Murrieta City Council
September 3, 2024

DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2

AGREEMENT BETWEEN THE CITY OF MURRIETA
AND
GLENN LUKOS ASSOCIATES, INC.

This Agreement ("Agreement"), made this 20th day of March 2024, by and between the ITY OF MURRIETA, a Municipal Corporation, duly organized and existing under and by virtu f the laws of the State of California ("CITY"), and Glenn Lukos Associates, Inc., a California Corporation ("CONSULTANT) with reference to the following facts which are acknowledged by

RECITALS
CITY is a general law city, formed and existing pursuant to the provisions of the California Government Code.

CITY is authorized to enter into consultant agreements under the provisions of California Government Code section 53060.

C. CITY desires or is in need of Consultant Services.

D. CONSULTANT has special knowledge, experience, and facilities for accomplishing the above services.

E. CITY now desires to retain CONSULTANT to accomplish the above services, and CONSULTANT is willing to be so retained pursuant to the terms and conditions of this Agreement.

AGREEMENT
NOW, THEREFORE, it is agreed by and between the parties as follows:

OPERATIVE PROVISIONS

RESPONSIBILITIES OF CONSULTANT

1.1 CONSULTANT shall undertake to carry on the scope of services as listed in the attached Scope of Services (refer to Exhibit "A"), which is attached to and made a part of this Agreement. To the extent the provisions of Exhibit "A" are ambiguous in relation to the provisions of this Agreement, inconsistent with the provisions of this Agreement, or expand upon the provisions of this Agreement, the provisions of this Agreement shall take precedence, and the provisions of Exhibit "A" shall not apply. These duties may be adjusted from time to time as agreed upon in writing by CONSULTANT and CITY. Any additional services authorized by CITY shall be subject to all terms and conditions of this Agreement, except as modified in writing in accordance with Section 24.

1.2 Representations. CONSULTANT will perform the services set out in this Agreement, as contemplated herein, in an efficient, timely, and professional manner, and in accordance with generally accepted standards for performing similar services. It is understood that CITY, in entering into this Agreement, is relying on CONSULTANT's representations for quality and professional work performed in a timely manner, and CONSULTANT shall perform in accordance with those representations and standards.
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1.3 Monthly Written Reports. The CONSULTANT shall prepare and submit to the esignated CITY representative a monthly written report specifying the activities of ONSULTANT pursuant to this Agreement. CONSULTANT shall prepare the monthly writte report in a format acceptable to the CITY. CONSULTANT shall submit the monthly written report to the CITY by the second Friday of each month.

ADMINISTRATION OF AGREEMENT
CITY appoints its City Manager, or her designee, to administer CITY's rights under this Agreement, and to review the work performed by CONSULTANT pursuant to the scope of services.

2.2 CONSULTANT shall keep the City Manager, CITY's representative, or his designee or designees, fully informed as to the progress of the work and shall submit to CITY such oral and written reports as CITY may specify.

2.3 This Agreement shall be administered on behalf of the parties hereto, and any notice desired or required to be sent to a party hereunder shall be addressed, as follows:

For CITY: Development Services Department
Address: City of Murrieta
One Town Square
24601 Jefferson Avenue
Murrieta, CA 92562
Phone: (951) 461-6069
Facsimile: (951) 461-6430
For CONSULTANT: Glenn Lukos Associates, Inc.
1940 E Deere Avenue
Suite 250
Santa Ana, CA 92705
CONSULTANT: Glenn Lukos Associates, Inc.

Address: 1940 E Deere Avenue
Suite 250
Santa Ana, CA 92705
Phone: 949 837-3968
TERM

3.1 The term of this Agreement shall be from March 4, 2024, until December 31, 2025.

3.2 Time is of the essence for this Agreement and each provision of this Agreement, unless otherwise specified in this Agreement.

PAYMENT TO CONSULTANT
Consideration. In consideration of the services to be performed by CONSULTANT for the CITY as set forth in Section 1, the CITY agrees to pay CONSULTANT the rates set forth in Exhibit A-1 with a total contract not-to-exceed sum of Forty-Seven Thousand Dollars ($47,000).

Provely billing shall be in increments of six (6) minutes for actual time spent working on the 01375.0005/955968.1
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4.2 Additional Services. If CITY desires any additional services (Additional Services"), CONSULTANT may, upon written request by the CITY, furnish a proposal including an itemized statement of the estimated cost of the Additional Services thereof, and the CITY may modify or alter the proposal, or may reject the proposal in its entirety, at its sole discretion, or may direct the submission of a new proposal which may be accepted, altered, or rejected. Upon the written approval of any Additional Services including costs by CONSULTANT and CITY, CONSULTANT shall perform the Additional Services and CITY will pay to CONSULTANT the cost of the Additional Services as agreed in writing. All money due for Additional Services shall be supported by a detailed statement of CONSULTANT showing the basis of said claims and certified by proper officers of CONSULTANT.

4.3 Payments. Payment of CONSULTANT's fee shall be made in accordance with CITY's normal schedule for issuance of checks. CONSULTANT agrees and acknowledges that it is CONSULTANT's sole responsibility to report as income all compensation received from CITY, and to make the requisite tax filings and payments to the appropriate federal, state, and local tax authorities.

STATUS OF CONSULTANT

5.1 Independent Contractor. It is understood and agreed that CITY is interested only in the results obtained from service hereunder and that CONSULTANT shall perform as an independent contractor with sole control of the manner and means of performing the services required under this Agreement. CONSULTANT shall complete this Agreement according to its own methods of work which shall be in the exclusive charge and control of CONSULTANT, and which shall not be subject to control or supervision by the CITY, except as to the results of the work. CONSULTANT is, for all purposes arising out of this Agreement, an independent contractor, and neither CONSULTANT, nor its employees, agents and representatives shall be deemed an employee of the CITY for any purpose.

Employee Benefits. CONSULTANT shall be responsible for all salaries, payments, insurance and benefits for all of its officers, agents, representatives and employees in performing ervices pursuant to this Agreement. It is expressly understood and agreed that CONSULTANI ind its emplovees. agents. and representatives shall in no event be entitled to any CITY benefits to which CITY employees are entitled, including, but not limited to, overtime, retirement benefits, insurance, vacation, worker's compensation, sick or injury leave or other benefits.

5.3 Workers' Compensation Insurance. CONSULTANT agrees to procure and maintain in full force and effect Workers' Compensation Insurance covering its employees and agents while these persons are participating in the activities hereunder, as provided in Section 6.1.2 of this Agreement.

5.4 Prevailing Wages. Pursuant to the provisions of section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of workman needed to execute this Agreement, from the Director of the Department of Industrial Relations. These rates are on file with the City Clerk. Copies may be obtained at cost at the City Clerk's office. CONSULTANT shall post a copy of such rates at their office and shall pay the adopted prevailing wage rates as a minimum. If applicable, CONSULTANT shall comply with the provisions of sections 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the Labor Code and any other applicable laws.
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DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2 Pursuant to the provisions of section 1775 of the Labor Code, CONSULTANT shall forfeit to CITY, as a penalty, the sum of fifty dollars ($50.00) for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, paid less than the stipulated prevailing rates for any work done under this Agreement, by him or by any sub-consultant under him, in violation of the provisions of this Agreement.

6. INSURANCE
CONSULTANT shall not begin the services under this Agreement until it has: (a) obtained, and upon the CITY's request, provided to the CITY, insurance certificates reflecting evidence of all insurance, including a copy of the Declarations and Endorsement Page as required in this Section 6; however, CITY reserves the right to request, and CONSULTANT shall submit, complete copies of any policy upon reasonable request by CITY; (b) obtained CITY approval of each company or companies as required by Section 6; and (c) confirmed that all policies contain the specific provisions required in Section 6.

Types of Insurance. At all times during the term of this Agreement, CONSULTANT shall maintain insurance coverage as follows:

6.1.1 Commercial General Liability. Commercial General Liability (CGL) Insurance written on an occurrence basis to protect CONSULTANT and CITY against liability or claims of liability which may arise out of this Agreement in the amount of Two Million Dollars ($2,000,000) per occurrence and subject to an annual aggregate of Four Million Dollars ($4,000,000). There shall be no endorsement or modification of the CGL limiting the scope of coverage for either insured vs. insured claims or contractual liability. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37).

6.1.2 Workers' Compensation. For all of CONSULTANT's employees who are subject to this Agreement and to the extent required by applicable state or federal law, CONSULTANT shall keep in full force and effect a Workers' Compensation policy. That policy shall provide employers' liability coverage as required by applicable state and/or federal Workers' Compensation laws, and CONSULTANT shall provide an endorsement that the insurer waives the right of subrogation against the CITY and its respective elected officials, officers, employees, agents, and representatives. In the event a claim under the provisions of the California Workers' Compensation Act is filed against CITY by a bona fide employee of CONSULTANT participating under this Agreement, CONSULTANT agrees to defend and indemnify the CITY from such claim.

6.1.3. Professional Liability. For all of CONSULTANT's employees who are subject to this Agreement, CONSULTANT shall keep in full force and effect Professional Liability coverage for professional liability with a limit of Two Million Dollars ($2,000,000) per claim and Two Million Dollars ($2,000,000) annual aggregate.

CONSULTANT shall ensure both that: (1) the policy retroactive date is on or before the date of commencement of services under this Agreement; and (2) the policy will be maintained in force for a period of five years after termination of this Agreement or substantial completion of services under this Agreement, whichever occurs last.

CONSULTANT agrees that for the time period defined above, there will be no changes or endorsements to the policy that increase the CITY's exposure to loss. 01375.0005/9559681
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6.1.4 Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

6.1.5. Contractors Pollution Liability and/or Asbestos Pollution Liability and/or Errors & Omissions applicable to the work being performed, with a limit no less than $1,000,000 per claim or occurrence and $2,000,000 aggregate per policy period of one year.

Insurer Requirements. All insurance required by express provision of this Agreement shall be carried only by responsible insurance companies that are rated "A-" and "V" or better by the A.M. Best Key Rating Guide and are licensed to do business in the State of California.

CITY will accept insurance provided by non-admitted "surplus lines" carriers only if the carrier is authorized to do business in the State of California.

Deductibles. All deductibles on any policy shall be the responsibility of CONSULTANT and shall be disclosed to CITY at the time the evidence of insurance is provided.

