your behalf. Tort
liability means liability that would be
imposed by law in the absence of any
contract or agreement.

Paragraph f. includes that part of any contract
or agreement that indemnifies railroad for "bodily injury" or "property damage" arising out of construction or demolition operations,
within 5O feet of any railroad property and
affecting any railroad bridge or trestle, tracks,
road—beds, tunnel, underpass or crossing.

However, Paragraph f. does not include that
part of any contract or agreement:
(1) That indemnifies an architect, engineer or
surveyor for injury or damage arising out
of:

HG 00 O1 09 16 Page 19 of 21
(a) Preparing, approving, or failing to
prepare or approve, maps, shop
drawings, opinions, reports, surveys,
field orders, change orders or drawings
and specifications; or
(b) Giving directions or instructions, or
failing to give them, if that is the
primary cause of the injury or damage;
or
(2) Under which the insured, if an architect,
engineer or surveyor, assumes liability for
an injury or damage arising out of the
insured's rendering or failure to render
professional services, including those listed
in (1) above and supervisory, inspection,
architectural or engineering activities.

13."Leased worker" means person leased to you
by labor leasing firm under an agreement
between you and the labor leasing firm, to
perform duties related to the conduct of your
business. "Leased worker" does not include "temporary worker“.

14."Loading or unloading" means the handling of
property:
a. After it is moved from the place where it is
accepted for movement into or onto an
aircraft, watercraft or
"auto";
b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft,
watercraft or "auto" to the place where it is
finally delivered;
but "loading or unloading" does not include the
movement of property by means of mechanical
device, other than hand truck, that is not
attached to the aircraft, watercraft or "auto".

15."Mobile equipment" means any of the following
types of land vehicles, including any attached
machinery or equipment:
a. Bulldozers, farm machinery, forklifts and other
vehicles designed for use principally off public
roads;
b. Vehicles maintained for use solely on or next
to premises you own or rent;
c. Vehicles that travel on crawler treads;
d. Vehicles, whether self-propelled or not,
maintained primarily to provide mobility to
permanently mounted:
(1) Power cranes, shovels, loaders, diggers or
drills; or
(2) Road construction or resurfacing
equipment such as graders, scrapers or
rollers;
e. Vehicles not described in a., b., c. or d. above
that are not self-propelled and are maintained
primarily to provide mobility to permanently
attached equipment of the following types:
(1 Air compressors, pumps and generators,
including spraying, welding, building
cleaning, geophysical exploration, lighting
and well servicing equipment; or
(2) Cherry pickers and similar devices used to
raise or lower workers;
f. Vehicles not described in a., b., c. or d, above
maintained primarily for purposes other than
the transportation of persons or cargo.

However, self-propelled vehicles with the
following types of permanently attached
equipment are not "mobile equipment" but will
be considered "autos":
(1) Equipment designed primarily for:
(a) Snow removal;
(b) Road maintenance, but not
construction or resurfacing; or
(c) Street cleaning;
(2) Cherry pickers and similar devices
mounted on automobile or truck chassis
and used to raise or lower workers; and
(3) Air compressors, pumps and generators,
including spraying, welding, building
cleaning, geophysical exploration, lighting
and well servicing equipment.

However, "mobile equipment" does not include
any land vehicle that is subject to compulsory
or financial responsibility law or other motor
vehicle insurance law where it is licensed or
principally garaged. Land vehicles subject to
compulsory or financial responsibility law or other
motor vehicle insurance law are considered "autos".

16."Occurrence" means an accident, including
continuous or repeated exposure to substantially
the same general harmful conditions.

17."Personal and advertising injury" means
injury, including consequential "bodily injury",
arising out of one or more ofthe following
offenses:
a. False arrest, detention or imprisonment;
b. Malicious prosecution;
c. The wrongful eviction from, wrongful entry
into, or invasion ofthe right of private
occupancy of room, dwelling or premises
that person or organization occupies,
committed by or on behalf of its owner,
landlord or lessor;
d. Oral, written or electronic publication, in any
manner, of material that slanders or libels
person or organization or disparages
person's or organization's goods, products or
serVIces;

Page 2 ends

e. Oral, written or electronic publication, in any
manner, of material that violates person's
right of privacy;
f. Copying, in your
"advertisement", person’s
or organization’s ”advertising idea" or style of "advertisement"; or g. Infringement of copyright, slogan, or title of
any literary or artistic work, in your "advertisement".

18."Pollutants" mean any solid, liquid, gaseous or
thermal irritant or contaminant, including smoke,
vapor, soot, fumes, acids, alkalis, chemicals and
waste. Waste includes materials to be recycled,
reconditioned or reclaimed.

19."Products—completed operations hazard":
a. Includes all "bodily injury" and
"property
damage" occurring away from premises you
own or rent and arising out of "your product"
or
"your work" except:
(1) Products that are still in your physical
posseSSlon; Ol‘
(2) Work that has not yet been completed or
abandoned. However, "your work" will be
deemed completed at the earliest of the
following times:
(a) When all of the work called for in your
contract has been completed.
(b) When all ofthe work to be done at the
job site has been completed if your
contract calls for work at more than
one job site.
(c) When that part of the work done at
job site has been put to its intended
use by any person or organization
other than another contractor or
subcontractor working on the same
project.

