South Lake Tahoe City Council
March 25, 2025

PROJECT BACKGROUND, OBJECTIVE & SCOPE

11. Background
Lakeview Commons and El Dorado Beach opened the summer of 2012 and is a world class park with a world class view. As such, Lakeview Commons is a central gathering place for thousands of visitors to South Lake Tahoe and a social mecca for residents who take pride in their park. Additionally, Lakeview Commons has become an attractive venue for a variety of special events.

12. Objective
The City has hosted a summer concert series at Lakeview Commons since 2013 that has become increasingly popular. Because of this, the City is soliciting proposals from qualified professionals interested in developing, managing, and executing a Signature Summer Event(s) that will occur in a series at the facility. The events must be open to the general public at no cost to attendees. The City is open to any ideas proposed that would attract local residents as well as visitors and can be accommodated at the Lakeview Commons facility during the months of May through September.

13. Scope
• Propose one or more series of Signature Summer Events at Lakeview Commons that would attract residents and visitors.
• The proposal must state how the event producer will follow the City’s Special Event Guidelines and manage all aspects of event production including; security, site planning, budgeting, signage plans, talent and participants, vendors, set-up/clean-up logistics and contract negotiations.
• Include expectations of services, sponsorship and requests of support from City staff. • Develop and manage a website or marketing plan that will brand the proposed Signature Summer Event(s) for each summer season.

PROPOSAL CONTENT REQUIREMENTS
Proposers are required to submit detailed proposals as described throughout this RFP.

Proposals that do not follow these submission requirements may be deemed non-responsive and not considered for selection.

14. Proposal Requirements ~All proposals must include the following information 117

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Lakeview Commons Summer Series RFP

A. Cover Letter - Introduction (5 Points)
All proposals must include a cover letter directed to the City Manager introducing your company and summarizing the proposal and key aspects of the services to be provided.

Cover letter must be signed by an individual authorized to bind the Proposer to the City’s Concessionaire Agreement.

B. Experience, Background and Qualifications (25 Points) Proposer shall demonstrate ability as a Special Event Producer. Proposers shall have a minimum of three (3) consecutive years of special event production experience. The City will also consider the past performance of the Proposer. Proposers should also address:
• Ability to implement a Signature Summer Event(s) within the allotted time frame. • Ability to manage all aspects of event production.
• Specify what skills you possess, including but not limited to, your approach, planning, marketing and staffing.
• Size of company and background promoting and/or managing similar events. • Recent event highlights successfully produced in the past 18 months, including dollar range for cost of production.

C. Proposed Signature Event Plan (0-30 points)
• Concept and Theme Development (15 points)
Proposal should state the nature and variety of the Signature Summer Event including visual presentation, branding of the series and event days and hours. • Design and Quality of Improvements (15 points)
Proposal should describe the physical design of the venue area including innovative ideas to attract residents and visitors.

D. Compliance with Special Event Guidelines (0-20 points) • State how the event producer will follow the City’s Special Event Guidelines and manage all aspects of event production including, security, site planning, budgeting, signage plans, talent and participants, vendors, setup, cleanup logistics and contract negotiations.
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Lakeview Commons Summer Series RFP

• Proposal should include the number of individuals that will be on-site during each event and outline what their role will be to assure all requirements set forth in the Special Event Guidelines are met.

E. Event Financing Plan (0-10 points)
• Proposal must include a comprehensive financing plan outlining how the event producer will secure sponsorships or what other resources will be utilized or requested from the City to fund the event (s). Include any request for City support in the proposal.
• Proposer shall prove to the City’s satisfaction the ability to provide adequate capitalization to produce and manage all aspects of Signature Summer Event(s).
• Proposal complies with all substantive requirements of the RFP.

Local businesses that maintain a principal place of business within either the City of South Lake Tahoe or the Lake Tahoe Basin portion of El Dorado County or Douglas County and possess a city business license will be awarded these local preference points. • Verification of experience shall be provided in the form of three (3) references.

EVALUATION METHOD & CRITERIA
Proposals will first be reviewed for responsiveness to the requirements. If any information is missing from the required content, the proposal may be deemed non-responsive and returned to proposer and any further review is subject to the City’s discretion (see Reservations, page 5).

F. Financial Capability of Proposer (5 Points)
H. Professional References (Pass/Fail)
G. Local Business Preference (5 Points)
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Lakeview Commons Summer Series RFP

The Review Committee will make a recommendation to the City Manager based on the criteria in this Proposal to award the contract(s) to a selected Special Events Concessionaire(s). The City Council will make the final determination whether or not to award a contract/agreement. The City may conduct interviews of the top scoring Proposals.

15. Evaluation Criteria
Recommendations for selection of the Concessionaire will be based on the following weighted criteria of 100 possible points and passing status on all Pass or Fail categories.

Criteria Points
A. Cover Letter & Introduction 5
B. Experience, Background and Qualifications 25
C. Proposed Special Events Plan 30
D. Compliance with Special Event Guidelines 20
E. Event Financing Plan 10
F. Financial Capability of Proposer 5
G. Local Business Preference 5
H. Professional References P/F

16. Relationship of Concessionaire to City
The Lakeview Commons facility is owned by the City. As such, the City will often receive requests, recommendations, feedback and complaints from the public regarding the facility.

The City will forward those comments to the Concessionaire for resolution. The Concessionaire will be expected to respond to all customer feedback in a timely manner whether the comments are received directly by the management company or are provided by the City. The City will require the Concessionaire to keep the City informed of any comments, complaints, or suggestions that are not able to be resolved.

The City may review aspects of the Concessionaires operations in public meetings. The Concessionaire will be expected to attend such meetings and provide the requested information.

The selected Concessionaire will be expected to enter into a Concessionaire Agreement/Contract with the City and perform the aspects of the contract bearing the responsibilities of the Concessionaire. The Concessionaire is expected to utilize its best professional judgment in all aspects of the operation of the facility. 120

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ATTACHMENT 1

SAMPLE CONCESSIONAIRE AGREEMENT
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Lakeview Commons Summer Series RFP

ATTACHMENT 2

CITY OF SOUTH LAKE TAHOE SPECIAL EVENT GUIDELINES
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City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: March 25, 2025
Agenda Item #:4
Agenda Item: Division of Boating and Waterways Boating Safety and Enforcement Equipment Grant Application Authorization
Executive Summary: The police boats' outboard motors have reached the end of their service life. If awarded funding from the Boating Safety and Enforcement Equipment Grant, replacement of the outboard motors could be achieved without any financial implications to the City. If awarded funding through the grant, staff will return to Council for acceptance.

Requested Action / Suggested Motions: Pass a Resolution authorizing Police Department staff to apply for grant funding through the Division of Boating and Waterway Boating Safety and Enforcement Equipment Grant in an amount up to $110,000 to replace the police boats outboard motors.

Responsible Staff Member: Lt. Scott Crivelli
Reviewed and Approved By: David Stevenson, Chief of Police Susan Blankenship, City Clerk Olga Tikhomirova, Director of Finance Heather Stroud, City Attorney Attachments:
01-Staff Report - Police Boat Grant Application.docx
02-Resolution - Police Boat Grant Application.docx
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Council Agenda Report – March 25, 2025 Page 1 of 2
City of South Lake Tahoe
Report to City Council
Meeting Date: March 25, 2025
Title: Boating Safety and Enforcement Equipment Grant Application Authorization Location: Police Department
Responsible Staff Member: Lt. Scott Crivelli
Background: The City provides a Police Boating Safety and Enforcement Program each year for residents and visitors of our community. The California Division of Boating and Waterways (DBW) offers grant funding to local government agencies to purchase boating safety and equipment through the Boating Safety and Enforcement Equipment Grant Program. Staff is looking to apply to the Equipment Grant to receive funding to replace the police boat’s outboard motors in an amount up to $110,000.

Issue and Discussion: South Lake Tahoe PD currently operates our one police boat on Lake Tahoe, typically between Memorial Day and Labor Day. Police boat operations are funded by a financial aid program through Division of Boating and Waterways and El Dorado County vessel taxes.

The police boat is powered by two 2016 Mercury Verado 300 outboard motors. Each motor currently has approximately 2100 hours of use. The outboard motors have reached a point in their operational lives where repairs are frequent and expensive. In 2024 both outboard motors required a major repair of over $10,000 each. The marine mechanics at North Tahoe Marina, where the police boat is repaired and serviced, recommend motor replacements, to prevent additional failures and expensive repairs. Additionally, since SLT PD only has one police boat, frequent motor repairs results in a lack of police boat presence for emergency response and safety enforcement on the south shore of Lake Tahoe.

With the authorization from City Council, staff will be applying to the Division of Boating and Waterway Boating Safety and Equipment Grant for an amount up to $110,000 for funding to replace the police boat outboard motors. The grant application period is March 14, 2025 – April 30, 2025. If awarded funding through the grant, staff will return to Council for acceptance of the grant funding and award of the repair contract in accordance with procurement procedures.

Financial Implications: This item is a request for authorization to apply for the Equipment Grant. There are no matching requirements for this grant. Upon Grant Award, funding will be requested to be appropriated into the Police Boat Account 237 02110 upon city council approval.
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Environmental Considerations: The proposed action is not a “project” subject to review under the California Environmental Quality Act (CEQA) under CEQA Guidelines section 15378(b)(4) (creation of government funding mechanisms or government fiscal activities which do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment).

Policy Implications: The police boating safety program supports the City of South Lake Tahoe’s Strategic Plan “5.1 – Public Safety”.
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Resolution 2025- XXX
Adopted by the City of South Lake Tahoe
City Council
March 25, 2025
Authorizing the Police Department to apply for the Boating Safety and Enforcement Equipment Grant, through the Division of Boating and Waterways in an amount up to $110,000 for funding to replace the police boats’ outboard motors.

BACKGROUND
A. The City of South Lake Tahoe Police Department operates a Police Boating Safety and Enforcement Program.

B. The police boats outboard motors have reached the end of their service lives and frequently have expensive repairs. If awarded The Boating and Safety Grant, funding received would cover the cost of replacing the police boats outboard motors.

C. If awarded the grant, staff will return to Council to accept the funding from the Division of Boating and Waterways and award a repair contract.

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, BE IT RESOLVED, that the City Council of the City of South Lake Tahoe:

1. Approves and Authorizes the Police Department’s application for up to $110,000 in grant funding through The Division of Boating and Waterways Boating Safety and Enforcement Grant for funding to replace the police boats outboard motors.

Adopted by the City of South Lake Tahoe City Council on March 25, 2025 by the following vote:

Yes:

No:

Absent:

Abstain
Tamara Wallace, Mayor Date: ----------------------
Attest
Susan Blankenship, City Clerk
The presence of electronic signature certifies that the foregoing is a true and correct copy as approved by the South Lake Tahoe City Council.
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City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: March 25, 2025
Agenda Item #:5
Agenda Item: Ratification of Amendment 2 to Agreement with Lumos for Pioneer Trail Highway Safety Improvement Project (HSIP)
Executive Summary: The Public Works Department is recommending the ratification of Amendment 2 of Lumos's design agreement for the Pioneer Trail HSIP project. This amendment adds construction assistance budget and a retaining wall drainage system design tasks.

Requested Action / Suggested Motions: Pass a Motion authorizing and directing the Mayor to execute Ratification of Amendment with Lumos & Associates, in the total amount of $15,000 for a not-to-exceed total contract amount of $71,000, and extending the term to October 31, 2025, for the design and construction support services for the Pioneer Trail HSIP project.

Responsible Staff Member: Stephen Anderjack, Project Manager Reviewed and Approved By: Anush Nejad, Director of Public Works Susan Blankenship, City Clerk Olga Tikhomirova, Director of Finance Heather Stroud, City Attorney Attachments:
01 - Staff Report - Amendment to Lumos Agreement.docx
02 - C-126-2023 Lumos PSA.pdf
03 - C-006-2024 Lumos Amendment 1.pdf
04 - Lumos Amendment 2.pdf
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City of South Lake Tahoe
Report to City Council
Meeting Date: March 25, 2025
Title: Ratification of Amendment 2 to Lumos Agreement for Pioneer Trail Highway Safety Improvement Project (HSIP)
Location: Pioneer Trail between Glenwood Way and Edna Street Responsible Staff Member: Stephen Anderjack, Project Manager Background: In June 2018, the City of South Lake Tahoe, in partnership with the Tahoe Regional Planning Agency (TRPA), conducted a Systematic Safety Analysis report using grant funding from the State of California. This study reviewed accident history at key intersections throughout the city and ranked each by severity. Rankings were determined by the number of crashes, the severity of each crash, and the amount of property damage caused. This ranking methodology is used by traffic engineers and for the Federal Highway Administration’s (FHWA) Highway Safety Improvement Program (HSIP). The safety analysis determined that the intersection of Pioneer Trail and Edna Street-Glenwood Way has one of the top three accident history rankings amongst city-maintained roads.

An informal Request for Proposal (RFP) was issued in June 2023, soliciting engineering and design services. After reviewing the three proposals delivered to Public Works, Lumos and Associates is the most qualified consultant. On August 1, 2023, a Professional Service Agreement (PSA) was executed with Lumos & Associates (C-126-2023) in the amount of $45,000, for a term ending on December 31, 2023. The project scope includes widening lanes and shoulders, improving line striping, installing radar speed feedback signs, and improving drainage at the Glenwood Way and Pioneer Trail intersection.

Amendment 1 (C-006-2024) was executed on January 22, 2024, and contained scope to relocate a storm drain inlet, and a Liberty power pole. This scope also included coordination with Liberty to move the pole. Amendment 1’s total price increase is $11,000, bringing the current PSA total value to $56,000. Amendment 1 extended the term to June 30, 2024.

The project has since been fully designed and bid to contractors. Bids were opened on February 25, 2025, and the apparent low bidder has been identified. The Public Works Department is waiting on the City of SLT Building Department Permit prior to recommending award of the contract.

Issue and Discussion: The Public Works Department staff is recommending the approval of a PSA Amendment for two additional services needed for project construction:

Ratification of PSA Amendment 2
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The Public Works Department is recommending the approval of Ratification of PSA Amendment 2 for Lumos’s design contract. PSA Amendment 2 includes construction assistance for the project. The scope of the work includes submittal review and approval, RFI review and response, and Construction Change Order review and approval. These tasks will occur before and during construction. The total amendment cost is an additional $12,500 added to the contract value.

Since the term of this Agreement expired on June 30, 2024, this Ratification also extends the term to October 25, 2025, retroactive to July 1, 2024.

The Building Department approval of the project is contingent upon the installation of a drainage system behind a proposed retaining wall on the project. PSA Amendment 2 contains the addition of scope to design the retaining wall drainage system and incorporate the changes into the plan set. The total amendment cost is $2,500 added to the contract value.

The total cost for the amendment is $15,000 for a contract cost not to exceed the amount of $71,000.

Financial Implications: PSA Amendment 2 will be funded by the Engineering Professional Services Account 100-03210-42020. The account currently has $163,322 available and the total cost of the amendment is $15,000.

