Complete_with_DocuSign_CSG_Professional_Serv — Salinas City Council, November 14, 2023

AGREEMENT

FOR PROFESSIONAL SERVICES

BETWEEN

THE CITY OF SALINAS AND
CSG CONSULTANTS, INC.

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Contents
RECITALS ....................................................................................................................................... 4 TERMS ............................................................................................................................................ 4

1. Scope of Service .................................................................................................................... 4

2. Term; Completion Schedule.................................................................................................. 4

3. Compensation. ....................................................................................................................... 4

4. Billing .................................................................................................................................... 4

5. Meet & Confer. ..................................................................................................................... 5

6. Additional Copies.................................................................................................................. 5

7. Responsibility of Consultant. ................................................................................................ 5

8. Responsibility of City ............................................................................................................ 5

9. Acceptance of Work Not a Release ....................................................................................... 6

10. Indemnification and Hold Harmless...................................................................................... 6

11. Insurance ............................................................................................................................... 6

12. Access to Records. ................................................................................................................ 6

13. Non-Assignability.................................................................................................................. 6

14. Changes to Scope of Work. ................................................................................................... 7

15. Ownership of Documents. ..................................................................................................... 7

16. Termination. .......................................................................................................................... 7

17. Compliance with Laws, Rules, and Regulations ................................................................... 8

18. Exhibits Incorporated. ........................................................................................................... 8

19. Independent Contractor. ........................................................................................................ 8

20. Integration and Entire Agreement. ........................................................................................ 8

21. Jurisdiction and Venue .......................................................................................................... 8

22. Severability ............................................................................................................................ 9

23. Notices. .................................................................................................................................. 9

24. Nondiscrimination. ................................................................................................................ 9

25. Conflict of Interest. ............................................................................................................. 10

26. Headings. ............................................................................................................................. 10

27. Attorneys’ Fees.................................................................................................................... 10

28. Non-Exclusive Agreement. ................................................................................................. 10

29. Rights and Obligations Under Agreement. ......................................................................... 10

30. Licenses. .............................................................................................................................. 10

31. Counterparts. ....................................................................................................................... 10 DocuSign Envelope ID: 2703C5DE-657D-4F3F-A2C0-6F90877F2B84 Professional Services Agreement
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32. Legal Representation. .......................................................................................................... 10

33. Joint Representation. ........................................................................................................... 11

34. Warranty of Authority ......................................................................................................... 11

35. No Waiver of Rights. .......................................................................................................... 11 Exhibit A – Insurance Requirements .............................................................................................. 13 Exhibit B – Scope of Service ......................................................... Error! Bookmark not defined.

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AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN
THE CITY OF SALINAS AND CSG CONSULTANTS, INC.

This Agreement for Professional Services (the “Agreement” and/or “Contract”) is made and entered into this 20th day of June, 2023, between the City of Salinas, a California Charter city and municipal corporation (hereinafter “City”), and CSG Consultants, Inc., a California corporation, (hereinafter “Consultant”).

RECITALS

WHEREAS, Consultant represents that he, she, or it is specially trained, experienced, and competent to perform the special services which will be required by this Agreement; and

WHEREAS, Consultant is willing to render such professional services, as hereinafter defined, on the following terms and conditions.

NOW, THEREFORE, City and Consultant agree as follows:

TERMS

1. Scope of Service. The project contemplated and the scope of Consultant’s services are described in Exhibit B, attached hereto and incorporated herein by reference.

2. Term; Completion Schedule. This Agreement shall commence on July 1, 2023, and shall terminate on June 30, 2024, unless extended in writing by either party upon (30) days written notice. This Agreement may be extended only upon mutual written consent of the parties and may be terminated only pursuant to the terms of this Agreement. Consultant shall fully comply with all timelines for performance of its consulting services set forth in Exhibit B.

3. Compensation. City hereby agrees to pay Consultant for services rendered the City pursuant to this Agreement on a time and materials basis according to the rates of compensation set forth in Exhibit B. The total amount of compensation to be paid under this Agreement shall not exceed $250,000.

4. Billing. Consultant shall submit to City an itemized invoice, prepared in a form satisfactory to City, describing its services and costs for the period covered by the invoice.

Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant’s bills shall include the following information to which such services cost or pertain:

(A) A brief description of services performed;
(B) The date the services were performed;
(C) The number of hours spent and by whom;
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(D) A brief description of any costs incurred; and
(E) The Consultant’s signature.

Any such invoices shall be in full accord with any and all applicable provisions of this Agreement.

City shall make payment on each such invoice within thirty (30) days of receipt; provided, however, that if Consultant submits an invoice which is incorrect, incomplete, or not in accord with the provisions of this Agreement, City shall not be obligated to process any payment to Consultant until thirty (30) days after a correct and complying invoice has been submitted by Consultant. The City shall process undisputed portion immediately.

5. Meet & Confer. Consultant agrees to meet and confer with City or its agents or employees with regard to services as set forth herein as may be required by the City to ensure timely and adequate performance of the Agreement.

6. Additional Copies. If City requires additional copies of reports, or any other material which Consultant is required to furnish as part of the services under this Agreement, Consultant shall provide such additional copies as are requested, and City shall compensate Consultant for the actual costs related to the production of such copies by Consultant.

7. Responsibility of Consultant.

(A) By executing this Agreement, Consultant agrees that the services to be provided and work to be performed under this Agreement shall be performed in a fully competent manner. By executing this Agreement, Consultant further agrees and represents to City that the Consultant possesses, or shall arrange to secure from others, all of the necessary professional capabilities, experience, resources, and facilities necessary to provide the City the services contemplated under this Agreement and that City relies upon the professional skills of Consultant to do and perform Consultant’s work. Consultant further agrees and represents that Consultant shall follow the current, generally accepted practices in this area to the profession to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding the projects for which the services are rendered under this Agreement.

(B) Consultant shall assign a single Project Director to have overall responsibility for the execution of this Agreement for Consultant. John LaTorra, is hereby designated as the Project Director for Consultant. Any changes in the Project Director designee shall be subject to the prior written acceptance and approval of the City Manager.

8. Responsibility of City. To the extent appropriate to the projects to be completed by Consultant pursuant to this Agreement, City shall:

(A) Assist Consultant by placing at its disposal all available information pertinent to the projects, including but not limited to, previous reports and any other data relative to the DocuSign Envelope ID: 2703C5DE-657D-4F3F-A2C0-6F90877F2B84 Professional Services Agreement
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projects. Nothing contained herein shall obligate City to incur any expense in connection with completion of studies or acquisition of information not otherwise in the possession of City.

(B) Examine all studies, reports, sketches, drawings, specifications, proposals, and other documents presented by Consultant, and render verbally or in writing as may be appropriate, decisions pertaining thereto within a reasonable time so as not to delay the services of Consultant.

(C) Lisa Brinton, Community Development Director, shall act as City’s representative with respect to the work to be performed under this Agreement. Such person shall have the complete authority to transmit instructions, receive information, interpret and define City’s policies and decisions with respect to materials, equipment, elements, and systems pertinent to Consultant’s services. City may unilaterally change its representative upon notice to the Consultant.

(D) Give prompt written notice to Consultant whenever City observes or otherwise becomes aware of any defect in a project.

9. Acceptance of Work Not a Release. Acceptance by the City of the work to be performed under this Agreement does not operate as a release of Consultant from professional responsibility for the work performed.