6.4 Specific Provisions Required. Each policy required under this Section 6 shall expressly provide, and an endorsement shall be submitted to CITY, that: (a) the policies are primary and non-contributory to any insurance that may be carried by CITY; and (b) CITY is entitled to thirty (30) days' prior written notice (10 days for cancellation due to non-payment of premium) of cancellation, material reduction, or non-renewal of the policy or policies.

Additionally, the CL policy shall expressly provide, and an endorsement shall be submitted to CITY, that the City of Murrieta and its respective officers and employees are additional insureds under the policy.

6.5 Indemnity Not Limited by Insurance. CONSULTANT's liabilities, including, but not limited to, CONSULTANT's indemnity and defense obligations under this Agreement, shall not be deemed limited in any way to the insurance coverage required herein. Maintenance of specified insurance coverage is a material element of this Agreement, and CONSULTANT's failure to maintain or renew coverage or to provide evidence of renewal during the term of this Agreement may be treated as a material breach of contract by CITY.

6.6 Special Risks or Circumstances: CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

7. AUDIT AND INSPECTION OF RECORDS
At any time during CONSULTANT's normal business hours and as often as CITY may deem necessary, and upon reasonable notice, CONSULTANT shall make available to CITY, or any of its duly authorized representatives, for examination, audit, excerpt, copying, or transcribing, all data, records, investigation reports and all other materials respecting matters covered by this Agreement. CONSULTANT will permit CITY to audit and to make audits of all invoices, materials, payrolls, records of personnel and other data related to all matters covered by this Agreement. All material referenced in this Section, including all pertinent cost accounting, financial records, and proprietary data, must be kept, and maintained by CONSULTANT for a period of at least four (4) years, or for the period required by law, whichever is greater, after completion of CONSULTANT's performance hereunder, unless CITY's written permission is given to dispose of same prior to that time.
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8. CONFIDENTIALITY AND USE OF INFORMATION

8.1 Except as otherwise provided by law, all reports, communications, documents, and information obtained or prepared by CONSULTANT respecting matters covered by this Agreement shall not be published without prior written consent of City Manager or his designees, nor shall CONSULTANT issue any news releases or publish information relating to its services hereunder without the prior written consent of the City Manager. CONSULTANT shall hold in trust for the CITY, and shall not disclose to any person, any confidential information. Confidential information is information which is related to the CITY's research, development, trade secrets and business affairs, but does not include information which is generally known or easily ascertainable by nonparties through available public documentation.

8.2 CONSULTANT shall advise CITY of any and all materials used, or recommended for use, by CONSULTANI to achieve the project goals that are subject to any copyright restrictions or requirements. In the event CONSULTANT shall fail to so advise CITY and, as a result of the use of any programs or materials developed by CONSULTANT under this Agreement, CITY should be found in violation of any copyright restrictions or requirements, CONSULTANT agrees to indemnity and hold harmless CITY against any action or claim brought by the copyright holder.

8.3 Ownership of Records. All records created by the CONSULTANT shall become the property of the CITY and shall be subject to state law and CITY policies governing privacy and access to files. The CITY shall have access to and the right to examine all books, documents, papers and records of the CONSULTANT involving transactions and work related to this Agreement. The CONSULTANT shall retain all copies of records for a period of five (5) years from the date of final payment.

9. NOTICE
All notices or demands to be given under this Agreement by either party to the other shall be in writing and given either by: (a) personal service, (b) by U.S. Mail, mailed either by certified mail, return receipt requested, with postage prepaid and addressed to the party to whom the notice is directed, or (c) via facsimile transmission (with proof of confirmation by sender). Service shall be considered given when received if personally served or, if mailed, two days after deposit in the United States Mail by certified mail, return receipt requested. The address to which notices or demands may be given by either party may be changed by written notice given in accordance with the notice provisions of this section. At the date of this Agreement, the addresses of the parties are as set forth in Section 2 above.

10. TERMINATION FOR CAUSE

10.1 CITY may terminate this Agreement upon giving of written notice of intention to terminate for cause. Cause shall include: (a) a material violation of any of the covenants, agreements, or stipulations of this Agreement by CONSULTANT, (b) CONSULTANT, through any cause, failing to fulfill in a timely and proper manner its obligations under this Agreement, (c) any act by CONSULTANT exposing CITY to liability to others for personal injury or property damage, or (d) if CONSULTANT is adjudged bankrupt, CONSULTANT makes a general assignment for the benefit of creditors, or a receiver is appointed on account of CONSULTANT's insolvency. Written notice by CITY of termination for cause shall contain the reasons for such intention to terminate and shall specify the effective date thereof. Unless prior to the effective date of the termination for cause the condition or violation shall cease, or satisfactory arrangements for 01375.0005/955968.1
DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2 the correction thereof be made, this Agreement shall cease and terminate on the effective date specified in the written notice by CITY.

10.2 In the event of such termination, CONSULTANT shall be paid the reasonable value of satisfactory services rendered up to the date of receipt of the notice of termination in accordance with this Agreement, less any payments theretofore made, as determined by CITY, not to exceed the amount payable herein, and CONSULTANT expressly waives any and all claims for damages or compensation arising under this Agreement in the event of such termination, except as set forth herein.

11. TERMINATION FOR CONVENIENCE OF CITY

11.1 CITY may terminate this Agreement at any time and for any reason by giving written notice to CONSULTANT of such termination, and specifying the effective date thereof, at least fifteen (15) days prior to the effective date.

11.2 If the Agreement is terminated as provided in this Section, CONSULTANT shall be entitled to receive compensation for any satisfactory work completed up to the receipt by CONSULTANT of notice of termination, less any payments theretofore made and not to exceed the amount payable herein, and for satisfactory work completed between the receipt of notice of termination and the effective date of termination pursuant to a specific request by CITY for the performance of such work.

12. PERFORMANCE AFTER TERMINATION
Upon termination of this Agreement as provided herein, CONSULTANT shall, within such reasonable time period as may be directed by City Manager, complete those items of work which are in various stages of completion and which City Manager determines are necessary to be completed by CONSULTANT to allow the project to be completed in a timely, logical, and orderly manner. Upon termination, all finished or unfinished documents, data, studies, surveys, drawings, models, photographs, reports, and other materials prepared by CONSULTANT shall be delivered to the City Manager, upon his request, as property of CITY.

13. DEFENSE AND INDEMNIFICATION

13.1 CONSULTANT shall, to the fullest extent permitted by law, hold harmless, protect, defend (with attorneys approved by CITY) and indemnify the CITY, its council, and each member thereof, its officers, agents, employees, representatives, and their successors and assigns, from and against any and all losses, liabilities, claims, suit damage, expenses and costs including reasonable attorney's fees and costs, and expert costs and investigation expenses ("Claims"), which arise out of or are in any way connected to the performance under this Agreement or any negligent or wrongful act or omission by CONSULTANT, its officers, employees, representatives, subcontractors, or agents regardless of whether or not such claim, loss or liability is caused in part by a party indemnified hereunder. CONSULTANT shall have no obligation, however, to defend or indemnify CITY if it is determined by a court of competent jurisdiction that such Claim was caused by the sole negligence or willful misconduct of CITY.

13.2 General Indemnity Provisions. This indemnity is in addition to any other rights or remedies which CITY may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, CITY may, at its sole discretion, reserve, retain or apply any monies due to CONSULTANT under this Agreement 01375.0005/955968.1
DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2 for the purpose of resolving such claims; provided however, that CITY may release such funds if CONSULTANT provides CITY with reasonable assurances of protection of the CITY's interest.

The CITY shall, in its sole discretion determine whether such assurances are reasonable.

CONSULTANT agrees that its duty to defend the indemnities arises upon an allegation of liability based upon the performance of services under this Agreement by CONSULTANT, its officers, agents, representatives, employees, sub-consultants, or anyone for whom CONSULTANT is liable and that an adjudication of CONSULTANT's liability is not a condition precedent to CONSULTANT's duty to defend.

14. CONFLICT OF INTEREST

14.1 CONSULTANT shall be bound by the requirements of the FPPC (Fair Political Practice Commission) and state law with regard to disclosure of financial interests and prohibited conflicts of interest.

14.2 Prior to execution of this Agreement, CONSULTANT shall disclose in writing to CITY any and all compensation, actual or potential, which CONSULTANT may receive in any form from a party other than CITY as a result of performance of this Agreement by CONSULTANT. If CONSULTANT becomes aware of the potential for such compensation subsequent to the execution of this Agreement, CONSULTANT shall disclose such compensation within three (3) working days of becoming aware of the potential for such compensation.

14.3 Prior to or concurrent with making any recommendation of any products or service for purchase by the CITY, CONSULTANT shall disclose any financial interest that CONSULTANT may have in any manufacturer or provider of the recommended products or services. The term "financial interest" includes, but is not limited to, employment (current or prospective) or ownership interest of any kind and degree.

14.4 CONSULTANT shall not conduct business for third parties which may be in conflict with CONSULTANT's responsibilities under this Agreement. CONSULTANT may not solicit any business during the term of this Agreement which conflicts with its responsibilities under this Agreement. CONSULTANT shall provide no services for any private client within the corporate boundaries or sphere of influence of CITY during the period of this Agreement which may constitute a conflict of interest.

15. ASSIGNMENT
No portion of this Agreement or any of the work to be performed hereunder may be assigned or delegated (including hiring and retaining use of any other person or entity for any purpose, except for those certain subconsultants specifically included in the attached "Scope of Services") by CONSULTANT without the express written consent of CITY, nor may any interest in this Agreement be transferred (whether by assignment or novation) by CONSULTANT without the express written consent of CITY, and without such consent all services hereunder are to be performed by CONSULTANT, its officers, agents and employees. However, claims for money due or to become due to CONSULTANT from CITY under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of such assignment or transfer shall be furnished promptly to CITY. Any assignment requiring approval may not be further assigned without CITY approval.

16. SURVIVAL
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DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2 CONSULTANT's representations, insurance, indemnity obligations, and performance obligations post-termination shall survive termination of this Agreement.

17. COMPLIANCE WITH APPLICABLE LAWS
CONSULTANT agrees to comply with all federal, state, and local laws, rules, regulations and ordinances that are now or may in the future become applicable to CONSULTANT, CONSULTANT's business, equipment and personnel engaged in activities covered by this Agreement or arising out of the performance of such activities.