Environmental Considerations: On June 15, 2021, the City Planning Manager filed a CEQA Notice of Exemption with the State Clearinghouse as a Class 4, 15304 (minor alteration to land) categorical exemption, State Clearinghouse Number 2021060316. This project is comprised of minor alterations to an existing street. No additional automobile lanes will be created, and no additional vehicular capacity is expected. Additionally, this project seeks to add safety devices for use in conjunction with existing facilities. Caltrans, the Project Lead for NEPA found the Project to be Categorically Exempt.

Policy Implications:

This project is consistent with the City Council's priorities and will enhance public safety through improvements to the built environment.
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CITY OF SOUTH LAKE TAHOE

PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of the 1 day of August 2023 by and between the City of South Lake Tahoe, a municipal corporation (“City”) and Lumos & Associates (Consultant”).

RECITALS
A. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement.

B. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein.

C. City desires to retain Consultant to render professional services as set forth in this Agreement.

AGREEMENT

1. Scope of Services. Consultant shall perform the services set forth in this agreement and shall provide said services at the time, place, and in the manner specified in this agreement. Consultant shall have no power or authority by this Agreement to bind City in any respect.

The Consultant agrees that it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Contract is based on such independent investigation and research.

All services provided by Consultant pursuant to this Agreement will be provided in accordance with the terms set forth in the Exhibit A, “Scope of Services,” and Compensation Fee Schedule attached hereto and incorporated herein by reference. Term/Time of Performance: Attached to Exhibit A, is the Agreement schedule for completing the tasks defined within the Scope of Services. The services by Consultant are to commence upon the execution of the Agreement and continue through December 31, 2023. 130
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2. Compensation. Compensation to be paid to Consultant shall be in accordance with the Schedule set forth in Exhibit A which is attached hereto and incorporated herein by reference. In no event shall Consultant’s compensation, including travel and out-of-pocket expenses, exceeds $45,000 without additional written authorization from City. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to City at the time of payment. Payment is contingent upon compliance with all terms and conditions of this Agreement, as set forth herein. Consultant shall obtain prior written authorization from the City Project Manager for any costs in excess of budgeted amounts for each line item, task, or obligation under the Scope of Services.

3. Method of Payment. Consultant shall submit monthly billings to City describing the work performed during the preceding month. Consultant’s bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, the applicable hourly rate, and a description of any reimbursable expenditures. City shall pay Consultant no later than 30 days after approval of the monthly invoice by City staff.

4. Extra Work. At any time during the term of this Agreement, City may request that Consultant perform extra work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, extra work without prior written authorization from City.

5. Termination. This Agreement may be terminated by City or Consultant immediately for cause or without cause upon thirty days (30) days written notice of termination. Upon termination, Consultant shall be entitled to compensation for services performed up to the effective date of termination, and City shall be entitled to all work performed to that date.

Termination, revocation, or expiration of this Agreement shall not release either party from liability resulting from an event which occurred prior to such termination, revocation or expiration.

6. Ownership of Documents.

All plans, studies, documents and other writings, including working notes and internal documents, prepared by and for Consultant, its officers, employees and agents and subcontractors in the course of implementing this Agreement, shall become the property of City upon payment to Consultant 131
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for such work, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or to any other party.

Consultant shall, at Consultant’s expense, provide such reports, plans, studies, documents and other writings to City upon written request. All documents prepared by Consultant are confidential and shall be maintained to preserve their confidential nature. Release of any such documents to third parties shall only be made upon written consent of City.

7. Consultant’s Books and Records.
a. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant for services provided pursuant to this Agreement.
b. Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from records shall be available at Consultant’s address indicated for the date of termination or completion of this Agreement. c. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor or a designated representative of these officers. Copies of such documents shall be provided to City for inspection at City offices when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the receipt of notices in this Agreement.
d. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Consultant’s business, City may, by written request by any of the above-named officers, require that custody of the records be given to City and that the records and documents be maintained at City offices. Access to such records and documents 132
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shall be granted to any party authorized by Consultant, Consultant’s representatives, or Consultant’s successor-in-interest.

8. Independent Contractor. It is understood that Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and shall not act as an agent or employee of City.

Consultant shall obtain no rights to retirement benefits or other benefits which accrue to City’s employees, and Consultant hereby expressly waives any claim it may have to any such rights. All employees, agents, contractors or subcontractors hired or retained by Consultant are employees, agents, contractors or subcontractors of Consultant and not of the City.

City is not required to make any deductions or withholdings form the compensation payable to Consultant under the provisions of this Contract, and is not required to issue W-2 Forms for income and employment tax purposes for any of Consultant’s assigned personnel. Any third-party persons employed by Consultant shall be entirely and exclusively under the direction, supervision, and control of Consultant. Consultant hereby indemnifies and holds City harmless from any and all claims that may be made against City based upon any contention by any third party that an employer-employee relationship exists by reason of this Contract.

9. Interest of Consultant. Consultant, (and principals, associates and professional employees of consultant) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Consultant’s services hereunder. Consultant further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement.

Consultant is not a designated employee within the meaning of the Political Reform Act because Consultant:
a. Will conduct research and arrive at conclusions with respect to his/her rendition of information, advice, recommendation or counsel independent of the control and direction of City or of any City official, other than normal agreement monitoring; and,
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b. Possesses no authority with respect to any city decision beyond rendition of information, advice, recommendation or counsel. [FPPC Reg. 18700(a)(2)].

10. Professional Ability of Consultant. City has relied upon the professional training and ability of Consultant to perform the services hereunder as a material inducement to enter into this Agreement. Consultant shall therefore provide properly skilled professional and technical personnel to perform all services under this Agreement. All work performed by Consultant under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in Consultant’s field of expertise.

11. Compliance with Laws. Consultant shall comply with all applicable federal, state, regional and local laws, codes, ordinances and regulations in carrying out his/her duties under this Agreement. Consultant shall observe and comply with all applicable laws, ordinances, regulations and codes of federal, state and local governments, and shall commit no trespass on any public or private property in performing any of the work authorized by this Agreement. The City, its officials, officers, elected officials, appointed officials and employees shall not be liable at law or in equity as a result of any failure of Consultant to comply with this section.

In the event it is determined that the Consultant is required to pay prevailing wages for the work performed under this Agreement, the Consultant shall pay all penalties and wages as required by law.

12. Licenses. Consultant represents and warrants to City that it has all licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of Consultant to practice its profession. Consultant shall maintain a City of South Lake Tahoe business license at all times services are performed under this Agreement. Consultant acknowledges that payments made pursuant to this Agreement may be withheld until this provision has been satisfied.

13. Indemnity. Consultant hereby agrees to and shall indemnify and hold harmless City, its elected and appointed boards, officers, agents, employees and volunteers from and against any liability for any and all claims, demands, actions, losses, damages and injuries, direct or indirect (including any and all 134
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costs and expenses in connection therein), arising out of this Agreement or caused in any way by Consultant’s negligent performance of this Agreement or its breach of its obligations contained in this Agreement, except for any such claims arising out of the negligence or willful misconduct of the City.

Consultant agrees to defend City from and against any and all losses, damages, claims costs and fees arising out Consultant’s negligent acts, errors, omissions, regarding this Agreement, the Consultant’s work under this Agreement, or the consultant’s Scope of Work.

City does not, and shall not, waive any rights against Consultant which it may have by reason of the aforesaid hold harmless agreement, because of the acceptance by City, or the deposit with City by Consultant, of any of the insurance policies hereinafter set forth.

This hold harmless agreement by Consultant shall apply to all damages and claims for damages, or alleged to have been suffered, by reason of any of the aforesaid operation of Consultant or any subcontractor, regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages.

Consultant further waives any and all rights to any type of express or implied indemnity or right of contribution from the City for any liability, claims, demands, costs, charges and expenses and causes of action of whatsoever arising out of or in any way connected with this Agreement, and consultant’s work under this Agreement.

14. Insurance Requirements.
a. Consultant, at Consultant’s own cost and expense, shall procure and maintain, for the duration of the contract, the following insurance policies.
i. Workers’ Compensation Coverage. Consultant shall maintain Workers’ Compensation Insurance and Employer’s Liability Insurance for his/her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers’
Compensation Insurance and Employer’s Liability Insurance in accordance with the laws of the State of California for all of the subcontractor’s employees. Any notice of cancellation of all Workers’ Compensation policies must be received by City 135
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at least thirty (30) days prior to such change. Consultant shall provide thirty (30) days written notice of nonrenewal of any Workers’ Compensation policies. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work
performed by Consultant for City.
ii. Commercial General Liability Coverage. Consultant shall maintain commercial general liability insurance no less broad than ISO form CG 00 01 in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. Coverage must be made on
the standard Occurrence form. Claims-Made forms are not acceptable without prior written consent of City. City of South Lake Tahoe must be endorsed as an additional insured for liability arising out of ongoing operation by on behalf of Consultant. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general
aggregate limit shall be at least twice the required
occurrence limit.
iii. Automobile Liability Coverage. Consultant shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and nonowned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence. iv. Professional Liability Coverage. Consultant shall maintain professional errors and omissions liability insurance for protection against claims alleging negligent acts, errors or omissions which may arise from Consultant or by its employees, or subcontractors. The amount of this insurance shall not be less than one million dollars ($1,000,000) on a claims-made annual aggregate basis, or a combined single-limit per occurrence basis.
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b. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a AM Best’s rating of no less than A: VII and shall be endorsed with the following specific language:
i. City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional
insured’s under Consultant’s General Liability and Automobile Liability policies with respect to liability arising out of this Agreement and/or work performed by or on behalf of the
Consultant, including materials, parts or equipment furnished in connection with such work or operations.
ii. This policy shall be considered primary insurance as respects City, its elected or appointed officers, officials, employees, agents and volunteers. Any insurance maintained by City, including any self-insured retention City may have, shall be considered excess insurance only and shall not contribute with it.
iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each,
except with respect to the limits of liability of the insuring Consultant.
iv. The insurer waives all rights of subrogation against City except for Consultant’s Professional Liability and Employers’ Liability policies, its elected or appointed officers, officials, employees or agents.
v. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. No policies of insurance carried by Consultant shall be suspended, voided, canceled, or changed in coverage or in limits except after thirty (30) days written notice to the City Attorney by Certified Mail.
c. Deductibles and Self-Insured Retentions. The Consultant shall be responsible for all deductibles in all of Consultant’s insurance policies. 137
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The amount of deductibles for insurance coverage required herein shall be reasonable and approved by the City Attorney.
d. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Consultant shall not commence work under this contract until all insurance required under this section has been approved by City as to form, amount and carrier, nor shall Consultant allow any subcontractor to commence work on any subcontract until all similar insurance required and reasonably consistent limits of the subcontractor has been so obtained and approved. Certificates of insurance shall contain no exclusions unless negotiated with the City Attorney and approved, in writing, by the City Attorney.

15. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first-class mail. Any such notice shall be addressed to the other party at the address set forth below.

Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section.

If to City: City of South Lake Tahoe
1901 Lisa Maloff Way
South Lake Tahoe, CA 96150
Provide a copy to: City Attorney’s Office
City of South Lake Tahoe
1901 Lisa Maloff Way, Suite 300
South Lake Tahoe, CA 96150
If to Consultant: Lumos & Associates
Tim Russell, Director of Engineering
308 N. Curry Street, Suite 200
Carson City, NV 89703
Provide a copy to:

16. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional 138
C‐126‐2023
reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express consent of City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of City. If City consents to such subcontract, Consultant shall be fully responsible to City for all acts or omissions of the subcontractor. Nothing in the Agreement shall create any contractual relationship between City and subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law.

17. Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement.

18. Dispute Resolution. Any dispute concerning this Agreement will be first submitted to the City Manager or his designee for resolution. If no resolution is reached, such dispute shall be submitted to the City Council. The decision of the City Council shall be final and shall be appealable only to the El Dorado Superior Court pursuant to California Code of Civil Procedure §1094.5, and as provided by law.

19. Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in the Superior Courts in the County of El Dorado, South Lake Tahoe Division.

20. Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any Consultant or person, other than the independent contractors hired in accordance with Consultant’s standard business practice, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any Consultant or person, other than a bona fide employee working solely for Consultant or an independent contractor hired as discussed above, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

21. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, 139
C‐126‐2023
national origin, disability, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action Plan, or other related programs or guidelines currently in effect or hereinafter enacted.

22. Drug-Free Workplace Certification. By signing this Agreement, Consultant hereby certifies under penalty of perjury under the laws of the State of California that the Consultant will comply with the requirements of the DrugFree Workplace Act of 1990 (Government Code Section 8350, et seq.) and will provide a drug-free work place by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355 (a). b. Establish a Drug-Free Awareness Program as required by Government Code Section 8355(b) to inform employees about all of the following:
i. The dangers of drug abuse in the workplace;
ii. The person’s or organization’s policy of maintaining a drug-free workplace;
iii. Any available counseling, rehabilitation and employee assistance program; and
iv. Penalties that may be imposed upon employees for drug abuse violations.
c. Provide, as required by Government Code Section 8355(c), that every employee who performs grant activities under this Agreement:
i. Will receive a copy of the Consultant’s drug-free policy statement; and
ii. Will agree to abide by the terms of the Consultant’s statement as a condition of employment on this Agreement.

Failure to comply with these requirements may result in suspension of payments under this Agreement or termination of the Agreement, or both, and Consultant may be ineligible for award of any future City agreements if City determines that any of the following has occurred: the Consultant (1) has made false certification, or (2) violates the certification by failing to carry out the requirements as noted above.
140
C‐126‐2023

23. Anti-Lobbying Certification. Consultant shall submit to City the Anti-Lobbying Certification contained in Exhibit C. Further, Consultant shall require that the language of the certification in Exhibit C be included in all contracts or subcontracts entered into in connection with this Agreement and that all Consultants and contractors shall certify and disclose accordingly.

24. Debarment, Suspension, Ineligibility and Voluntary Exclusion. By signing this Agreement, Consultant assures that neither it nor its principals, is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency.

25. Americans with Disabilities Act. By signing this Agreement, Consultant assures the City that it complies with the American with Disabilities Act (ADA) of 1990, (42 U.S.C. 12101, et. seq.), which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to ADA.

26. Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney.

27. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.

28. Entire Agreement. This Agreement constitutes the complete and exclusive statement of Agreement between City and Consultant. All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in total by this Agreement.

29. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

30. Time is of the Essence. Time is of the essence for this Agreement.

31. Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement.

Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party.
141
C‐126‐2023
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.

CITY OF SOUTH LAKE TAHOE: CONSULTANT:

By Joseph Irvin (Jul 31, 2023 17:49 PDT) By
Joseph Irvin, City Manager Tim Russell, Director of Engineering Date Jul 31, 2023 Date Jul 20, 2023
Business License # 314513
APPROVED AS TO FORM:

Daniel Bardzell FOR: Jul 31, 2023
By Daniel Bardzell FOR: (Jul 31, 2023 16:38 PDT)
Heather Stroud, City Attorney
Date
ATTEST:

BySue Blankenship (Aug 1, 2023 08:36 PDT)
Susan Blankenship, City Clerk
Attachments:

Date Aug 1, 2023
Exhibit A – Scope of Services, Compensation, Schedule
Exhibit C - Anti-Lobbying Certification
Certificate of Insurance
Timothy Russell (Jul 20, 2023 15:48 PDT)
142
C‐126‐2023

EXHIBIT A
SCOPE OF SERVICES LETTER, COMPENSATION-Fee Schedule, and PROJECT DESIGN

SCHEDULE
143
July 14th, 2023
Mr. Stan Hill, P.E.