Work that may need service,
maintenance, correction, repair or
replacement, but which is otherwise
complete, will be treated as completed.
b. Does not include "bodily injury" or
"property
damage" arising out of:
(1) The transportation of property, unless the
injury or damage arises out of condition
in or on vehicle not owned or operated
by you, and that condition was created by
the "loading or unloading" of that vehicle
by any insured;
(2)The existence of tools, uninstalled
equipment or abandoned or unused
materials; or
(3) Products or operations for which the
classification, listed in the Declarations or
in policy Schedule, states that productsAttachment Code: D587565 Master ID: 1491 108, Certificate ID: 22604256 completed operations are subject to the
General Aggregate Limit.

20."Property damage" means:
ai Physical injury to tangible property, including
all resulting loss of use of that property. All
such loss of use shall be deemed to occur at
the time of the physical injury that caused it;
or
b. Loss of use of tangible property that is not
physically injured. All such loss of use shall
be deemed to occur at the time of the "occurrence" that caused it.

As used in this definition, computerized or
electronically stored data, programs or software
are not tangible property. Electronic data means
information, facts or programs:
a. Stored as or on;
b. Created or used on; or
c. Transmitted to or from;
computer software, including systems and
applications software, hard or floppy disks, CDROMS, tapes, drives, cells, data processing devices or any other media which are used with
electronically controlled equipment.
21 ."Suit" means civil proceeding in which
damages because of
"bodily injury", "property
damage" or "personal and advertising injury" to
which this insurance applies are alleged. "Suit"
includes:
a.An arbitration proceeding in which such
damages are claimed and to which the
insured must submit or does submit with our
consent;or
b.Any other alternative dispute resolution
proceeding in which such damages are
claimed and to which the insured submits with
ourconsent.

22."Tem furnis%e
or ryworker" to you to su gitute
nsa or
erson
permanent
whois
"employee" on leave or to meet seasonal or
short—term workload conditions.

23."Volunteer worker" means person who
a. ls not your
"employee“;
b. Donates his or her work;
c. Acts at the direction of and within the scope
of duties determined by you; and
d. ls not paid fee, salary or other
compensation by you or anyone else for their
work performed for you.

HG 00 O1 09 16 Page 21 of21

24.”Your product":
a. Means:
(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) 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 or use 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.

25."Your work":
a. Means:
(1) Work or operations performed by you or
on your behalf; and
(2) Materials, parts or equipment furnished in
connection with such work or operations.
b. Includes
(1) Warranties or representations made at
any time with respect to the fitness,
quality, durability, performance or use of "your work", and (2) The providing of or failure to provide
warnings or instructions.

Attachment Code: D587565 Master ID: 1491 108, Certificate ID: 22604256 Attachment Code: D587565 Master ID: 1491 108, Certificate ID: 22604256 Attachment Code: D587561 Master ID: 1491 108, Cettificatc 1D: 22604256 Policy Number: 21 CSE 888601

COMMERCIAL AUTOMOBILE
HA 99 16 03 12
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

COMMERCIAL AUTOMOBILE BROAD FORM

ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply.

1. BROAD FORMINSURED d. Any "empioyee" of yours while using A. Subsidiaries and Newly Acquired or covered "auto" you don't own, hire or Formed Organizations borrow in your business or your
The Named Insured shown in the personal affairs.

Declarations is amended to include: C. Lessors as lnsureds (1) Any legal business entity other than
partnership orjoint venture, formed as
subsidiary in which you have an
ownership interest of more than 50% on
the effective date of the Coverage Form.

However, the Named Insured does not
include any subsidiary that is an "insured" under any other automobile policy or would be an "insured“ under
such policy but for its termination or
the exhaustion of its Limit of Insurance.
(2) Any organization that is acquired or
formed by you and over which you
maintain majority ownership. However,
the Named Insured does not include any
newly formed or acquired organization:
(a) That is partnership or joint venture,
(b) That is an "insured" under any other
policy,
(C) That has exhausted its Limit of
Insurance under any other policy, or
(d) 180 days or more after its
acquisition or formation by you,
unless you have given us notice of
the acquisition or formation.

Coverage does not apply to "bodily
injury" or "property damage" that results
from an "accident" that occurred before
you formed or acquired the organization.

B. Employees as lnsureds
Paragraph A1. WHO IS AN INSURED of
SECTION ii LIABILITY COVERAGE is
amended to add:

Paragraph A.1. WHO IS AN INSURED of
Section ii Liability Coverage is amended to
add: e. The lessor of covered "auto" while the
"auto" is leased to you under written
agreement if:
(1) The agreement requires you to
provide direct primary insurance for
the lessor and
(2) The "auto" is leased without driver.

Such leased "auto" will be considered
covered "auto" you own and not covered ”auto" you hire.

Additional Insured if Required by Contract
(1) Paragraph A1 WHO IS AN INSURED
of Section ll Liability Coverage is
amended to add:
f. When you have agreed, in written
contract or written agreement, that
person or organization be added as
an additional insured on your
business auto policy, such person or
organization is an "insured", but only
to the extent such person or
organization is liable for "bodil
injury" or "property damage" cause
by the conduct of an "insured" under
paragraphs a. or b. of Who ls An
Insured with regard to the
ownership, maintenance or use of
covered "auto."
201 1, The Hartford (includes copyrighted material
Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page of The insurance afforded to any such
additional insured applies only ifthe
"bodily injury" or “property damage"
occurs:
(1) During the policy period, and
(2) Subsequent to the execution of such
written contract, and
(3) Prior to the expiration of the period
of time that the written contract
requires such insurance be provided
to the additional insured.
(2) How Limits Apply
If you have agreed in written contract
or written agreement that another
person or organization be added as an
additional insured on your policy, the
most we will pay on behalf of such
additional insured is the lesser of:
(a) The limits of insurance specified in
the written contract or written
agreement; or
(b) The Limits of Insurance shown in
the Declarations.