10. Indemnification and Hold Harmless. Consultant shall defend, indemnify, and hold harmless the City and its officers, officials, employees, volunteers, and agents from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with Consultant’s performance of work hereunder, including the performance of work of any of Consultant’s subcontractors or agents, or Consultant’s failure to comply with any of its obligations contained in the agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the City.

11. Insurance. Consultant shall procure and maintain for the duration of this Agreement insurance meeting the requirements specified in Exhibit A hereto.

12. Access to Records. Consultant shall maintain all preparatory books, records, documents, accounting ledgers, and similar materials including but not limited to calculation and survey notes relating to work performed for the City under this Agreement on file for at least three (3) years following the date of final payment to Consultant by City. Any duly authorized representative(s) of City shall have access to such records for the purpose of inspection, audit, and copying at reasonable times during Consultant’s usual and customary business hours.

Consultant shall provide proper facilities to City’s representative(s) for such access and inspection.

13. Non-Assignability. It is recognized by the parties hereto that a substantial inducement to City for entering into this Agreement was, and is, the professional reputation and competence of Consultant. This Agreement is personal to Consultant and shall not be assigned by it without express written approval of the City.

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14. Changes to Scope of Work. City may at any time, and upon a minimum of ten (10) days written notice, seek to modify the scope of services to be provided for any project to be completed under this Agreement. Consultant shall, upon receipt of said notice, determine the impact on both time and compensation of such change in scope and notify City in writing. Upon agreement between City and Consultant as to the extent of said impacts to time and compensation, an amendment to this Agreement shall be prepared describing such changes.

Execution of the amendment by City and Consultant shall constitute the Consultant’s notice to proceed with the changed scope.

15. Ownership of Documents. Title to all final documents, including drawings, specifications, data, reports, summaries, correspondence, photographs, computer software (if purchased on the City’s behalf), video and audio tapes, software output, and any other materials with respect to work performed under this Agreement shall vest with City at such time as City has compensated Consultant, as provided herein, for the services rendered by Consultant in connection with which they were prepared. City agrees to hold harmless and indemnify the Consultant against all damages, claims, lawsuits, and losses of any kind including defense costs arising out of any use of said documents, drawings, and/or specifications on any other project without written authorization of the Consultant.

16. Termination.

(A) City shall have the authority to terminate this Agreement, upon ten days written notice to Consultant, as follows:

(1) If in the City’s opinion the conduct of the Consultant is such that the interest of the City may be impaired or prejudiced, or

(2) For any reason whatsoever.

(B) Upon termination, Consultant shall be entitled to payment of such amount as fairly compensates Consultant for all work satisfactorily performed up to the date of termination based upon the Consultant’s rates shown in Exhibit B and/or Section 3 of this Agreement, except that:

(1) In the event of termination by the City for Consultant’s default, City shall deduct from the amount due Consultant the total amount of additional expenses incurred by City as a result of such default. Such deduction from amounts due Consultant are made to compensate City for its actual additional costs incurred in securing satisfactory performance of the terms of this Agreement, including but not limited to, costs of engaging another consultant(s) for such purposes. In the event that such additional expenses shall exceed amounts otherwise due and payable to Consultant hereunder, Consultant shall pay City the full amount of such expense.

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(1) Upon receipt of written notice of such termination promptly cease all services on this project, unless otherwise directed by City; and

(2) Deliver to City all documents, data, reports, summaries, correspondence, photographs, computer software output, video and audio tapes, and any other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. Such material is to be delivered to City in completed form; however, notwithstanding the provisions of Section 15 herein, City may condition payment for services rendered to the date of termination upon Consultant’s delivery to the City of such material.

(D) In the event that this Agreement is terminated by City for any reason, City is hereby expressly permitted to assume the projects and complete them by any means, including but not limited to, an agreement with another party.

(E) The rights and remedy of the City and Consultant provided under this Section are not exclusive and are in addition to any other rights and remedies provided by law or appearing in any other section of this Agreement.

17. Compliance with Laws, Rules, and Regulations. Services performed by Consultant pursuant to this Agreement shall be performed in accordance and full compliance with all applicable federal, state, and City laws and any rules or regulations promulgated thereunder.

18. Exhibits Incorporated. All exhibits referred to in this Agreement and attached to it are hereby incorporated in it by this reference. In the event there is a conflict between any of the terms of this Agreement and any of the terms of any exhibit to the Agreement, the terms of the Agreement shall control the respective duties and liabilities of the parties.

19. Independent Contractor. It is expressly understood and agreed by both parties that Consultant, while engaged in carrying out and complying with any of the terms and conditions of this Agreement, is an independent contractor and not an employee of the City. Consultant expressly warrants not to represent, at any time or in any manner, that Consultant is an employee or servant of the City.

20. Integration and Entire Agreement. This Agreement represents the entire understanding of City and Consultant as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters contained herein. This Agreement may not be modified or altered except by amendment in writing signed by both parties.

21. Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, County of Monterey, and City of Salinas.

Jurisdiction of litigation arising from this Agreement shall be in the State of California, in the County of Monterey or in the appropriate federal court with jurisdiction over the matter.

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22. Severability. If any part of this Agreement is found to be in conflict with applicable laws, such part shall be inoperative, null and void insofar as it is in conflict with said laws, but the remainder of the Agreement shall continue to be in full force and effect.

23. Notices.

(A) Written notices to the City hereunder shall, until further notice by City, be addressed to:

Community Development Director
City of Salinas
65 W. Alisal Street
Salinas, California 93901

With a copy to:

City Attorney
City of Salinas
200 Lincoln Avenue
Salinas, California 93901

(B) Written notices to the Consultant shall, until further notice by the Consultant, be addressed to:

Mr. Cyrus Kianpour, P.E., P.L.S.

President
CSG Consultants
550 Pilgrim Drive
Foster City, California 94404

(C) The execution of any such notices by the City Manager shall be effective as to Consultant as if it were by resolution or order of the City Council, and Consultant shall not question the authority of the City Manager to execute any such notice.

(D) All such notices shall either be delivered personally to the other party’s designee named above, or shall be deposited in the United States Mail, properly addressed as aforesaid, postage fully prepaid, and shall be effective the day following such deposit in the mail.

24. Nondiscrimination. During the performance of this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, creed, sex, national origin, familial status, sexual orientation, age (over 40 years) or disability. Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, ancestry, creed, sex, national origin, familial status, sexual orientation, age (over 40 years) or disability.

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25. Conflict of Interest. Consultant warrants and declares that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, in any manner or degree which will render the services required under the provisions of this Agreement a violation of any applicable local, state or federal law. Consultant further declares that, in the performance of this Agreement, no subcontractor or person having such an interest shall be employed. In the event that any conflict of interest should nevertheless hereinafter arise, Consultant shall promptly notify City of the existence of such conflict of interest so that City may determine whether to terminate this Agreement. Consultant further warrants its compliance with the Political Reform Act (Government Code section 81000 et seq.) and Salinas City Code Chapter 2A that apply to Consultant as the result of Consultant’s performance of the work or services pursuant to the terms of this Agreement.

26. Headings. The section headings appearing herein shall not be deemed to govern, limit, modify, or in any manner affect the scope, meaning or intent of the provisions of this Agreement.

27. Attorneys’ Fees. In case suit shall be brought to interpret or to enforce this Agreement, or because of the breach of any other covenant or provision herein contained, the prevailing party in such action shall be entitled to recover their reasonable attorneys’ fees in addition to such costs as may be allowed by the Court. City’s attorneys’ fees, if awarded, shall be calculated at the market rate.