City of South Lake Tahoe
1740 D Street
South Lake Tahoe, California 96150
El Dorado Hills
3840 El Dorado Hills Boulevard, Suite 301
El Dorado Hills, California 95762
916.980.8228
Via email: [email protected]
Subject: Pioneer Trail – Edna Avenue Safety Improvement Project – Revised Proposal for Engineering Services Dear Stan:

Lumos & Associates, Inc. is pleased to provide you with this revised proposal for surveying, engineering and related services for the proposed Safety Improvement Project located at Pioneer Trail and Edna Avenue in South Lake Tahoe. Per our recent email discussion, we have eliminated the tasks for the Initial Site Assessment and Air Deposited Lead Memorandum, as the City will be contracting directly with Blackburn Consulting for these services.

Project Understanding
We understand that our scope of work will include:
1) Topographic and boundary survey of the full width of approximately 900 LF of Pioneer Trail public right-of-way between southwesterly Bodie Drive and southwesterly April Drive. The topographic survey shall accurately place existing improvements within the ROW and locate adjacent property boundaries. A coverage map & calculations per TRPA requirements will also be compiled.
2) Engineering design services for extending the Glenwood Drive left turn pocket and tapered medians which will require street pavement widening as necessary to accommodate two traffic lanes, two standard Class 2 bicycle lanes, one left-turn lane, tapered medians designed in accordance with the City Public Improvement and Engineering Standards (PIES), Standard Specifications for Public Works Construction (Greenbook), 2022 Caltrans Standard Plans, Caltrans 2022 Standard Specifications, and the current edition of the CA MUTCD. 3) Engineering design services for relocating curb and gutter and the existing storm drain system located on the easterly side of Pioneer Trail as may be necessary to perform pavement widening. Proposed coverage calculations will be prepared for the proposed improvements. New BMPs will be designed to accommodate the runoff that collects on the east side of Pioneer Trail. It is currently assumed that the other points of stormwater discharge on the north and south sides of Glenwood Way will not require stormwater BMPs. If stormwater BMPs are required at these locations, we can work with the City to provide design services under a separate addendum.
4) Pavement striping plan for proposed traffic lane configuration design. 5) Two solar powered Radar Driver Feedback Signs.
6) The street light design services requested in the RFP will not be required per our recent discussions. The City is currently working with Liberty to install one streetlight at Edna Avenue, and there is an existing street light at Glenwood Way.

Project Scope
Task 1 – Topographic and Boundary Survey
Lumos will prepare a Topographic Survey Map at 1" = 20' scale with 1 foot contour interval accuracy in accordance to National Map Accuracy Standards for the subject parcel. All existing surface improvements, any trees greater than 6” defined by species, striping/pavement markings, visible evidence of utilities within the project area will be shown. The limits of the survey will be the full rightof-way width along Pioneer Trail from Bode Drive to April Drive and along Glenwood Way, 100 feet west of Pioneer Trail. A coverage map & calculations per TRPA requirements will also be compiled.

Record boundary information from adjacent surveys will be shown for the right-of-way utilizing existing found property corners. No new boundary monuments will be set as part of this scope of service. If a material discrepancy in the record boundary is found, the client will be advised with a proposal to conduct a new boundary survey and file a Record of Survey. The project datum will be referenced to modified state plane coordinates (NAD 83, California Zone 2) and the vertical datum will be NAVD88. Deliverables will include a signed PDF and CAD files, including a Civil 3D surface with appropriate breaklines and orthophoto. All work will be performed under the direction of a California licensed Professional Land Surveyor, license number L-8005.

Task 2 – Civil Improvement Plan
Lumos will prepare a Civil Improvement Plan for review by the City of South Lake Tahoe for the permitting of the improvements identified in the Project Understanding. The drawings will be prepared on 24x36” format sheets at standard engineering scale. The drawings will include a title sheet, detail sheets, site plan, grading plan, BMP Plan, utility plan, signage and striping plan, and erosion control plan. The plans will be submitted to the City of South Lake Tahoe and TRPA. This task assumes a 60%, 90%, and 100% submittal will be provided.

Task 3 – Engineer’s Opinion of Probable Construction Cost (OPCC) Lumos will prepare an Engineer’s Opinion of Probable Construction Cost (OPCC) based upon the improvements shown on the Civil Improvement Plan. Lumos will provide quantities of the improvements, as well our most reasonable estimate of the current cost of the proposed improvements. The City will be providing the specifications and will be bidding out the project, and the OPCC should be updated by the City upon receipt of solicited bids.

L:\Marketing\Proposals\2023 Proposals\LA23.477 - Pioneer Trail & Edna Ave Safety Imp Project\02_Proposal Content\Revised Submittal-07-14-23\Lumos & Associates - Pioneer Trail & Edna Avenue RFP Response_Letter Proposal.docx Carson City • El Dorado Hills • Fallon • Lake Tahoe • Reno www.LumosInc.com 144
Sincerely,
Tim Russell, P.E.

Director of Engineering
Date: July 14th, 2023

Thank you again for allowing Lumos & Associates to provide you with this proposal. Please do not hesitate to call me if you have questions.

Attachment A: Preliminary Schedule
Attachment B: Proposed Fees
Attachment C: Project Manager’s Resume
Cami L. Jackson, P.E.

Project Manager
145

FEE SCHEDULE
Pioneer Trail - Edna Avenue Safety Improvement Project
City of South Lake Tahoe
Proposed Fees
Prepared By: Lumos
July 14th, 2023
Schedule of Fees
Task 1 Topographic and Boundary Survey Lump Sum $15,500 Task 2 Civil Improvement Plan Lump Sum $25,000
Task 3 Opinion of Probable Construction Cost Lump Sum $4,500 Task 4 Reimbursables Time & Materials -
$45,000
Assumptions:
1) The City of South Lake Tahoe (SLT) with prepare the Technical Specifications. 2) SLT will be responsible for bidding the project.
3) SLT will provide one cycle of review comments on the 60% CDs which will be incorporated into the 90% CDs. 4) SLT will provide one cycle of review comments on the 90% CDs which will be incorporated into the 100% CDs. 5) No new stormwater BMPs are currently proposed on the west side of Pioneer Trail. If BMP designs are required for these areas, Lumos can provide these services under a future addendum. 146
Lumos & Associates
Pioneer Trail and Edna Avenue Safety Improvements Project Revised Preliminary Schedule
Prepared By: Lumos
Date: 07/14/23
ID Task Name Duration Start Finish Predecessors Resource Names Jul 16, '23 Jul 23, '23 1 Request for Proposal Due Date
2 Notice to Proceed
3 City Agreement
4 Phase 1 ISA (By Others)
5 ADL Assessment (By Others)
6 Topographic Survey
7 Civil Engineering Design
8 Prepare Opinion of Probable Construction Cost
9 QA/QC Review
10 Improvement Plan Submittal to City of South Lake Tahoe (60% Bid Set) 11 Receive Comments from City
12 Prepare 90% Improvement Plan
13 Improvement Plan Submittal to City of South Lake Tahoe (90% Bid Set) 14 Receive Comments from City
15 Issue 100% IFC Set
1 day
1 day
3 days
20 days
20 days
10 days
12 days
3 days
5 days
1 day
1 day
5 days
1 day
1 day
1 day
Fri 6/9/23
Fri 7/14/23
Mon 7/17/23
Mon 7/24/23
Mon 7/24/23
Tue 7/18/23
Tue 8/1/23
Fri 8/11/23
Thu 8/17/23
Wed 8/16/23
Wed 8/23/23
Wed 8/23/23
Wed 8/30/23
Tue 9/5/23
Fri 9/8/23
Fri 6/9/23
Fri 7/14/23
Wed 7/19/23
Fri 8/18/23
Fri 8/18/23
Mon 7/31/23
Wed 8/16/23
Tue 8/15/23
Wed 8/23/23
Wed 8/16/23
Wed 8/23/23
Tue 8/29/23
Wed 8/30/23
Tue 9/5/23
Fri 9/8/23

W T F S S M T W T F S S M T
Project: Pioneer Trail and Edna
Date: Fri 7/14/23
Task
Split
Milestone
Summary
Project Summary
Inactive Task
Inactive Milestone
Inactive Summary
Manual Task
Duration-only
Manual Summary Rollup
Manual Summary

Start-only
Finish-only
External Tasks
External Milestone
Deadline
Progress
Manual Progress
147
Lumos & Associates
Pioneer Trail and Edna Avenue Safety Improvements Project Revised Preliminary Schedule
Jul 30, '23 Aug 6, '23 Aug 13, '23 Aug 20, '23 Aug 27, '23 Sep 3, '23 Prepared By: Lumos
Date: 07/14/23

W T F S S M T W T F S S M T W T F S S M T W T F S S M T W T F S S M T W T F S S M T W T F S Project: Pioneer Trail and Edna
Date: Fri 7/14/23
Task
Split
Milestone
Summary
Project Summary
Inactive Task
Inactive Milestone
Inactive Summary
Manual Task
Duration-only
Manual Summary Rollup
Manual Summary

Start-only
Finish-only
External Tasks
External Milestone
Deadline
Progress
Manual Progress
148

EXHIBIT C

ANTI-LOBBYING CERTIFICATION
Consultant shall submit to City this certification prior to or at the time of the execution of this Agreement.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty not less than $10,000 and no more than $100,000 for such failure.

The undersigned certifies, to the best of his or her knowledge or belief, that:

1. No federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; and

2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, cooperative agreement, it will complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instruction.

Consultant:

Tim Russell, Director of Engineering
By:

C-126-2023
Timothy Russell (Jul 20, 2023 15:48 PDT)
149

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
5/26/2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER
L/P Insurance Services LLC
300 East 2nd Street
Suite 1300
Reno NV 89501
CONTACT Jessica Carroll NAME:

PHONE (775)996-6000 (A/C, No, Ext):

FAX (775)473-9288 (A/C, No):

E-MAIL [email protected] ADDRESS:

INSURER(S) AFFORDING COVERAGE NAIC #
INSURER A : Phoenix Insurance Co 25623

INSURED
Lumos & Associates, Inc. dba: Lumos & Associates
Tobey-Wade Consulting
950 Sandhill Rd, Suite #100
Reno NV 89521
INSURER B : Travelers Property Casualty Co of Ameri 25674 INSURER C :Travelers Casualty & Surety Co of Ameri 31194 INSURER D : Arch Specialty Ins Co/Coalition 21199
INSURER E :

INSURER F :

COVERAGES CERTIFICATE NUMBER:CL2333079632 REVISION NUMBER:

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

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

INSR

LTR TYPE OF INSURANCE ADDL

INSD SUBRWVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A
X COMMERCIAL GENERAL LIABILITY A.M. Best Rating: A++ XV P6303F300743PHX22 12/30/2022 12/30/2023
EACH OCCURRENCE $ 1,000,000
CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 X Drone/Watercraft Liability
Included
MED EXP (Any one person) $ 10,000
PERSONAL & ADV INJURY $ 1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000

X POLICY PRO- JECT LOC
OTHER:

PRODUCTS - COMP/OP AGG $ 2,000,000
$
A
AUTOMOBILE LIABILITY A.M. Best Rating: A++ XV
8101L5008512243G 12/30/2022 12/30/2023
COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000
X ANY AUTO BODILY INJURY (Per person) $

ALL OWNED
AUTOS

HIRED AUTOS

SCHEDULED
AUTOS

NON-OWNED
AUTOS
BODILY INJURY (Per accident) $
X X PROPERTY DAMAGE (Per accident) $
$
B

X UMBRELLA LIAB

EXCESS LIAB

X OCCUR

CLAIMS-MADE
A.M. Best Rating: A++ XV
CUP3K0890112243 12/30/2022 12/30/2023
EACH OCCURRENCE $ 5,000,000
AGGREGATE $ 5,000,000
DED X RETENTION $ 0 $
B

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N
(Mandatory in NH)
If yes, describe under DESCRIPTION OF OPERATIONS below
N / A
A.M. Best Rating: A++ XV
UB3P3503902243G 12/30/2022 12/30/2023
X PER

STATUTE

OTH- ER
E.L. EACH ACCIDENT $ 1,000,000
E.L. DISEASE - EA EMPLOYEE $ 1,000,000
E.L. DISEASE - POLICY LIMIT $ 1,000,000
C Professional/Pollution
Architects/Engineers
A.M. Best Rating: A++ XV
105251700
3/31/2023 3/31/2024 Limit Per Claim $2,000,000
Aggregate $4,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Project: All Jobs / Additional Interest Name(s): City of South Lake Tahoe, its elected or appointed officers, officials, employees, agents and volunteers.

See Attached Additional Comments/Remarks page for information regarding additional coverage terms and Additional Insured status.

CERTIFICATE HOLDER CANCELLATION
ACORD 25 (2014/01)
INS025 (201401)
© 1988-2014 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD

AUTHORIZED REPRESENTATIVE
City of South Lake Tahoe
1901 Lisa Maloff Way
South Lake Tahoe, CA 96150
150

COMMENTS/REMARKS
Insurer D: Cyber Liability / Policy #C4NHM084997CYBER2023 / Effective 03/31/2023 - 03/31/2024 - Limit of Liability $2,000,000 Each Claim.

Continued from Description of Operations Section:

NAMED INSURED: LUMOS & ASSOCIATES, INC.

When Named Insureds operations are performed for Certificate Holder and/or entities listed in Description of Operations on the Acord 25 form pursuant to a valid written contract or agreement executed by the Named Insured prior to loss, in accordance with the noted policy(ies): Additional Insured Status is determined by attached GL Form #CGD414(04/08) and #CGD379(02/19), Auto Form #CAT353(02/15) and #CAT474(02/16); Waiver of Subrogation Status is determined by GL Form #CGD379(02/19), Auto Form #CAT353(02/15), Workers Compensation Form #WC000313 & WC990376 (CA); Primary and Non-Contributory Status is determined by GL Form #CGD414(04/08) and Auto Form #CAT474(02/16). Umbrella/Excess Liability Follows Form.

OFREMARK COPYRIGHT 2000, AMS SERVICES INC.
151
DPL-2019 Rev. 04-18
© 2018 The Travelers Indemnity Company. All rights reserved.

POLLUTION LIABILITY ENDORSEMENT – WITH PRIMARY OTHER INSURANCE AND VICARIOUS

LIABILITY COVERAGE
This endorsement changes the following:

Design Professionals Liability Coverage
It is agreed that:

1. The following replaces section IV. DEFINITIONS, J. Insured:

Insured means any Insured Person, Named Insured, Predecessor Firm, or Described Client.

2. The following replaces section IV. DEFINITIONS, Y. Wrongful Act:

Wrongful Act means any:

1. actual or alleged act, error, omission, or Personal Injury Offense in the rendering of or failure to render Professional Services;

2. Network and Information Security Offense; or

3. Pollution Incident,
by any Insured, or by any person or entity, including any joint venture, for whom the Insured is legally liable.