Such amount shall be part of and not
in addition to Limits of Insurance shown
in the Declarations and described in this
Section.
(3) Additional insureds Other Insurance
If we cover claim or
“suit" under this
Coverage Part that may also be covered
by other insurance available to an
additional insured, such additional
insured must submit such claim or
"suit"
to the other insurer for defense and
indemnity.

However, this provision does not apply
to the extent that you have agreed in
written contract or written agreement
that this insurance is primary and noncontributory with the additional insured's own Insurance.
(4) Duties in The Event Of Accident, Claim,
Suit or Loss
If you have agreed in written contract
or written agreement that another
person or organization be added as an
additional insured on your policy, the
"employee"
additional insured shall be required to
CONDITIONS 2. DUTIES IN THE

EVENT OF ACCIDENT, CLAIM SUIT

OR LOSS OF SECTION IV
BUSINESS AUTO CONDITIONS, in the
same manner as the Named Insured.

Attachment Code: D587561 Master ID: 1491 108, Ceniticate ID: 22604256 E. Primary and Non-Contributory if
Required by Contract
Only with respect to insurance provided to
an additional insured in 1.D. Additional
Insured If Required by Contract, the
following provisions apply:
(3) Primary Insurance When Required By
Contract
This insurance is primary if you have
agreed in written contract or written
agreement that this insurance be
primary. If other insurance is also
primary, we will share with all that other
insurance by the method described in
Other Insurance 5.d.
(4) Primary And Non—Contributory To Other
Insurance When Required By Contract
If you have agreed in written contract
or written agreement that this insurance
is primary and non—contributory with the
additional insured's own insurance, this
insurance is primary and we will not
seek contribution from that other
Insurance.

Paragraphs (3) and (4) do not apply to other
insurance to which the additional insured
has been added as an additional insured.

When this insurance is excess, we will have no
duty to defend the insured against any
"suit" if
any other insurer has duty to defend the
insured against that "suit". If no other insurer
defends, we will undertake to do so, but we will
be entitled to the insured's rights against all
those other insurers.

When this insurance is excess over other
insurance, we will pay only our share of the
amount of the loss, if any, that exceeds the sum
of:
(1) The total amount that all such other
insurance would pay for the loss in the
absence ofthis insurance; and
(2) The total of all deductible and self—insured
amounts under all that other insurance.

We will share the remaining loss, if any, by the
method described in Other Insurance 5.d.

AUTOS RENTED BY EMPLOYEES
Any "auto" hired or rented by your
on your behalf and at your direction will be
The OTHER INSURANCE Condition is amended
by adding the following:
201 1, The Hartford (includes copyrighted material
Form HA 99 16 03 12 of ISO Properties, lnc., with its permission.) Page of If an
”employee's" personal insurance also
applies on an excess basis to covered "auto"
hired or rented by your
"employee" on your
behalf and at your direction, this insurance will
be primary to the "employee’s" personal
Insurance.

AMENDED FELLOW EMPLOYEE EXCLUSION
EXCLUSION 5. FELLOW EMPLOYEE of
SECTION II LIABILITY COVERAGE does not
Coverage is excess over any other collectible
insurance.

HIRED AUTO PHYSICAL DAMAGE COVERAGE
lf hired "autos" are covered "autos" for Liability
Coverage and if Comprehensive, Specified
Causes of Loss, or Collision coverages are
provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you
hire or borrow, subject to the following limit.

The most we will pay for "loss" to any hired
"auto" is:
(1) $100,000;
(2) The actual cash value of the damaged or
stolen property at the time of the "loss"; or
(3)The cost of repairing or replacing the
damaged or stolen property,
whichever is smallest, minus deductible. The
deductible will be equal to the largest deductible
applicable to any owned "auto" for that
coverage. No deductible applies to "loss" caused
by fire or lightning. Hired Auto Physical
coverage is excess over any other collectible
insurance. Subject to the above limit, deductible
and excess provisions, we will provide coverage
equal to the broadest coverage applicable to any
covered "auto" you own.

We will also cover loss of use of the hired "auto"
if it results from an "accident", you are legally
liable and the lessor incurs an actual financial
loss, subject to maximum of $1000 per "accident".

This extension of coverage does not apply to
any
"auto" you hire or borrow from any of your "employees", partners (if you are partnership), members (if you are limited liability company),
or members of their households.

PHYSICAL DAMAGE ADDITIONAL

TEMPORARY TRANSPORTATION EXPENSE

COVERAGE
Paragraph A.4.a. of SECTION iii PHYSICAL
DAMAGE COVERAGE is amended to provide
limit of $50 per day and maximum limit of
$1 ,OOO.

LOAN/LEASE GAP COVERAGE
Under SECTION III PHYSICAL DAMAGE
COVERAGE, in the event of total
"loss" to
covered "auto", we will pay your additional legal
obligation for any difference between the actual
cash value of the "auto" at the time of the "loss"
and the "outstanding balance" of the loan/lease.
"Outstanding balance" means the amount you
owe on the loan/lease at the time of "loss" less
any amounts representing taxes; overdue
payments; penalties, interest or charges
resulting from overdue payments; additional
mileage charges; excess wear and tear charges;
lease termination fees; security deposits not
returned by the lessor; costs for extended
warranties, credit life Insurance, health, accident
or disability insurance purchased with the loan or
lease; and carry—over balances from previous
loans or leases.