28. Non-Exclusive Agreement. This Agreement is non-exclusive and both City and Consultant expressly reserves the right to contract with other entities for the same or similar services.

29. Rights and Obligations Under Agreement. By entering into this Agreement, the parties do not intend to create any obligations express or implied other than those set out herein; further, this Agreement shall not create any rights in any party not a signatory hereto.

30. Licenses. If a license of any kind, which term is intended to include evidence of registration, is required of Consultant, its representatives, agents or subcontractors by federal, state or local law, Consultant warrants that such license has been obtained, is valid and in good standing, and that any applicable bond posted in accordance with applicable laws and regulations.

31. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute a single agreement.

32. Legal Representation. Each party affirms that it has been represented, if it so chose, by legal counsel of its own choosing regarding the preparation and the negotiation of this Agreement and the matters and claims set forth herein, and that each of them has read this Agreement and is fully aware of its contents and its legal effect. Neither party is relying on any statement of the other party outside the terms set forth in this Agreement as an inducement to enter into this Agreement.

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33. Joint Representation. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any party. No presumptions or rules of interpretation based upon the identity of the party preparing or drafting the Agreement, or any part thereof, shall be applicable or invoked.

34. Warranty of Authority. Each party represents and warrants that it has the right, power, and authority to enter into this Agreement. Each party further represents and warrants that it has given any and all notices, and obtained any and all consents, powers, and authorities, necessary to permit it, and the persons entering into this Agreement for it, to enter into this Agreement.

35. No Waiver of Rights. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement. The failure to provide notice of any breach of this Agreement or failure to comply with any of the terms of this Agreement shall not constitute a waiver thereof.

Failure on the part of either party to enforce any provision of this Agreement shall not be construed as a waiver of the right to compel enforcement of such provision or any other provision. A waiver by the City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement.

IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date first written above.

CITY OF SALINAS

Kimbley Craig
Mayor

APPROVED AS TO FORM:

□ Christopher A. Callihan, City Attorney, or
□ Rhonda Combs, Assistant City Attorney
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CONSULTANT

By: Cyrus Kianpour, P.E., P.L.S.

Its: President

By: Nourdin Khayata, P.E.

Its: Secretary
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Exhibit A- Insurance Requirements

Insurance Requirements
Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant, his agents, representatives, employees, or subcontractors. With respect to General Liability and Professional Liability, covera ge should be maintained for a minimum of five (5) years after Agreement completion.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
(A) Commercial General Liability (“CGL”): Insurance Services Office Form (“ISO”) CG 00 01 covering CGL on an occurrence basis, including products and completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. (B) Automobile Liability: ISO Form CA 0001 covering any auto, or if Consultant has no owned autos, hired and non -owned, with limits no less than $1,000,000 per accident for bodily injury and property damage.
(C) Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.
(D) Professional Liability (also known as Errors and Omissions) insurance appropriate to the work being performed, with limits no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate per policy period of one year.

If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City of Salinas requires and shall be entitled to the broader coverage and/or higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

OTHER INSURANCE PROVISIONS
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City of Salinas, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85, or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

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Primary Coverage
For any claims related to this Agreement or the project described within this Agreement, the Consultant’s insurance coverage shall be primary coverage at least as broad as ISO Form CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

Waiver of Subrogation
Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance.

Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Salinas for all work performed by the Consultant, its employees, agents, and subcontractors.

Self-Insured Retentions
Self-insured retentions must be declared by Consultant to and approved by the City. At the option of the City, Consultant shall provide coverage to reduce or eliminate such self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or the consultant shall provide evidence satisfactory to the City guaranteeing payment of losses and related investigations, claim administrations, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.

Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:

1. The Retroactive Date must be shown and must be before the date of this Agreement or the beginning of Agreement work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Dat e prior to the Agreement effective date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Agreement work.

4. A copy of the claims reporting requirements must be submitted to the City for review.

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Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements or copies of the applicable insurance language effecting coverage required by this Agreement. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Subcontractors
Consultant shall require and verify that all sub-consultants and/or subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that Entity is an additional insured on insurance required from such sub-consultants and/or subcontractors.

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

Maintenance of Insurance
Maintenance of insurance by Consultant as specified shall in no way be interpreted as relieving Consultant of its indemnification obligations or any responsibility whatsoever and the Consultant may carry, at its own expense, such additional insurance as it deems necessary.

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CSG Consultants, Inc. Contract Rates FY 22-23
City of Salinas

Plan Review
Complete Plan Review - 65% of .65 X Building Permit Fee Structural Only Plan Review - 50% of .65 X Building Permit Fee Compfete Plan Review (Hourly & 4th Review Onwards) -$117 per hour Structural Only Plan Review (Hourly & 4th Review Onwards) - $128 per hour Plumbing, Mechanical, and Electrical Plan Review - $117 per hour Complete Plan Review (Onsite at Salinas) - $135 per hour, 4-hour minimum Building Official - $164 per hour

Inspection
Combination Inspector (with CSG vehicle in Salinas) - $117 per hour, 4-hour minimum

FireServices
Fire Sprinkler, Alarm Systems, Site Access, etc. Plan Review and Inspection (with CSG vehicle in Salinas) - $135 per hour

Certified Access Specialist Consulting
CASp Plan Review or Consultation (offsite) - $128 per hour CASp Consultation or Inspection (Onsite at Salinas)- $164 per hour

Scanning Services
Included inPlanReview Fees

Archiving/OtherPlans
$3.00 per sheet larger than 11" X 17"
$1.00 per sheet 11" X 17" and smaller

All hourly rates include overhead costs including, but not limited to, salaries, benefits, Workers Compensation Insurance, travel and office expenses.

Overtime work will be billed at 1.Sx the hourly rates indicated in the table above. Rates will remain effective through June 30, 2024. Thereafter, CSG will initiate a rate increase based on change in CPI for the applicable region. CSG will mail an invoice at the beginning of every month for services rendered during the previous month.

EXHIBIT B
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INSR ADDLSUBRLTR INSDWVD
PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext):E-MAILADDRESS:INSURER A :INSURED INSURER B :INSURER C :INSURER D :INSURER E :INSURER F :

POLICY NUMBERPOLICY EFFPOLICY EXPTYPE OF INSURANCELIMITS(MM/DD/YYYY)(MM/DD/YYYY)

AUTOMOBILE LIABILITY

UMBRELLA LIABEXCESS LIABWORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE$DAMAGE TO RENTEDCLAIMS-MADEOCCUR $PREMISES (Ea occurrence)MED EXP (Any one person)$PERSONAL & ADV INJURY$GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$PRO-POLICYLOC PRODUCTS - COMP/OP AGGJECT OTHER: $COMBINED SINGLE LIMIT$(Ea accident)ANY AUTO BODILY INJURY (Per person)$OWNEDSCHEDULEDBODILY INJURY (Per accident)$AUTOS ONLYAUTOSHIREDNON-OWNEDPROPERTY DAMAGE$AUTOS ONLYAUTOS ONLY(Per accident)$OCCUR EACH OCCURRENCECLAIMS-MADEAGGREGATE$DEDRETENTION$ PEROTH-STATUTEERE.L. EACH ACCIDENTE.L. DISEASE - EA EMPLOYEE$If yes, describe underE.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGENAIC #

