1.g.2 Amendment No. 1 — Placentia City Council, February 15, 2022

AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT

PROVISION OF PROFFESSIONAL SERVICES WITH
NV5 INC
This Amendment No. 1 ("Amendment") to Professional Services Agreement is made and entered into effective the February 15, 2022, by and between the CITY OF PLACENTIA, a Charter City and Municipal Corporation ("CITY"), and NV5 Inc., a California corporation (hereinafter "CONSULTANT"). CITY and CONSULTANT are sometimes hereinafter individually referred to as "Party" and or collectively referred to as the "Parties." A. Recitals.
(i). CITY and CONSULTANT entered into a Professional Services Agreement ("Agreement") effective May 18, 2021 through which CONSULTANT has been providing professional services as more fully explained in the Scope of Services attached to the Agreement as Exhibit "A."
(ii). The Parties now seek to amend the Agreement to increase compensation for inspection services by an additional not -to -exceed $50,000 for additional inspection services in support of the Old City Hall Office Renovations. NV5 Inc., is currently providing construction management and inspection services for the City's TOD Crowther Sanitary Sewer Pipeline project and this amendment is needed to increase their contract amount for providing inspection services for the Old City Hall Office Renovation project. City solicited proposals from all 3 consultants on the list and NV5 Inc., was the only respondent.
(iii). All legal prerequisites to the making of this Amendment have occurred.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the Parties agree as follows:

B. Amendment to Agreement.

1. Section 2.1, Paragraph 1 of the Agreement is hereby amended to read as follows:

Consultant shall be paid in accordance with the fee scheduled set forth in Exhibit "A".

Consultant's total compensation shall not exceed Three Hundred Thousand Dollars ($300,000) over the initial three-year term.

3. Except as specifically modified herein, all of the terms, conditions and provisions of the Agreement shall remain in full force and effect.

4. The Agreement, all amendments together with this Amendment No. 1 and all Exhibits attached thereto, constitutes the entire Agreement between the Parties and supersedes all prior negotiations, arrangements, representations, and understandings, if any, made by or between the Parties with respect to the subject matter hereof. No amendment or other modification of the

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ATTACHMENT 2

Agreement, as modified by this Amendment No. 1 shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees.

5. Each of the undersigned represents and warrants that he or she is duly authorized to execute and deliver this Amendment No. 1 and that such execution is binding upon the entity for which he or she is executing this document.

IN WITNESS WHEREOF, the Parties have caused Amendment No. 1 to the Maintenance Services Agreement are to be executed as of the day and year first above written.

CONSULTANT CITY OF PLACENTIA
By: By:

Peter Salgado, Director of CM Damien R. Arrula, City Administrator ATTEST:

By:

Robert S. McKinnell, City Clerk
APPROVED AS TO FORM:

By:

Christian L. Bettenhausen, City Attorney

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ATTACHMENT 2

PN: P27022-0001367.00
January 28, 2022
Raquel Garcia
Associate Civil Engineer
City of Placentia
NV5
SUBJECT: Request for Proposal — Inspection Services for the Old City Hall Office Renovation Project Dear Ms. Garcia,
NV5, Inc. is excited to have the opportunity to provide Part-time Inspection Services to the City of Placentia (City) for its Old City Hall Office Renovation Project. Our team has the technical knowledge and experience to deliver your project in the most cost-efficient and cost-effective manner. NV5's strengths include the following:

Current Partnership: Our experience and strong existing relationship with the City gives us the ability to continue providing professional construction support services for your projects. We operate with a sound understanding of your organizational structure, administrative processes and the community you serve. This in turn allows us to provide the required construction support services in the most efficient manner. Our partnership with the City has resulted in the successful completion of several projects including:
• Crowther Sanitary Sewer Pipeline Replacement (Construction Management + Inspection) • FY 2019-20 Arterial Roadway Rehabilitation (Construction Inspection) • Placentia Avenue Rehabilitation (Construction Management + Inspection) Relevant Experience: We have a proven track record of successfully providing inspection services to municipalities throughout Southern California, most of which have been repeat clients. Our team has provided similar services for dozens of municipal facility/building improvement projects, including:
• William Woollet Jr. Aquatics Complex (City of Irvine) • Heritage Park Community Center (City of Irvine)
• Lambert Park (City of El Monte)
• Margarita Recreation Center (City of Temecula)
• Robinson Park Recreation Center (City of Pasadena)
• Utility Operations Yard (City of Huntington Beach)
• Sea Country Senior and Community Center
(City of Laguna Niguel)
Proposed Team: NV5 Project Manager, Peter Salgado, PE will oversee NV5's construction inspection services for this project. For Construction Inspector, we offer Robert Little, who brings more than 24 years of experience in public works inspection, including with building systems. He is well versed in the inspection of facility and building, sewer and water, and transportation construction projects. He is a former Public Works and Engineering Inspector for the City of Eastvale, City of Moreno Valley, City of Corona, and Bermuda Dunes. Mr. Little has extensive experience working with the public, elected officials, contractors, architects, developers, utility companies and engineers. He is APWA CPII, ICC Grading, Concrete, and NICET II & III certified. As an Alternate Inspector, we also offer Bob Bean, who brings more than 30 years of experience in building and electrical inspection. Mr. Bean has most recently served as a Building Permit Inspector for the City of Burbank inspecting a wide range of building and facility construction projects. Resumes for our proposed inspectors have been attached for your consideration.

Fee Proposal: NV5's proposed fee for this project, based on a 90 working day schedule and four (4) hours of part-time inspection per day, is $46,800. Our fee is based on time -and -materials utilizing our on-call contract inspector hourly rate of $130.

NV5 looks forward to the opportunity to work with the City and help you achieve your goals and objectives. If you need further information, we may be reached by phone at (949) 585-0477, or electronically [email protected] and peter. [email protected]. Thank you for your time and consideration.

Sincerely,
NV5
Pete a gado, PE
Director of Construction Services
Jef i ey M. ooper, PE
Vi e President

COMPANY INFORMATION/CONTACT
Name: NV5, Inc.