3. The following are added to section IV. DEFINITIONS:

Bodily injury means harm to the physical health of other persons, including sickness or disease, mental anguish, injury, illness, emotional distress, loss of services, or death.

Described Client means any client of a Named Insured, but only for any Claim that is caused by a Wrongful Act that is a Pollution Incident resulting solely from the operations of the Named Insured or any person or entity for whom the Named Insured is legally liable; provided that there is a written agreement, in effect at the time of the Pollution Incident, requiring that such Described Client be named as an Insured in the Named Insured’s insurance policy for Claims based upon or arising out of pollution.

Hostile Fire means a fire that becomes uncontrollable or breaks out from where it was intended to be.

Mobile Equipment means any of the following types of land vehicles, including attached machinery or equipment:

1. Bulldozers, farm machinery, forklifts, and other vehicles designed for use principally off public roads.

2. Vehicles maintained for use solely on or next to premises the Insured owns or rents.

3. Vehicles that travel on crawler treads.

4. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted:
a. Power cranes, shovels, loaders, diggers, or drills; or b. Road construction or resurfacing equipment such as graders, scrapers, or rollers.

5. Vehicles not described in 1., 2., 3., or 4. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types:
a. Air compressors, pumps, and generators, including spraying, welding, building cleaning, geo-physical exploration, lighting, and well-servicing equipment; or b. Cherry pickers and similar devices used to raise or lower workers.

6. Vehicles not described in 1., 2., 3., 4., or 5. above maintained primarily for purposes other than transportation of persons or cargo.

Pollution means any actual, alleged, or threatened discharge, dispersal, escape, migration, release, or seepage of any Pollutant.

Issuing Company: Travelers Casualty and Surety Company of America Policy Number: 105251700
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Policy No. 105251700
152
DPL-2019 Rev. 04-18
© 2018 The Travelers Indemnity Company. All rights reserved.

Pollution Incident means any actual, alleged, or threatened discharge, dispersal, escape, migration, release, or seepage of Pollutants into or upon the land or structures thereupon, the atmosphere or any watercourse or body of water, which results in Bodily Injury or Property Damage.

Pollutant means any solid, liquid, gaseous, or thermal irritant or contaminant, including:

1. smoke, vapors, soot, fumes;

2. acids, alkalis, chemicals; and

3. waste, including materials to be recycled, reconditioned, or reclaimed.

Pollutant does not include smoke, vapors, soot, or fumes from a Hostile Fire.

Property Damage means:

1. physical injury to tangible property, including all resulting loss of use of such property; or

2. loss of use of tangible property that is not physically injured.

4. The following is added to section V. EXCLUSIONS:

Pollution, or Ownership or Use of Automobiles, Aircraft, or Watercraft at Certain Locations This policy does not apply to any Claim based upon or arising out any of the following on projects where the Insured is responsible for construction, erection, fabrication, or remediation:

1. Pollution at, on, in, or from any property or facilities that were at any time owned or rented by the Insured or by any entity in joint venture with the Insured.

2. Ownership, maintenance, use, operation, loading, or unloading of any automobile, aircraft, watercraft, or rolling stock, provided that this exclusion will not apply to the ownership, maintenance, use, operation, loading, or unloading of any Mobile Equipment.

5. The following replaces section VI. CONDITIONS, B. OTHER INSURANCE:

This policy will apply only as excess insurance over, and will not contribute with, any other valid and collectible insurance available to the Insured, including any insurance under which there is a duty to defend, unless such insurance is:

1. written specifically excess of this policy by reference in such other insurance to this policy; or

2. issued to a Described Client.

This policy will not be subject to the terms of any other insurance.

When such other insurance available to the Insured has been issued for a specific project or projects, this policy will not respond until the limit of liability of such other insurance, whether such other insurance is stated to be primary, contributory, excess, contingent, self-insured or otherwise, has been exhausted.

When such other insurance available to the Insured is issued to a Described Client, this policy will apply as primary insurance for any Claim covered by both this policy and such other insurance. For such Claims, the insurance issued to the Described Client will apply as excess over, and will not contribute with, the insurance available under the policy.

Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, exclusions, or limitations of the above-mentioned policy, except as expressly stated herein. This endorsement is part of such policy and incorporated therein.
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Important Note: This is a claims-made policy. To be covered, a claim must be first made against an Insured during the policy period or any applicable extended reporting period.

The limit of liability available to pay settlements or judgments will be reduced by defense expenses. The deductible applies to defense expenses.

Please read the policy carefully.

PROFESSIONAL LIABILITY TERMS AND CONDITIONS
These Professional Liability Terms and Conditions apply to the Professional Liability Coverage. If any provision in these Professional Liability Terms and Conditions is inconsistent with or in conflict with any provision of the Professional Liability Coverage, the provisions of the Professional Liability Coverage will control.

I. DEDUCTIBLE
The first Named Insured will bear uninsured the amount of any applicable Deductible.

The Company's obligation to pay Damages and Defense Expenses applies only to the amount of Damages and Defense Expenses that are in excess of the applicable Deductible for each Claim amount set forth in ITEM 5 of the Declarations. The Company may, at its discretion, pay all or part of any Deductible amount on behalf of the first Named Insured, and in such event, the first Named Insured agrees to repay the Company any amounts so paid.

If ITEM 5 of the Declarations indicates that a Deductible applies for all Claims, the Insured's obligation to pay Damages and Defense Expenses, for all Claims made during each Policy Year will not exceed the Deductible amount for all Claims set forth in ITEM 5 of the Declarations. If there is no Deductible amount shown for all Claims, the first Named Insured will be responsible for the each Claim amount for each and every Claim, without further limitation regardless of how often it applies.

II. LIMITS
A. Professional Liability Coverage Limits

1. Professional Services and Network and Information Security Offenses Coverage Limits Regardless of the number of persons or entities bringing Claims or the number of persons or entities who are Insureds:
a. the Company’s maximum limit of liability for Damages and Defense Expenses, for each Claim made during the Policy Year that results from a Network and Information Security Offense or the rendering of, or failure to render, Professional Services, will not exceed the Professional Services and Network and Information Security Offenses Coverage Limits for each Claim set forth in ITEM 5 of the Declarations; b. the Company’s maximum limit of liability for all Damages and Defense Expenses, for all Claims made during the Policy Year that result from a Network and Information Security Offense or the rendering of, or failure to render, Professional Services, will not exceed the Professional Services and Network and Information Security Offenses Coverage Limit for all Claims set forth in ITEM 5 of the Declarations; and c. the Company’s maximum limit of liability for all Damages and Defense Expenses, for all Claims made during the Automatic Extended Reporting Period or the Optional Reporting Period, if applicable, that result from a Network and Information Security Offense or the rendering of, or failure to render, Professional Services, will not exceed the remaining Professional Services and Network and Information Security Offenses Coverage Limits for the last Policy Year in effect at the time this policy is cancelled or not renewed.
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B. Additional Benefits Limits

1. Crisis Event Expenses Limits
Regardless of the number of Crisis Events qualifying for Crisis Event Expenses, or the number of persons or entities who are Insureds:
a. the Company’s maximum limit for Crisis Event Expenses for each Crisis Event first occurring during the Policy Year will not exceed the Crisis Event Expenses Limits for each Crisis Event set forth in ITEM 6 of the Declarations; and b. the Company’s maximum limit for Crisis Event Expenses for all Crisis Events first occurring during the Policy Year will not exceed the remaining Crisis Event Expenses Limit for all Crisis Events set forth in ITEM 6 of the Declarations.

2. Disciplinary or Regulatory Proceeding Expenses Limits Regardless of the number of Disciplinary or Regulatory Proceedings qualifying for Disciplinary or Regulatory Proceeding Expenses, or the number of persons or entities who are Insureds:
a. the Company’s maximum limit for Disciplinary or Regulatory Proceeding Expenses for each Disciplinary or Regulatory Proceeding first initiated during the Policy Year will not exceed the Disciplinary or Regulatory Proceeding Expenses Limits for each Disciplinary or Regulatory Proceeding set forth in ITEM 6 of the Declarations; and b. the Company’s maximum limit for Disciplinary or Regulatory Proceeding Expenses for all Disciplinary or Regulatory Proceedings first initiated during the Policy Year will not exceed the remaining Disciplinary or Regulatory Proceeding Expenses Limit for all Disciplinary or Regulatory Proceedings set forth in ITEM 6 of the Declarations.

Payment of Crisis Event Expenses and Disciplinary or Regulatory Proceeding Expenses are not subject to a Deductible and do not reduce the applicable Professional Liability Coverage Limits.

C. Other Provisions
Payment of Damages and Defense Expenses will reduce and may exhaust the applicable Professional Liability Coverage Limits. In the event the amount of Damages or Defense Expenses, or a combination thereof, exceeds the portion of the applicable Professional Liability Coverage Limits remaining after prior payments of Damages or Defense Expenses, or a combination thereof, the Company's liability shall not exceed the remaining amount of the applicable Professional Liability Coverage Limits. In no event will the Company be obligated to make any payment for Damages or Defense Expenses with regard to a Claim made after the applicable Professional Liability Coverage Limit has been exhausted by payment or tender of Damages, or payment of Defense Expenses.

If the Professional Services and Network and Information Security Offenses Coverage Limits are exhausted by the payment of amounts covered under this policy, the premium for this policy will be deemed fully earned, all obligations of the Company will be completely fulfilled, and the Company will have no further obligations.

III. CLAIM DEFENSE
A. The Company has the right and duty to defend any Claim covered by this policy, even if the allegations are groundless, false or fraudulent, including the right to select defense counsel with respect to such Claim, provided that the Company is not obligated to defend or to continue to defend any Claim made after the applicable Professional Liability Coverage Limit is exhausted by payment of Damages and Defense Expenses.

B. The Insured will cooperate with the Company and, upon the Company's request:

1. assist in the defense and settlement of Claims;

2. assist in enforcing rights of contribution or indemnity against any person or entity which may be liable to the Insured because of a Wrongful Act; and

3. attend hearings and trials and assist in securing and giving evidence and obtaining the attendance of witnesses.
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IV. RIGHT TO APPEAL
The Company has the right, but not the duty, to appeal a judgment awarded against an Insured in a Claim the Company defends.

V. TRANSFER CONTROL OF DEFENSE
A. Before the applicable Professional Liability Coverage Limit is exhausted by the payment of amounts covered under this policy, the Insured may take control of the Claim defense of any outstanding Claim previously reported to the Company, provided that the Company consents to, or a court orders, such transfer of control.

B. If the applicable Professional Liability Coverage Limit is exhausted by the payment of amounts covered under this policy, the Company will notify the Insured as soon as practicable of all outstanding Claims the Company is defending that are subject to such limit.

C. The Company agrees to take all steps necessary during a transfer of control of defense to the Insured of any outstanding Claim to continue that defense during such transfer. When the Company takes such steps, the Insured agrees that the Company does not waive or relinquish any of the Company's rights under this policy. The Insured also agrees to repay the reasonable expenses incurred by the Company for such steps taken after the applicable Professional Liability Coverage Limit has been exhausted.

VI. PRE-CLAIM ASSISTANCE
At the Company's discretion, the Company will pay Pre-Claim Expenses for a Potential Claim reported in accordance with section VIII. NOTICE OF POTENTIAL CLAIMS. Pre-Claim Expenses must be incurred prior to the date that any Claim is made based upon or arising out of such Potential Claim. Payment of Pre-Claim Expenses is not subject to a Deductible and does not reduce the applicable Professional Liability Coverage Limits. Once a Potential Claim becomes a Claim, Damages and Defenses Expenses that result from such Claim are subject to a Deductible and will reduce the applicable Professional Liability Coverage Limits.

VII. INSURED’S DUTIES IN THE EVENT OF A CLAIM
In the event a Principal Insured becomes aware that a Claim has been made against any Insured, the Insured, as a condition precedent to any rights under this policy, will give to the Company written notice of the particulars of such Claim, including all facts related to any alleged Wrongful Act, the identity of each person allegedly involved in or affected by such Wrongful Act, and the dates of the alleged events, as soon as practicable. The Insured will give the Company such information, assistance and cooperation as the Company may reasonably require.

All notices under this section must be sent or delivered to the Company set forth in ITEM 3 of the Declarations and are effective upon receipt. The Insured will not voluntarily settle any Claim, make any settlement offer, assume or admit any liability or, except at the Insured’s own cost, voluntarily make any payment, pay or incur any Defense Expenses, or assume any obligation or incur any other expense, without the Company’s prior written consent, such consent not to be unreasonably withheld. The Company will not be liable for any settlement, Defense Expenses, assumed obligation, or admission to which it has not consented.

VIII. NOTICE OF POTENTIAL CLAIMS
If a Principal Insured becomes aware of a Potential Claim and gives the Company written notice during the Policy Period of the particulars of such Potential Claim including:

A. all known facts related to the Potential Claim;
B. the identity, if known, of each person allegedly involved in or affected by such Potential Claim; C. the date such persons became aware of the Potential Claim; 156
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D. the dates of the alleged events; and
E. the reasons for anticipating a Claim,
any Claim subsequently made against any Insured arising out of such Potential Claim will be deemed to have been made on the date such notice was received by the Company.

All notices under this section must be sent or delivered to the Company set forth in ITEM 3 of the Declarations and will be effective upon receipt.

IX. RELATED CLAIMS
All Claims or Potential Claims for Related Wrongful Acts will be considered as a single Claim or Potential Claim , whichever is applicable. All Claims or Potential Claims for Related Wrongful Acts will be deemed to have been made the date:

A. the first of such Claims for Related Wrongful Acts was made; or B. the first notice of such Potential Claim for Related Wrongful Acts was received by the Company, whichever is earlier.

X. SUBROGATION
In the event of payment under this policy, the Company is subrogated to all of the lnsured’s rights of recovery against any person or organization to the extent of such payment and the Insured will execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured will do nothing to prejudice such rights.

Section X. SUBROGATION does not apply if the Insured, prior to the date a Wrongful Act is committed, has waived its right of recovery for Damages that result from such Wrongful Act.

XI. RECOVERIES
All recoveries from third parties for payments made under this policy apply, after first deducting the costs and expenses incurred in obtaining such recovery:

A. first, to the Company to reimburse the Company for any Deductible amount it has paid on behalf of any Insured;
B. second, to the Insured to reimburse the Insured for the amount it has paid which would have been paid hereunder, but for the fact that such amount is in excess of the applicable limit hereunder; C. third, to the Company to reimburse the Company for the amount paid hereunder; and D. fourth, to the Insured in satisfaction of any applicable Deductible paid by the Insured, provided that such recoveries do not include any recovery from insurance, suretyship, reinsurance, security or indemnity taken for the Company’s benefit.

XII. ACQUISITIONS
If, during the Policy Period, the Named Insured acquires or forms an entity that performs Professional Services, coverage will be provided for such acquired or formed entity and its respective Insured Persons for Wrongful Acts committed after the Named Insured acquires or forms such entity. Coverage for such entity will end 90 days after the acquisition or formation of such entity, or the end of the Policy Year, whichever is earlier, unless the Company has agreed to provide such coverage by endorsement. 157
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XIII. SPOUSAL AND DOMESTIC PARTNER PROFESSIONAL LIABILITY COVERAGE This policy applies to Damages and Defense Expenses for a Claim made against a person who, at the time the Claim is made, is a lawful spouse or a person qualifying as a domestic partner under the provisions of any applicable federal, state, or local law of an Insured Person, but only for a Wrongful Act actually or allegedly committed by the Insured Person, to whom the spouse is married, or who is joined with the domestic partner.