COMMERCIAL GENERAL LIABILITY
Y / NN / A(Mandatory in NH)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE 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 onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

COVERAGESCERTIFICATE NUMBER:REVISION NUMBER:

CERTIFICATE HOLDERCANCELLATION
© 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03)

CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)
$
$$$$
The ACORD name and logo are registered marks of ACORD
12/20/2022
License # 0C3686121873CSG Consultants550 Pilgrim DrFoster City, CA 94404218492188110046 A 1,000,000USC03276822012/4/202212/4/2023100,00010,0001,000,0002,000,0002,000,0001,000,000B SCV013084-22-0112/4/202212/4/20235,000,000A USC02998922112/4/202212/4/20235,000,00010,000C XSCW023953-22-0112/4/202212/4/20231,000,0001,000,0001,000,000DProfessional Liab.83 OH 0489503-2212/4/2022Ded: $50,000; Agg:5,000,000DRetro Date: 1/1/199183 OH 0489503-2212/4/202212/4/2023Occurrence:5,000,000Blanket WC waiver of subrogation applies per attached endorsement. All operations of the Named Insured City of Salinas65 West AlisalSalinas, CA 93901
CSGCONS-01TWANG
Alliant Insurance Services, Inc.560 Mission St 6th FlSan Francisco, CA 94105Melissa [email protected]'s Fund Insurance CompanyAmerican Automobile Insurance CompanyNational Surety CorporationPacific Insurance Company, Limited X12/4/2023

X XXXXXX
DocuSign Envelope ID: 2703C5DE-657D-4F3F-A2C0-6F90877F2B84

MultiCover® - Without Medical Payments - CG 71 93 03 19 Policy Amendment(s) Commercial General Liability Coverage Form Your Commercial General Liability Coverage Form is revised as follows:

1. Broadened Named Insured
A. SECTION II - WHO IS AN INSURED, item 3., is deleted and replaced by the following:

3. Any organization that you own at the inception of this policy, or newly acquire or form during the policy period, and over which you maintain during the policy period majority ownership or majority interest, will qualify as a Named Insured if:
a. There is no other similar insurance available to that organization; and b. The first Named Insured shown in the Declarations has the responsibility of placing insurance for that organization; and
c. That organization is incorporated or organized under the laws of the United States of America.

However:
(1) Coverage under this provision 3 is afforded only until the next occurring annual anniversary of the beginning of the policy period shown in the Declarations, or the end of the policy period, whichever is earlier; and
(2) Coverage A does not apply to bodily injury or property damage that occurred before you acquired or formed the organization; and
(3) Coverage B does not apply to personal and advertising injury arising out of an offense committed before you acquired or formed the organization.

B. SECTION II - WHO IS AN INSURED, the last paragraph, is deleted and replaced by the following:

No person or or ganization is an insured with respect to the conduct of any current or past partnership, joint venture, or limited liability company that is not shown as a Named Insured in the Declarations. However, this does not apply to a limited liability company that meets all of the conditions in Section II - Who Is An Insured, item 3., above.

2. Additional Insured
If an Additional Insured endorsement is attached to this policy that specifically names a person or organization as an additional insured, then this Section 2. Additional Insured does not apply to such person or organization.

SECTION II - WHO IS AN INSURED, subsection 2.e., is added as follows:
e. Any person or organization is included as an additional insured, but only to the extent such person or organization is legally obligated to pay for bodily injury , property damage or personal and advertising injury caused by your acts or omissions. With respect to the insurance afforded to such additional insured, all of the following additional provisions apply:
(1) You have agreed in a written insured contract that such person or organization be added as an additional insured under this policy;
(2) The bodily injury, property damage or personal and advertising injury for which said person or organization is legally obligated to pay occurs subsequent to the execution of such insured contract; (3) The most we will pay is the lesser of either the amount of insurance available under the applicable Limits of Insurance shown in the Declarations or the limits of insurance required by the insured contract; (4) The insurance afforded to such additional insured only applies to the extent permitted by law; Policy Number: USC032778220
DocuSign Envelope ID: 2703C5DE-657D-4F3F-A2C0-6F90877F2B84

(
5) Such person or organization is an additional insured only with respect to:
(a) Their ownership, maintenance, or use of that part of the premises, or land, owned by, rented to, or leased to you, except such person or organization is not an insured with respect to structural alterations, new construction or demolition operations performed by or on behalf of such person or organization;
(b) Your ongoing operations performed for that insured; (c) Their financial control of you, except such person or organization is not an insured with respect to structural alterations, new construction or demolition operations performed by or on behalf of such person or organization;
(d) The maintenance, operation or use by you of equipment leased to you by such person or organization;
(e) Operations performed by you or on your behalf and for which a state or political subdivision has issued a permit, provided such operations are not performed for such state or political subdivision, and are not included within the products-completed operations hazard; or (f) Their liability as a grantor of a franchise to you. (6) This insurance does not apply to bodily injury, property damage, personal and advertising injury, occurrence or offense:
(a) Which takes place at a particular premises after you cease to be a tenant of that premises; (b) Which takes place after all work, including materials, parts or equipment furnished in connection with such work to be performed by or on behalf of the additional insured at the site of the covered operations, has been completed;
(c) Which takes place after that portion of your work out of which the injury or damage arises has been put to its intended use by any other person or organization other than another contractor or subcontractor engaged in performing operations for a principal as part of the same project; or (d) Which takes place after the expiration of any equipment lease to which (4)(d) above applies; (7) With respect to architects, engineers or surveyors, coverage does not apply to bodily injury, property damage or personal and advertising injury arising out of the rendering or failure to render any professional services by or for you, including:
(a) The pr
eparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; or (b) Supervisory, inspection, architectural, or engineering services.

These exclusions apply even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the occurrence which caused the bodily injury or property damage, or the offense which caused the personal or advertising injury, involved the rendering of or the failure to render any professional services by or for you.

3. Additional Insured - Vendors
If an Additional Insured Vendors endorsement is attached to this policy that specifically names a person or organization as an additional insured, then this Section 3. Additional Insured - Vendors does not apply to that person or organization.

Unless the products -completed operations hazard is excluded from this policy, SECTION II - WHO IS AN INSURED, item 2.f. is added as follows:
f. Any vendor of yours is included as an additional insured, but only with respect to bodily injury or property damage caused by your products which are distributed or sold in the regular course of the vendor’s business, subject to the following additional exclusions:

Policy Number: USC032778220
DocuSign Envelope ID: 2703C5DE-657D-4F3F-A2C0-6F90877F2B84

(
1) The insurance afforded such vendor does not apply to:
(a) Bodily injury or property damage for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you;
(c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;
(e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products;
(f) Demonstration, installation, servicing or repair operations, except such operations performed by the vendor in full compliance with the manufacturer’s written instructions at the vendor’s premises in connection with the sale of the product;
(g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) Bodily injury or property damage arising out of the liability of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products or any ingredient, part or container, entering into, accompanying or containing such products; (3) The most we will pay is the lesser of either the amount of insurance available under the applicable Limits of Insurance shown in the Declarations or the limits of insurance required by the contract or agreement; and
(4) The insurance afforded to such vendor only applies to the extent permitted by law.