18. PERMITS/LICENSES
CONSULTANT and all of CONSULTANT's employees or agents shall secure and maintain in force such permits and licenses as are required by law in connection with the furnishing of services pursuant to this Agreement.

19. NONDISCRIMINATION IN EMPLOYMENT
CONSULTANT agrees that it will not engage in unlawful discrimination in employment and shall comply with all applicable laws and regulations of CITY and/or all other relevant government agencies, including, but not limited to, the California Department of Fair Employment and Housing and the Federal Equal Employment Opportunity Commission. Also, CONSULTANT certifies and agrees that all persons employed by CONSULTANT, its affiliates, subsidiaries and related entities, if any, will be treated equally by CONSULTANT, without unlawful discrimination based upon creed, sex, race, national origin, or any other classification prohibited by state or federal law. If CITY finds that any of the provisions of this Section have been violated, such violation shall constitute a material breach of this Agreement, upon which CITY may determine to cancel, terminate, or suspend this Agreement. While CITY reserves the right to determine independently that the anti-discrimination provisions of the Agreement have been violated, in addition, a determination by the California Fair Employment Practices Commission or California Department of Fair Employment and Housing, or successor agency, or the Federal Equal Employment Opportunity Commission, or successor agency, that CONSULTANT has violated state or federal anti-discrimination laws relative to this Agreement shall constitute a finding by CITY that CONSULTANT has violated the anti-discrimination provisions of this Agreement.

20. NON-WAIVER
The failure of CITY or CONSULTANT to seek redress for violation of, or to insist upon, the strict performance of any term or condition of this Agreement shall not be deemed a waiver by that party of such term or condition or prevent a subsequent similar act from again constituting a violation of such term or condition. Payment to CONSULTANT of compensation under this Agreement shall not be deemed to waive CITY's rights or CONSULTANT's rights contained in this Agreement.

21. SEVERABILITY
If any term, condition, or provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, invalid, or void, the remaining provisions will nevertheless continue in full force and effect and shall not be affected, impaired or invalidated in any way. 01375.0005/9559681
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22. DISPUTES
In the event that any action is brought by either party to construe this Agreement or enforce any of its terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs incurred, whether or not the matter proceeds to judgment.

23. REMEDIES
The rights and remedies of the CITY provided in this Agreement are not intended to be exclusive, and are in addition to any other rights and remedies permitted by law.

24. ENTIRE AGREEMENT/AMENDMENT
This Agreement and any exhibits attached hereto constitute the entire agreement between the parties and supersede any prior or contemporaneous understanding or agreement with respect to the services contemplated, and may be amended only by a written amendment executed by both parties to the Agreement.

25. GOVERNING LAW/VENUE
The terms and conditions of this Agreement shall be governed by the laws of the State of alami this Again shal e bro bert he by vey any verside Counther pary arising out of or

26. BINDING AGREEMENT
This Agreement is intended to be binding on the parties and their respective successors and assigns.

27. NUMBER
The plural shall include the singular, and the singular shall include the plural and neuter wherever the context so indicates or requires.

28. WARRANTY OF AUTHORITY
of the entch of thaie sighing his greent warrants to the other that it has the full authoriy

29. COUNTERPARTS
This Agreement may be executed in counterparts, all of which taken together will be considered one original document.
01375.0005/955968.1
DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.

CITY OF MURRIETA Glenn Lukos Associates
Name of Consultant (Glenn Lukos
Associates, Inc.)
Thienan Pfeiffer
Kim Summers, City Manager
Director of Regulatory Services
Name/title of signatory [please print]
Thienan Pfeiffer
Signature
Attest:

Dominique Brunel
Name/title of signatory [if necessary]
Secretary
Cristal McDonald, CMC, City Clerk
Dominique Brunel
Signature
Approved as to Form:

Paul Early
Tiffany Israel, City Attorney
NOTE: If this Agreement involves a corporate party, the corporation must be represented by two individuals as follows: (A) one from the corporation's "Operational Group" (Chair of the board, President or a Vice-president) and; (B) one from the corporation's "Financial Group" (Secretary, Assistant secretary, Chief financial officer or an Assistant treasurer). See California Corporations Code section 313.
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EXHIBIT A
(Part of Agreement)

SCOPE OF WORK FOR
Los Alamos Sports Park Phase II
Agency Permitting Project

1. Proposer will prepare the Criteria Refinement and Joint Project Review (JPR) applications with supporting documents and procure these permit approvals for th Project from the appropriate Agencies that have jurisdiction. This will include ans applications, drawings, and submittals needed to procure permits that are required, including conformance to the California Environmental Quality Act (e.g., biological,

2. Post Criteria Refinement and JPR application processes, the proposer will prepare the necessary Agency permit applications (e.g., 401/1602) to get a grading permit for the Project.

3. Project Management (Senior Planner level).

Preparation of associated California Environmental Quality Act (CEQA) documents.

The consultant shall prepare and process all applicable environmental documents (including necessary supporting technical documentation"') pursuant to the requirements under CEQA for the agency permits. This shall include the preparation of an Environmental Initial Study and a final CEQA document that may include either an Addendum or MND. The timing and completion of CEQA documentation, noticing, and approval shall coincide with Agency permits.
i. Scope CEQA document (e.g., reliance upon previously certified FEIR or preparation of MND)
ii. Assist staff in drafting the CEQA documents, such as the Addendum to the previously certified EIR or MND, Mitigation Monitoring & Reporting Program (MRP), identification of Project Design Features, Notice of Availability, Notice of Determination, etc.
ili. Assist staff with preparing and circulating the CEQA document iv. Prepare responses to public/Agency comment letters

5. Coordinate with City staff
i. Provide kick-off meeting with all involved divisions and departments

6. Streamline Project schedule
i. Maintain and update project schedule and issue to Project team. ii. Strategies to streamline the estimate Project schedule by overlapping the Criteria Refinement, JPR, CEQA process, and the ultimate 401/1602 permit timeline.

7. Lead with agencies Army Corp. of Engineers (ACOE), California Department of Fish and Wildlife (CDFW), Regional Water Quality Control Board (RWQCB), United States Fish & Wildlife Service (USFWS), and Western Riverside Regional Conservation Authority (RCA).
01375.0005/955968.1
DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2 i. Analysis of land use policies, including MSHCP, environmental constraints, and entitlement process.

Technical study preparation, review, and/or coordination with City divisions and departments with a focus on the following:
i. Hydrology
ii. Biology (including updated surveys)

9. Local Agency Coordination. Assist the City with coordination with other jurisdictions in the region, including ACOE, CDFW, USFWS, RCA, and RWQCB.

10. Preparation of reports and presentation materials. Prepare presentation for meeting(s) with Agencies.

11. Communication with staff and required work products. The proposer shall provide weekly communication with staff via conference calls, meetings, and email. The scope of work anticipates additional potential future meetings with City staff, and regional agencies such as RCA, USFWS, CDFW, ACOE, and RWQCB as needed. 01375.0005/9559681
DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2 Exhibit A-1
(Fee Rates)
YA GLA

SCHEDULE OF FEES AND CHARGES
Valld through December 31, 2024
Title Hourly Labor Rates
Technical Director $220-250
Principal-In-Charge $200-220
Project Manager $95-190
Regulatory Specialist $95-190
Habitat Restoration Specialist $95-190
Wildute Blologist $95-190
Cultural Resource Specialist $95-190
GIS Specialist $95-190
Fleld Assistant $75-120
$65-85
Fleld Assistant $75-120
Clerical $65
p:2023-24 FEE-general_T&M
1940 E Deere Avenue, Suite 250 • Santa Ana, California 92705 949.837.0404 01375.0005/955968.1
DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2

ATTACHMENT C
FORMS
Vendor Application Form
Ex Parte Communications Certification
Disclosure of Government Positions
Disqualification Questionnaire
Company Profile & References
Staffing Plan
01375.0005/9559681
DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2

VENDOR APPLICATION FORM
FOR
Los Alamos Sports Park Phase II
Agency Permitting Project
TYPE OF APPLICANT: • NEW • CURRENT VENDOR
Legal Contractual Name of Corporation: _
Contact Person for Agreement:

Corporate Mailing Address:

City, State, and Zip Code:

E-Mail Address:

Phone: Fax:

Contact Person for Proposals:

Title: _E-Mail Address:

Business Telephone: Business Fax:

Is your business: (check one)
• NON-PROFIT CORPORATION L FOR PROFIT CORPORATION
Is your business: (check one)
• CORPORATION • LIMITED LIABILITY PARTNERSHIP
• INDIVIDUAL • SOLE PROPRIETORSHIP
•PARTNERSHIP • UNINCORPORATED ASSOCIATION RFP#17-07-C01259 01375.0005/9559681
DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2 Names & Titles of Corporate Board Members
(Also list Names & Titles of persons with written authorization/resolution to sign contracts) Names Title Phone
Federal Tax Identification Number:

City of Murrieta Business License Number:
(If none, you must obtain a Murrieta Business License upon award of contract.) City of Murrieta Business License Expiration Date:
01375.0005/9559681
DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2

EX PARTE COMMUNICATIONS CERTIFICATION
Please indicate by signing below one of the following two statements. Only sign one statement.

Project at any time after February 13, 2024
_Date:

Signature
Print
OR
I certify that Proposer or Proposer's representatives have communicated after February 13, 2024 with a City Councilmember concerning the Los Alamos Sports Park Phase II Agency Permitting Project. A copy of all such communications is attached to this form for public distribution.
_Date:

Signature
Print
01375.0005/955968.1
DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2

DISQUALIFICATION QUESTIONNAIRE
The Contractor shall complete the following questionnaire:

Has the Contractor, any officer of the Contractor, or any employee of the Contractor who has a proprietary interest in the Contractor, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or safety regulation?
Yes _No -
If the answer is yes, explain the circumstances in the following space. 01375.0005/955968.1
DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2

DISCLOSURE OF GOVERNMENT POSITIONS
Each Proposer shall disclose below whether any owner or employee of Contractor currently holds positions as elected or appointed officials, directors, officers, or employees of a governmental entity or held such positions in the past twelve months. List below or state "None."
01375.0005/955968 1
DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2

COMPANY PROFILE & REFERENCES
Company Profile
Company Legal Name:

Company Legal Status (corporation, partnership, sole proprietor, etc.):

Active licenses issued by the California State Contractor's License Board:

Business Address:

Website Address:

Telephone Number: Facsimile Number:

Email Address:

Length of time the firm has been in business: Length of time at current location:

Is your firm a sole proprietorship doing business under a different name:

If yes, please indicate the sole proprietor's name and the name you are doing business under:

Is your firm incorporated: Yes No If yes, State of Incorporation:

Federal Taxpayer ID Number:

Regular business hours:

Regular holidays and hours when business is closed:

Contact person in reference to this solicitation:

Telephone Number: Facsimile Number:

Email Address:

Contact person for accounts payable:

Telephone Number: Facsimile Number:_
Email Address:

Name of Project Manager:

Telephone Number: _Facsimile Number:

Email Address:
01375.0005/955968.1
DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2

COMPANY PROFILE & REFERENCES
(Continued)
Submit the company names, addresses, telephone numbers, email, contact names, and brief ontract descriptions of at least five clients, preferably other municipalities for whon omparable projects have been completed, or submit letters from your references that includ the requested information.