The Company has no obligation to make any payment for Damages or Defense Expenses in connection with any Claim made against a spouse or domestic partner of an Insured Person for any actual or alleged Wrongful Act committed by such spouse or domestic partner.

XIV. AUTOMATIC EXTENDED REPORTING PERIOD
If this policy is cancelled or not renewed, the Automatic Extended Reporting Period applies without additional premium effective the date such policy is cancelled or not renewed. The Automatic Extended Reporting Period applies to Claims made and reported to the Company during the Automatic Extended Reporting Period, but only for Wrongful Acts committed wholly prior to the effective date this policy is cancelled or not renewed, and which otherwise would be covered. A Claim made during the Automatic Extended Reporting Period will be deemed to have been made on the last day of the Policy Period.

XV. OPTIONAL EXTENDED REPORTING PERIOD
A. If this policy is cancelled or not renewed, the Named Insured may give the Company written notice that it desires to purchase an Optional Extended Reporting Period Endorsement for one of the periods set forth in ITEM 8 of the Declarations. The Optional Extended Reporting Period applies to Claims made during the Optional Extended Reporting Period, but only for Wrongful Acts committed wholly prior to the effective date this policy is cancelled or not renewed and which otherwise would be covered. A Claim made during the Optional Extended Reporting Period will be deemed to have been made on:

1. the last day of the Policy Period; or

2. if such Claim had earlier been reported to the Company during the Policy Period as Potential Claim, the date notice was received by the Company of such Potential Claim, whichever is earlier.

B. The premium due for the Optional Extended Reporting Period Endorsement equals the percentage set forth in ITEM 8 of the Declarations of the annualized premium for this policy, including the fully annualized amount of any additional premiums charged by the Company during the Policy Year prior to the date such policy is cancelled or not renewed. The entire premium for the Optional Extended Reporting Period Endorsement will be deemed fully earned at the commencement of the Optional Extended Reporting Period.

The Optional Extended Reporting Period will not take effect unless the Named Insured has fulfilled all other duties, and complied with all other conditions and requirements under this policy, and:

1. written notice of such election is received by the Company within 60 days of the effective date such policy is cancelled or not renewed;

2. the additional premium for the Optional Extended Reporting Period Endorsement is paid when due; and

3. full payment of the earned premium due, and repayment of any Deductible owed, is received by the Company within 60 days of the effective date such policy is cancelled or not renewed.

When the Optional Extended Reporting Period applies, it replaces the Automatic Extended Reporting Period.
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XVI. ACTION AGAINST THE COMPANY
No action will lie against the Company unless, as a condition precedent thereto, there has been full compliance with all of the terms of this policy, or until the amount of the Insured’s obligation to pay has been finally determined either by judgment against the Insured after actual trial, or by written agreement of the Insured , the claimant, and the Company.

No person or entity has any right to join the Company as a party to any action against the Insured to determine the Insured’s liability, nor will the Company be impleaded by an Insured or such Insured’s legal representative.

Bankruptcy or insolvency of any Insured or an Insured’s estate does not relieve the Company of any of its obligations hereunder.

XVII. CHANGES
Only the first Named Insured is authorized to make changes to the terms of this policy and solely with the Company’s prior written consent. This policy's terms can be changed only by endorsement issued by the Company and made a part of such policy. Notice to any representative of the Insured or knowledge possessed by any agent or by any other person does not effect a change to any part of this policy, or estop the Company from asserting any right under the terms, exclusions, conditions and limitations of this policy, nor may the terms, exclusions, conditions and limitations hereunder be changed, except by a written endorsement to this policy issued by the Company.

XVIII. ASSIGNMENT
This policy may not be assigned or transferred, and any such attempted assignment or transfer will be void and without effect unless the Company has provided its prior written consent to such assignment or transfer.

XIX. MISREPRESENTATION
This policy may be considered void if, after the Inception Date of the Policy Period set forth in ITEM 2 of the Declarations, any Principal Insured has intentionally concealed or misrepresented any material fact or circumstance, concerning this insurance or the subject thereof, provided that section XIX.

MISREPRESENTATION does not apply if such Principal Insured mistakenly:

A. failed to disclose information to the Company; or
B. mislead the Company.

XX. LIBERALIZATION
If, during the Policy Period, the Company makes any changes in the form of this policy that are intended to apply to all Insureds that have such forms as part of their policy, and by which the insurance afforded could be extended or broadened by endorsement or substitution of form without increased premium charge, then such extended or broadened insurance inures to the benefit of the Insured as of the date the revision or change is approved for general use by the applicable department of insurance.

XXI. AUTHORIZATION
If this policy provides coverage for more than one Named Insured, the first Named Insured set forth in Item 1 of the Declarations is the sole agent and acts on behalf of all Insureds with respect to:

A. payment of premiums and deductibles;
B. receiving any return premiums;
C. receiving notices of cancellation, nonrenewal or change in coverage; 159
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D. requesting any change in coverage; or
E. making or, if applicable, consenting to settlement or compromise of any Claim, provided that nothing herein relieves any Insured from giving any notice to the Company that is required under this policy.

XXII. HEADINGS
The titles of the various paragraphs of this policy and its endorsements are inserted solely for convenience or reference and are not to be deemed in any way to limit or affect the provision to which they relate.

XXIII. CONFORMITY TO STATUTE
Any part of this policy that conflicts with any requirement of statutory or regulatory law that applies is automatically amended to conform to such law.

XXIV. LEGAL REPRESENTATIVES
In the event of the death, incapacity or bankruptcy of an Insured, any Claim made against the estate, heirs, legal representatives or assigns of such Insured are deemed to be a Claim made against such Insured. Such estate, heirs, legal representatives or assigns have all of the Insureds rights and duties under this policy.

XXV. TERRITORY
This policy applies to Claims made for Wrongful Acts committed anywhere in the world. 160
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COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS

AND SURVEYORS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITYCOVERAGE PART
GENERAL DESCRIPTION OF COVERAGE – This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that c overage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.

A. Non-Owned Watercraft– 75 Feet Long Or Less
B. Who Is An Insured – Unnamed Subsidiaries
C. Who Is An Insured – Retired Partners, Members,
Directors And Employees
D. Who Is An Insured – Employees And Volunteer
Workers – Bodily Injury To Co-Employees, CoVolunteer Workers And Retired Partners, H. Blanket Additional Insured – Governmental
Entities – Permits Or Authorizations Relating To
Premises
I. Blanket Additional Insured – Governmental
Entities – Permits Or Authorizations Relating To
Operations
J. Incidental Medical Malpractice
Members, Directors And Employees K. Medical Payments – Increased Limit E. Who Is An Insured – Newly Acquired Or Formed L. Amendment Of Excess Insurance Condition – Limited Liability Companies Professional Liability F. Blanket Additional Insured – Controlling Interest M. Blanket Waiver Of Subrogation – When Required G. Blanket Additional Insured – Mortgagees,
Assignees, Successors Or Receivers
By Written Contract Or Agreement
N. Contractual Liability – Railroads
PROVISIONS uses or is responsible for the use of a
A. NON-OWNED WATERCRAFT – 75 FEET watercraft that you do not own that is:

LONG OR LESS (1) 75 feet long or less; and

1. The following replaces Paragraph (2) of (2) Not being used to carry any person Exclusion g., Aircraft, Auto Or Watercraft, or property for a charge; in Paragraph 2. of SECTION I – B. WHO IS AN INSURED – UNNAMED COVERAGES – COVERAGE A – BODILY SUBSIDIARIES
INJURY AND PROPERTY DAMAGE The following is added to SECTION II – WHO IS LIABILITY: AN INSURED:
(2) A watercraft you do not own that is: Any of your subsidiaries, other than a partnership (a) 75 feet long or less; and or joint venture, that is not shown as a Named (b) Not being used to carry any person Insured in the Declarations is a Named Insured or property for a charge; if:

2. The following replaces Paragraph 2.e. of a. You are the sole owner of, or maintain an SECTION II – WHO IS AN INSURED: ownership interest of more than 50% i n, such e. Any person or organization that, with
your express or implied consent, either
subsidiary on the first day of the policy
period; and
Policy Number: P6303F300743PHX22
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COMMERCIAL GENERAL LIABILITY
b. Such subsidiary is not an insured under Unless you are in the business or occupation similar other insurance.

No such subsidiary is an insured for "bodily
injury" or "property damage" that occurred, or
"personal and advertising injury" caused by an
offense committed:
of providing professional health care
services, Paragraphs (1)(a), (b), (c) and (d)
above do not apply to "bodily injury" arising
out of providing or failing to provide first aid
or "Good Samaritan services" by any of your
retired partners, members, directors or
a. Before you maintained an ownership interest "employees", other than a doctor. Any such of more than 50% i n such subsidiary; or retired partners, members, directors or b. After the date, i f any, during the policy period
that you no longer maintain an ownership
interest of more than 50% in such subsidiary.
"employees" providing or failing to provide
first aid or "Good Samaritan services" during
their work hours for you will be deemed to be
acting within the scope of their employment For purposes of Paragraph 1. of Section II – Who by you or performing duties related to the Is An Insured, each such subsidiary will be conduct of your business. deemed to be designated in the Declarations as: (2) "Personal injury": a. A limited liability company; (a) To you, to your current or retired b. An organization other than a partnership, partners or members (if you are a joint venture or limited liability company; or partnership or joint venture), to your c. A trust;
as indicated in its name or the documents that
govern its structure.
current or retired members (if you are a
limited liability company), to your other
current or retired directors or
"employees" while in the course of his or
C. WHO IS AN INSURED – RETIRED PARTNERS, her employment or performing duties MEMBERS, DIRECTORS AND EMPLOYEES related to the conduct of your business, or to your other "volunteer workers"
The following is added to Paragraph 2. of while performing duties related to the SECTION II – WHO IS AN INSURED: conduct of your business; Any person who is your retired partner, member, (b) To the spouse, child, parent, brother or director or "employee" that is performing services sister of that current or retired partner, for you under your direct supervision, but only for member, director, "employee" or acts within the scope of their employment by you
or while performing duties related to the conduct
"volunteer worker" as a consequence of
Paragraph (2)(a) above;
of your business. However, no such retired (c) For which there is any obligation to partner, member, director or "employee" is an share damages with or repay someone insured for:
(1) "Bodily injury":
else who must pay damages because of
the injury described in Paragraph (2)(a)
or (b) above; or
(a) To you, to your current partners or (d) Arising out of his or her providing or members (if you are a partnership or failing to provide professional health care joint venture), to your current members services. (if you are a limited liability company) or to your current directors; (3) "Property damage" to property:
(b) To the spouse, child, parent, brother or (a) Owned, occupied or used by; or sister of that current partner, member or (b) Rented to, in the care, custody or control director as a consequence of Paragraph of, or over which (1)(a) above; physical control is (c) For which there is any obligation to
share damages with or repay someone
else who must pay damages because of
the injury described in Paragraph (1)(a)
being exercised for any purpose by;
you, any of your retired partners, members
or directors, your current or retired
"employees" or "volunteer workers", any
or (b) above; or current partner or member (if you are a (d) Arising out of his or her providing or
failing to provide professional health care
services.
partnership or joint venture), or any current
member (if you are a limited liability
company) or current director.
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COMMERCIAL GENERAL LIABILITY
D. WHO IS AN INSURED – EMPLOYEES AND organization will be deemed to be VOLUNTEER WORKERS – BODILY INJURY designated in the Declarations as:

TO CO-EMPLOYEES, CO-VOLUNTEER a. A limited liability company; WORKERS AND RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES b. An organization other than a partnership, The following is added to Paragraph 2.a.(1)
SECTION II – WHO IS AN INSURED:
joint venture or limited
of or
c. A trust;
liability company;
Paragraphs (1)(a), (b) and (c) above do not
apply to "bodily injury" to a current or retired co-
"employee" while in the course of the co-
"employee's" employment by you or performing
duties related to the conduct of your business, or
as indicated in its name or the documents
that govern its structure.

F. BLANKET ADDITIONAL INSURED –

CONTROLLING INTEREST
to "bodily injury" to your other "volunteer 1. The following is added to SECTION II – workers" or retired partners, members or WHO IS AN INSURED:
directors while performing duties related to the
conduct of your business. Any person or organization that has financial control of you is an insured with respect to E. WHO IS AN INSURED – NEWLY ACQUIRED liability for "bodily injury", "property damage" OR FORMED LIMITED LIABILITY COMPANIES or "personal and advertising injury" that The following replaces Paragraph 3. of arises out of:

SECTION II – WHO IS AN INSURED: a. Such financial control; or

3. Any organization you newly acquire or form, b. Such person's or organization's other than a partnership or joint venture, and ownership, maintenance or use of of which you are the sole owner or in which premises leased to or occupied by you. you maintain an ownership interest of more than 50%, will qualify as a Named Insured if
there is no other similar insurance available
to that organization. However:
a. Coverage under this provision is
afforded only:

The insurance provided to such person or
organization does not apply to structural
alterations, new construction or demolition
operations performed by or on behalf of such
person or organization.
(1) Until the 180th day after you acquire
or form the organization or the end

2. The following is added to Paragraph 4. of
SECTION II – WHO IS AN INSURED:
of the policy period, whichever is
earlier, if you do not report such
organization in writing to us within
This paragraph does not apply to any
premises owner, manager or lessor that has
financial control of you.
180 days after you acquire or form it; G. BLANKET ADDITIONAL INSURED – or MORTGAGEES, ASSIGNEES, SUCCESSORS (2) Until the end of the policy period,
when that date is later than 180 da ys

OR RECEIVERS
The following is added to SECTION II – WHO IS
after you acquire or form such AN INSURED:
organization, if you report such
organization in writing to us within
180 days after you acquire or form it;
Any person or organization that is a mortgagee,
assignee, successor or receiver and that you
b. Coverage A does not apply to "bodily have agreed in a written contract or agreement injury" or "property damage" that
occurred before you acquired or formed
the organization; and
to include as an additional insured on this
Coverage Part is an insured, but only with
respect to its liability as mortgagee, assignee,
successor or receiver for "bodily injury", "property
c. Coverage B does not apply to "personal damage" or "personal and advertising injury" and advertising injury" arising out of an that:
offense committed before you acquired a. Is "bodily injury" or "property damage" that or formed the organization. occurs, or is "personal and advertising injury" For the purposes of Paragraph 1. of Section caused by an offense that is committed, II – Who Is An Insured, each such
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COMMERCIAL GENERAL LIABILITY
subsequent to the signing of that contract or openings, sidewalk vaults, elevators, street agreement; and banners or decorations.
b. Arises out of the ownership, maintenance or
use of the premises for which that
mortgagee, assignee, successor or receiver
is required under that contract or agreement
to be included as an additional insured on
I. BLANKET ADDITIONAL INSURED –
GOVERNMENTAL ENTITIES – PERMITS

OR AUTHORIZATIONS RELATING TO

OPERATIONS
The following is added to SECTION II – WHO IS
this Coverage Part. AN INSURED:

The insurance provided to such mortgagee, Any governmental entity that has issued a permit assignee, successor or receiver is subject to the or authorization with respect to operations following provisions: performed by you or on your behalf and that you a. The limits of insurance provided to such are required by any ordinance, law, building code mortgagee, assignee, successor or receiver or written contract or agreement to include as an will be the minimum limits that you agreed to additional insured on this Coverage Part is an provide in the written contract or agreement, insured, but only with respect to liability for or the limits shown in the Declarations, "bodily injury", "property damage" or "personal whichever are less. and advertising injury" arising out of such b. The insurance provided to such person or operations. organization does not apply to: The insurance provided to such governmental (1) Any "bodily injury" or "property damage" entity does not apply to:
that occurs, or any "personal and a. Any "bodily injury", "property damage" or advertising injury" caused by an offense "personal and advertising injury" arising out that is committed, after such contract or of operations performed for the agreement is no longer in effect; or governmental entity; or (2) Any "bodily injury", "property damage" or b. Any "bodily injury" or "property damage" "personal and advertising injury" arising included in the "products-completed out of any structural alterations, new operations hazard". construction or demolition operations performed by or on behalf of such J. INCIDENTAL MEDICAL MALPRACTICE mortgagee, assignee, successor or 1. The following replaces Paragraph b. of the receiver.