Address: 163 Technology Drive, Suite 100.

Irvine, CA 92618
Telephone Number: (949) 585-0477
Email of Contact: [email protected]
163 Technology Drive, Suite 100 1 Irvine, CA 92618 1 www.nv5.com 1 Office: 949.585.0477 1 Fax: 949.409.8182

RESUME

CONTACT INFO
949.585.0477

EXPERIENCE
24 years

EDUCATION
B.S. Business
Administration

LICENSES/CERTIFICATES

APWA CPII
ICC Grading
Concrete
Radiation Safety Officer
Nuclear Gauge operator

NICET II & III
Soils,Transportation
Engineering Technology
WAQTC
Embankment and base
testing technician
NV5
ROBERT A. LITTLE
Construction Inspector
Mr. Little is a Senior Public Works/Encroachment Permit Inspector with 24 years of experience in construction inspection in both the public and private sector. His projects have included inspection of new development construction, right-of-way encroachment permit inspections, sewer and water -related facilities, street rehabilitations, sidewalk improvements, slurry seal projects, storm drains and vertical construction. Aformer Public Works and Engineering Inspector for the City of Eastvale, City of Moreno Valley, City of Corona, and Bermuda Dunes, Mr. Little has extensive experience working with the public, elected officials, contractors, architects, developers, utility companies and engineers. He has multiple special inspection certificates, including APWA CPII, ICC Grading, Concrete, and NICET II & III among others. Mr. Little has been responsible for monitoring construction activities, preparing daily construction inspection reports, verifying compliance with plans and specifications, maintaining record drawings, and final inspections.

Project Experience
Senior Construction Inspector

CITY OF MORENO VALLEY, CITY OF EASTVALE AND THE SOBOBA BAND OF LUISENO INDIANS, CA Senior Construction Inspector. Mr. Little served as a public works, encroachment and building inspector and observer for the City of Moreno Valley, City of Eastvale and the Soboba Band of Luiseno Indians. He performed construction and landscape inspection services for several large tilt up projects for the cities of Moreno Valley and Eastvale, and for a new convenience store and gas station on the Soboba reservation, inspecting primarily the fire suppression systems and the installation of the gasoline delivery systems, plumbing, and concrete components of the building.

Senior Construction Inspector

CITIES OF CORONA, RIALTO, YORBA LINDA AND WESTMINSTER, CA Senior Construction Inspector. Mr. Little served as a public works inspector for the Cities of Corona, Rialto, Yorba Linda and Westminster. He was responsible for providing inspection of building, street improvements, new road construction, grind and overlay, slurry seal, curb and gutter, landscape and irrigation, storm drain, sewer, and water improvement projects.

Senior Construction Inspector

KING CITY, CA
Senior Construction Inspector. Mr. Little served as the construction inspector for the Fort Hunter Liggett Training Barracks and Headquarters. His responsibilities included upkeeping the as -built drawings, materials testing and presentation of the data to the USACOE. He also acted as the grading, masonry,• and reinforced concrete deputy inspector.

Senior Construction Inspector

CATHEDRAL CITY, CA
Senior Construction Inspector. Mr. Little served as the construction inspector for the Eagle Canyon Dam in Cathedral City. His responsibilities included upkeeping the as - built drawings, materials testing and presentation of the data to the California Division of Safety of Dams and the Riverside County Flood Control and Water Conservation District.

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RESUME
Senior Construction Inspector/Field Supervisor

MURIETTA, CA
Senior Construction Inspector. Mr. Little provided inspection services for several residential and commercial developments and street improvement projects in Southern California. His responsibilities included supervising up to 15 technicians, upkeeping the as -built drawings, materials testing and presentation of the data to the developer clients.

Senior Construction Inspector

RANCHO CUCAMONGA, CA
Senior Construction Inspector. Mr. Little provided inspection services for the 215 Freeway and 5 Freeway projects, and several commercial and residential and commercial grading projects, tilt up buildings and street improvement projects across Southern California.

Senior Geotechnical Engineering Technician
YUCAIPA VALLEY WATER DISTRICT AND THE DESERT WATER AGENCY 1 PALM SPRINGS, CA Sewer, Water and Storm Drain Inspector. Mr. Little provided inspection services for the Yucaipa Valley Water District and the Desert Water Agency. His responsibilities included documenting the line and grade for public improvements, upkeeping the as -built drawings, scheduling the materials testing and presentation of the data to the client.

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RESUME

CONTACT INFO
949.585.0477

EXPERIENCE
30 years

EDUCATION
A.A. Business
Administration
Apprenticeship Program,
IBEW Local 11 Los Angeles

REGISTRATIONS
Former C10 Electrical
Contractor
Journeyman Electrician
Union Steward

AFFILIATIONS
IBEW Board of Trustees
NECA Board of Trustees
NV5

BOB BEAN
Alternate Construction Inspector
Mr. Bean has more than 30 years of experience as an electrical and building inspector performing site quality control to ensure the Contractor constructs the work in accordance with the approved plans and specifications.

Mr. Bean served as the electrical inspector for the Clark County Building Department where he was responsible for electrical inspections of all permit applications. He also has extensive experience as a Journeyman Electrician, licensed Electrical Contractor, and electrical designer. Mr. Bean served as an electrical estimator and inspector where he primarily did work for the Los Angeles County School District. He was also the primary inspector for the MGM Grand Hotel after the November 1980 fire. As a licensed Electrical Contractor and President and CEO of Conger and Bean Electric in the State of Nevada, one of Mr. Bean's primary customers was the Dunes Hotel and Casino where he was responsible for ensuring that all equipment remained functional around the clock 365 days a year. He has also been involved in the electrical construction of pipelines for Alyeska Pipeline in Alaska. He was an electrician during the construction of the Diablo Canyon Nuclear Reactor in Pismo Beach, California.

Mr. Bean has been on both sides of the Union table serving on the Board of Trustees for the IBEW Union as a Laborer Representative, and then as an owner for NECA. He also served as a Union Steward for the Puente Hills Mall. Additionally, Mr. Bean is a veteran of the Vietnam War where he served on board the USS Ticonderoga, USS Ranger flight deck electrician, and VF92 as an aviation electrician, Second Class E5.