4. Additional Insured - Limited Primary and Noncontributory Provision The following is added as a second paragraph to Section IV Conditions, Condition 4. Other Insurance, following paragraph b.(2):

However, if you have added any person, organization or vendor of yours as an additional insured to this policy by
way of this MultiCover ® endorsement and have agreed in a written insured contract that this insurance is primary and non-contributory with other insurance available to that additional insured, this insurance is primary and we will not seek contribution from such additional insured’s other insurance, provided that the additional insured is a Named Insured under such other insurance.

5. Waiver of Subrogation
SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, item 8., is deleted and replaced by the following:

8. Transfer of Rights of Recovery Against Others to Us and Blanket Waiver of Subrogation a. If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after the loss to impair those rights. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. b. If required by a written insured contract executed prior to the occurrence or offense, we waive any right of recovery we may have against any person or organization named in such insured contract, because of payments we make for injury or damage arising out of your operations or your work for that person or organization.

Policy Number: USC032778220
DocuSign Envelope ID: 2703C5DE-657D-4F3F-A2C0-6F90877F2B84

6. C
ancellation - 90 Days
Common Policy Conditions endorsement IL0017, A. Cancellation, item 2.b. is deleted and replaced by the following:
b. 90 days before the effective date of cancellation if we cancel for any other reason.

7. Liberalization
SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added as an additional Condition:

Liberalization
If we adopt a change in our forms or rules which would broaden the coverage provided by any form that is a part of this policy without an extra premium charge, the broader coverage will apply to this policy. This extension is effective upon the approval of such broader coverage in your state.

8. Fire, Explosion, Sprinkler Leakage, or Lightning Legal Liability Coverage A. SECTION I - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2.

Exclusions, the last paragraph, is deleted and replaced by the following:

Exclusions c. through n. do not apply to damage by fire, explosion, sprinkler leakage, or lightning to premises while:

1. Rented to you;

2. Temporarily occupied by you with the permission of the owner; or

3. Managed by you under a written agreement with the owner.

A separate limit of insurance applies to this coverage as described in Section III - LIMITS OF INSURANCE.

B. SECTION III - LIMITS OF INSURANCE, item 6., is deleted and replaced by the following:

6. Subject to 5. above, the Damage to Premises Rented To You Limit shown in the Declarations, for p
roperty damage to any one premises while rented to you, or in the case of damage by fire, explosion, sprinkler leakage, or lightning while rented to you, temporarily occupied by you with the permission of the owner, or managed by you under a written agreement with the owner, is the greater of:
a. $1,000,000 Any One Premises; or
b. The Damage To Premises Rented To You Limit shown in the Declarations.

C. SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, 4. Other Insurance, b. Excess Insurance, (1)(a), items (i) and (iii), are deleted and replaced by the following:
(i) That is Fire, Explosion, Sprinkler Leakage or Lightning insurance for premises while rented to you, temporarily occupied by you with permission of the owner, or managed by you under a written agreement with the owner;
(iii) That is insurance purchased by you to cover your liability as a tenant for property damage to premises rented to you, temporarily occupied by you with the permission of the owner, or managed by you under a written agreement with the owner; or
D. SECTION V - DEFINITIONS, 9. Insured Contract, item a., is deleted and replaced by the following:
(a) A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, explosion, sprinkler leakage, or lightning to premises while rented to you, temporarily occupied by you with permission of the owner, or managed by you under a written agreement with the owner, is not an insured contract;

9. Damage to Invitees’ Automobiles from Falling Trees or Tree Limbs - Limited Coverage Policy Number: USC032778220
DocuSign Envelope ID: 2703C5DE-657D-4F3F-A2C0-6F90877F2B84

This coverage applies to direct physical damage to automobiles owned by invitees subject to all of the following:

1. Provided such damage originates from trees on premises owned, managed, leased or rented by an insured;

2. Coverage applies only to invitees of an insured or an insured’s tenant;

3. Such damage is directly caused by wind-driven falling trees or tree limbs;

4. The most we will pay for any one loss is the lowest of:
a. the actual cash value of the damaged automobile as of the time of the loss; or b. the cost of repairing the damaged automobile; or
c. the cost of replacing the damaged automobile with another automobile of like kind and quality.

Regardless of the number of occurrences, losses or claims, this coverage is subject to a limit of $25,000 in any one policy period;

5. This coverage is not subject to the General Liability General Aggregate Limit; and

6. We will make payments under this coverage without regard to fault.

10. Non-Owned or Chartered Watercraft
SECTION I - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2.

Exclusions, item g. Aircraft, Auto, or Watercraft, item (2), is deleted and replaced by the following:
(2) A watercraft you do not own that is:
(a) Less t han 51 feet long; and
(b) Not being used for public transportation or as a common carrier;

11. Chartered Aircraft
SECTION I - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2.

Exclusions, g. Aircraft, Auto Or Watercraft, item (6), is added as follows:
(6) An aircraft in which you have no ownership interest and that you have chartered with crew.

12. Coverage Territory - Broadened
SECTION V - DEFINITIONS, item 4.a., is deleted and replaced by the following:
a. The United States of America (including its territories and possessions), Puerto Rico, Canada, Bermuda, the Bahamas, The Cayman Islands and the British Virgin Islands;

13. Personal and Advertising Injury - Contractual
Unless personal and advertising injury is excluded from this policy the following applies:

SECTION I - COVERAGES, COVERAGE B, 2. Exclusions, item e., is deleted.

14. Fellow Employee Coverage
SECTION II - WHO IS AN INSURED, 2.a., item (1) is deleted and replaced by the following:
(1)
Personal and advertising injury:

However, subsections (a), (b), (c) and (d) of item (1) remain unchanged.

15. Bodily Injury Definition - Broadened
SECTION V - DEFINITIONS, 3. Bodily Injury is deleted and replaced by the following:

Bodily injury means bodily injury, sickness or disease sustained by a person including death or mental anguish resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease.

16. Expected o r Intended Injury - Amendment to Exclusion Policy Number: USC032778220
DocuSign Envelope ID: 2703C5DE-657D-4F3F-A2C0-6F90877F2B84

SECTION I. Coverage A Bodily Injury and Property Damage Liability, 2. EXCLUSIONS, a. Expected or Intended Injury, is deleted and replaced by the following:
a. Expected or Intended Injury
Bodily injury or property damage expected or intended from the standpoint of the insured.

This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property.

17. Unintentional Failure to Disclose Hazards
SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, item 6. Representations, the following is added:
d. If you unintentionally fail to disclose any hazards existing at the inception date of this policy, we will not deny coverage under this Coverage Form because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal.

18. Supplementary Payments - Increased Limits
SECTION I - COVERAGES, SUPPLEMENTARY PAYMENTS - COVERAGES A AND B, items 1.b. and 1.d., are deleted and replaced by the following:
b. The cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or suit, including substantiated loss of earnings up to $500 a day because of time off from work.

19. Duties in the Event of an Occurrence, Offense, Claim or Suit - Amended SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, item 2.a. is deleted and replaced by the following:
(1) You must see to it that we or any licensed agent of ours are notified of a General Liability occurrence or offense which may result in a claim as soon as practicable after it becomes known to:
(a) You, if you are an individual;
(b) Your partner or member, if you are a partnership or joint venture; (c) Your member, if you are a limited liability company; (d) Your executive officer if you are an organization other than a partnership, joint venture or limited liability company; or
(e) Your aut horized representative or insurance manager.

Knowledge of an occurrence or offense by persons other than those listed above does not imply that those listed above also have such knowledge.
(2) To the extent possible, notice should include:
(a) How, when and where the occurrence or offense took place; (b) The names and addresses of any injured persons and witnesses; and (c) The nature and location of any injury or damage arising out of the occurrence or offense.