H. BLANKET ADDITIONAL INSURED –
GOVERNMENTAL ENTITIES – PERMITS OR

AUTHORIZATIONS RELATING TO PREMISES
The following is added to SECTION II – WHO IS
definition of "occurrence" in the
DEFINITIONS Section:
b. An act or omission committed in
providing or failing to provide "incidental
medical services", first aid or "Good
Samaritan services" to a person, unless AN INSURED: you are in the business or occupation of Any governmental entity that has issued a permit
or authorization with respect to premises owned
providing professional health care
services.
or occupied by, or rented or loaned to, you and 2. The following replaces the last paragraph of that you are required by any ordinance, law, Paragraph 2.a.(1) of SECTION II – WHO IS building code or written contract or agreement to AN INSURED:
include as an additional insured on this Unless you are in the business or occupation Coverage Part is an insured, but only with of providing professional health care respect to liability for "bodily injury", "property services, Paragraphs (1)(a), (b), (c) and (d) damage" or "personal and advertising injury" above do not apply to "bodily injury" arising arising out of the existence, ownership, use, out of providing or failing to provide: maintenance, repair, construction, erection or removal of any of the following for which that
governmental entity has issued such permit or
authorization: advertising signs, awnings,
canopies, cellar entrances, coal holes,
driveways, manholes, marquees, hoist away
(a) "Incidental medical services" by any of
your "employees" who is a nurse,
nurse assistant, emergency medical
technician, paramedic, athletic trainer,
audiologist, dietician, nutritionist,
164
CG D3 79 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

COMMERCIAL GENERAL LIABILITY
occupational therapist or occupational that is available to any of your "employees" therapy assistant, physical therapist or
speech-language pathologist; or
(b) First aid or "Good Samaritan services"
for "bodily injury" that arises out of providing
or failing to provide "incidental medical
services" to any person to the extent not
by any of your "employees" or "volunteer
workers", other than an employed or
volunteer doctor. Any such "employees"
or "volunteer workers" providing or failing
subject to Paragraph 2.a.(1) of Section II –
Who Is An Insured.

K. MEDICAL PAYMENTS – INCREASED LIMIT
The following replaces Paragraph 7. of
to provide first aid or "Good Samaritan SECTION III – LIMITS OF INSURANCE: services" during their work hours for you will be deemed to be acting within the 7. Subject to Paragraph 5. above, the Medical scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expenses of your business. because of "bodily injury" sustained by any

3. The following replaces the last sentence of one person, and will be the higher of:

Paragraph 5.

INSURANCE:
of SECTION III – LIMITS OF a. $10,000; or
For the purposes of determining the
applicable Each Occurrence Limit, all related
acts or omissions committed in providing or
b. The amount shown in the Declarations of
this Coverage Part for Medical Expense
Limit.
failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCE services", first aid or "Good Samaritan CONDITION – PROFESSIONAL LIABILITY services" to any one person will be deemed
to be one "occurrence". The following is added to Paragraph 4.b., Excess Insurance , of SECTION IV – 4. The following exclusion is added to COMMERCIAL GENERAL LIABILITY Paragraph 2., Exclusions, of SECTION I –
COVERAGES – COVERAGE A – BODILY

INJURY AND PROPERTY DAMAGE
LIABILITY:

Sale Of Pharmaceuticals
CONDITIONS:

This insurance is excess over any of the other
insurance, whether primary, excess, contingent
or on any other basis, that is Professional
Liability or similar coverage, to the extent the
"Bodily injury" or "property damage" arising loss is not subject to the professional services out of the violation of a penal statute or exclusion of Coverage A or Coverage B. ordinance relating to the sale of
pharmaceuticals committed by, or with the
knowledge or consent of the insured.

5. The following is added to the DEFINITIONS
Section:
"Incidental medical services" means:

WHEN REQUIRED BY WRITTEN CONTRACT

OR AGREEMENT
The following is added to Paragraph 8., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV – COMMERCIAL GENERAL
a. Medical, surgical, dental, laboratory, x- LIABILITY CONDITIONS:
ray or nursing service or treatment, If the insured has agreed in a written contract or advice or instruction, or the related furnishing of food or beverages; or agreement to waive that insured's right of recovery against any person or organization, we
b. The furnishing or dispensing of drugs or waive our right of recovery against such person medical, dental, or surgical supplies or or organization, but only for payments we make appliances. because of:

6. The following is added to Paragraph 4.b., a. "Bodily injury" or "property damage" that Excess Insurance, of SECTION IV – occurs; or

COMMERCIAL GENERAL LIABILITY
CONDITIONS:

This insurance is excess over any valid and
b. "Personal and advertising injury" caused by
an offense that is committed;
collectible other insurance, whether primary, subsequent to the signing of that contract or excess, contingent or on any other basis, agreement.

M. BLANKET WAIVER OF SUBROGATION –
165
Includes copyrighted material of Insurance Services Office, Inc. with its permission.

COMMERCIAL GENERAL LIABILITY
N. CONTRACTUAL LIABILITY – RAILROADS

1. The following replaces Paragraph c. of the
definition of "insured contract" in the
DEFINITIONS Section:
c. Any easement or license agreement;

2. Paragraph f.(1) of the definition of "insured
contract" in the
deleted.

DEFINITIONS Section is

166
CG D4 14 04 08 © 2008 The Travelers Companies, Inc. Page 1 of 2

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

BLANKET ADDITIONAL INSURED – WRITTEN

CONTRACTS (ARCHITECTS, ENGINEERS AND

SURVEYORS)
This endorsement modifies insurance provided under t he following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

1. The following is added to SECTION II – WHO IS plies only to such "bodily injury" or "property AN INSURED: damage" that occurs before the end o f the peAny person or organization that you agree in a "written contrac t requiring insurance" to include as
an additiona l insured on this Co verage Part, but:
a. Only with respect to liability for "bodily injury",
"property damage" or "personal injury"; and
riod of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the pol icy period,
whichever is earlier.

2. The following is added to Paragraph 4.a. of SECTION IV – COMMERCIAL GENERAL LIABILITY b. If, and only to the extent that, the injury or CONDITIONS:
damage is caused by acts or omissions of
you or your subcontractor in the performance
of "your work" to which the "written contract
requiring insurance" applies. The person or
organization does not qualify as an additional
insured with respect to the independe nt acts
or omissions of such person or organization .

The insurance provided to the additional insured
is excess over any valid and collectible "other insurance", whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover. However, if you specifically agree in the "written contract requiring
insurance" that this insurance provided to the adThe insurance prov ided to such additional insured ditional insured under this Coverage Part must is limited as follows: apply on a primary basis or a primary and nonc. In the event that the Limits of Insurance of contributory basis, this insurance is primary to this Coverage Part shown in the Declarations "other insurance" available to the additional inexceed the limits of liability required by the sured which covers that person or organization as "written contract requiring insurance", the in- a named insured for such loss, and we will not surance provided to the additional insured share with that "other insurance". But this insurshall be li mited to the limits of liability required ance provided to the additional insured still is exby that "written contract requiring insurance". cess over any valid and collectible "other insurThis endorsement shall not increase the li mits ance", whether primary, excess, contingent or on of insurance described in Section III – Limits any other basis, that is available to the additional Of Insurance.
d. This insurance does not apply to the renderinsured when that person or organization is an additional insured under any "other insurance".
ing of or failure to render any "professional 3. The following is added to SECTION IV – COMservices" or construction management errors MERCIAL GENERAL LIABILITY CONDITIONS:
or omissions. Duties Of An Additional Insured
e. This insurance does not apply to "bodily in- As a condition of coverage provided to the addijury" or "property damage" caused by "your tional insured:
work" and included in the "products- completed operations hazard" unless the a. The additional insured must give us written "written contract requiring insurance" specifi- notice as soon as practicable of an "occurcally requires you to provide such coverage rence" or an offense which may result in a for that additional insured, and then the insur- claim. To the extent possible, such notice ance provided to the additional insured ap- should include:

Policy Number: P6303F300743PHX22
167

COMMERCIAL GENERAL LIABILITY
i. How, when and where the "occurrence" any provider of other insurance which would or offense took place ; cover the additional insured for a loss we ii. The names and addresses of any injured
persons and witnesses; and
cover. However, this condition does not affect
whether this insurance provided to the addiiii. The nature and location of any injury or tional insured is primary to that other insurdamage arising out of the "occurrence" or ance available to the additional insured which offense. covers that person or organization as a
b. If a claim is made or "suit" is brought against
the additional insured, the additional insured
must:
named insured.

4. The following is added to the DEFINITIONS Section:
i. Immediately record the specifics of the "Written contract requiring insurance" means that claim or "suit" and the date received; and
ii. Notify us as soon as practicable.
part of any written contract or agreement under
which you are required to include a person or organization as an additional insured on this CoverThe additional insured must see to it that we age Part, provided that the "bodily injury" and receive written notice of the claim or "suit" as "property damage" occurs and the "personal insoon as practicable. jury" is caused by an offense committed:
c. The additional insured must immediately send a. After the signing and e xecution of the contract us copies of all legal papers received in con- or agreement by you; nection with the claim or "suit", cooperate with b. While that part o f the contract or agreement is us in the investigation or settlement of the in effect; and claim or defense against the "suit", and otherwise comply with all policy conditions. c. Before the end of the policy period. d. The additional insured must tender the defense and indemnity of any claim or "suit" to 168
CA T3 53 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

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

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

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

A. BROAD FORM NAMED INSURED
B. BLANKET ADDITIONAL INSURED
C. EMPLOYEE HIRED AUTO
D. EMPLOYEES AS INSURED
E. SUPPLEMENTARY PAYMENTS – INCREASED
LIMITS
F. HIRED AUTO – LIMITED WORLDWIDE COVERAGE – INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE – GLASS

PROVISIONS
A. BROAD FORM NAMED INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II – COVERED AUTOS
LIABILITY COVERAGE:

Any organization you newly acquire or form during the policy period over which you maintain 50% or more ownership interest and that is not
separately insured for Business Auto Coverage.

Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier.

B. BLANKET ADDITIONAL INSURED
The following is added to Paragraph c. in A.1.,
Who Is An Insured, of SECTION II – COVERED
AUTOS LIABILITY COVERAGE:

Any person or organization who is required under
a written contract or agreement between you and
that person or organization, that is signed and
executed by you before the "bodily injury" or
"property damage" occurs and that is in effect
during the policy period, to be named as an additional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which
H. HIRED AUTO PHYSICAL DAMAGE – LOSS OF
USE – INCREASED LIMIT
I. PHYSICAL DAMAGE – TRANSPORTATION
EXPENSES – INCREASED LIMIT
J. PERSONAL PROPERTY
K. AIRBAGS
L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
M. BLANKET WAIVER OF SUBROGATION
N. UNINTENTIONAL ERRORS OR OMISSIONS
this insurance applies and only to the extent that
person or organization qualifies as an "insured"
under the Who Is An Insured provision contained
in Section II.

C. EMPLOYEE HIRED AUTO

1. The following is added to Paragraph A.1.,
Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE:

An "employee" of yours is an "insured" while
operating an "auto" hired or rented under a
contract or agreement in an "employee's"
name, with your permission, while performing
duties related to the conduct of your business.

2. The following replaces Paragraph b. in B.5.,
Other Insurance, of SECTION IV – BUSINESS AUTO CONDITIONS:
b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own:
(1) Any covered "auto" you lease, hire,
rent or borrow; and
(2) Any covered "auto" hired or rented by
your "employee" under a contract in
an "employee's" name, with your
Policy Number: 8101L5008512243G
169

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

COMMERCIAL AUTO
permission, while performing duties
related to the conduct of your business.

However, any "auto" that is leased, hired,
rented or borrowed with a driver is not a
covered "auto".

D. EMPLOYEES AS INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II – COVERED AUTOS
LIABILITY COVERAGE:

Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs.

E. SUPPLEMENTARY PAYMENTS – INCREASED
LIMITS

1. The following replaces Paragraph A.2.a.(2),
of SECTION II – COVERED AUTOS LIABILITY COVERAGE:
(2) Up to $3,000 for 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.

2. The following replaces Paragraph A.2.a.(4),
of SECTION II – COVERED AUTOS LIABILITY COVERAGE:
(4) All reasonable expenses incurred by the
"insured" at our request, including actual
loss of earnings up to $500 a day because of time off from work.

F. HIRED AUTO – LIMITED WORLDWIDE COVERAGE – INDEMNITY BASIS The following replaces Subparagraph (5) in Paragraph B.7., Policy Period, Coverage Territory, of SECTION IV – BUSINESS AUTO CONDITIONS:
(5) Anywhere in the world, except any country or
jurisdiction while any trade sanction, embargo, or similar regulation imposed by the United States of America applies to and prohibits the transaction of business with or within such country or jurisdiction, for Covered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow
without a driver for a period of 30 days or less
and that is not an "auto" 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.
(a) With respect to any claim made or "suit"
brought outside the United States of
America, the territories and possessions
of the United States of America, Puerto
Rico and Canada:
(i) You must arrange to defend the "insured" against, and investigate or settle any such claim or "suit" and keep us advised of all proceedings and actions.
(ii) Neither you nor any other involved
"insured" will make any settlement
without our consent.
(iii) We may, at our discretion, participate
in defending the "insured" against, or
in the settlement of, any claim or
"suit".
(iv) We will reimburse the "insured" for
sums that the "insured" legally must
pay as damages because of "bodily
injury" or "property damage" to which
this insurance applies, that the "insured" pays with our consent, but only up to the limit described in Paragraph C., Limits Of Insurance, of SECTION II – COVERED AUTOS
LIABILITY COVERAGE.
(v) We will reimburse the "insured" for
the reasonable expenses incurred
with our consent for your investigation of such claims and your defense of the "insured" against any such
"suit", but only up to and included
within the limit described in Paragraph C., Limits Of Insurance, of SECTION II – COVERED AUTOS
LIABILITY COVERAGE, and not in
addition to such limit. Our duty to
make such payments ends when we
have used up the applicable limit of
insurance in payments for damages,
settlements or defense expenses.
(b) This insurance is excess over any valid
and collectible other insurance available
to the "insured" whether primary, excess,
contingent or on any other basis.
(c) This insurance is not a substitute for required or compulsory insurance in any country outside the United States, its territories and possessions, Puerto Rico and Canada.
170
CA T3 53 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

COMMERCIAL AUTO
You agree to maintain all required or
compulsory insurance in any such country up to the minimum limits required by local law. Your failure to comply with
compulsory insurance requirements will
not invalidate the coverage afforded by
this policy, but we will only be liable to the
same extent we would have been liable
had you complied with the compulsory insurance requirements. (d) It is understood that we are not an admitted or authorized insurer outside the United States of America, its territories
and possessions, Puerto Rico and Canada. We assume no responsibility for the furnishing of certificates of insurance, or
for compliance in any way with the laws
of other countries relating to insurance.