Project Experience
Building Permit Inspector

CITY OF BURBANK I BURBANK, CA
Building Permit Inspector. Mr. Bean is a Building Permit Inspector performing building inspections for new commercial and residential building construction, additions, remodels, and alterations, including the repair and maintenance for electrical, plumbing, and mechanical work, rough framing, seismic bracing, foundations, drywall, windows and doors, roofing, electrical service installation, water distribution, and HVAC. Mr. Bean reports directly to the City Building Permit Department working as an extension of City Inspection Staff where he receives his daily building permit inspection assignments, performs the inspections for conformance to the approved permit plans, City standards, CBC, NEC, and other applicable codes, and then finalizes his inspection reports at the end of the day on the City's computerized building inspection portal.

Building Department Inspector

CLARK COUNTY, NV
Electrical Inspector. Mr. Bean served as Clark County's Electrical Inspector for the Las Vegas strip in Clark County Nevada, including all hotels from McCarron Airport to downtown Las Vegas. Mr. Bean inspected all electrical permitted installations including new electrical services, transformers, residential, commercial, hotels, swimming pools, air conditionings, elevators, kitchen facilities, fire alarms, telephone systems, CCTV security installations, landscape lighting, traffic signals and street lighting. Mr. Bean would receive the permit inspection assignments from the building department to inspect the various phases from rough in to final electrical inspection and proceeded Delivering Solutions — Improving Lives NV5 1 4

RESUME
in the field to inspect each of the various electrical elements that required permitting. Mr. Bean was the electrical inspector who investigated the fire at the MGM Grand Hotel that killed 77 people in November 1977. His careful forensic investigations determined that insufficiently sized conduit stuffed with too many wires by the hotel's maintenance crews, which subsequently overheated melting the adjacent insulation, created a deadly gas and caused a short which created a backfire in the attic of the New Orleans Restaurant, was the cause of this devastating and deadly fire.

Facilities Operation Plus
LOS ANGELES UNIFIED SCHOOL DISTRICT 1 LOS ANGELES, CA
Chief Electrical Estimator/Inspector. Mr. Bean was the chief electrical estimator and inspector for installations at the Los Angeles Unified School District. Mr. Bean did all material take offs and pricing for ongoing and upcoming projects. As an inspector, Mr. Bean ensured that all installations were done properly and up to the standards and requirements from the Uniform Electrical Code. Installations included lighting and upgrading of lighting receptacles to install new energy efficient luminaries.

J. W. Johnson Reservoir Facility Valve Replacements & Site Improvements Project LONG BEACH WATER DEPARTMENT 1 LONG BEACH, CA
Construction Inspector. Mr. Bean was the construction inspector for this project involving replacement of four underground water main valves, installation of five storm drain inlets, construction of a containment cell for an indoor above -ground chlorine tank, construction of a large concrete reinforced storage pad, trenching for the installation of electrical conduit, and re -paving of surface areas to allow for proper drainage. 15th Street & Cherry Avenue Sewer Replacement Project

LONG BEACH, CA
Construction Inspector. Mr. Bean was the Construction Inspector for the replacement of 565 lineal feet of 8 -inch cement sewer to 12 -inch VCP sewer, and the reconnection of the sewer laterals. This project involved full sewer by-pass which was buried temporarily within the street that Mr. Bean constantly monitored for spill prevention. This was a high profile project that Mr. Bean was also responsible for on-going public relations as the project progressed. He was also in charge of paving inspection for the re -paving of Cherry Avenue.

Group 12 CIPP Sewer Relining Program
LONG BEACH WATER DEPARTMENT 1 LONG BEACH, CA
Construction Inspector. Mr. Bean was the Construction Inspector for the Long Beach Water Department's Group 12 CIPP sewer relining program. This project involved providing construction oversight and observation of LBWD's contractor to install almost 15,000 L.F. of 8 -inch, 10 -inch and 12 -inch cured -in-place sewer cleaning, pre -lining video, lining, and post - lining video. Point repairs and manhole rehabilitations were also undertaken. Once the installation of the CIPP began, Mr.

Bean coordinated with the LBWD for shutting off water services for the various residential and businesses along the sewer line routes. Once curing was completed, a post lining video was run, followed by re -installation of the laterals and top hat installation on select laterals.

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CITY OF PLACENTIA

PROFESSIONAL SERVICES AGREEMENT
WITH
NV5 INC
19W 134'
THIS AGREEMENT is made and entered into this ih day of May, 2021 ("Effective Date"), by and between the CITY OF PLACENTIA, a municipal corporation (City"), and NV5 Inc, a California Corporation (Consultant").

WITNESSETH:

A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to provide construction management and inspection services, as more fully described herein: and
B. WHEREAS, Consultant represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and C. WHEREAS, City and Consultant desire to contract for the specific services described in Exhibit "A" (the "Project") and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and
D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:

1.0. SERVICES PROVIDED BY CONSULTANT

1.1. Scone of Services. Consultant shall provide the professional services described in the Consultant's Proposal ("Proposal'), attached hereto as Exhibit "A" and incorporated herein by this reference

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

1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to the complete satisfaction of the City and within the hereinafter specified. Evaluations of the work will be done by the City Administrator or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:
(a) Meet with Consultant to review the quality of the work and resolve the

matters of concern;
(b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.

1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety, fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant's performance under this Agreement.

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

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

Consultant shall, in all solicitations and advertisements for employees placed by, or on behalf of Consultant shall state that all qualified applicants will receive consideration for employment without regard to age, race, color, religion, sex, marital status, national origin, or mental or physical disability. Consultant shall cause the paragraphs contained in this Section to be inserted in all subcontracts for any work covered by the Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.

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

1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant's sole cost and expense. All insurance requirements contained in this Agreement are independently applicable to any and all subcontractors that Consultant may engage during the term of this Agreement.