20. Non Employment Discrimination Liability
Unless personal and advertising injury is excluded from this policy the following applies:

A. SECTION V - DEFINITIONS, 14. Personal and advertising injury, item h. is added as follows:
h. Discrimination.

B. B. SECTION V - DEFINITIONS, item 23. is added as follows:

Policy Number: USC032778220
DocuSign Envelope ID: 2703C5DE-657D-4F3F-A2C0-6F90877F2B84

23. Discrimination means the unlawful treatment of a person or class of persons because of their specific race, color, religion, gender, age, or national origin in comparison to one or more persons who are not members of the specified class.

C. SECTION I - COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, 2.

Exclusions, the following are added:
q. Discrimination directly or indirectly related to the past employment, employment or prospective employment of any person or class of persons by any insured; r. Discrimination directly or indirectly related to the sale, rental, lease or sublease or prospective sale, rental, lease or sublease of any dwelling or permanent lodging by or at the direction of any insured; s. Discrimination, if insurance thereof is prohibited by law; or t. Fines, penalties, specific performance, or injunctions levied or imposed by a governmental entity, governmental code, law, or statute because of discrimination.

All other terms and conditions of the policy apply.

Policy Number: USC032778220
DocuSign Envelope ID: 2703C5DE-657D-4F3F-A2C0-6F90877F2B84

Page 1 of 10 ends

FleetCover® Endorsement – CA 70 18 10 14
Policy Amendment
This Endorsement modifies insurance provided under the:

Business Auto Coverage Form
Motor Carrier Coverage Form
A. Broadened Named Insured
Section II – Covered Autos Liability Coverage, A. Coverage, 1. Who Is An Insured, the f
ollowing is added:

Any organization you own on the inception of this policy, or newly acquire or form during the pol
icy period, and over which you maintain during the policy period, majority ownership or majority interest will qualify as a Named Insured if:
(1) There is no other similar insurance available to that organization; and (2) The first Named Insured shown in the Declarations of this policy has the responsibility of placing insurance for that organization; and
(3) The organization is incorporated or organized under the laws of the United States of America.

However:
(a) Coverage under this provision is afforded only until the next occurring 12 month anniversary of the beginning of the policy period shown in the Declarations, or the end of the policy period, whichever is earlier; and
(b) Coverage under this provision does not apply to bodily injury or property damage that results from an accident that occurred before you acquired or formed the organization; and (c) No person or organization is an insured with respect to any current or past partnership, or joint venture that is not shown as a Named Insured in the Declarations; and (d) Coverage under A.(1), (2) and (3) above does not apply to any organization that is covered as an insured under any other automobile liability insurance policy whose limits of insurance have been exhausted or whose insurer has become insolvent.

B. Broadened Who Is an Insured

1. Form CA0001 (if attached to this policy), Section II – Covered Autos Liability Coverage, A.

Coverage, 1. Who Is An Insured, item b.(2) is deleted, and d. is added as follows:
d. Your employee while using his owned auto, or an auto owned by a member of his or her household, in your business or your personal affairs, provided you do not own, hire or borrow that auto.

2. Form CA0020 (if attached to this policy), Section II – Covered Autos Liability Coverage, A.

Coveraqe, 1. Who Is An Insured, item b.(2) is deleted, and f. is added as follows:
f. Your em ployee or agent while using his owned private passenger type auto, or a p
rivate passenger type auto owned by a member of his or her household, in your business or personal affairs, provided you do not own, hire, or borrow that auto.

This form must be attached to Change Endorsement when issued after the policy is written.

One of the Allianz Global Risks US Companies as named in the policy.

Policy Number: SC V 013084 22 01
DocuSign Envelope ID: 2703C5DE-657D-4F3F-A2C0-6F90877F2B84

Page 2 of 10 ends

C. Additional Insured Coverage and Waiver of Subrogation

1. Form CA0001 (if attached to this policy), Section II – Covered Autos Liability Coverage, A.

Coverage, 1. Who Is An Insured, the following is added as item e.; and form CA0020 (if attached to this policy), Section II – Covered Autos Liability Coverage, A. Coverage, 1. Who Is An Insured; the following is added as item g.:

Any person or organization with respect to the operation, maintenance, or use, of a covered auto, provided that you and such person or organization have agreed under an expressed provision in a written insured contract or written agreement, or a written permit issued to you by a governmental or public authority, to add such person, organization, or governmental or public authority to this policy as an insured.

However, such person or organization is an insured:

(1) Only with respect to the operation, maintenance, or use, of a covered auto; and

(2) Only for bodily injury or property damage caused by an accident which takes place after:

(a) You executed the insured contract or written agreement; or

(b) The permit has been issued to you.

2. Form CA0001 (if attached to this policy), Section IV - Business Auto Conditions, A. Loss Conditions, item 5.; and form CA0020 (if attached to this policy), Section V - Motor Carrier Conditions, A. Loss Conditions, item 6.; the following is added:

Waiver of Subrogation
If required by a:
a. Written insured contract or written agreement executed prior to the accident; or

b. Written permit issued to you by a governmental or public authority prior to the accident;

we w
aive any right of recovery we may have against any person or organization named in such contract, agreement or permit, because of payments we make for injury or damage arising out of the ownership, maintenance or use of a covered auto.

D. Auto Medical Payments - Increased Limit

For each covered auto described in the Declarations or shown in the Schedule as having Auto Medical Payments Coverage, the Medical Payments Limit of Insurance for those autos is revised to the greater of:

1. $5,000; or

2. The limit shown in the Declarations.

E. Hired Auto Physical Damage Coverage and Loss of Use Expenses Hired Auto Physical Damage Coverage
Policy Number: SC V 013084 22 01
DocuSign Envelope ID: 2703C5DE-657D-4F3F-A2C0-6F90877F2B84

Page 3 of 10 ends

If Physical Damage Coverage is provided by this policy on your owned covered autos, the following applies:

Any auto that you lease, hire, rent or borrow without a driver, will be covered under this policy for Physical Damage Coverage. However any such auto:

1. Will be covered only for the same Physical Damage Coverage that applies to your owned covered autos;

2. Will be subject to the same applicable deductible shown in the Declarations that applies to your most similar owned covered auto, except any Comprehensive Coverage deductible does not apply to loss caused by fire or lightning; and

3. The most we will pay for any one loss in any one accident is the lesser of the following:

a. Actual cash value of the damaged or stolen property as of the time of the loss as determined by us; or

b. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality.

In addition, we will pay costs and fees associated with such covered loss only for a maximum time period of seven days beginning with the date of loss, subject to a maximum of $500.

However:

1. If form CA0001 is attached to this policy, this coverage does not apply to autos you lease, hire, rent or borrow from any of your employees, partners (if you are a partnership), members (if you are a limited liability company) or members of their households; and

2. If form CA0020 is attached to this policy, this coverage does not apply to any private passenger type auto you lease, hire, rent or borrow from any member of your household, any of your employees, partners (if you are a partnership), members (if you are a limited liability company), or agents or members of their households.

Hired Auto Loss of Use Expenses

Form CA0001 (if attached to this policy), Section III - Physical Damage Coverage, A. Coverage,

4. Coverage Extension, b. Loss of Use Expenses; and form CA0020 (if attached to this policy), Section IV - Physical Damage Coverage, A. Coverage, 4. Coverage Extension, b. Loss of Use Expenses; is deleted and replaced by the following:

b. For Hired Auto Physical Damage, we will pay expenses for which an Insured becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use expenses if caused by:

(1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered auto;

(2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss is provided for any covered auto; or

(3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered auto.