AIRBAG COVERAGE
Under Paragraph B. EXCLUSIONS of
SECTION lll PHYSICAL DAMAGE
COVERAGE, the following is added:

The exclusion relating to mechanical breakdown
does not apply to the accidental discharge of an
airbag.

ELECTRONIC EQUIPMENT BROADENED

COVERAGE
a. The exceptions to Paragraphs B.4
EXCLUSIONS of SECTION Ill PHYSICAL
DAMAGE COVERAGE are replaced by the
following:

Exclusions 4.c. and 4.d. do not apply to
equipment designed to be operated solely
by use of the power from the "auto's"
electrical system that, at the time of "loss",
is:
(1) Permanently installed in or upon
the covered "auto";
(2) Removable from housing unit
which is permanently installed in
or upon the covered
"auto";
(3) An integral part ofthe same unit
housing any electronic
equipment descnbed in
Paragraphs (1) and (2) above; or
Attachment Code: D587561 Master ID: 1491 108, Certificate ID: 22604256

5. 2011, The Hartford (includes copyrighted material
Form HA 99 16 03 12 of ISO Properties, lnc., with its permission.) Page of apply if you have workers' compensation
insurance in—force covering all of your "employees".
(4) Necessary for the normal
operation of the covered "auto“ or
the monitoring of the covered "auto operating system.
b.Section Ill Version CA OO 01 03 10 of the
Business Auto Coverage Form, Physical
Damage Coverage, Limit of Insurance,
Paragraph 0.2 and Version CA 00 O1 10 01 of
the Business Auto Coverage Form, Physical
Damage Coverage, Limit of Insurance,
Paragraph are each amended to add the
following:
$1 ,500 is the most we will pay for "loss" in
any one "accident" to all electronic
equipment (other than equipment designed
solely for the reproduction of sound, and
accessories used with such equipment)
that reproduces, receives or transmits
audio, visual or data signals which, at the
time of "loss", is:
(1)Permanently installed in or upon
the covered "auto" in a housing,
opening or other location that is not
normally used by the "auto"
manufacturer for the installation of
such equipment;
(2) Removable from permanently
installed housing unit as described
in Paragraph 2a. above or is an
integral part of that equipment; or
(3) An integral part of such equipment.
c.For each covered "auto", should loss be limited
to electronic equipment only, our obligation to
pay for, repair, return or replace damaged or
stolen electronic equipmentwill be reduced by
the applicable deductible shown in the
Declarations, or $250, whichever deductible is
less.

EXTRA

COVERAGE
Under Paragraph A. COVERAGE of SECTION
III PHYSICAL DAMAGE COVERAGE, we will
pay for the expense of returning stolen covered "auto" to you.

10. GLASS REPAIR WAIVER OF DEDUCTIBLE
Under Paragraph D. DEDUCTIBLE of SECTION
III PHYSICAL DAMAGE COVERAGE, the
following is added:

No deductible applies to glass damage if the
glass is repaired rather than replaced.

11. TWO OR MORE DEDUCTIBLES
Under Paragraph D. DEDUCTIBLE of SECTION
iii PHYSICAL DAMAGE COVERAGE, the
following is added:

EXPENSE BROADENED
If another Hartford Financial Services Group,
Inc. company policy or coverage form that is not
an automobile policy or coverage form applies to
the same "accident", the following applies:
(1) Ifthe deductible under this Business Auto
Coverage Form is the smaller (or smallest)
deductible, it will be waived;
(2) If the deductible under this Business Auto
Coverage Form is not the smaller (or
smallest) deductible, it will be reduced by
the amount of the smaller (or smallest)
deductible.

AMENDED DUTIES IN THE EVENT OF

ACCIDENT, CLAIM, SUIT OR LOSS
The requirement in LOSS CONDITIONS 2a.

DUTIES IN THE EVENT OF ACCIDENT,CLAIM,
SUIT OR LOSS of SECTION IV BUSINESS
AUTO CONDITIONS that you must notify us of
an "accident" applies only when the
"accident" is
known to:
(1) You, if you are an individual;
(2) partner, if you are a partnership;
(3) member, if you are limited liability
company; or
(4) An executive officer or insurance manager, if
you are a corporation.

UNINTENTIONAL FAILURE TO DISCLOSE

HAZARDS
If you unintentionally fail to disclose any hazards
existing at the inception date of your policy, we
will not deny coverage under this Coverage
Form because of such failure.

HIRED AUTO COVERAGE TERRITORY
Paragraph e. of GENERAL CONDITIONS 7.

POLICY PERIOD, COVERAGE TERRITORY
of SECTION IV BUSINESS AUTO
CONDITIONS is replaced by the following:
e. For short—term hired "autos", the coverage
territory with respect to Liability Coverage is
anywhere in the world provided that if the
"insured's" responsibility to pay damages for
"bodily injury" or "property damage“ is
determined in “suit," the "suit" is brought in
the United States of America, the territories
and possessions of the United States of
America, Puerto Rico or Canada or in
settlement we agree to.

15. WAIVER OF SUBROGATION

TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US of SECTION IV
BUSINESS AUTO CONDITIONS is amended by
adding the following:
2011, The Hartford (includes copyrighted material
Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page of Attachment Code: D587561 Master ID: 1491 108, Certificate ID: 22604256

12. 13.