1.8. Confidentiality. Employees of Consultant in the course of their duties may have 2 NV5 Inc
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access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement,

2.0. COMPENSATION AND BILLING

2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "A." Consultant's total compensation shall not exceed Two Hundred and Fifty Thousand Dollars ($ 250,000.00).

2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services specified in the Consultant's Proposal or which is inconsistent with or in violation of the provisions of this Agreement unless the City or the Project Manager for this Project, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.

Should the City request in writing additional services that increase the hereinabove described "SCOPE OF SERVICES", an additional fee based upon the Consultant's standard hourly rates shall be paid to the Consultant for such additional services.

2.3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices.

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

3.0. TIME OF PERFORMANCE

3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Said services shall be performed in strict compliance with the Project Schedule approved by City as set forth in Exhibit "A."

3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of the Consultant is encountered, a time extension may be 3 NV5 Inc
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mutually agreed upon in writing by the City and the Consultant. The Consultant shall present documentation satisfactory to the City to substantiate any request for a time extension.

4.0. TERM AND TERMINATION

4.1. Term. This Agreem t gall commence on the Effective Date and continue for a period of 3 years, ending on May 4 20 4, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. The agreement may also be extended for an additional two-year term based on the City's discretion and contractor performance.

4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Consultant. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement. if the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

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

4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination within thirty-five (35) days after service of the notice of termination. Compensation for work in progress shall be prorated based on the percentage of 4 NV5 Inc
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work completed as of the effective date of termination in accordance with the fees set forth herein.

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

4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense to Consultant.

5.0. INSURANCE

5.1. Minimum Scone and Limits of Insurance, Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated "A," Class X, or better in the most recent Bests Key Insurance Rating Guide, and approved by City:
(a) Broad -form commercial general liability, in a form at least as broad as ISO from #CG 00 01 04 13, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. If Consultant maintains higher limits that the specified minimum limits, City requires and shall be entitled to coverage for the high limits maintained by the Consultant.
(b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not Tess than One Million Dollars ($1,000,000.00), combined single limits, each incident for bodily injury and property damage.
(c) Workers' compensation insurance as required by the State of California and Employers Liability Insurance with a minimum limit of $1,000,000 per accident for any employee or employees of Consultant. Consultant agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers for losses arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies.

Before execution of this Agreement by the City, the Consultant shall file with the Public Works Director/City Engineer the following signed certification:
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I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers' Compensation or to undertake self-insurance before commencing any of the work.

The Consultant shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the Public Works Director/City Engineer before execution of this Agreement by the City. The City, its officers and employees shall not be responsible for any claims in law or equity occasioned by failure of the consultant to comply with this section. (d) Professional errors and omissions ("E&O") liability insurance with policy limits of not less than One Million Dollars ($1.000,000.00), combined single limits, per occurrence and aggregate. Architects' and engineers' coverage shall be endorsed to include contractual liability. If the policy is written as a "claims made" policy, the retro date shall be prior to the start of the contract work. Consultant shall obtain and maintain, said E&O liability insurance during the life of this Agreement and for three years after completion of the work hereunder.

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

5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions as worded below:
(a) Additional insureds: "The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant."
(b) Notice: "Consultant shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self-insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Consultant shall forthwith obtain and submit proof of substitute insurance. Should Consultant fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at Consultant's sole cost and expense." (c) Other insurance: "The Consultant's insurance coverage shall be primary 6 NV5 Inc
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insurance as respects the City of Placentia, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Placentia shall be excess and not contributing with the insurance provided by this policy "
(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Placentia, its officers, officials, agents, employees, and volunteers.
(e) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability

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

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

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

6.0. GENERAL PROVISIONS

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

6.2. Representatives. The City Administrator or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.

Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.

6.3. Proiect Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement. It shall be the Consultant's responsibility to assure that the Project Manager is kept informed of the progress of the performance of the 7 NV5 Inc
Rev. 08/2017

services and the Consultant shall refer any decision, which must be made by City, to the Project Manager. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Project Manager.

Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement and who shall not be changed by Consultant without the express written approval by the City. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City.

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

IF TO CONSULTANT:

NV5 Inc
163 Technology Drive,
Suite 100
Irvine, CA 92618
Tel: 949-409-8182
Attn: Peter Salgado P.E, Director
of Construction Management
IF TO CITY:

City of Placentia
401 E. Chapman
Placentia, CA 92870
Tel: 714-993-8132
Attn: Masoud Sepahi, City
Engineer

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

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

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

Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.
8 NV5 Inc
Rev. 08/2017

6.8. indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against the City, its elected and appointed officials, officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable.

Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant's Proposal, which shall be of no force and effect.

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

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

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

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to 9 NV5 Inc
Rev. 08/2017

any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

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

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

Consultant shall deliver to City any findings, reports, documents, information, data, preliminary notes and working documents, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City. Consultant or Consultant's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright in such documents.
6,13. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.).

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

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

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

6.15. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this 10 NV5 Inc
Rev. 08/2017

Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

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

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

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

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

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

6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

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

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

6.23. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

6.24. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending 11 NV5 Inc
Rev. 08/2017

provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

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

6.26. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.

CITY OF PLACENTIA,
A.municipal corporation,
Damien R. AriUt ity Admi it�,istrator
ATTEST:

Robert S. McKinnell, City Clerk and ex -officio Clerk
of the City of Placentia

CONSULTANT
Signature
Jeffrey M. Cooper, Vice President
Name and Title
94-2706173
Social Security or Taxpayer ID Number
12 Date: r )(c. 161 I'z{
r
Date: April 28, 2021
NV5 Inc
Rev. 08/2017

APPROVED AS TO FORM:

Chris fan L. Bettenhausen, City Attorney
APPROVED AS TO INSURANCE:
/ J(/A4 .
s s.•
nna Ramirez, Depu
ty Administrator
APPROVED AS TO CONTENT:

Date: 5/96 11
r
Date: 3-Z4
41,01 -3 Date: 5l;c/ZY�.