G. WAIVER OF DEDUCTIBLE – GLASS
The following is added to Paragraph D., Deductible, of SECTION III – PHYSICAL DAMAGE COVERAGE:

No deductible for a covered "auto" will apply to
glass damage if the glass is repaired rather than
replaced.

H. HIRED AUTO PHYSICAL DAMAGE – LOSS OF
USE – INCREASED LIMIT
The following replaces the last sentence of Paragraph A.4.b., Loss Of Use Expenses, of SECTION III – PHYSICAL DAMAGE COVERAGE:

However, the most we will pay for any expenses
for loss of use is $65 per day, to a maximum of
$750 for any one "accident".

I. PHYSICAL DAMAGE – TRANSPORTATION
EXPENSES – INCREASED LIMIT
The following replaces the first sentence in Paragraph A.4.a., Transportation Expenses, of SECTION III – PHYSICAL DAMAGE COVERAGE:

We will pay up to $50 per day to a maximum of
$1,500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type.

J. PERSONAL PROPERTY
The following is added to Paragraph A.4., Coverage Extensions, of SECTION III – PHYSICAL DAMAGE COVERAGE:

Personal Property
We will pay up to $400 for "loss" to wearing apparel and other personal property which is:
(1) Owned by an "insured"; and
(2) In or on your covered "auto".

This coverage applies only in the event of a total
theft of your covered "auto".

No deductibles apply to this Personal Property
coverage.

K. AIRBAGS
The following is added to Paragraph B.3., Exclusions, of SECTION III – PHYSICAL DAMAGE COVERAGE:

Exclusion 3.a. does not apply to "loss" to one or
more airbags in a covered "auto" you own that inflate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but
only:
a. If that "auto" is a covered "auto" for Comprehensive Coverage under this policy; b. The airbags are not covered under any warranty; and c. The airbags were not intentionally inflated.

We will pay up to a maximum of $1,000 for any
one "loss".

L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
The following is added to Paragraph A.2.a., of
SECTION IV – BUSINESS AUTO CONDITIONS:

Your duty to give us or our authorized representative prompt notice of the "accident" or "loss" applies only when the "accident" or "loss" is known to:
(a) You (if you are an individual);
(b) A partner (if you are a partnership);
(c) A member (if you are a limited liability company); (d) An executive officer, director or insurance
manager (if you are a corporation or other organization); or (e) Any "employee" authorized by you to give notice of the "accident" or "loss".

M. BLANKET WAIVER OF SUBROGATION
The following replaces Paragraph A.5., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV – BUSINESS AUTO CONDITIONS :

5. Transfer Of Rights Of Recovery Against
Others To Us
We waive any right of recovery we may have
against any person or organization to the extent required of you by a written contract signed and executed prior to any "accident"
or "loss", provided that the "accident" or "loss"
arises out of operations contemplated by
171

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

COMMERCIAL AUTO
such contract. The waiver applies only to the
person or organization designated in such
contract.

N. UNINTENTIONAL ERRORS OR OMISSIONS
The following is added to Paragraph B.2., Concealment, Misrepresentation, Or Fraud, of SECTION IV – BUSINESS AUTO CONDITIONS:

The unintentional omission of, or unintentional
error in, any information given by you shall not
prejudice your rights under this insurance. However this provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal.
172
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Policy Number: 8101L5008512243G
173
DATE OF ISSUE: ST ASSIGN: PAGE 1 OFl
TRAVELERS] •

ONE TOWER SQUARE
HARTFORD CT 06183

WORKERS COMPENSATION
AND

EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 00 03 13 (00) - 001
POLICY NUMBER:

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 any one not named in the Schedule.

SCHEDULE
DESIGNATED PERSON:

DESIGNATED ORGANIZATION:

ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED

BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER.

UB3P3503902243G
174
DATE OF ISSUE: ST ASSIGN: Page 1 of 1
TRAVELERSJ •

ONE TOWER SQUARE
HARTFORD CT 06183

WORKERS COMPENSATION
AND

EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 99 03 76 ( A) - 001
POLICY NUMBER:

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS

ENDORSEMENT - CALIFORNIA
(BLANKET WAIVER)
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule.

The additional premium for this endorsement shall be 2. oo % of the California workers' compensation premium.

Schedule
Person or Organization

ANY PERSON OR ORGANIZATION FOR

WHICH THE INSURED HAS AGREED

BY WRITTEN CONTRACT EXECUTED

PRIOR TO LOSS TO FURNISH THIS
WAIVER.

Job Description
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
Insured
Insurance Company
Policy No. Endorsement No.

Premium
Countersigned by _
UB3P3503902243G
12/30/2022 UB3P3503902243G
Lumos & Associates, Inc.

Travelers Property Casualty Co of Amer Jessica L. Carroll 175

AGREEMENT
BUDGET

CONTRACT /AGREEMENT AUTHORIZATION ROUTING FORM
STAFF

CONTACT

INFORMATION

CONTRACT/
INFO.

INFORMATION
Type of
Contract
• NAME: Stan Hill
• DEPARTMENT: Public Works
• PHONE: (530) 542-6039
• DATE OF SUBMITTAL: 07-19-2023
• NAME:Tim Russell
• CONTRACTOR/CONSULTANT:Lumos & Associates
• START: 7/19/23 END: 12/31/23 OPTION TO RENEW:l
• AMOUNT OF CONTRACT: $ 45,000
ACCOUNT NO.: 301-50038-48020
BUDGET AVAILABLE: Yes
FUNDING VERIFIED: Jt:. 1n t-'rocess
GRANT FUNDING? Source_N_1A _ Federal? YesO Nol/I
Professional Services Agreement ffi_ Ucense_D_ MOU .D_Lease 0 Purchase Order urchase Agreement_n_ Comstruetien0
Revenue Contract perati0n/Concessi0n Agreement IJ D
Maintenance Agree t Public Works Contract D Vehicle
Motorized Equipment IT/Electronic E uipmerlt D
Does this contract involve the following: construction, reconstruction, alteration, renovation, improvement, demolition, palnti?,C;{e-painting, and/or repair work involving any publicly owned, leased, or operated facility? YesD- No--liJ_ If yes, forward to Public Works for review (Public Works Director authorization required)
Does this contract require special permitti nvironmental review, CEQA/NEPA, Planning Dept. review, Commission approval? Yes No-li.J._ If yes, forward to Development Services Department for review (Director of Developmental Services authorization required) Reviewing Authority Signature Date Signed
Department Head
Jul24,2023
Public Works Director (where applicable)
Dev. Services Director (where applicable)
a'\Ji rw Jul28,2023
Finance Director
City Attorney
JJa1(e1t 'Eant.zett1ZlR· Daniel Bardzell FOR: (Jul 31, 2023 16:38 PDT) Jul31,2023
City Manager
City Clerk
Josep Irvin (Jul 31, 202317:49 PDT)
Aug 1,2023 Sue Blankenship (Aug 1, 2023 08:36 PDT)
City Council Meeting Date (over $SOK or where applicable):

I
Jul31,2023
176
Signature Date: 2023-07-28 - 1:35:18 PM GMT - Time Source: server- IP address: 128.92.136.146 Created: 2023-07-19
By:

Status:

Transaction ID:

Andra Burnam ([email protected])
Signed
CBJCHBCAABAAnZxi1-6t-005E5gTmDa20TFpgu36bMtE
Lumos&Assos_PioneerTrail-HSIP-PSA.

Final Audit Report 2023-08-01
"Lumos&Assos_PioneerTrail-HSIP-PSA." History
Document created by Andra Burnam ([email protected]) 2023-07-19 - 9:57:32 PM GMT- IP address: 128.92.139.178 Document emailed to [email protected] for signature 2023-07-19 - 10:01:21 PM GMT
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2023-07-20 - 10:47:27 PM GMT- IP address: 174.208.98.64 Signer [email protected] entered name at signing as Timothy Russell 2023-07-20 - 10:48:11 PM GMT- IP address: 174.208.98.64 Document e-signed by Timothy Russell ([email protected]) Signature Date: 2023-07-20 - 10:48:13 PM GMT - Time Source: server- IP address: 174.208.98.64 Document emailed to Anush Nejad ([email protected]) for signature 2023-07-20 - 10:48:15 PM GMT
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Document e-signed by Olga Tikhomirova ([email protected]) 177
Signature Date: 2023-08-01 - 3:36:36 PM GMT - Time Source: server- IP address: 128.92.136.146 Document emailed to Heather Stroud ([email protected]) for signature 2023-07-28 - 1:35:20 PM GMT
Andra Burnam ([email protected]) replaced signer Heather Stroud ([email protected]) with Dan Bardzell ([email protected])
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Andra Burnam ([email protected]) replaced signer Heather Stroud ([email protected]) with Dan Bardzell ([email protected])
2023-07-31 - 2:39:13 PM GMT- IP address: 128.92.139.178 Document emailed to Dan Bardzell ([email protected]) for signature 2023-07-31 - 2:39:13 PM GMT
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2023-07-31 - 11:38:02 PM GMT- IP address: 128.92.136.146 Document e-signed by Daniel Bardzell FOR: ([email protected]) Signature Date: 2023-07-31 - 11:38:05 PM GMT - Time Source: server- IP address: 128.92.136.146 Document emailed to Joseph Irvin ([email protected]) for signature 2023-07-31 - 11:38:06 PM GMT
Email viewed by Joseph Irvin ([email protected])
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Document e-signed by Joseph Irvin ([email protected]) Signature Date: 2023-08-01 - 0:49:13 AM GMT - Time Source: server- IP address: 47.36.65.119 Document emailed to Sue Blankenship ([email protected]) for signature 2023-08-01 - 0:49:15 AM GMT
Email viewed by Sue Blankenship ([email protected]) 2023-08-01 - 3:36:08 PM GMT- IP address: 104.47.64.254
Document e-signed by Sue Blankenship ([email protected]) 178
Agreement completed.
2023-08-01 - 3:36:36 PM GMT
179

AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
AMENDMENT 1 (C-008-2024) TO AGREEMENT C-126-2023
The Professional Services Agreement entered into on August 1, 2023, between the City of South Lake Tahoe, a municipal corporation (“CITY”) and Lumos & Associates, (“CONSULTANT”) is hereby amended as set forth below.

The terms of the Professional Services Agreement are hereby amended to read as follows:

1. Scope of Services. In addition to the Scope of Services specified within the original Professional Services Agreement, dated August 1, 2023, this Amendment to Agreement C-126-2023 adds the work described within the letter amendment proposal from Lumos & Associates, dated November 21, 2023, attached hereto and incorporated herein by reference.

2. Term/Time of Performance. The services by Consultant are to commence upon the execution of this Agreement and shall continue until all authorized work is approved by City. All such work shall be completed not later than June 30, 2024. Time is of the essence, and failure of Consultant to perform the services required by this Agreement, as amended, by June 30, 2024 shall constitute a material breach of this Agreement as amended.

3. Compensation. Compensation to be paid to the Consultant, as defined within the original Agreement is hereby increased with this Amendment No. 1 by the sum of $11,000.00 as described within Exhibit D attached hereto. In no case shall Consultant compensation for work completed under this Agreement exceed the amended Agreement amount of $45,000.00 plus the additional fee of $11,000.00 for an amended total fee of $56,000.00 without written authorization from the City. Payment by the City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.

CITY OF SOUTH LAKE TAHOE CONSULTANT
By: Joseph Irvin (Jan 22, 2024 09:20 PST)
Timothy Russell
Timothy Russell (Jan 19, 2024 14:39 PST)
Joseph Irvin, City Manager Tim Russell, Director of Engineering Lumos & Associates
Business License # 314513
APPROVED AS TO FORM: ATTEST:

Sue Blankenship (Jan 22, 2024 11:55 PST)
Heather Stroud, City Attorney Susan Blankenship, City Clerk City of South Lake Tahoe – Lumos & Associates
PSA Amendment No. 1
C-008-2024
By:
180
Sincerely,
November 21st, 2023

EXHIBIT D
El Dorado Hills
3840 El Dorado Hills Boulevard, Suite 301
El Dorado Hills, California 95762
916.980.8228
Mr. Stan Hill, P.E.

City of South Lake Tahoe
1740 D Street
South Lake Tahoe, California 96150
Subject: Pioneer Trail – Edna Avenue Safety Improvement Project Addendum #1 for Additional Engineering Services
Via email: [email protected]
Dear Stan:

Lumos & Associates, Inc. is pleased to provide you with this addendum for additional engineering and related services for the Pioneer Trail and Edna Avenue Safety Improvement Project located in South Lake Tahoe.

During the development of our improvement plans for the project, it became apparent that the original improvements included in the RFP needed to be expanded to accommodate adequate lane geometry, turn pocket lengths, and sight visibility at the southeast corner of Pioneer Trail and Edna Avenue. The additional improvements required us to move forward with conceptual exhibits, meetings with Liberty Utilities, City Staff, and the County Surveyor that were outside of our original scope of work. This addendum includes the following additional services for the project:

Project Scope
Task 5 – Conceptual Civil Improvement Exhibit and Conceptual Striping Exhibit Lumos will prepare a Conceptual Civil Improvement Exhibit and Conceptual Striping Exhibit for review by the City of South Lake Tahoe that will include revisions to the 60% design improvements to accommodate increased turn pocket and taper lengths by relocating an existing storm drain drop inlet and Liberty Utilities Power Pole.

This exercise includes two meetings with City of South Lake Tahoe staff and the design team. The conceptual improvements shown on these exhibits will be incorporated into the 90% improvement plans upon approval but City staff.

Lump Sum Fee: $8,500
Task 6 – Meetings & Coordination with Liberty Utilities Lumos worked with Liberty Utilities to determine the feasibility of relocating the existing power pole at the corner of Edna Avenue and Pioneer Trail. Lumos determined the scope of work for the power pole relocation and obtained review schedules and other pertinent information for the City. Lumos has attended one meeting and anticipates that three additional meetings will be required to advance the Civil Improvement Plans to 100%.

Time & Materials: $2,500
Thank you again for allowing Lumos & Associates to provide you with this addendum. Please do not hesitate to call me if you have questions.

Michelle Gamble, P.E. Cami L. Jackson, P.E.