14. Attachment Code: D587561 Master ID: 1491 108, Ceniflcatc ID: 22604256 We waive any right of recovery we may have
against any person or organization with whom
you have written contract that requires such
waiver because of payments we make for
damages under this Coverage Form.

16. RESULTANT MENTAL ANGUISH COVERAGE
The definition of "bodiiy injury" in SECTION VDEFINITIONS is replaced by the following:
"Bodily injury" means bodily injury, sickness or
disease sustained by any person, including
mental anguish or death resulting from any of
these.

17. EXTENDED CANCELLATION CONDITION
Paragraph 2. of the COMMON POLICY
CONDITIONS CANCELLATION applies
except as follows:

If we cancel for any reason other than
nonpayment of premium, we will mail or deliver
to the nrst Named insured written notice of
cancellation at least 6O days before the effective
date of cancellation.

18. HYBRID, ELECTRIC, OR NATURAL GAS

VEHICLE PAYMENT COVERAGE
In the event of total loss to "non-hybrid" auto
for which Comprehensive, Specified Causes of
Loss, or Collision coverages are provided under
this Coverage Form, then such Physical
Damage Coverages are amended as follows:
a.lf the auto is replaced with "hybrid" auto or
an auto powered solely by electricity or natural
gas, we will pay an additional 10%, to
maximum of $2,500, of the "non-hybrid” auto's
actual cash value or replacement cost,
whichever is less,
b.The auto must be replaced and copy of bill
of sale or new lease agreement received by us
within 60 calendar days of the date of
"loss,"
c.Regardless of the number of autos deemed
total loss, the most we will pay under this
Hybrid, Electric, or Natural Gas Vehicle
Payment Coverage provision for any one
"loss" is $10,000.

For the purposes of the coverage provision,
a.A "non-hybrid" auto is defined as an auto that
uses only an internal combustion engine to
move the auto but does not include autos
powered solely by electricity or natural gas.
b.A "hybrid" auto is denned as an auto with an
internal combustion engine and one or more
electric motors; and that uses the internal
combustion engine and one or more electric
motors to move the auto, or the internal
combustion engine to charge one or more
electric motors, which move the auto.

19. VEHICLE WRAP COVERAGE
In the event of total loss to an "auto" for which
Comprehensive, Specified Causes of Loss, or
Collision coverages are provided under this
Coverage Form, then such Physical Damage
Coverages are amended to add the following:

In addition to the actual cash value of the “auto",
we will pay up to $1 ,000 for vinyl vehicle wraps
which are displayed on the covered
"auto" at the
time of total loss. Regardless of the number of
autos deemed total loss, the most we will pay
under this Vehicle Wrap Coverage provision for
any one "loss" is $5,000. For purposes ofthis
coverage provision, signs or other graphics
painted or magnetically affixed to the vehicle are
not considered vehicle wraps.
201 1, The Hartford (includes copyrighted material
Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page of Attachment Code: D587561 Master ID: 1491 108, Celtiflcate 1D: 22604256 Attachment Code: D587582 Master ID: 1491 108, Certiticatc 1D: 22604256 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ lT CAREFULLY.

WAIVER OF OUR RIGHT TO RECOVER

FROM OTHERS ENDORSEMENT
Policy Number: 22 WB BRQRZL Endorsement Number:

Effective Date: 05/01/25 Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address: NV5 GLOBAL, INC.
200 PARK RD STE 350
HOLLYWOOD FL 33021
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 shall not operate directly or indirectly to benefit anyone not named in the Schedule.

SCHEDULE
Any person or organization for whom you are required by contract or agreement to obtain this waiver from us.

Endorsement is not applicable in KY, NH, NJ or for any MO construction risk Countersigned by
Authorized Representative
Form WC 00 O3 13 Printed in U.S.A.

Process Date: 05/06/25 Policy Expiration Date: 05/01/26 Attachment Code: D587584 Master ID: 1491 108, Certificate ID: 22604256 §\\ (w
.1 at?
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF OUR RIGHT TO RECOVER FROM

OTHERS ENDORSEMENT CALIFORNIA
Policy Number: 22 WB BR9RZL Endorsement Number: Effective Date: 05/01/25 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: NV5 GLOBAL, INC. 200 PARK RD STE 350
HOLLYWOOD FL 33021
We have the right to recover our payments from anyone Iiable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Scheduie. (This agreement applies only to the extent that you perform work under written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Scheduie.

The additional premium for this endorsement shall be of the California workers' compensation premium otherwise due on such remuneration.

SCHEDULE
Person or Organization Job Description
Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us
Countersigned by Authorized Representative
Form WC O4 03 06 (1) Printed in U.S.A.