Masodd SepOiiEngineer
/
L
DEPART TALA PROVAL:

Luis Estevez, Dept City Administrator
13 Date:
5/zai
NV5 Inc
Rev. 0812017

EXHIBIT A

CONSULTANT'S PROPOSAL AND SCOPE OF WORK
14 NV5 Inc
Rev. 08/2017

D. ALLOCATION OF RESOURCES

PAOFK RESOURCES SERVICES RATES
Pacific Resources Services has established the following rates for projects starting after January 2021.

PACIFIC RESOURCES SERVICES —BURDENED LABOR RATES
Staff Hourly Rate
Principal 5136.66
Senior Analyst $113.88
Analyst _ $91.11
Staff SuUport $68.33
Effective through December 31, 2021. Rates are subject to an annual rate increase based upon the LA/OC CPI each consecutive year beginning January 1.

Lambert Avenue El Monte, CA c
Wage
Cif; E-4 °I: i ! '?.'r(.I C:•�� :'..;r.. n ft �� ..,. NV5 1 37

EXHIBIT B

CERTIFICATES OF INSURANCE AND ENDORSEMENTS
15 NV5 Inc
Rev. 08/2017

_ •r> DATE (MMIDDIYYYY)
A( ()R1) CERTIFICATE OF LIABILITY INSURANCE1
�!. 5/1/2022 4/29/2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES

BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

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

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such ondprsoment(sl. cONfAL
NAME -
PRODUCER Locklon Companies
3280 Peachtree Road NE, Suite #250
Atlanta GA 30305
(404) 460-3600
INSURED NVS Inc.
1491108 163 Technology Drive
Suite 100
Irvine CA 92618
PHONE
IAA; No, EXtt
E-MAIL
aeongsts;
INSURER(8) AFFORDING COVERAGE
FAX
IAIC. Nol:

INSURER A:The Continental Insurance Comm.

INSURER a National Fire Insurance Co of Hartford
INSURER O_Trraanspprtalion Insurance Company
INSURER(I_ Berkley Insurance Company_
INSURER E :

NAIC a
35289
20478
20494
32603
INSURER F :

COVERAGES Irvine CERTIFICATE NUMBER: 17517289 REVISION NUMBER: XXXXXXX

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN !S SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR ACME. 'SVUR I POLICY EFF I POLICY EXP
LTR TYPE OF INSURANCE jNSD w1/ POLICY NUMBER :imMIDDNYYV1 IMMIDDIYYYVI LIMITS A is , Y N
COMMERCIAL GENERAL LIABILITY EACf 7014856125 5/1/2021 5/1/2022 DAMHAOOCCURRENCE

CCREN CE
I CLAIMS -MADE L X 1 OCCUR PREMISE$_(EaQCCerrprlc9)
Contractual high
X
X Cross Liab Incl
GEN'L AGGREGATE LIMIT APPLIES PER:

X POLICY (x 1 -X1 LOC
X nTHpa Dcrinr i ibis; Noir

B AUTOMOBILE LIABILITY

X ANY AUTO
OWNED
I— AUTOS ONLY
HIRED

AUTOS ONLY

SCHEDULED
AUTOS

NON -OWNED

AUTOS ONLY
— I
A . x UMBRELLA LIAB ItCCUR

EXCESS LIARAIMS-MADE
DED I X I RETENT ONS $0

WORKERS COMPENSATION

B AND EMPLOYERS' LIABILITY

C ANY PROPRIETORIPARTNER/EXECUTIVE
OFFICEN+MEMSER EXCLUDED?
(Mandatory In NH)
iT yon, Qeacnbe under
DESCRIPTION OF OPERATIONS below
D Prof Liab
A Bus Pcr Prop
A Leased/Rented Equip
YIN
N
NIA
N
N
N
Y
7014842659
7014841883
7014842824(AOS)
7014842810(CA)
N AEC -9044114-05
7014856125
7014900785
5/1/2021 5/1/2022
5/1/2021 5/1/2022
5/1/2021 5/1/2022
5/1/2021 5/1/2022
5/1/2021 5/1/2022
5/1/2021 5/1/2022
5/1/2021 5/1/2022
is 1,000.000 _
s 1,909,090. -
MED EXP (Any one peraanl s 15,000
PERSONAL&ADV INJURY S 1,000,00(1
GENERAL AGGREGATE $ 2,000,000
PRODUCTS - COMP/OP AGG $ 2,000,000 ,^
$

C,ONSINED SINGLE LIMIT
BODILY INJURY (Per person)
BODILY INJURY (Per accident)
(GPs

EACH C CURRENCE

AGGREGATE
$ 1 00.000
$ XXXXXXX
$ X XXXX.x
$ xxxxxxx
$XxxxxxX
$ 20,000.000
$ 20,000,000
$xxxxxxx
X I_ AATy g I Ir
E L EACH ACCIDENT 5 1..Q.Q0a000
EL DISEASE -EAEMPLOYE $ 1,000,089 _
El. DISEASE - POLICY LIMIT $ 1.000.000
Ea ClaimlAgg S 10mil/$20 nil
Limit $19,429,5]5
Limit $100,000
DESCRIPTION OF OPERATIONS/LOCATIONS 1 VEHICLES IACORD 101, Addillonal Remarks Schedule, may bo attached d more space Is required[ '1Tre City orPlacentia mid Its elected and npponted hoards. o€rtecn, nflisinlc, agents, employees, and voluniccts me radii tun nl rnsureds with respect to: liability :wising tsut er activities perrurntad by er on hchalf orlbe Comedian' punassnt to its cmuract with the City; products mid completed operation+ of lite Corss,liani. (netuscs owned. occupied or used by die Conauhant; autunwbilm uwncd, lensed, hood, or borrowed by Ilia C'tinsellant aro included As ntklti onel utsurcds rut 11 Iknnary aril Numcouinhutory hesis if rentrircd by w•riilan contract wish respect lo General 1 tnhrlity end Automobile I anhi try• per the terms and cwndiGuos of tbo policy. 'SEE PAGE TWO•

CERTIFICATE HOLDER
17517289
City of Placentia
40I E. Chapman Ave.