Company Name: Telephone Number:

Contact Name:_ Contract Amount:

Email:

Address:

Brief Contract Description:

Company Name: Telephone Number: _
Contact Name: Contract Amount:

Email:

Address:

Brief Contract Description:
01375.0005/955968.1
DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2

STAFFING PLAN

1. Primary Staff to perform Agreement duties
Name Classification/Title Years of Experience

2. Alternative Staff (for use only if primary staff are not available) Name Classification/Title Years of Experience
Substitution or addition of Proposer's key personnel in any given category or classification shall be allowed only with prior written approval of the City Project Manager.

The Proposer may reserve the right to involve other personnel, as their services are required.

The specific individuals will be assigned based on the need and timing of the service required.

Assignment of additional key personnel shall be subject to City Project Manager approval.

City reserves the right to have any of Contractor personnel removed from providing services to the City under this Agreement. City is not required to provide any reason for the request for removal of any Contractor personnel.
01375.0005/955968.1
DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2 GLENLUK-01 LEMMERS

ACORD DATE (MM/DD/YYYY)

CERTIFICATE OF LIABILITY INSURANCE
1/26/2024
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 INSURERS), 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. 1 SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement ol this certificate does not confer rights to the certificate holder in lieu of such endorsements) CONTACT Lysandra Jones-Hemmers
HUB International Insurance Services Inc. FAX, No: (909) 533-2266 3390 University Avenue (A/C, No, Ext): (909) 379-1333
Suite 300 ADiEss: [email protected] Riverside, CA 92501
INSURERS) AFFORDING COVERAGE NAIC #
INSURER A : Starr Surplus Lines Insurance Company 13604 INSURED INSURER B: Travelers Casualty Insurance Company of Americ 19046 lenn Lukos Associates, In INSURER C: Hartford Casualty Insurance Company 29424 940 E Deere Avenue Ste 25
INSURER D:

Santa Ana, CA 92705
INSURER E :

INSURER F:

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

IIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERI

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

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

INSR ADDL SUBR OLICY EX

LTR TYPE OF INSURANCE NSD WVD POLICY NUMBER LIMITS
A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 2,000,000 CLAIMS-MADE X OCCUR 3/31/2023 3/31/2024 AMAGE TO RENTE 50,000 XX 10000067334231 REMISES. (Ea occurrenc
MED EXP (Any one person) 5,000
PERSONAL & ADY INJURY 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 4,000,000 POLICY X PRET LOC PRODUCTS - COMP/OP AGG 2,000,000
OTHER:

AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000
(Ea accident) $
X ANY AUTO X X BA-8M250481-23-42-G 3/31/2023 3/31/2024 BODILY INJURY (Per person) BODILY INJURY (Per accident) s

AUBES ONLY

UMBRELLA LIAB OCCUR EACH OCCURRENCE

EXCESS LIAB CLAIMS-MADE AGGREGATE
DED RETENTION$

C WND EMPLOYERS LIABILIN X STATUTE
YIN X 72 WEC AR3J9L 3/31/2023 3/31/2024 1,000,000

ANY PROPRIETOR/PARTNER/EXECUTIVI EL EACH ACCIDENT
Mandatory LUDED N NIA
EL DISEASE - EA EMPLOYEE S 1,000,000
1,000,000

L DISEASE - POLICY LIMIT
1000067334231 3/31/2023 /31/2024 Each Occurrence/Ag 2,000,000 A Pollution Liability 1000067334231 3/31/2023 3/31/2024 Each Occurrence 1,000,000 Re: LA-LASS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarke Schedule, may be attached if moro space is required)

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Murrieta
One Town Square
24601 Jefferson Avenue
Murrieta, CA 92562 AUTHORIZED REPRESENTATIVE
ACORD 25(2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2 AGENCY CUSTOMER ID: GLENLUK-01 LEMMERS
LOC#: 1
ACORD ADDITIONAL REMARKS SCHEDULE Page 1 of 1
AGENCY License #0757776 NAMED INSURED
HUB International Insurance Services Inc.

POLICY NUMBER
SEE PAGE 1

CARRIER NAIC CODE
SEE PAGE 1 SEEP 1 EFFECTIVE DATE: SEE PAGE 1

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 26 FORM TITLE: Certificate of Liability Insurance Description of Operations/Locations/Vehicles:
within the policies to the certificate holder named below, will provide to such certificate holder notice of such cancellation within irty (30) days of the cancellation date, except in the event the cancellation is due to non-payment of premium, in which case Hi ill provide to such certificate holders notice of such cancellation within ten (10) days of the cancellation date ACORD 101(2008/01) © 2008 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD
DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2 Starr Surplus Lines Insurance Company
Primary and Non-contributory, Additional Insured and
Waiver of Subrogation
Policy Number: 1000067334231 Effective Date: March 31, 2023 at 12:01 A.M.

Named Insured: Glenn Lukos Associates Inc
This endorsement modifies the insurance coverage forms) listed below that have been purchased by you and evidenced as such on the Declarations page. Please read the endorsement and respective policy(ies) carefully.

Commercial General Liability Coverage Form
Owners and Contractors Protective Liability Coverage Form Products/Completed Operations Liability Coverage Form
Contractors Pollution Liability Coverage Form
Professional Liability Coverage Form
Site Pollution Liability Coverage Form

SCHEDULE
Where Required By Written Contract
A. SECTION II - WHO IS AN INSURED is amended to include as an insured the person or organization shown in the schedule of this endorsement, but only with respect to liability arising out of "your work" for that insured by or for you.

B. As respects additional insureds as defined above, this insurance also applies to "bodily injury" or "property damage" arising out of your negligence when the following written contract requirements are applicable:

1. Coverage available under this coverage part shall apply as primary insurance. Any other insurance available to these additional insured's shall apply as excess and not contribute as primary to the insurance

3. The term insured i used sept 3. The term insured is used separately and not collectively, but the inclusion of more than one insured shall not increase the limits or coverage provided by this insurance.

Insureds and Agents are advised that certificates of insurance should be used only to provide evidence of insurance in lieu of an actual copy of the applicable insurance policy. Certificates should not be used to amend, expand or otherwise alter the terms of the actual policy.

All other terms and conditions of this Policy remain unchanged.

Signed for STARR SURPLUS LINES INSURANCE COMPANY
Steve Meremial E. Aimburg
-
Steve Blakey, President Vehemiah E. Ginsburg, General/Counse SL 023(06/11) Page 1 of 1
copyright oc. Vis copyrignted natal or 85 Propelles, Ine, use fin to parmistionts reserved.

DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2 Policy Number: 1000067334231 Starr Surplus Lines Insurance Company

PROFESSIONAL LIABILITY COVERAGE FORM

CLAIMS MADE AND REPORTED COVERAGE
PLEASE READ THE ENTIRE FORM CAREFULLY.

Various provisions in "this policy" restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not insured.

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 a Named Insured under "this policy." The words "we," "us" and "our" refer to the Company 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 VI - DEFINITIONS.

SECTION I - COVERAGE
Coverage: Professional Liability
A. Insuring Agreement

1. We will pay those sums in excess of the deductible that the insured becomes legally obligated to pay as "damages" resulting from "claims" made for any "breach of professional duty," but only if:
a. such "breach of professional duty" first takes place:
i. on or after the "retroactive date";
ii. before the end of the "policy period"; and
li. solely in the performance of "professional services" performed within the "coverage territory"; and only if:
b. such "claims" are:
i. first made against the insured during the "policy period" or any purchased Extended Reporting Period;
ii. brought within the "coverage territory"; and
ili. reported to us in writing during the "policy period" or any purchased Extended Reporting Period.

2. If additional "claims" are subsequently made that arise out of the same "breach of professional duty" or any "interrelated breaches" as a "claim" already made, then all such additional "claims," whenever made, shall be deemed first made within the policy year or purchased Extended Reporting Period in which the earliest "claim" arising out of such "professional services" was made and all such "claims" shall be subject to the same Each Claim Limit of Insurance.

3. We have the right but not the duty to defend the insured against any "suit" seeking "damages" to which this insurance applies. However, we will not defend any insured against any "suit" seeking "damages" to which this insurance does not apply. We may, at our sole discretion, investigate any alleged "breach of professional duty" and settle any "claim" or "suit" tha may result. But:
a. The amount we will pay for "damages" is limited as described in SECTION III - LIMITS OF INSURANCE AND DEDUCTIBLE; and
b. If we opt to defend the insured against a "suit," such defense will end when the applicable limit of insurance has been exhausted by the payment of "damages" or supplementary payments or both.

SL - 008 09 21 Copyright © Starr Surplus Lines Insurance Company. All rights reserved. Page 1 of 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission.

DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2 B. Exclusions
This insurance does not apply to "claims)":

1. Prior Claims
First made against any insured prior to the inception of "this policy"; or

2. Knowingly Wrongful Acts
Arising out of any insured's dishonest, intentional, fraudulent, criminal, malicious, or knowingly wrongful act or non-compliance with any statute, regulation, ordinance, professional license requirement, administrative complaint, notice of violation, notice letter, executive order, or instruction of any government agency or body.