Process Date: 05/06/25 Policy Expiration Date: 05/01/26 Attachment Code: D662981 Master ID: 1491 108, Certificate ID: 22604256 21 CSE 888600
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S)
This policy i3 subiact to the following additional If notice is mailed. proof of mailing to the last Con-ditiuns: known mailing address oi the cerliiicate halder(s) If this policy is cancelled by tha Company. othar
than for nonpayment of premium. nuiice of such
cancellatiun will be pmvideti to the certificata
haldems) with mailing addresses on file with the
agent of record. Such nutice will be pmvided
within 30 days of ihe Cumpany's receipt of
certificate holderts) information from the agent of
record.
an file with the agent af record will be sufiicient
proof of notice
Any notification rights provided by this
endorsement apply only to active certiiicate
holder{s) who were issued certificate oi
insurance applicable to this policy's term
Form IH 03 22 DB 12 Page of
@I 2012, The Hartford
21 CSE 388601
Attachment Code: D662982 Master ID: 1491 108, Ceniflcate ID: 22604256 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S)
This policy is subject to the fullowing additional
Conditions: If this pullcy is canceiled by the Ca-mpany, other than for nanpayment of premium. notice of such
canceitation will be provided to the certificate
holder{s} with mailing addresses 0n file with the
agent of record: Such notice wili be provided
within 30 days of the Company‘s receipt of
certificate haldeds) infonnatitm frnrn the agent of
record
if natice is mailed. proof of maiiing to the last
known mailing addresS of the certificate hoideris)
Form IH 03 1U DE 11
on tile with the agent of record will be sulticient
proof of notice:

Any notification rights provided by this
endareemenl apply enly ta active certificate
holderis) who were issued certificate at
insurance applicable to this policy’s term.

Failure ta provide such notice to the certificate
holderis) will not amend cr extend the date the
cancellation beccmes eftective‘ nor will it negate
cancellation 0f the pclicy. Failure to» send nctice
shalt impose no liability ct any kind upon the
Company or its agents or representatives.

Page of1
Cei 2U11,The Hartford
Attachment Code: D662983 Master ID: 1491 108, Certificate 1D: 22604256 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S)
Policy Number: 22 WB BRQRZL
Effective Date: 05/01/25 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: NV5 GLOBAL, INC.

This policy is subject to the following additional
Conditions:

A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such
cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the
certificate holder(s) with mailing addresses on file
with the agent of record or the Company.

B. If this policy is cancelled by the Company for
non-payment of premium, or by the insured, notice
of such cancellation will be provided within ten (10)
days ofthe cancellation effective date to the
certificate holder(s) with mailing addresses on file
with the agent of record or the Company.

Form WC 99 03 94 Printed in U.S.A.

Process Date: 05/06/25
200 PARK RD STE 350
HOLLYWOOD FL 33021
If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient
proof of notice.

Any notification rights provided by this endorsement
apply only to active certificate holder(s) who were
issued
certificate of insurance applicable to this policy’s term.

Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation
becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or
Policy Expiration Date: 05/01/26
2011, The Hartford
Endorsement Number:

Ammmmm Cm: WWwrlID:1§$9HD88, Ccniflcate ID: 22604256
General Liability Policy Number: 21 CSE 888600
Automobile Liability Policy Number: 21 CSE 888601
Umbrella Liability Policy Number: GA24UMRZOHBL9IC
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S)
This policy is subject to the following additional
Conditions:

Ifthis policy is cancelled by the Company, other
than for nonpayment of premium, notice of such
cancellation will be provided to the certificate
holder(s) with mailing addresses on file with the
agent of record. Such notice will be provided within
3O days of the Company's receipt of certificate
holder(s) information from the agent of record.

Form IH O3 22 O8 12
if notice is mailed, proof of mailing to the last known mailing address ofthe certificate holder(s) on file
with the agent of record will be sufficient proof of
nouce.

Any notification rights provided by this endorsement
apply only to active certificate holder(s) who were
issued certificate of insurance applicable to this
policy's term
Page of 2012, The Hartford

AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement is made and entered into as of November 24, 2025 by and between the City of Malibu, a municipal corporation (hereinafter referred to as the "City"), and Premium Planning Solutions, a California corporation (hereinafter referred to as "Consultant").

The City and the Consultant agree as follows:

R E C I T A L S
A. The City does not have the personnel able and/or available to perform the services required under this Agreement.

B. The City desires to contract out for consulting services for certain projects relating to planning services in response to the City’s recovery efforts.

G. The City desires to contract with the Consultant to perform the services as described in Exhibit A of this Agreement.

NOW, THEREFORE, the City and the Consultant agree as follows:

Attachment 15
Agreement for Professional Services
Premium Planning Solutions, Inc.

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4.1 The Consultant shall submit to the City, by no later than the 10th day of each month, its bill for services itemizing the fees and costs incurred during the previous month.

The City shall pay the Consultant all uncontested amounts set forth in the Consultant's bill within 30 days after it is received.

6.0 GENERAL TERMS AND CONDITIONS.

If the Consultant terminates this Agreement without cause, the Consultant shall be paid only for Agreement for Professional Services
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those services completed in a manner satisfactory to the City.

6.2 Non-Assignability. The Consultant shall not assign or transfer any interest in this Agreement without the express prior written consent of the City.

Consultant’s duty to defend shall consist of reimbursement of defense costs incurred by City in direct proportion to the Consultant’s proportionate percentage of fault.

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6.8 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of the Consultant.

Agreement for Professional Services
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Agreement for Professional Services
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b. This Agreement shall be construed without regard to the identity of the persons who drafted its various provisions. Each and every provision of this Agreement shall be construed as though each of the parties participated equally in the drafting of same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement.
c. The article and section, captions and headings herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction.
d. Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural.

6.11 Counterparts. This Agreement may be executed in counterparts and as so executed shall constitute an agreement which shall be binding upon all parties hereto.

Page 7 of 28 ends

shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.

6.16 Mitigation of Damages. In all such situations arising out of this Agreement, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.