Placentia CA 92870
CANCELLATION Sec •\11aehnTents

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTAtP E_
©198 -201. A All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CORD CORPO TION. A

CONTINUATION DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS (Use only If more spade Is required) A waiver of subrogation applies in favor of the additional insureds if required by written contract with respect to Workers' Compensation per the terms and conditions of the policy where permitted by state law, ACORD 25 (2016/03) Certificate Holder ID: 17517289

nnaaluncs S.Nkpa:r tU_l.420011.-L:crticicatc_11 _1-75172x91 Blanket Additional Insured - Owners, Lessees or
Contractors - with Products -Completed
Operations Coverage Endorsement
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
It is understood and agreed as follows:

I. WHO IS AN INSURED is amended to include as an Insured any person or organization wham you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf:

A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products -completed operations hazard, and only if:

1. the written contract requires you to provide the additional insured such coverage; and

2. this coverage part provides such coverage.

II. But if the written contract requires:

A. additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10-01 edition of CG2037; or
B. additional insured coverage with "arising out of" language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following:

WHO IS AN INSURED is amended to include as an insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract.

III. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with:

A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract.

IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of:

A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including:

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

2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part.

V. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part:

Primary and Noncontributory Insurance
UNN/5Ui9XX (1U -1b) Policy No: 7014856125

Page 1 of 2 ends

Insured Name: NV5 Global, Inc
Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission

Allatluuu ' 1 8 GilYiusw 1111•U.1.1.08_C:uliiioale_l11_.1.15.0.28g Blanket Additional Insured - Owners, Lessees or
Contractors - with Products -Completed
Operations Coverage Endorsement
With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be:

1. primary and non-contributing with other insurance available to the additional insured; or

2. primary and to not seek contribution from any other insurance available to the additional insured.

But except as specified above, this insurance will be excess of all other insurance available to the additional insured.

VI. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows:

The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following:

Any additional insured pursuant to this endorsement will as soon as practicable:

1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim;

2. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and

3. make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self -insurer. whose policy or program applies to a loss that the Insurer covers under this coverage part.

However, if the written contract requires this insurance to be primary and non-contributory, this paragraph

3. does not apply to insurance on which the additional insured is a named Insured.

The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured.

VII, Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition:

Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement:

A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to:

1. the bodily injury or property damage; or

2. the offense that caused the personal and advertising injury; for which the additional insured seeks coverage.

Any coverage granted by this endorsement shall apply solely to the extent permissible by law.

All other terms and conditions of the Policy remain unchanged.

This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy
l IWN/Policy Ivo: rU.IgFS5b1LJ

Page 2 of 2 ends

insured Name: Nv5 Global, Inc.

Attachment Code: D587566 Master ID: 1491108, Certificate ID: 17517289 This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART

SCHEDULE
Policy No: 7014856125
Name Of Person Or Organization:

Any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations It is understood and agreed that the condition entitled Transfer Of Rights Of Recovery Against Others To The Insurer is amended by the addition of the following:

Solely with respect to the person or organization shown in the Schedule above, the Insurer waives any right of recovery the Insurer may have against such person or organization because of payments the Insurer makes for injury or damage arising out of the Named insured's ongoing operations or your work done under a contract with that person or organization and included in the products -completed operations hazard.

All other terms and conditions of the Policy remain unchanged.

Attachment Code: D587568 Master ID: 1491108, Certificate Ill: 17517289 CNA
It is understood and agreed that:

If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificateholders at least 30 days in advance of the date cancellation is effective.

If notice is mailed, then proof of mailing to the last known mailing address of the Certificateholder on file with the Agent of Record will be sufficient to prove notice.

Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record.

All other terms and conditions of the policy remain unchanged.

This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy.

Attachment Code: D587561 Master ID: 1491108, Certificate ID: 17517289 CNA
CNA71526XX
(Ed. 10/12)

ADDITIONAL INSURED ENDORSEMENT - CONTRACTUAL

OBLIGATION
It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows:

SCHEDULE
Name of Additional Insured Person Or Organization

AS REQUIRED BY CONTRACT

1. Paragraph A.1. Who Is An Insured of Section II - LIABILITY COVERAGE is amended to include as an additional insured the person or organization scheduled above, but only if you are required by "written contract" to make that person or organization an additional insured under this policy.

2. The insurance provided to the additional insured is limited as follows:
a. The person or organization is an additional insured only with respect to "bodily injury" or "property damage" arising out of a covered "auto" and caused by your negligent acts or omissions or the negligent acts or omissions of someone, other than the additional insured, for whom you are legally liable.
b. The person or organization is not an additional insured for the person or organization's own acts or omissions, nor those of anyone, other than you, for whom the person or organization is legally liable.
c. We will not provide the additional insured any broader coverage or any higher limit of liability than the least that is:
(1) Required by the "written contract"; or
(2) Afforded to you under this policy.
3 Condition 2. Duties In the Event of Accident, Claim, Suit or Loss of Section IV - BUSINESS AUTO

CONDITIONS
is amended to add the following conditions applicable to the additional insured:

An additional insured under this endorsement will as soon as practicable:
a. Give us written notice of an "accident" which may result in a claim or "suit" under this insurance, and of any claim or "suit" that does result; b. Agree to make available any other insurance the additional insured has for a loss we cover under this policy;
c. Send us copies of all legal papers received, and otherwise cooperate with us in the investigation, defense, or settlement of the claim or "suit"; and d. Tender the defense and indemnity of any claim or "suit" to any other insurer or self insurer whose policy or program applies to a loss we cover under this policy. But if the "written contract" requires this insurance to be primary and non-contributory, this provision d. does not apply to insurance on which the additional insured is a Named Insured.

We have no duty to defend or indemnify an additional insured under this endorsement until we receive from the additional insured written notice of a "suit."

Attachment Code: D587561 Master ID: 1491108, Certificate ID: 17517289

4. Only for the purpose of the insurance provided by this endorsement, SECTION V - DEFINITIONS is amended to add the following definition:
"Written contract" means a written contract or written agreement that requires you to make a person or organization an additional insured under this policy, provided the contract or agreement:

1. Is currently in effect or becomes effective during the term of this policy; and

2. Was executed prior to the accident for which the additional insured seeks coverage under this policy.

All other terms and conditions of the Policy remain unchanged.