However, this exclusion shall not apply unless and until there is a final judgment against an insured establishing such conduct. Where there is such a final judgment, the insured shall reimburse us for all payments made for the associated "claim"; or

3. Executive Officer
Arising from any insured's services and/or capacity as an "executive officer," director, partner, trustee or "employee" of a business enterprise not named in the Declarations; or

4. Other Enterprises
Arising out of any business enterprise owned, operated or managed by the insured or its parent company or the affiliate, successor or assignee of such company if it is not named in the Declarations; or

5. Warranties or Guarantees
Arising out of any express or implied warranty or guarantee unless liability would have attached to the insured in the absence of an express warranty or guarantee; or

6. Punitive Damages
For punitive damages, exemplary damages, multiplied damages, fines or penalties; or

7. Insurance/Bonds
Arising out of the advising of, requiring of, or failure to advise of or require, or failure to obtain or maintain, any form of insurance or surety bond; or

8. Contractual Liability
Based upon or arising out of the liability of others that you assume under a contract or agreement. However, this exclusion does not apply provided that the liability would exist in the absence of a contract or agreement and results from a "breach of professional duty" that takes place subsequent to the execution of the contract or agreement; or

9. Workers Compensation
Arising out of, or in any way related to, the obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law; or

10. Vehicles
Arising from the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by, or rented or loaned to, you; or

11. Products
Arising out of the design or manufacture of any products developed by or on behalf of any insured for multiple sale or mass distribution, including but not limited to computer programs or software; or

12. Faulty Workmanship
Associated, intalation, set to replace or repair work aulying materials, pans or use ree on., connection therewith; or
SL - 008 09 21 Copyright © Starr Surplus Lines Insurance Company. All rights reserved Page 2 of 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission.

DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2

13. Other Insureds
Against an insured by any other current or former insured; or

14. Employer's Liability
Based upon or arising out of injury to any present or former "employee" or "executive officer" of any insured, including but not limited to wrongful termination, discrimination or any unfair employment practice; or

15. Ill-Gotten Gains
Alleging, arising from, based upon or attributable to the gaining in fact of any personal profit or advantage to which the insured is not legally entitled. However, this exclusion shall not apply unless and until there is final judgment against an insured establishing such conduct. Where there is such a final judgment, the insure shall reimburse us for all payments made for the associated "claim"; ol

16. Nuclear
Alleging, arising from, based upon or attributable to nuclear reaction, radiation or contamination, under any circumstances and regardless of cause, within or originating from a nuclear reactor or any facility where nuclear waste or material is processed, stored or disposed; or

17. Intellectual Property
Alleging, arising from, based upon or attributable to any infringement of any patent, copyright, trademark, service mark, trade dress or trade name; or

18. General Discrimination or Harassment
Alleging, arising from, based upon or attributable to, or in any way involving discrimination or harassment of any kind, regardless of whether related to employment; or

19. Fee Disputes
Alleging, arising from, based upon or attributable to, or in any way involving any dispute over fees attributable to "professional services"; or

20. Sanctions
For which coverage would not be in compliance with any United States of America economic or trade sanctions, laws or regulations, including but not limited to the U.S. Treasury Department's Office of Foreign Assets Control, or any similar foreign, federal, state or statutory law or common law; or

21. War
Based upon or arising out of war, including undeclared or civil war; warlike action by a 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; insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these; or

22. Failure to Finance
Arising from your advising or requiring of, or failure to maintain or procure any financing or monies for payment of any portion of any project, or of services or labor connected with any project; or

23. Subcontractor Disputes
Arising from any dispute, including the institution of "suit" or arbitration proceedings, between you and your subcontractors), or any "claim" based upon or arising out of any dispute, including the institution of "suit" or arbitration proceedings, between any subcontractor and its subcontractors); or

24. Property
Arising from the insured's ownership, rental, leasing, operation, maintenance, use or repair of any real or personal property, including "property damage" to property owned, operated, occupied, rented or leased by or to the insured, or in the insured's care, custody or control; or SL - 008 09 21 Copyright @Starr Surplus Lines Insurance Company. All rights reserved. Page 3 of 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission.

DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2

25. Related Entities
Arising from any insured's involvement in, or "professional services" rendered to or on behalf of, any organization or subsidiary or affiliate thereof, not named in the Declarations:
a. that wholly or partly owns, or to any extent controls, operates or manages an insured; or b. in which an insured has a greater than 20% ownership; or C. that is controlled, operated or managed by an insured; or d. in which the insured is an officer or director; or

26. Prior Knowledge
Arising from any "breach of professional duty" or circumstance that an insured had, or reasonably should have had, actual or constructive knowledge prior to the "policy period"; Any "interrelated breaches" or continuation, change or resumption of such "breach of professional duty" or circumstance during or after this "policy period" will be deemed to have been known prior to the "policy period"; or

27. Non-Disclosed or Materially Different Professional Services Arising from a "breach of professional duty" related to a type of "professional service" that:
a. was not disclosed in the "application"; or
b. was disclosed in the "application" but that is performed for a type of client or project that results in a material increase in risk relative to the types of clients and projects disclosed in the "application." This exclusion shall not apply where such material differences were disclosed, accepted and endorsed to "this policy" in writing by us prior to the related "breach of professional duty"; o

28. Project Cost Overruns
For, arising out of, or resulting from cost guarantees, cost representations, or contract price estimates of probable costs or cost estimates actually or allegedly being exceeded; or

29. Delay in Construction, Erection, Fabrication, Installation and Assembly Arising out of, or resulting from delay in construction, erection, fabrication, remediation, installation or assembly, manutacture or supply of equipment or failure to complete any construction, erection, fabrication, remediation, installation or assembly, manufacture or supply of equipment at or within an agreed upon period of time; or

30. Work Done Under Project Specific Policies
Arising out of or resulting from the insured's work on any project that is insured under a valid and collectible project specific insurance policy or any owner protective or owner controlled insurance policy for which the insured is provided insurance coverage. However, this exclusion shall not apply and "this policy" shall apply as an exess insurance policy when expressly described as excess coverage by endorsement onto this

31. Waste Disposal
Arising out of, or resulting from a "pollution incident" on, or emanating from, any location where the insured arranged for, sends, or has sent waste for disposal, treatment, recycling, reclamation or storage; or

32. Design-Build
Associated with any work or projects for which the insured performs "professional services" and for which:
a. the insured;
b. any person, including an independent contractor, for whom the insured is legally responsible; c. any entity under common ownership with the insured; or d. any entity that has an ownership interest in the insured SL - 008 09 21 Copyright@Starr Surplus Lines Insurance Company. All rights reserved. Page 4 of 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission.

DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2 provides construction, erection, fabrication, installation, assembly services or manufactures or supplies equipment or materials incorporated therein.

33. Bankruptcy
Arising from liabilities resulting directly or indirectly from your bankruptcy, receivership, insolvency or subsequent liquidation.

C. Supplementary Payments
We will pay as part of and not in addition to the Limits of Insurance, with respect to any "claim" we investigate or settle, or any "suit" against an insured we defend:

1. All expenses we incur.

2. All reasonable expenses incurred by the insured at our request to assist in the investigation or defense of the "claim" or "suit," including actual loss of earnings up to $250 a day because of time off of work.

3. All costs taxed against the insured in the "suit."

4. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any pre-judgment interest based on that period of time after the offer.

5. 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 of the judgment that is within the applicable limit of insurance.

These payments will reduce the Limits of Insurance shown in the Declarations.

SECTION II - WHO IS AN INSURED
The following are insureds under "this policy":

A. you;
B. any person who is or was a partner, officer, director, stockholder or "employee" of the Named Insured but only while acting within the scope of his/her duties as such; C. the heirs, executors, administrators, and legal representatives of each insured as defined in A. and B. above, in the event of death, incapacity or bankruptcy of such insured, but only as respects liability arising out of "professional services" rendered by or on behalf of the Named Insured prior to such insured's death, incapacity or D. a former partner, officer, director or "employee" of the Named Insured while rendering "professional services" on behalf of the Named Insured;
E. contract or leased personnel rendering "professional services" under the supervision of and on behalf of the Named Insured;
F. joint ventures in which the Named Insured is named as a co-venturer, but only as respects the insured's legal liability arising out of the insured's participation in such joint venture; G. any "predecessor in interest."

SECTION III - LIMITS OF INSURANCE AND DEDUCTIBLE
A. Limits Of Insurance

1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of:
a. insureds:
b. "Claims" made or "suits" brought; or
C. Persons of organizations making "claims" or bringing "suits." SL - 008 09 21 Copyright © Starr Surplus Lines Insurance Company. All rights reserved. Page 5 of 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission.

DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2

2. The General Aggregate Limit is the most we will pay for the sum of "damages" including supplementary payments under the Professional Liability coverage of "this policy."

3. Subject to the General Aggregate Limit, the Each Claim Limit is the most we will pay for the sum of all "damages" including supplementary payments under the Professional Liability coverage for each covered

4. A single Each Claim Limit, and where applicable a single deductible applies to all "claims" arising out of the same "breach of professional duty" or "interrelated breaches" regardless of the number of insureds) or claimants involved, the amount of "damages)" claimed or policy period(s) in which the actual or alleged "breach(es) of professional duty" or "interrelated breaches" took place.

5. The inclusion of more than one insured in the making of a "claim" or the bringing of a "suit" shall not increase the Limits of Insurance stated in the Declarations, nor shall the making of "claims)" or the bringing of "suits" by more than one person or organization increase the Limits of Insurance stated in the Declarations.

B. Deductible
The deductible is the amount stated in the Declarations. The deductible applies to each "claim." The deductible shall be applied to the payment of both "damages" and supplementary payments. The insured shall pay the deductible. We may advance payment for part or all of the deductible amount and, upon notification of such payment made by us, the insured must promptly reimburse us for the amounts advanced within the deductible.

SECTION IV - CONDITIONS
A. Bankruptcy
Your bankruptcy, receivership or insolvency or that of your estate will not relieve us of our obligations under "this policy." Any such bankruptcy, receivership or insolvency shall in no way increase our liability under this policy.

B. Duties in the Event of a "Claim":

1. If a "claim" to which "this policy" applies is made against the insured, you must provide us with written notice, as soon as practicable, containing the following information:
a. The actual or alleged "breach of professional duty" or circumstance that is the subject of a "claim"; b. A description of the "professional services" rendered by the insured that resulted in the "claim"; c. The date(s) of such conduct that resulted in the "claim"; d. A description of the injury or damage that has resulted, or may result, in a "claim"; e. The identities and address(es) of any potential Claimants); f. The location(s) of any such "claim"; and
g. The circumstances by which the insured first became aware of the "claim."