Policy Number: SC V 013084 22 01
DocuSign Envelope ID: 2703C5DE-657D-4F3F-A2C0-6F90877F2B84

Page 4 of 10 ends

However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $1,000.

F. Coverage Territory - Hired Auto

1. Form CA0001, (if attached to this policy), Section IV - Business Auto Conditions, B. General Conditions, 7. Policy Period, Coverage Territory, b.(5) is deleted and replaced by the following:

(5) Anywhere in the world if a covered auto of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 180 days or less,

2. Form CA0020 (if attached to this policy), Section V - Motor Carrier Conditions, B. General Conditions, 7. Policy Period, Coverage Territory, b.(5) is deleted and replaced by the following:

(5) Anywhere in the world if a covered auto of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 180 days or less, G. Communication Equipment Coverage

Form CA0001 (if attached to this policy), Section III - Physical Damage Coverage, C. Limits of Insurance, Paragraph 1.b.; and form CA0020 (if attached to this policy), Section IV - Physical Damage Coverage, C. Limits of Insurance, Paragraph 1.b.; is deleted and replaced by the following:

b. All electronic equipment that reproduces , receives or transmits audio, visual or data signals in any one loss is $1,500, if, at the time of loss, such electronic equipment is:

H. Tapes, Records, CDs and DVD Coverage

The P hysical Damage Coverage Section is amended as follows:

1. The exclusion referring to tapes, records, discs, or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment does not apply.

2. Under Comprehensive Coverage - Form CA0001 (if attached to this policy), Section III- Physical Damage Coverage, A. Coverage; and form CA0020 (if attached to this policy), Section IV- Physical Damage Coverage, A. Coverage; the following is added:

We will pay for loss to tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. We will pay only if the tapes, records, discs or other similar audio, visual or data electronic devices:

a. Are your property, or that of a family member; and

b. Are in a covered auto at the time of a loss.

The most we will pay for loss is $250. No deductible applies to this coverage.

I. Personal Effects Coverage

Form CA0001 (if attached to this policy), Section III - Physical Damage Coverage, A. Coverage,

4. Coverage Extensions; and form CA0020 (if attached to this policy), Section IV - Physical Damage Coverage, A. Coverage, 4. Coverage Extensions; item c. is added as follows:

Policy Number: SC V 013084 22 01
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c. Personal Effects Coverage

We will pay up to $500 for loss for clothing items or other personal effects that are owned by an insured and are in an Owned auto at the time of a covered loss.

Personal Effects do not include audio visual or electronic devices, money, giftcards, securities, jewelry, or tools.

This coverage is excess over any other collectible insurance.

No deductible applies to this coverage.

J. Airbag Coverage

1. Form CA0001 (if attached to this policy), Section III - Physical Damage Coverage, B.

Exclusions, 3.a.; and form CA0020 (if attached to this policy), Section IV - Physical Damage Coverage, B. Exclusions, 3.a.; the following is added:

However, mechanical breakdown does not mean the unintended discharge of an airbag, provided that any loss covered under this provision is excess over any other collectable insurance or warranty designed to cover such unintended discharge.

K. Rental Reimbursement

Form CA0001 (if attached to this policy), Section III - Physical Damage Coverage, A. Coverage,

4. Coverage Extensions; and form CA0020 (if attached to this policy), Section IV - Physical Damage Coverage, A. Coverage, 4. Coverage Extensions; item d. is added as follows:

d. Rental Reimbursement or Transportation Expenses

If loss occurs to a covered auto described or designated in the Declarations or Schedule and covered for Physical Damage Coverage, we will pay for rental expenses for the rental of a similar replacement auto and additional transportation expenses, incurred by you. This payment applies in addition to the otherwise applicable amount of each coverage you have on the covered auto. No deductible applies to this coverage. However:

(1) We will pay only for those expenses incurred by you that begin 24 hours after the covered loss.

(2) We will cease paying for those expenses, regardless of the policy’s expiration date, at the earlier of the following dates:

(a) The number of days reasonably required to repair or replace the covered auto. If loss is caused by theft, this number of days is added to the number of days it takes to locate and return the covered auto to you; or

(b) 45 days from the date this coverage begins.

(3) Our payment is limited to the lesser of the following amounts:

(a) Necessary and actual expenses incurred by you; or

(b) $1,500.

(4) This coverage does not apply while there are spare or reserve autos available to you for Policy Number: SC V 013084 22 01
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your operations.

(5) If loss results from the total theft of a covered private passenger type auto (if CA0020 is attached to this policy), or a covered private passenger auto (if CA0001 is attached to this policy), we will pay under this coverage only that amount of your covered rental expenses or additional transportation expenses which are not already provided for under the Physical Damage Coverage Extensions.

L. Extended Towing Coverage

1. Form CA0001 (if attached to this policy), Section III - Physical Damage Coverage, A.

Coverage, 2. Towing, is deleted and replaced by the following:

2. Extended Towing

We will pay up to $750 per disablement for towing and labor costs you incur each time your covered auto is disabled. However:
a. All labor must be performed at the place of disablement; and

b. If the covered auto is of the private passenger type, no deductible applies; and

c. If the covered auto is not of the private passenger type, our obligation to pay will be reduced by a $250 deductible per disablement.

d. If the covered auto is not of the private passenger type and the disablement results from a loss covered under Section III - Physical Damage Coverage, A. Coverage, Paragraphs 1, a., b., or c., there is no separate deductible for the Extended Towing Coverage.

For purposes of this coverage, disablement means a breakdown of the covered auto including mechanical breakdown, engine failure, or tire blowout, where re- pairs cannot be made roadside and a tow is required to remove the auto from the roadway and to seek additional services and repair.

2. Form CA0020 (if attached to this policy), Section IV - Physical Damage Coverage, A.

Coverage, 2. Towing - Private Passenger Autos, is deleted and replaced by the following:

2. Extended Towing

We wi ll pay up to $750 per disablement for towing and labor costs you incur each time your covered auto is disabled. However:

a. All labor must be performed at the place of disablement; and

b. If the covered auto is of the private passenger type no deductible applies; and

c. If the covered auto is not of the private passenger type our obligation to pay will be reduced by a $250 deductible per disablement.

d. If the covered auto is not of the private passenger type and the disablement results from a loss covered under Section III - Physical Damage Coverage, A.

Coverage, Paragraphs 1, a., b., or c., there is no separate deductible for the Extended Towing Coverage.

For purposes of this coverage, disablement means a breakdown of the covered auto Policy Number: SC V 013084 22 01
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including mechanical breakdown, engine failure, or tire blowout, where repairs cannot be made roadside and a tow is required to remove the auto from the roadway and to seek additional services and repair.

M. Cancellation - 120 Days Notice

If we cancel this policy for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured at the last mailing address known to us, written notice of cancellation at least 120 days prior to the effective date of cancellation.

N. Supplementary Payments - Increased Limits

Section II - Liability Coverage, 2. Coverage Extensions, a. Supplementary Payments, items (2) and (4) are deleted and replaced by the following:

(2) Up to $2,500 for the cost of bail bonds (including bonds for related traffic law violations) required because of an accident we cover. We do not have to furnish these bonds.