Policy No: 7014842659
Effective Date: 5/1/2021
Insured Name: NV5, Inc.

CNA71526XX (Ed. 10/12)

Alta D587560 Master ID: 1491108, Certificate ID: 17517289 4 UMW
MMW
C
CNA71527XX
(Ed. 10/12)

ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY
It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows:

SCHEDULE
Name of Additional Insured Persons Or Organizations
I<I QU1t{h:D UY CUNTKAU'1'

1. In conformance with paragraph A.1.c. of Who Is An Insured of Section II - LIABILITY COVERAGE, the person or organization scheduled above is an insured under this policy.

2. The insurance afforded to the additional insured under this policy will apply on a primary and non-contributory basis if you have committed it to be so in a written contract or written agreement executed prior to the date of the "accident" for which the additional insured seeks coverage under this policy.

All other terms and conditions of the Policy remain unchanged.

CNA71527XX (10/12)

Page 1 of 1 ends

Insured Name: NV5 GLOBAL, INC.

Policy No: 701842659
Endorsement No:

Effective Date: 05/01/2021

Attachment Code: D587563 Master ID: 1491108, Certificate ID: 17517289 POLICY NUMBER: 7014842659 COMMERCIAL AUTO
CA 04 44 03 10
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM

BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM

GARAGE COVERAGE FORM

MOTOR CARRIER COVERAGE FORM

TRUCKERS COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement.

This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.

Named Insured: NV5 Global, lnc
Endorsement Effective Date: 05/01/2021

SCHEDULE
Name(s) Of Person(s) Or Organization(s):

ANY PERSON OR ORGANIGAT!ON AGAINST WHOM YOU HAVE AGREED TO WAIVE SUCH RIGHT OF RECOVERY IN A WRITTEN CONTRACT OR AGREEMENT.

Intormation required to complete this Schedule, it riot shown above, will be shown in the Declarations The Transfer Of Rights Of Recovery Against Oth-
ers To Us Condition does not apply to the person(s)
or organization(s) shown in the Schedule, but only to
the extent that subrogation is waived prior to the "ac- cident" or the "toss" under a contract with that person or organization.

Attachment Code: D587579 Master ID: 1491108, Certificate ID: 17517289 CNA
It is understood and agreed that:

If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Cerlificateholders at least 30 days in advance of the date cancellation is effective.

If notice is mailed, then proof of mailing to the last known mailing address of the Certificateholder on file with the Agent of Record will be sufficient to prove notice.

Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record.

All other terms and conditions of the policy remain unchanged, This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below.

Attachment Code: D587581 Master ID: 1491108, Certificate ID: 17517289 CNA
POLICY NO: 7014842824

WORKERS COMPENSATION

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

Schedule
Any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement.

The premium charge for the endorsement is reflected in the Schedule of Operations.

All other terms and conditions of the policy remain unchanged.

This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date is shown below, and expires concurrently with said policy unless another expiration date is shown below.

Form No: WC00 03 13 (04-1984)
Endorsement Effective Date: 5/1/2021
Policy: WC657040561

Attachment Code: D587584 Master ID: 1491108, Certificate ID: 17517289 CNA
POLICY NUMBER: 7014842810

WORKERS COMPENSATION

BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS
This endorsement changes the policy to which it is attached.

It is agreed that Part One - Workers Compensation Insurance G. Recovery From Others and Part Two - Employers Liability Insurance H. Recovery From Others are amended by adding the following We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.)
PREMIUM CHARGE - Refer to the Schedule of Operations
The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is [Blanket Waiver of Subrogation Percentage Charge].

All other terms and conditions of the policy remain unchanged.

This endorsement, which forms a part of an is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below.

Form No. G -19160-B (11-1997)
Endorsement Effective Date: 05/01/2021
Policy Number: 7014842810

At(uemr` i)d.: D57573 Master ID: 14911 Certificate ID: 17517289 �( Insurance ompany
Change Endorsement
Other Insurance

Page 1 of 1 ends

In consideration of the premium paid for this Policy, it is understood and agreed that Section VII. Conditions, I. Other Insurance is deleted and replaced with the following:

Other Insurance
If there is other collectible insurance, including but not limited to other professional liability insurance or project specific insurance, that applies to a Claim covered by this Policy, the other insurance shall be primary and this Policy shall be excess over the other insurance, unless the other insurance is written specifically excess of this Policy. This Policy will then apply to the amount of the Claim that exceeds the available limas of liability and any deductibles or retention amounts of the other insurance, as well as the Deductible under this Policy. If such other insurance has a duty to defend a Claim or assumes the defense of a Claim, this Policy shall not be obligated to defend that Claim.

Solely as respects Insuring Agreement B — Contractor's Pollution Liability, when required in a signed, written agreement executed prior to the report date of a Claim, this policy shall be primary to other collectible insurance that applies to those Claims resulting from the performance of your Contractor Services. Any other collectible insurance that applies to a Claim covered by Insuring Agreement B shall be excess and non-contributory.

Whenever printed in this Endorsement, the boldface type terms shall have the same meanings as indicated in the Policy Form. All other provisions of the Policy remain unchanged
Insured Policy Number
NV5 Global, Inc. AEC -9044114-05
Effective Date of This Endorsement Authorized
05/01/2021 Representative
10 - BDP0713106 (07-13)
26882-9036395-87455 Policy Form BDP0417001 (04-17)

Attachment Code: D589795 Master ID: 1491108, Certificate ID: 17517289

BERKLEY INSURANCE COMPANY
Policy Number AEC9044114-05
J

2. The each Claim limit shown in Item 3A of the Declarations is the most we will pay for the sum of all Damages and Claim Expenses arising out of any single Claim. Two or more Claims considered a single Claim shall collectively be subject to the each Claim limit of liability shown in Item 3A of the Declarations

3. The each Claim limit is the most we will pay for the sum of all Damages and Claim Expenses arising out of any single Claim regardless of how many Insuring Agreements may apply to such Claim

4. The Policy Year Aggregate limit shown in Item 3B of the Declarations is the most we will pay for the sum of all Damages and Claim Expenses for all Claims made and reported during each Policy Year.