2. The insured must cooperate with us in all matters relating to "this policy," including but not limited to, attending hearings and trials, securing and giving evidence, obtaining the attendance of witnesses, assisting in effecting settlements and in conducting litigation, arbitration or other proceedings.

3. If the insured has the right, based on statute, contractual agreement with any party making a "claim," or any other reason, to either accept or reject arbitration of any "claim," exercise such right only with our written consent.

Subject to obligations placed upon the insured by applicable law, the insured shall not admit or assume any liability, incur any expense other than for first aid, enter into any settlement agreement or stipulate to any judgment without our prior written consent. Any "damages" incurred by the insured and/or any settlements or judgments agreed to by the insured without such consent shall not be covered by "this policy."

5. The insured shall do whatever is necessary and reasonable to secure and effectuate any rights of indemnity, contribution or apportionment that the insured may have.

6. Other than as required by law, the insured shall refrain from discussing the facts and circumstances of any "claim" with anyone other than legal counsel representing the insured or our representatives.

SL - 008 09 21 Copyright © Starr Surplus Lines Insurance Company. All rights reserved Page 6 of 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission.

DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2 C. Reporting Of A Potential Claim
If the insured first becomes aware during the "policy period" of an actual or alleged "breach of professional duty" that is reasonably likely to result in a "claim," the insured must give us written notice containing the information indicated below. If we receive such written notice prior to the end of the "policy period," any "claims" subsequently made against the insured arising out of such "breach of professional duty" shall be deemed to have been made on the last day of the "policy period." The insured shall cooperate fully with us, including in any investigation conducted by us or our authorized representatives with respect to such "breach of professional duty" or potential "claim," and shall be subject to the terms set forth in SECTION IV - CONDITIONS, B. Duties in the Event of a It is a condition precedent to the coverage afforded by "this policy" that the written notice of a potential "claim" shall contain, to the extent possible, the same information required for an actual "claim" as listed in SECTION IV - CONDITIONS, B. Duties in the Event of a "Claim," above. If all of the required information is not provided or is, in our reasonable judgment, deemed inadequate, we shall inform the insured that a "claim" made after the "policy period" relating to the written notice will not be deemed to have been made during the "policy period." D. Legal Action Against Us

1. No person or organization has a right under "this policy":
a. To join us as a party or otherwise bring us into a "suit" that seeks "damages" from an insured; or b. To sue us on "this policy"
unless all of its terms have been fully complied with.

2. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured obtained after an actual trial; but we will not be liable for "damages" that are not payable under the terms of "this policy" or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, you and the claimant or the claimant's legal representative.

E. Other Insurance
If other valid and collectible insurance is available to the insured for a loss we cover under "this policy," our obligations are limited as follows:

1. Primary Insurance
This insurance is primary except when 2. Excess Insurance, below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in 3. Method of Sharing, below.

2. Excess Insurance
This insurance is excess over any of the other applicable insurance, whether primary, excess, contingent or on any other basis if:
a. No "retroactive date" is shown in the Declarations of this insurance; b. The "retroactive date" is the coverage inception date of "this policy"; or c. The other insurance has a policy period that continues after the "retroactive date." When this insurance is excess, we will not defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit." We will, however, have the right to affiliate with any insurer that defends a "suit" that may be covered under "this policy" and the insured shall authorize any such insurer to cooperate with us and share any relevant information with us. If no other insurer defends, we may 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:
a. The total amount that all such other insurance would pay for the loss in the absence of this insurance; b. 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 SL - 008 09 21 Copyright © Starr Surplus Lines Insurance Company. All rights reserved. Page 7 of 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission.

DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2 Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of "this policy."

3. Method of Sharing
If 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 of the 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.

F. Representations
By accepting "this policy," you agree and acknowledge that the statements and information contained in the "application" are true, accurate, and:
a. Provide a full and complete representation of the nature of the "professional services" performed by the insured;
b. Are the basis of "this policy" and are to be considered incorporated into and constitute a part of "this policy"; c. Shall be deemed material to the acceptance of this risk or the hazard assumed by us under "this policy." G. Cancellation
The Named Insured may cancel "this policy" by returning the policy to us or our authorized representative. The Named Insured may also cancel "this policy" by written notice to us stating at what future date cancellation is to be effective. If the Named Insured cancels, earned premium shall be computed using the customary short rate table, subject to the Minimum Earned Premium stated in the Declarations, whichever is greater.

We may cancel "this policy" by written notice to the Named Insured, at the address last known to us. We will provide written notice at least thirty (30) days before cancellation is to be effective.

However, the Named Insured will only be entitled to ten (10) days prior notice if we cancel because:

1. the insured has failed to pay a premium when due; or

2. the insured has failed to pay applicable deductible amounts due.

If we cancel, earned premium will be computed pro-rata, unless we cancel for the reason specified in subsections

1. Or Z., above, in which case earned premium will be computed using the customary short rate table, subject to the Minimum Earned Premium stated in the Declarations, whichever is greater.

The mailing of any notice of cancellation shall be sufficient proof of notice.

The "policy period" shall terminate upon the effective date of cancellation. Return of unearned premium is not a condition of cancellation. We will return unearned premium subject to the Minimum Earned Premium shown in the Declarations in due course.

H. Separation Of Insureds
Except with respect to the Limits of Insurance, the exclusions and any rights or duties specifically assigned in "this policy," this insurance applies

1. As if each Named Insured were the only Named Insured; and

2. Separately to each insured against whom "claim" is made or "suit" is brought.

I. Conformity to Law
In the event any portion of "this policy" shall be declared or deemed invalid or unenforceable under applicable law, such invalidity or unenforceability shall not affect the validity or enforceability of any other portion of "this policy." J. Subrogation
In addition to any right of subrogation existing at law, in equity or otherwise, and in the event of any payment by us under "this policy," we shall be subrogated to the extent of such payment to all of your rights of recovery.

SL - 008 09 21 Copyright © Starr Surplus Lines Insurance Company. All rights reserved. Page 8 of 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission.

DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2 You shall execute all papers required (including those documents necessary for us to bring suit or other form of proceeding) and do everything that may be necessary to pursue and secure such rights.

K. Assignment and Changes to the Policy
"This policy" and any and all rights hereunder are not assignable without our prior written consent.

Notice to any agent or knowledge possessed by any agent or person will not result in a waiver or change in any part of "this policy" or prevent us from asserting any right under the terms and conditions of "this policy." The terms and conditions of "this policy" may only be waived or changed by written endorsement signed by us.

L. Headings
The titles and headings to the various parts, sections, subsections and endorsements of "this policy" are included solely for ease of reference and do not in any way limit, expand or otherwise affect the provisions of such parts, sections subsections or endorsements.

M. Concealment, Misrepresentation, Nondisclosure and Fraud Without prejudice to our other rights, howsoever arising, "this policy" is null and void in case of concealment, misrepresentation or non-disclosure by any insured, whether or not fraudulent, of a material fact concerning "this policy" or the procurement thereof, or if the insured reports any "claim" knowing such "claim" to be false or fraudulent.

N. Service of Suit
In the event of our failure to pay any amount claimed to be due hereunder, at your request we will submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this Condition constitutes or should be understood to constitute a waiver of our rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. It is further agreed that service of process in such suit may be made upon Counsel, Legal Department, 399 Park Avenue, 8th floor, New York, NY 10022 or his or her representative, and that in any suit instituted against us upon "this policy," we will abide by the final decision of such court or of any appellate court in the event of an appeal.

Further, pursuant to any statute of any state, territory, or district of the United States that makes provision therefore, we hereby designate the Superintendent, Commissioner or Director of Insurance, or other officer specified for that purpose in the statute, or his or her successor or successors in office as its true and lawful attorney upon whom may be served any lawful process in any action, suit, or proceeding instituted by or on your behalf or any beneficiary hereunder arising out of "this policy" of insurance and hereby designate the above named Counsel as the person to whom the said officer is authorized to send such process or a true copy thereof.

O. Dispute Resolution
In the event of any disputes or differences that may arise under or in connection with "this policy," whether arising before or after the termination of "this policy," including any determination of the amount of "damages," we and the insured agree to participate in a non-binding mediation process to resolve such disputes or differences. Either commenced until at least ninety (90) days after the date the non-binding mediation shall be deemed concluded or terminated.

Any binding arbitration proceeding commenced pursuant to this arbitration condition shall be submitted to the American Arbitration Association under or in accordance with its then-prevailing Commercial Arbitration Rules, ir which the arbitration panel shall be composed of three disinterested individuals. In either mediation or arbitration, the mediators) or arbitrators) shall have knowledge of the legal, corporate management, or insurance issues relevant to the matters in dispute. Each party shall share equally the expenses of the non-binding mediation or non-binding arbitration.

P. Entire Agreement
By acceptance of "this policy," all insureds agree that "this policy" embodies all agreements between them and us relating to "this policy."
SL - 008 09 21 Copyright © Starr Surplus Lines Insurance Company. All rights reserved Page 9 of 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission.

DocuSign Envelope ID: E7117B33-17F8-465B-A148-90270FC7F9B2

SECTION V - EXTENDED REPORTING PERIODS
A. If the insured does not renew or replace "this policy," or if we cancel or refuse to renew "this policy" for reasons other than the insured's:

1. nonpayment of premium or deductible;

2. noncompliance with the terms and conditions of "this policy"; or

3. fraud or material misrepresentation,
then upon the payment of an additional premium, the insured shall have the option to extend the period by hich a "claim" can be made against the insured and reported to us.

B. The insured's right to purchase the Optional Extended Reporting Period must be exercised by written notice not later than thirty (30) days after the last day of the "policy period" of "this policy." Effective notice must indicate the total Optional Extended Reporting Period desired and must include payment of premium for such period. If such notice and the premium are not mailed to us within such thirty (30) day period, then the insured shall not at a later date be entitled to purchase an Optional Extended Reporting Period.

C. The additional premium for the Optional Extended Reporting Period shall be:

1. 100% of the policy premium for a One (1) Year Optional Extended Reporting Period;

2. 160% of the policy premium for a Two (2) Year Optional Extended Reporting Period; or

3. 200% of the policy premium for a Three (3) Year Optional Extended Reporting Period.

For the purposes of determining the additional premium, the policy premium is the total amount of premium amount stated in the Declarations plus any additional premiums related to "this policy" earned during the "policy D. The purchase of an Optional Extended Reporting Period shall be endorsed herein.