(4) All reasonable expenses incurred by the insured at our request, including substantiated loss of earnings up to $500 a day, because of time off from work.

O. Duties in the Event of Accident, Claim, Suit or Loss - Amended Form CA0001 (if attached to this policy) Section IV - Business Auto Conditions, A. Loss Conditions, item 2. a.; and form CA0020 (if attached to this policy) Section V - Motor Carrier Conditions, A. Loss Conditions, item 2. a.; is deleted and replaced by the following:

a. In the event of accident, claim, suit or loss, you must promptly notify us or our authorized representative when it becomes known to:

(1) You, if you are an individual;

(2) Your partner or member, if you are a partnership or joint venture;

(3) Your member, if you are a limited liability company;

(4) Your executive officer if you are an organization other than a partnership, joint venture or limited liability company; or

(5) Your authorized representative or insurance manager.

Knowledge of an accident, claim, suit or loss by other persons does not imply that the persons listed above have such knowledge.

Notice should include:

(1) How, when and where the accident or loss occurred; and

(2) The insured’s name and address; and

(3) To the extent possible, the names and address of any injured persons and witnesses.

P. Unintentional Failure to Disclose Hazards

Form CA0001 (if attached to this policy), Section IV - Business Auto Conditions, B. General Policy Number: SC V 013084 22 01
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Conditions, item 2.; and form CA0020 (if attached to this policy), Section V - Motor Carrier Conditions, B. General Conditions, item 2.; the following is added:

However, if you unintentionally fail to disclose any ha zards existing at the inception date of this policy, we will not deny coverage under this Coverage Form because of such failure. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal.

Q. Fellow Employee Coverage

Section II - Liability Coverage, B. Exclusions, 5. Fellow Employee, the following is added:

However, this exclusion does not apply if the bodily injury results from the use of a covered auto you own or hire, and provided that any coverage under this provision only applies in excess over any other collectible insurance.

R. Limited Mexico Coverage

WARNING

AUTO ACCIDENTS IN MEXICO ARE SUBJECT TO THE LAWS OF MEXICO ONLY - NOT THE LAWS OF THE UNITED STATES OF AMERICA. THE REPUBLIC OF MEXICO CONSIDERS ANY AUTO ACCIDENT A CRIMINAL OFFENSE AS WELL AS A CIVIL MATTER.

IN SOME CASES THE COVERAGE PROVIDED HERE MAY NOT BE RECOGNIZED BY

THE MEXICAN AUTHORITIES AND WE MAY NOT BE ALLOWED TO IMPLEMENT THIS COVERAGE AT ALL IN MEXICO. YOU SHOULD CONSIDER PURCHASING AUTO

COVERAGE FROM A LICENSED MEXICAN INSURANCE COMPANY BEFORE DRIVING IN MEXICO.

THIS ENDORSEMENT DOES NOT APPLY TO ACCIDENTS OR LOSSES WHICH OCCUR OUTSIDE OF 25 MILES FROM THE BORDER OF THE UNITED STATES OF AMERICA.

Form CA0001 (if attached to this policy), Section IV - Business Auto Conditions, B. General Conditions, item 7.; and form CA0020 (if attached to this policy), Section V - Motor Carrier Conditions, B. General Conditions, item 7.; the following is added:

The c overage territory is extended to include Mexico, but only:

a. For accidents or losses occurring within 25 miles of the United States border; and

b. For trips into Mexico of 10 days or less; and

c. If the covered auto is principally garaged and principally used in the United States; and

d. If the insured is a resident of the United States.

If a loss to a covered auto occurs in Mexico, we pay for such loss in the United States. If the covered auto must be repaired in Mexico in order to be driven, we will not pay for more than the actual cash value of such loss as determined by us at the nearest United States point where the repairs can be made.

Any insurance provided under this provision will be excess over any other collectible insurance.

Policy Number: SC V 013084 22 01
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S. Extended Glass Coverage

Form CA0001 (if attached to this policy), Section III - Physical Damage Coverage, A. Coverage, item 3.a.; and form CA0020 (if attached to this policy), Section IV - Physical Damage Coverage, A. Coverage, item 3.a.; is deleted and replaced by the following:

a. Glass breakage. If glass must be replaced, the deductible will be $100 or the deductible shown in the Declarations, whichever is less. If glass can be repaired and is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass repaired rather than replaced.

T. Broadened Definition of Bodily Injury

Form CA0001 (if attached to this policy), Section V - Definitions, item C.; and Form CA0020 (if attached to this policy), SECTION VI - DEFINITIONS, item C.; is deleted and replaced by the following:

C. Bodily Injury means bodily injury, sickness or disease sustained by a person including death or mental anguish resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease.

U. Customer Lease or Loan Physical Damage Coverage Extension

Form CA0001 (if attached to this policy), Section III - Physical Damage Coverage, C. Limit Of Insurance; and form CA0020 (if attached to this policy), Section IV - Physical Damage Coverage, C. Limits Of Insurance; item 4. is added as follows:

4. If your covered owned auto is:

(1) Shown in the Schedule and designated as covered for Physical Damage Coverage; and

(2) Shown in this policy as having a loss payee or additional-insured-lessor; and

(3) Incurs a covered total loss;
we will pay the greater of:
(a) The actual cash value, as determined by us, of the damaged or stolen property as of the time of the total loss; or
(b) The outstanding indebtedness under the initial finance agreement for the covered auto and its equipment.

As used here, outstanding indebtedness means the amount you owe on the finance agreement at the time of total loss:
(i) Less any amounts representing taxes, overdue payments, penalties, interest, or charges resulting from overdue payments, additional mileage, excess wear and tear, or lease termination fees; and
(ii) Less any administrative costs or overhead fees assessed by the finance company who has leased the covered auto to you; and
(iii) Less security deposits not returned by the lessor; and (iv) Less costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and
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(v) Less carry-over balances from previous loans or leases.

V. Two or More Deductibles

1. Section III - Physical Damage Coverage, D. Deductible, of form CA0001 (if attached to this policy), the following is added:

If another Allianz Global Risks US Insurance Company policy or coverage form that is not an automobile policy or coverage form applies to the same accident or loss, the following applies:
(1) If the deductible under this Business Auto Coverage Form is the lesser of (or least) deductible, it will be waived.
(2) If the deductible under this Business Auto Coverage Form is not the lesser, (or least) deductible, it will be reduced by the amount of the lesser (or least) deductible.

2. Section IV - Physical Damage Coverage, D. Deductible, of form CA0020 (if attached to this policy), the following is added:

All other terms and conditions of the policy remain unchanged.

Policy Number: SC V 013084 22 01
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WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06

(Ed. 04-84)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT−CALIFORNIA

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.

You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The addi tional premium for this endorsement shall be 2.00% of the California workers’ compensation premium otherwise due on such remuneration.

Schedule

Person or Organization

Job Description
Associated
Job
Premium
Blanket Waiver of Subrogation as required by written contract.

This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.

(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)

Endorsement Effective 12/04/2022
Insured CSG Consultants, Inc.

Policy No. SCW0239532201
Insurance Company National Surety
Corporation
Endorsement No.

Premium

Countersigned By

WC 04 03 06
(Ed. 04-84)
DocuSign Envelope ID: 2703C5DE-657D-4F3F-A2C0-6F90877F2B84

Salinas City CouncilNovember 14, 2023

Salinas City Council
November 14, 2023