5. The payment of Damages and Claim Expenses will reduce the each Claim limit.

F. Deductible
You must pay the Deductible for Claim Expenses and Damages covered by this Policy before we are obligated to make any payment under the each Claim limit, The Deductible must be paid from your own account, and payments by other parties or insurers on your behalf shall not satisfy the Deductible. We have the right to determine the reasonableness of Clain Expenses that qualify to satisfy the Deductible. The Deductible for each Claim is set forth in Item 4A of the Declarations, The Policy Year Aggregate Deductible shown in Item 4B of the Declarations is the most the Named Insured must pay as a Deductible for the sum of all Claims made and reported during each Policy Year.

G. Deductible Credits

1. Mediation Credit: Your Deductible obligation may be reduced by 50%, subject to a maximum reduction of $15,000 if you agree with our decision to use Mediation and the Claim is fully and finally resolved by such Mediation.

2. Risk Management Credit Your Deductible obligation may be reduced by 50%, subject to a maximum reduction of $25,000 if prior to the report dale of a Claim. there is a signed, written and enforceable agreement for the Professional Services involved in the Claim, and it includes a clause limiting your liability to $250,000 or less 3, First Claim Deductible Credit If the first Claim you ever report to us is made against you:
a. Greater than 24 months after the Knowledge Date shown on the Policy Declarations, then your Deductible obligation for that Claim may be reduced by 25%, subject to a maximum reduction of $40,000; or b Greater than 36 months after the Knowledge Date shown on the Policy Declarations, then your Deductible obligation for that Claim may be reduced by 50%, subject to a maximum reduction of $40,000.

If more than one Deductible Credit applies, your Deductible obligation will be reduced by 50%, subject to a maximum reduction of $50,000.

H. Notice of Cancellation and Nonrenewal
This Policy may be canceled by the Named Insured identified in the Declarations, by surrender of the Policy to us or our authorized representative or by giving us written notice stating when. thereafter, such cancellation shall be effective.

We will not cancel this Policy except for nonpayment of premium, fraud or material misrepresentation in procuring this insurance or in relation to any Claim, or changes in law affecting this Policy. If we cancel this Policy, we will mail or deliver to the first Named Insured, on behalf of all Insureds, written notice of cancellation We will provide you at least ten (10) days -notice before the effective date of cancellation if we cancel for nonpayment of premium. If we cancel for any other reason, we will provide at least sixty (60) days -notice before the effective date of cancellation If this Policy is canceled, we will send the first Named Insured any premium refund due. The refund will be pro rata.

The cancellation will be effective even if we have not made or offered a refund.

We will give you written notice sixty (60) days prior to the expiration of this Policy if we do not intend to renew this insurance subject to any state requirements. The notice will include our reason for nonrenewal. Proof of mailing will be sufficient proof of notice
Other Insurance
If there is other collectible insurance. including but not limited to other professional liability insurance or project specific insurance, that applies to a Claim covered by this Policy, the other insurance shall be primary and this Policy shall be excess over the other insurance, unless the other insurance is written specifically excess of this Policy. This Policy will then apply to the amount of the Claim that exceeds the available limits of liability and any deductibles or retention amounts of the other insurance, as well as the Deductible under this Policy If such other insurance has a duty to defend a Claim or assumes the defense of a Claim, this Policy shall not be obligated to defend that Claim.

J. Subrogation
In the event of any payment under this Policy, we shall be subrogated to all of your rights of recovery against any person or organization. You must do everything reasonably necessary to secure such rights and must do nothing after a Claim is made to jeopardize them. We hereby waive our subrogation rights against a client of yours to the extent that you had, prior to a Claim or Circumstance. entered into a written agreement to waive such rights. Any recovery shall first be paid to us up to the extent of any Damages or Claim Expenses paid by us and the balance shall be paid to you.

K. First Named Insured as Sole Agent
The first Named Insured in Item 1 of the Declarations will be the sole agent and will act on behalf of all Insureds for the payment or return of premium, receipt and acceptance of any endorsements, notices or provisions of this Policy, giving or receiving notice of cancellation or nonrenewal. the payment of any Deductibles, and to exercise the rights provided in Section Q Extended Reporting Period Option
L. Alteration and Assignment
60P0417001 Page 8 of 9

At uncn C iilc n/5 7571-10ERcr f7TIT9T C7ernlicatc I1V T7517?At)- er�Ciey Insurance `ompany
Notice of Cancellation to Certificate Holder(s) Endorsement

Page 1 of 1 ends

In consideration of the premium paid for this Policy, it is understood and agreed that Section VII, Conditions, H. Notice of Cancellation, Is amended by adding the following provision_
In the event this Policy is to be cancelled by you or by us, we agree to give thirty (30) days prior notice to the certificate holder(s) with mailing addresses on file with the agent of record.

ThIS provision does not apply If cancellation Is due to nonpayment of premiums to us or to a finance company authorized to cancel this Policy.

Any notification rights provided by This endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to the Policy Period slated in Declarations, Item 2.

Failure to provide such notice to the certificate holder(s) will not amend or extend the dale the cancellation becomes effective. nor will it negate cancellation of the policy. Failure to send notice shall impose no liability or any kind upon us or our agents or representatives.

Whenever printed in this Endorsement, the boldface type terms shall have the same meanings as indicated in the Policy Form. All other provisions of the Policy remain unchanged.

InsuredPolicy Number 1
NV5 Global. Inc. 1 AEC -9044114-05
Effective Date of This Endorsement Authorized
05/01/2021 Representative
12 - BDP0713130 (07-13)
26963-9020368-41058 Policy Form: BDP0417001 (04-17)

Placentia City CouncilFebruary 15, 2022

Placentia City Council
February 15, 2022