E. The fact that the period during which "claims" can be made against the insured and reported to us is extended by virtue of the Optional Extended Reporting Period shall not in any way:

1. reinstate, increase or create new Limits of Insurance of "this policy"; or

2. alter or relieve the insured of any obligations to pay the applicable deductible for such "claims." F. The insured's purchase of the Optional Extended Reporting Period does not extend or alter the "policy period" in any way.

G. At the commencement of a purchased Optional Extended Reporting Period, the entire premium therefore shall be deemed fully earned, and in the event the insured terminates the Optional Extended Reporting Period before its term for any reason, we shall not be obligated to return to you any portion of the premium.

H. Any "claim" reported during a purchased Extended Reporting Period will be subject to all other terms and conditions of "this policy."
I. If the first Named Insured is placed in liquidation, bankruptcy, or ceases operations and the Named Insured or its designated trustee elects not to purchase the Optional Extended Reporting Period coverage upon termination of "this policy," we will offer an Optional Extended Reporting Period to any insured covered under "this policy" provided that the request is made to the company in writing and payment of the additional premium is made within thirty (30) days following the cancellation or non-renewal date.

SECTION VI - DEFINITIONS
The following definitions apply:

A. "Application" means all applications for insurance, including any attachments thereto, and all other information and materials submitted by, or on behalf of the insureds to us in connection with underwriting "this policy," or any policy of which "this policy" is a direct or indirect renewal or replacement. The "application" consists of the totality of information submitted to us and considered while underwriting the risk and includes documents and other sources of information that may be specifically listed on a Disclosed Document or similar endorsement attached to "this policy." No undocumented verbal or publically available information shall be considered part of the "application" unless acknowledged in writing by us.

SL - 008 09 21 Copyright © Starr Surplus Lines Insurance Company. All rights reserved Page 10 of 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission.

DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2 If any material submitted to us as part of the "application" includes:

1. Any applications for insurance or other documents originally prepared by the insured for another party and containing any certifications, representations or any such statement by the insured, those statements shall be deemed as having been made to us as well for the purpose of the "application" for "this policy";

2. Reports or other documents originally prepared by a third party that include statements restricting the report's use to the insured, or any party other than us, we will be entitled to rely on the accuracy of the information contained in such reports as if no such restriction were included Such restrictions shall not relieve the insured of any obligation to ensure information presented with the "application" is accurate at the time of submission.

No information shall be submitted with the "application" that the insured knows, or reasonable should know, to be false, misleading, no longer an accurate statement or materially incomplete at the time of submission.

B. "Auto" means:

1. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or

2. Any other vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged.

C. "Bodily injury" means:

1. Physical injury, sickness, disease or illness sustained by a person, including any associated medical monitoring costs resulting from any of these at any time;

2. Death resulting from such physical injury, sickness, disease or illness sustained by a person;

3. Mental anguish, shock, emotional distress or other mental injury, each when accompanied by physical injury, sickness disease or illness; and
Care necessitated by, or loss of services resulting from, the foregoing.

D. "Breach of professional duty" means negligence, defined as the failure to meet the professional standard of care legally required or reasonably expected under the circumstances in the performance or non-performance of "professional services" rendered to others for a fee by the insured that results in "damages" for which the insured is legally liable.

E. "Claim" or "Claims" means a written request or a written demand received by you for money or services, including the institution of "suit" or arbitration proceedings against you, seeking "damages." F. "Cleanup costs" means any cost incurred for the investigation, evaluation, monitoring, testing, removal, containment, treatment, response, disposal, remediation, detoxification or neutralization of any pollutant. The cleanup shall be deemed to be complete upon receipt of a No Further Action Letter or similar letter or a clean closure determination from the supervising governmental authority or upon satisfaction of the requirements identified within the American Society of Testing and Materials' Guide for Risk Based Corrective Actions.

G. "Coverage territory" means:

1. The United States of America (including Washington D.C.) and Puerto Rico;

2. All parts of the world if the insured's responsibility to pay "damages" is determined in a "suit" on the merits, in the United States of America or in a settlement we agree to.

We make no representations concerning whether "this policy" complies with laws or requirements of foreign countries concerning insurance matters.

H. "Damages" means any amount that an insured is legally obligated to pay resulting from a "claim" including:

1. judgments and settlements;

2. interest on judgments;

3. compensation for "bodily injury" resulting from a "pollution incident"; and

4. compensation for "property damage" resulting from a "pollution incident." "Damages" do not include:

SL - 008 09 21 Copyright © Starr Surplus Lines Insurance Company. All rights reserved. Page 11 of 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission.

DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2

1. The return or withdrawal of fees paid or owed to the insured;

2. Fee disputes of any kind;

3. Taxes;

4. Sanctions, fines or penalties imposed by law;

5. Matters that may be deemed uninsurable under the law pursuant to which "this policy" shall be construed;

6. Matters that may be deemed uninsurable under the laws or regulations applicable to us; or

7. "Liquidated Damages" except for liability the insured would have in the absence of such "liquidated damages." "Employees" means:

1. past and present employees, and

2. temporary and leased staff working on your behalf and under direct supervision of you, while providing "professional services."
J. "Executive officer" means a past or present person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document.

K. "Interrelated breaches" means all "breaches of professional duty" that have a common nexus of fact, circumstance, situation, event, transaction, cause or series of related facts, circumstances, situations, events, transactions or causes.

L. "Liquidated damages" means an amount stipulated in advance in a contract to be the amount or measure of financial liability to be recovered by a party to that contract if the other party breaches the agreement or fails to perform, or perform adequately, its obligations under the contract.

M. "Natural resource damage" means physical injury to, or destruction of, including the resulting loss of value of, managed by, held in trust by, appertaining to, or otherwise controlled by the United States (including the resources of the fishery conservation zone established in the Magnuson-Stevens Fishery Conservation and Management Act (16 U.S.C. 1801 et seq.)), any state or local government, any foreign government, any Native American tribe, or, if such resources are subject to a trust restriction on alienation, any member of an Indian tribe.

N. "Policy period" means the time period beginning on the Effective Date stated in the Declarations and lasting to the earlier of:

1. The date of policy expiration stated in the Declarations; or

2. The date of policy cancellation.

O. "Pollution incident" means the discharge, dispersal, release, escape, migration, or seepage of any solid, liquid, gaseous, or thermal irritant or contaminant, including smoke, soot, vapors, fumes, odors, acids, alkalis, chemicals, hazardous substances, hazardous materials, or waste materials, on, in, into, or upon land and structures thereupon, the atmosphere, surface water, or groundwater that:

1. is caused by a "breach of professional duty"; and

2. results in "bodily injury" or "property damage."
P. "Predecessor in interest" means any prior entity whose assets, partners, principals or shareholders have been acquired by the insured and whose name has been listed in the "application" and for whose insurance the insured is responsible by written agreement.

Q. "Professional services" means only those types of services listed in the Scheduled Professional Services endorsement to "this policy" that the insured or those working on its behalf are legally qualified to perform for third parties for a fee and that are related to your practice as an engineer, geologist, consultant or as specifically defined by endorsement to "this policy."
"Professional services" does not include facilities operations, facilities maintenance operations or facilities activities.

R. "Property damage" means:

1. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall SL - 008 09 21 Copyright © Starr Surplus Lines Insurance Company. All rights reserved. Page 12 of 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission.

DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2 be deemed to take place at the time of the physical injury that caused such loss of use;

2. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to take place at the time of the "pollution incident" that caused it;

3. "Natural Resource Damage"; and

4. "Cleanup Costs."
S. "Retroactive date" means:

1. The date stated in the Declarations;

2. If "this policy" is a direct renewal of a prior policy, the coverage inception date of the first policy in the continuous and uninterrupted series of direct renewals; or

3. The coverage inception date of "this policy" if no retroactive date is stated in the Declarations.

T. "Suit" means a civil proceeding in which "damages" because of any "breach of professional duty" to which this insurance applies are alleged. "Suit" includes:

1. An arbitration proceeding in which such "damages" are claimed and to which the insured must submit or does submit with our consent; or

2. Any other alternative dispute resolution proceeding in which such "damages" are claimed and to which the insured submits with our consent.

U. "This policy" means:

1. This insurance policy titled: Professional Liability Coverage Form;

2. The Declarations attached herewith;

3. The "application", and

4. Any modifications to the insurance policy attached herewith or subsequently issued in accordance with SECTION IV - CONDITIONS, L. Assignment and Changes to the Policy.

SL - 008 09 21 Copyright © Starr Surplus Lines Insurance Company. All rights reserved. Page 13 of 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission.

DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2 Policy Number: BA-8M250481-23-42-G COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

AUTO COVERAGE PLUS ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. **A. BLANKET ADDITIONAL INSURED H. AUDIO, VISUAL AND DATA ELECTRONIC B. EMPLOYEE HIRED AUTO EQUIPMENT - INCREASED LIMIT
C. EMPLOYEES AS INSURED I. WAIVER OF DEDUCTIBLE - GLASS D. SUPPLEMENTARY PAYMENTS - INCREASED J. PERSONAL PROPERTY LIMITS K. AIRBAGS
E. TRAILERS - INCREASED LOAD CAPACITY L. AUTO LOAN LEASE GAP F. HIRED AUTO PHYSICAL DAMAGE ** M. BLANKET WAIVER OF SUBROGATION G. PHYSICAL DAMAGE - TRANSPORTATION

EXPENSES - INCREASED LIMIT
** A. BLANKET ADDITIONAL INSURED performing duties related to the conduct of The following is added to Paragraph A.1., Who Is your business.

An Insured, of SECTION II - COVERED AUTOS 2. The following replaces Paragraph b. in B.5., LIABILITY COVERAGE: Other Insurance, of SECTION IV - BUSI- Any person or organization who is required under NESS AUTO CONDITIONS:
a written contract or agreement between you and b. For Hired Auto Physical Damage Cover that person or organization, that is signed and
executed by you before the "bodily injury" or ered thuts" you ore deemed to be cov "property damage" occurs and that is in effect
during the policy period, to be named as an addi- (' Art overed auto" you lease, hire, tional insured is an "insured" for Covered Autos
Liability Coverage, but only for damages to which (2) Any covered "auto" hired or rented by this insurance applies and only to the extent that your "employee" under a contract ir person or organization qualifies as an "insured" an "employee's" name, with your under the Who Is An Insured provision contained permission, while performing duties in Section II. related to the conduct of your busi
B. EMPLOYEE HIRED AUTO ness.