6.20 Notices. Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:

CITY: Candace Bond CONSULTANT: Marina Sek
Interim City Manager Principal Agent
City of Malibu Premium Planning Solutions,
Inc.
23825 Stuart Ranch Road 18 Sebastian
Malibu, CA 90265-4861 Irvine, CA 92602
TEL (310) 456-2489 x 226 TEL (323) 350-1716
FAX (310) 456-2760 [email protected] 6.21 Warranty of Authorized Signatories and Acceptance of Facsimile or Electronic Signatures. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the party for whom he or she purports to sign. The Parties agree that this Contract, agreements ancillary to this Contract, and related documents to be entered into in connection with this Contract will be considered signed when the signature of a party is delivered physically or by facsimile transmission or scanned and Agreement for Professional Services
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delivered via electronic mail. Such facsimile or electronic mail copies will be treated in all respects as having the same effect as an original signature.

7.0 FEMA AND CALOES FUNDING REQUIREMENTS.

7.1.1. 2 C.F.R. Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which is expressly incorporated herein by reference.

7.1.2. Federal Contract Provisions attached hereto as Exhibit D and incorporated herein by reference.

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8.0 GENERAL TERMS AND CONDITIONS. (City and Consultant initials required at EITHER 8.1 or 8.2)

City Initials ______
Consultant Initials ______

8. 2 Disclosure not Required. By their initials next to this paragraph, City and Consultant hereby acknowledge that Consultant is not a “consultant” for the purpose of the California Political Reform Act because Consultant’s duties and responsibilities are not within the scope of the definition of consultant in Fair Political Practice Commission Regulation 18700.3(a) and is otherwise not serving in staff capacity in accordance with the City’s Conflict of Interest Code.

City Initials ______
Consultant Initials ______
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This Agreement is executed on _____________________, at Malibu, California, and effective as of November 24, 2025.

CONSULTANT:

Premium Planning Solutions, a California corporation ___________________________________ By: Marina Sek, Principal Agent CITY OF MALIBU, a municipal corporation ___________________________________ MARIANNE RIGGINS, Mayor ATTEST: ___________________________________ KELSEY PETTIJOHN, City Clerk (seal)
APPROVED AS TO FORM: ___________________________________ TREVOR RUSIN, Interim City Attorney Agreement for Professional Services
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EXHIBIT A

SCOPE OF WORK
PART A – SUBMITTAL ADMINISTRATOR
The Consultant shall oversee the planning permit application submittal intake process including determining application submittal requirements and fees, review completeness, fee collection, and routing applications for reviews to City Departments and agencies.

1. Ensures that all submittal documents are available in the City’s designated archiving locations including but not limited to the Land Development, OnBase, and project electronic folders.

2. Communicates application process to members of the public.

3. Creates handouts regarding the development process, if needed .

4. Maintains the Pre-Submittal Database module including tracking status of submittals and send reminders as needed.

5. Maintain Fee Matrix.

6. Process intakes within one business day.

7. Keep abreast on new Department policies and practices.

8. Demonstrate a level of expertise with the Planning Department’s Counter Manual and other regulatory documents.

9. Provide suggestions for improvements to the development process, handouts, and Development Portal.

PART B – CURRENT PLANNING SERVICES
The Consultant shall perform professional municipal planning case management services at the Principal Planner / Senior Planner level for applicant-initiated applications as assigned by the Community Development Department, Planning Division to include the following services:
conformance reviews, discretionary case processing, project management, staff report preparation, CEQA documentation, review of conditions of approval, and attendance at required meetings for the Environmental Review Board (ERB), Planning Commission, and City Council.

As part of this work, the selected consultant shall:

1. Demonstrate expertise in municipal planning case management.

2. Review applications for complex residential and commercial development; evaluate alternatives and conformance with the City’s General Plan, Municipal Code, Local Agreement for Professional Services
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Coastal Program, and State laws; and prepare recommendations for action by City staff, elected or appointed officials.

3. Process coastal development permits (CDP), administrative plan reviews (APR), site plan reviews (SPR), minor modifications, variances, conditional use permits, subdivisions, parcel maps, and other entitlements as assigned.

4. Confer with and provide information to property owners, contractors, developers, engineers, architects, and the public regarding conformance to standards, plans, specifications, and codes; explain codes, requirements, and procedures, and evaluate alternatives.

5. Coordinate with outside agencies and City departments involved as part of the development review process.

6. Conduct final planning inspections, story pole visits, and other site visits as necessary.

7. Review applications and projects for compliance with CEQA.

8. Make presentations to the Planning Commission, City Council, and various committees and commissions, and attend evening meetings as required.

9. Prepare staff reports, resolutions, and ordinances for the Planning Commission, Environmental Review Board, and City Council.

10. May be requested to work on long-range planning projects.

11. Demonstrate an area of expertise with regulatory documents similar to those used by the City of Malibu Community Development Department, Planning Division:
a. City of Malibu Local Coastal Program
b. City of Malibu Municipal Code Title 16 (Subdivision) and Title 17 (Zoning) c. City of Malibu General Plan
d. City Maps including LCP maps, Zoning Maps, Land Use Maps, Cultural Resources Maps, Overlay Districts, etc.
e. Rebuild Policies and Community Development Director Interpretations Manual f. Coastal Act
g. CEQA Guidelines
h. Subdivision Map Act
i. Permit Streamlining Act

12. Prepare documentation, in a form prescribed by the City, normally associated with case processing. • Incomplete/Complete Letters processed within 30 calendar days of project submittal (target goal)
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• Noticing Requirements for CDPs shall be processed before applications are deemed complete. • Notice of Decisions for APR/SPRs shall be processed no sooner than 21 days no later than 30 calendar days from the date of the issuance of the Notice of Application.
• Ensure that Planning fees are paid and included in incomplete letters. • Staff reports for the Planning Commission, Environmental Review Board, and City Council shall be submitted to staff in final form, including attachments, resolutions, and ordinances, if applicable. This includes thorough editing and proofreading and preparation of exhibits prior to submittal to staff for review. • Update the Planning Division long-range agenda and keep abreast of pertinent deadlines.
• The Development Database shall be maintained. All project milestones shall be entered as they are performed. The Note section shall reflect current status of the project and all communications with applicants, owners, appellants, and interested parties. • Attend Planning Division staff meetings only upon the request by the Community Development Director or his/her designee. • Attend trainings as requested by the Community Development Director or his/her designee. • Stay abreast of new City and/or departmental policies and procedures as provided in emails, meetings, etc. • Provide other services as requested by the Community Development Director. • Review Conditions of Approval prior to final Planning approval. • Stamp plans at appropriate review stages and conform plans accurately to reflect project approval.

13. Perform project management duties including the maintenance of the development database and tracking of deadlines, application submittal requirements, and workload.

14. Note: Contract Planners may be assigned rebuild applications and/or other applications to offset regular planning application workload to allow staff members to dedicate themselves to the rebuild efforts (also known as “Load Shift”).

PART C – OTHER

1. Coordinate with outside agencies and City departments involved as part of the development review process.

2. Perform project management duties including the maintenance of the development database and tracking of deadlines, application submittal requirements, and workload.

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4. Maintain one (1) individual as the contact for all communication with the City.

5. Respond within one (1) business day to questions from the City.

6. Calculate appropriate review fees based on the City’s most current fee schedule.

7. Accept all documents electronically, including utilization of OnBase (records management system), Development Database (permitting software), and any additional electronic formats accepted by the City.

8. Record Keeping: Maintain proper record keeping. Files shall be organized, up to date, and ready for public review at all times including digital records. All records shall be date-stamped and properly identified. City records, not available in digital form, shall not be removed from City Hall without authorization.

9. Meetings: Meetings with applicants and members of the public shall be held in City Hall or on the project site (e.g., onsite visits). In an effort to create a perception of unbiased level of customer service, socializing with applicants is strongly discouraged.

10. Demonstrate knowledge of computer applications including Microsoft Office Word, Excel, PowerPoint, Access, Teams, and GIS.

11. Must have familiarity with Municipal government records and workflow processes.

12. Professional Conduct: Must maintain professionalism in all interactions with the public, adhere to ethical standards, and follow all applicable laws and procedures.

13. Safety Protocols: Must follow City safety standards to protect consulting staff and the public during field activities.

14. Must have basic knowledge of Municipal government policies and procedures.

15.Provide administrative personnel to support project intake and tracking related to Environmental Health and Geotechnical reviews.

16. Special Projects may include other tasks and duties as assigned by the Community Development Director or his/her designee.

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EXHIBIT B

The Consultant shall submit to the City, by no later than the 10th day of each month, its bill for services itemizing the fees and costs incurred during the previous month. The City shall pay the Consultant all uncontested amounts set forth in the Consultant's bill within 30 days after it is received.

Fee
Consultant will perform the planning services on an hourly basis, in accordance with the rate schedule below. The Not to Exceed Fee represents all cost associated with the delivery of each task including travel time with the exception of travel expenses as described below. Prior to commencing work for the City of Malibu by the Consultant, written authorization must be granted by the Community Development Director or his/her designee. Consultant shall submit itemized invoices identifying the specific tasks performed, corresponding hours, and associated costs for each billing period.

Compensation for 4-Year Term: $720,000
Not-to-exceed monthly: $15,000
Classification Hourly Rates
Principal Agent (Marina Sek) $125
All rates listed above shall include overhead costs including, but not limited to salaries, benefits, insurance, office expenses, mileage, and courier service. If staff substitutions are necessary, or if staff is promoted, the original rates listed above will still apply.

Travel Expense Budget
Reimbursement for all expenses reasonably incurred by the Consultant in connection with services provided such as lodging and transportation cost which exceed attendance of meeting in excess of 50 miles from Consultant’s address. An estimate of travel expenses shall be preapproved by the Community Development Director. Mileage shall be reimbursed at the IRS prevailing rate. City will not reimburse for meals. Expenses will appear on invoices without any markup, with proof of payment, and due and payable within thirty (30) days after receipt by the City.

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• Discussion with staff or applicant about the cost of services or to address billing disputes. • Meetings to discuss work performance, contract, or additional services. • Travel time to and from the City of Malibu.
• Preparation of invoices and other administrative clerical services. • Contract administration, such as preparing or discussing contract amendments. • Time spent resolving errors in the event the Consultant is responsible.

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EXHIBIT C

Workers’ Compensation Insurance. Consultant shall maintain Workers’ Compensation Insurance (statutory limits) and Employer’s Liability insurance (with limits of at least $1,000,000).

Consultant shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.

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period and any additional length of time required thereafter. City reserves the right to require complete, certified copies of all required insurance policies, at any time.

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Agreement for Professional Services
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Agreement for Professional Services
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EXHIBIT D

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Malibu City CouncilNovember 24, 2025

Malibu City Council
November 24, 2025