1. The following is added to Paragraph A.1., However, any "auto" that is leased, hired, rented or borrowed with a driver is not a
Who Is An Insured, of SECTION II - COV- covered "auto".

ERED AUTOS LIABILITY COVERAGE:

An "employee" of yours is an "insured" while C. EMPLOYEES AS INSURED operating a covered "auto" hired or rented The following is added to Paragraph A.1., Who Is under a contract or agreement in an "em- An Insured, of SECTION II - COVERED AUTOS ployee's" name, with your permission, while LIABILITY COVERAGE:

CA T4 20 02 15 © 2015 The Travelers Indemnity Company. All rights reserved Page 1 of 3 ncludes copyrighted material of Insurance Services Office, Inc. with its permissior DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2

COMMERCIAL AUTO
Any "employee" of yours is an "insured" while us- (2) An adjustment for depreciation and physical ing a covered "auto" you don't own, hire or borrow condition will be made in determining actual in your business or your personal affairs. cash value in the event of a total "loss".

D. SUPPLEMENTARY PAYMENTS - INCREASED (3) If a repair or replacement results in better LIMITS than like kind or quality, we will not pay for the

1. The following replaces Paragraph A.2.a.(2) of amount of betterment.

SECTION II - COVERED AUTOS LIABILITY (4) A deductible equal to the highest Physical COVERAGE: Damage deductible applicable to any owned
(2) Up to $3,000 for cost of bail bonds (in- covered "auto". cluding bonds for related traffic law viola- (5) This Coverage Extension does not apply to:
tions) required because of an "accident"
(a) Any "auto" that is hired, rented or bor-
we cover. We do not have to furnish rowed with a driver; or these bonds.
(b) Any "auto" that is hired, rented or bor-

2. The following replaces Paragraph A.2.a. (4) of rowed from your "employee".

SECTION I| - COVERED AUTOS LIABILITY G. PHYSICAL DAMAGE - TRANSPORTATION COVERAGE:

EXPENSES - INCREASED LIMIT
(4) All reasonable expenses incurred by the
The following replaces the first sentence in Para-
"insured" at our request, including actual
loss of earnings up to $500 a day be- graph A.4.a., Transportation Expenses, of cause of time off from work. SECTION III - PHYSICAL DAMAGE COVER- AGE:

E. TRAILERS - INCREASED LOAD CAPACITY
We will pay up to $50 per day to a maximum of
The following replaces Paragraph C.1. of SEC- $1,500 for temporary transportation expense in- TION I - COVERED AUTOS: curred by you because of the total theft of a cov-

1. "Trailers" with a load capacity of 3,000 ered "auto" of the private passenger type. pounds or less designed primarily for travel H. AUDIO, VISUAL AND DATA ELECTRONIC on public roads. EQUIPMENT - INCREASED LIMIT
F. HIRED AUTO PHYSICAL DAMAGE Paragraph C.1.b. of SECTION III - PHYSICAL The following is added to Paragraph A.4., Cover- DAMAGE COVERAGE is deleted. age Extensions, of SECTION III - PHYSICAL I. WAIVER OF DEDUCTIBLE - GLASS DAMAGE COVERAGE:

The following is added to Paragraph D., Deducti-
Hired Auto Physical Damage Coverage ble, of SECTION III - PHYSICAL DAMAGE If hired "autos" are covered "autos" for Covered COVERAGE:

Autos Liability Coverage but not covered "autos" No deductible for a covered "auto" will apply to for Physical Damage Coverage, and this policy glass damage if the glass is repaired rather than also provides Physical Damage Coverage for an replaced. owned "auto", then the Physical Damage Cover- J. PERSONAL PROPERTY age is extended to "autos" that you hire, rent or
borrow subject to the following: The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III - PHYSICAL ~
(1) The most we will pay for "loss" to any one DAMAGE COVERAGE:
"auto" that you hire, rent or borrow is the Personal Property Coverage lesser of:

We will pay up to $400 for "loss" to wearing ap-
(a) $50,000; parel and other personal property which is:
(b) The actual cash value of the damaged or (1) Owned by an "insured"; and stolen property as of the time of the (2) In or on your covered "auto". loss or
This coverage only applies in the event of a total
(c) The cost of repairing or replacing the ' theft of your covered "auto". damaged or stolen property with other No deductibles apply to Personal Property cover- property of like kind and quality. age.

Includes copyrighted material of Insurance Services Office, Inc. with its permission. 015327
DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2

COMMERCIAL AUTO
K. AIRBAGS (2) Any:

The following is added to Paragraph B.3., Exclu- (a) Overdue lease or loan payments at the sions, of SECTION III - PHYSICAL DAMAGE time of the "loss", COVERAGE:
(b) Financial penalties imposed under a
Exclusion 3.a. does not apply to "loss" to one or lease for excessive use, abnormal wear more airbags in a covered "auto" you own that in- and tear or high mileage; flate due to a cause other than a cause of "loss"
set forth in Paragraphs A.1.b. and A.1.c., but (c) Security deposits not returned by the les- only:
a. If that "auto" is a covered "auto" for Compre- (d) Costs for extended warranties, Credit Life hensive Coverage under this policy; Insurance, Health, Accident or Disability b. The airbags are not covered under any war- Insurance purchased with the loan or ranty; and
c. The airbags were not intentionally inflated. (e) Carry-over balances from previous loans or leases.

We will pay up to a maximum of $1,000 for any
one "loss". ** M. BLANKET WAIVER OF SUBROGATION
L. AUTO LOAN LEASE GAP The following replaces Paragraph A.5., Transfer The following is added to Paragraph A.4., Cover- Of Rights Of Recovery Against Others To Us, age Extensions, of SECTION III - PHYSICAL of SECTION IV - BUSINESS AUTO CONDI- DAMAGE COVERAGE: TIONS:

Auto Loan Lease Gap Coverage for Private 5. Transfer Of Rights Of Recovery Against Passenger Type Vehicles Others To Us
in the event of a total "loss" to a covered "auto" of We waive any right of recovery we may have the private passenger type shown in the Schedule against any person or organization to the ex- or Declarations for which Physical Damage Cov- tent required of you by a written contract exe- erage is provided, we will pay any unpaid amount cuted prior to any "accident" or "loss", pro- due on the lease or loan for such covered "auto" vided that the "accident" or "loss" arises out of less the following: the operations contemplated by such con- (1) The amount paid under the Physical Damage tract. The waiver applies only to the person or Coverage Section of the policy for that "auto"; organization designated in such contract.

CA T4 20 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2 POLICY NUMBER: BA-8M250481-23-42-G

COMMERCIAL AUTO

4. Loss Payment - Physical Damage Cover- son or organization holding, storing or trans- ages porting property tor a tee regardless of any
At our option, we may: other provision of this Coverage Form. a. Pay for, repair or replace damaged or sto- Other Insurance len property; a. For any covered "auto" you own, this
b. Return the stolen property, at our ex- Coverage Form provides primary insur- pense. We will pay for any damage that ance. For any covered "auto" you don't results to the "auto" from the theft; or own, the insurance provided by this Cov- erage Form is excess over any other col-
c. Take all or any part of the damaged or lectible insurance. However, while a cov- stolen property at an agreed or appraised ered "auto" which is a "trailer" is con- value.
nected to another vehicle, the Covered
If we pay for the "loss", our payment will in- Autos Liability Coverage this Coverage clude the applicable sales tax for the dam- Form provides for the "trailer" is:
aged or stolen property. (1) Excess while it is connected to a mo- Transfer Of Rights Of Recovery Against tor vehicle you do not own; or Others To Us
(2) Primary while it is connected to a
If any person or organization to or for whom covered "auto" you own. we make payment under this Coverage Form
has rights to recover damages from another, b. For Hired Auto Physical Damage Cover- those rights are transferred to us. That person age, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered
or organization must do everything necessary
to secure our rights and must do nothing after "auto" you own. However, any "auto" that "accident" or "loss" to impair them. is leased, hired, rented or borrowed with a driver is not a covered "auto".

B. General Conditions
c. Regardless of the provisions of Para-

1. Bankruptcy graph a. above, this Coverage Form's
Bankruptcy or insolvency of the "insured" or Covered Autos Liability Coverage is pri- the "insured's" estate will not relieve us of any mary for any liability assumed under an obligations under this Coverage Form. "insured contract".

2. Concealment, Misrepresentation Or Fraud d. When this Coverage Form and any other This Coverage Form is void in any case of Coverage Form or policy covers on the fraud by you at any time as it relates to this same basis, either excess or primary, we will pay only our share. Our share is the
Coverage Form. It is also void if you or any
proportion that the Limit of Insurance of
other "insured", at any time, intentionally con-
our Coverage Form bears to the total of
ceals or misrepresents a material fact con-
the limits of all the Coverage Forms and
cerning:
policies covering on the same basis.
a. This Coverage Form; 6. Premium Audit
b. The covered "auto";
a. The estimated premium for this Coverage
c. Your interest in the covered "auto"; or Form is based on the exposures you told d. A claim under this Coverage Form. us you would have when this policy be-

3. Liberalization gan. We will compute the final premium due when we determine your actual ex-
If we revise this Coverage Form to provide posures. The estimated total premium wil more coverage without additional premium be credited against the final premium due charge, your policy will automatically provide and the first Named Insured will be billed the additional coverage as of the day the re- for the balance, if any. The due date for vision is effective in your state. the final premium or retrospective pre-

4. No Benefit To Bailee - Physical Damage mium is the date shown as the due date Coverages on the bill. If the estimated total premium
exceeds the final premium due, the first
We will not recognize any assignment or Named Insured will get a refund. grant any coverage for the benefit of any per-
CA 00 01 10 13 © Insurance Services Office, Inc., 2011 Page 9 of 12 002360
DocuSign Envelope ID: E7117B33-17FB-465B-A148-90270FC7F9B2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF OUR RIGHT TO RECOVER

FROM OTHERS ENDORSEMENT
Policy Number: 72 WEC AR3J9L Endorsement Number:

Effective Date: 03/31/23 Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address: Glenn Lukos Associates, Inc. 1940 E DEERE AVE STE 250
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 Form WC 00 03 13 Printed in U.S.A.

Process Date: 03/31/23 Policy Expiration Date: 03/31/24