Group Manager Project Manager
Attachment A: Addendum #1
L:\LAProj\11102.000 - Pioneer Trail and Edna Ave Safety Improvement Project\1-Project_Management\Contracts and Addendums\Proposal\Addendum #1\Lumos & Associates - Pioneer Trail & Edna Avenue Addendum #1.docx Carson City • El Dorado Hills • Fallon • Lake Tahoe • Reno www.LumosInc.com 181

AGREEMENT I
Jan 22, 2024
Jan 22, 2024
BUDGET

CONTRACT /AGREEMENTAUTHORIZATION ROUTING FORM
STAFF

CONTACT

INFORMATION

CONTRACT/
INFO.

INFORMATION
Type of
Contract
• NAME: Stephen Anderjack
• DEPARTMENT: Public Works
• PHONE: (530) 542-6033
• DATE OF SUBMITTAL: 01/19/2024
• NAME: Tim Russell
• CONTRACTOR/CONSULTANT: Lumas & Associates
• START: 8/1/23 END: 6/30/24 OPTION TO RENEW: j
• AMOUNT OF CONTRACT:$ 11,000.00 Amendment
ACCOUNT NO.: 301-50038-48020
BUDGET AVAILABLE: Yes
FUNDING VERIFIED: Yes
GRANT FUNDING? Source Federal? YesO Nol I
Professional Services Agreement_@_ License_D_ MOU D_Lease 0 Purchase Order urchase Agreement D Construction 0
Revenue Contract meration/Concession Agre_ement _n = D _ Maintenance Agreeme t Public Works Contract D Vehicle
Motorized Equipment IT/Electronic Equipment D
Does this contract involve the following: construction, reconstruction, alteration, renovation, improvement, demolition, painti e-painting, and/or repair work involving any publicly owned, leased, or operated facility? Yes_[l No --l!'.J_ If yes, forward to Public Works for review (Public Works Director authorization required)
Does this contract require sp-ecial permittin nvlronmental review, CEQA/NEPA, Planning Dept. review, Commission approval? Yes No If yes, forward to Development Services Department for review (Director of Developmental Services authorization required) Reviewing Authority Signature Date Signed
Department Head
Public Works Director
(where applicable)
Jan 19, 2024
Dev. Services Director
(where applicable)
Finance Director
City Attorney
City Manager
Jan 21, 2024
Heather Stroud (Jan 22, 2024 08:22PST)
Josepli Irvin (Jan 22, 2024 09:20 PST)
'---- Jan 22, 2024
City Clerk Sue Blankenship (Jan 22, 2024 11:55 PST)
City Council Meeting Date (over $60K or where applicable): _N_1A _ Brief Description:

Design services for Pioneer Trail Safety Project (HSIP) to lengthen left-turn pocket and provide safety features to roadway. Amendment expands project scope of work to provide additional roadside shoulder area for Class 2 bike lane and reduced speed limit design option. 182
Lumos_PSA_Amend-1-with Routing Form
Final Audit Report 2024-01-22
"Lumos_PSA_Amend-1-with Routing Form" History
Document created by Andra Burnam ([email protected]) 2024-01-19 - 6:51:35 PM GMT- IP address: 128.92.139.178 Document emailed to [email protected] for signature 2024-01-19 - 9:31:23 PM GMT
Email viewed by [email protected]
2024-01-19 - 10:38:57 PM GMT- IP address: 128.92.129.34 Signer [email protected] entered name at signing as Timothy Russell 2024-01-19 - 10:39:14 PM GMT- IP address: 128.92.129.34 Document e-signed by Timothy Russell ([email protected]) Signature Date: 2024-01-19 - 10:39:16 PM GMT - Time Source: server- IP address: 128.92.129.34 Document emailed to Anush Nejad ([email protected]) for signature 2024-01-19 - 10:39:17 PM GMT
Email viewed by Anush Nejad ([email protected])
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Signature Date: 2024-01-19 - 10:39:53 PM GMT - Time Source: server- IP address: 128.92.139.178 Document emailed to Olga Tikhomirova ([email protected]) for signature 2024-01-19 - 10:39:54 PM GMT
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Document e-signed by Olga Tikhomirova ([email protected]) Signature Date: 2024-01-21 - 5:46:34 PM GMT - Time Source: server- IP address: 128.92.136.146 Created: 2024-01-19
By:

Status:

Transaction ID:

Andra Burnam ([email protected])
Signed
CBJCHBCAABAAIEcN8BPnXnFemAiuwv2TxrbNYVgRTh2C
183
Document emailed to Heather Stroud ([email protected]) for signature 2024-01-21 - 5:46:35 PM GMT
Email viewed by Heather Stroud ([email protected])
2024-01-22 - 4:21:22 PM GMT- IP address: 104.47.64.254
Document e-signed by Heather Stroud ([email protected]) Signature Date: 2024-01-22 - 4:22:25 PM GMT - Time Source: server- IP address: 128.92.136.146 Document emailed to Joseph Irvin ([email protected]) for signature 2024-01-22 - 4:22:27 PM GMT
Email viewed by Joseph Irvin ([email protected])
2024-01-22 - 5:20:38 PM GMT- IP address: 104.47.65.254
Document e-signed by Joseph Irvin ([email protected]) Signature Date: 2024-01-22 - 5:20:54 PM GMT - Time Source: server- IP address: 128.92.136.146 Document emailed to Sue Blankenship ([email protected]) for signature 2024-01-22 - 5:20:56 PM GMT
Email viewed by Sue Blankenship ([email protected]) 2024-01-22 - 7:54:42 PM GMT- IP address: 104.47.65.254
Document e-signed by Sue Blankenship ([email protected]) Signature Date: 2024-01-22 - 7:55:08 PM GMT - Time Source: server- IP address: 128.92.136.146 Agreement completed.
2024-01-22 - 7:55:08 PM GMT
184
City of South Lake Tahoe – Lumos & Associates
PSA Amendment No. 2
C-XXX-2025

RATIFICATION OF AMENDMENT TO PROFESSIONAL SERVICES

AGREEMENT
AMENDMENT 2 (C-XXX-2025) TO AGREEMENT C-126-2023

The Professional Services Agreement entered into on August 1, 2023, between the City of South Lake Tahoe, a municipal corporation (“CITY”) and Lumos & Associates, (“CONSULTANT”) is hereby amended as set forth below.

Recitals
A. On August 1, 2023, the City and Consultant entered into Agreement C-126-2023, for a scope of services not to exceed $45,000 to complete the design for the Pioneer Trail Highway Safety Improvement Project, with a term ending on December 31, 2023.

B. On January 22, 2024, the parties executed Amendment 1 to the Agreement, adding $11,000 to complete additional work including utility coordination and preparation of conceptual plans, for a total amount not to exceed $56,000, and extending the term to June 30, 2024.

C. The parties inadvertently allowed the Agreement to expire but desire to ratify an extension to allow for completion of the scope of work, and to add $15,000 to complete additional work including design revisions to a retaining wall and construction assistance, for a total amount not to exceed $71,000.

Based on the foregoing recitals, the terms of the Professional Services Agreement are hereby amended to read as follows:

1. Scope of Services. In addition to the Scope of Services specified within the original Professional Services Agreement, dated August 1, 2023, this Amendment to Agreement C-126-2023 adds the work described within the letter amendment proposals from Lumos & Associates, dated February 14, 2025, and March 12, 2025, attached hereto and incorporated herein by reference.

2. Term/Time of Performance. The services by Consultant are to commence upon the execution of this Agreement and shall continue until all authorized work is approved by City. All such work shall be completed not later than October 31st, 2025. Time is of the essence, and failure of Consultant to perform the services required by this Agreement, as amended, by October 31st, 2025 shall constitute a material breach of this Agreement as amended.

3. Compensation. Compensation to be paid to the Consultant, as defined within the original Agreement is hereby increased with this Amendment No. 2 by the sum of $15,000.00 as described within Exhibit A attached hereto. In no case shall Consultant compensation for work completed under this Agreement exceed the amended Agreement amount of $56,000.00 plus the additional fee of $15,000.00 for an amended total fee of $71,000.00 without written authorization from the City. Payment by the City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment.
185
City of South Lake Tahoe – Lumos & Associates
PSA Amendment No. 2
C-XXX-2025
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.

CITY OF SOUTH LAKE TAHOE CONSULTANT
By: __________________________ By: __________________________ Tamara Wallace, Mayor Dan Stucky, Director of Engineering Lumos & Associates
Business License # 314513

APPROVED AS TO FORM: ATTEST:
_____________________________ __________________________ Heather Stroud, City Attorney Susan Blankenship, City Clerk 186
City of South Lake Tahoe – Lumos & Associates
PSA Amendment No. 2
C-XXX-2025
Exhibit A
Lumos Amendment 2 Proposals
187
Carson City  El Dorado Hills  Fallon  Lake Tahoe  Reno www.LumosInc.com El Dorado Hills 3840 El Dorado Hills Boulevard, Suite 301
El Dorado Hills, California 95762
916-980-8228
February 14, 2025 11102.000 Addendum #2
Stephen Anderjack
Associate Civil Engineer
City of South Lake Tahoe
1740 D St
South Lake Tahoe, CA 96150
Via email: [email protected]
Subject: Pioneer Trail and Edna Avenue Construction Assistance Addendum #2
Dear Mr. Anderjack:

Lumos & Associates, Inc. (Lumos) is pleased to provide you with this addendum for construction assistance services for the Pioneer Trail and Edna Avenue HSIP project in the City of South Lake Tahoe, California.

Project Understanding
The proposed project involves roadway improvements, drainage improvements, and signage and striping along Pioneer Trail in the City of South Lake Tahoe. Lumos prepared civil engineering plans for the subject project in 2023. It is our understanding that the City would like to retain Lumos’ services for Construction Assistance from April – October 2025. We propose the following task to assist you with this work:

Project Scope
Task 7 – Construction Assistance
Lumos & Associates will be available to answer questions, review submittals, respond to requests for information, review contract change orders, and prepare record drawings. The fees summarized below to complete this task include up to 50 hours of assistance. This task will be billed on a time and materials basis in accordance with our current fee schedule, up to the fee amount listed in the fee summary. If additional assistance is requested beyond this original budget, additional budget may be requested under a future addendum.

Fees
The tasks described in the Scope of Work will be completed for the following fees:

Task Description
Estimated
Fee
Task 7 Construction Assistance (Time & Materials) $12,500 Total: $12,500
188

This addendum does not include provisions for construction staking, inspection, or materials testing services. Lumos will be happy to amend this addendum as necessary to include any of these services.

If this addendum is acceptable, please send us an amendment to the City’s professional services agreement for execution. Any additional services requested but not covered by this Scope of Work can be provided by an amendment to this addendum. This addendum is valid for 30 days and subject to change from the date of the addendum.

Lumos & Associates, Inc. will send monthly progress billings on this project. The amount of these billings will be based upon the percentage of work completed. The terms are ‘Due Upon Receipt’ and accounts are past due after 30 days. Accounts over 30 days old will be subject to interest at the rate of 1 ½% per month and such collection action as may be necessary to collect the account. In addition, a “Stop Work Order” may be issued on past due accounts. In this case, no further work will be performed until the account is brought current.

Thank you again for allowing Lumos & Associates to provide you with this addendum. Please do not hesitate to call me if you have questions.

Sincerely,
____ ___________________________
Cami Jackson, P.E. Aaron Brusatori, P.E.

Project Manager Group Manager
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Carson City • El Dorado Hills • Fallon • Lake Tahoe • Reno www.LumosInc.com El Dorado Hills
3840 El Dorado Hills Boulevard, Suite 301
El Dorado Hills, California 95762
916-980-8228
March 12, 2025 11102.000 Addendum #3
Stephen Anderjack
Associate Civil Engineer
City of South Lake Tahoe
1740 D St
South Lake Tahoe, CA 96150
Via email: [email protected]
Subject: Pioneer Trail and Edna Avenue Retaining Wall Revision Addendum #3
Dear Mr. Anderjack:

Lumos & Associates, Inc. (Lumos) is pleased to provide you with this addendum for structural engineering design services for the Pioneer Trail and Edna Avenue HSIP project in the City of South Lake Tahoe, California.

Project Understanding
The proposed project involves roadway improvements, drainage improvements, and signage and striping along Pioneer Trail in the City of South Lake Tahoe. Lumos prepared civil engineering plans for the subject project in 2023. It is our understanding that the City would like to retain Lumos’ services for revisions to our retaining wall detail to satisfy comments from the City of South Lake Tahoe Building Department. We propose the following task to assist you with this work:

Project Scope
Task 8 – Structural Engineering Services for Retaining Wall Revision Lumos & Associates will prepare a plan revision for the Pioneer Trail and Edna Avenue HSIP project to satisfy comments received verbally from the City of South Lake Tahoe Building Department. Lumos will provide updated structural calculations and a detail to provide rock behind the back of wall. The plan revision will also include updates to the concrete foundations to address the concern regarding overturning due to groundwater migration in the project area.

Fees
The tasks described in the Scope of Work will be completed for the following fees:

Task Description Lump Sum
Task 8 Structural Engineering Services for Retaining Wall Revision $2,500
Total: $2,500
This fee includes the time required to revise the design drawings and calculations as well as coordination time spent by both the project manager and materials engineering manager. This 190

addendum does not include provisions for construction staking, inspection, or materials testing services. Lumos will be happy to amend this addendum as necessary to include any of these services.

If this addendum is acceptable, please send us an amendment to the City’s professional services agreement for execution. Any additional services requested but not covered by this Scope of Work can be provided by an amendment to this addendum. This addendum is valid for 30 days and subject to change from the date of the addendum.

Lumos & Associates, Inc. will send monthly progress billings on this project. The amount of these billings will be based upon the percentage of work completed. The terms are ‘Due Upon Receipt’ and accounts are past due after 30 days. Accounts over 30 days old will be subject to interest at the rate of 1 ½% per month and such collection action as may be necessary to collect the account. In addition, a “Stop Work Order” may be issued on past due accounts. In this case, no further work will be performed until the account is brought current.

Thank you again for allowing Lumos & Associates to provide you with this addendum. Please do not hesitate to call me if you have questions.

Sincerely,
____ ___________________________
Cami Jackson, P.E. Eric Hutchens, P.E.

Project Manager Structural Engineering Director

ERIC J. HUTCHENS, P.E.

LfHaim
191
City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: March 25, 2025
Agenda Item #:6
Agenda Item: Purchase of Real Property at 2111-2121 Lake Tahoe Boulevard from BMO Bank N.A.

Executive Summary: The City intends to purchase this property to accommodate construction of a new Fire Station 3 to replace the current facility. The proposed Purchase and Sale Agreement is consistent with a Letter of Intent signed by the parties on August 16, 2024, after discussing the real property negotiations with BMO Bank N.A. in closed session on October 17, 2023, and April 23, 2024. The City is purchasing the property from BMO Bank N.A. at the appraised market value of $940,000. This item was pulled from the February 25 City Council meeting agenda because it was discovered that there is a 1978 California Tahoe Regional Planning Agency deed restriction on the property owned by BMO that includes land coverage and sale restrictions. Subsequently, the City and BMO met with Tahoe Regional Planning Agency staff and received assurance that the deed restriction can be lifted as part of the boundary line adjustment that will occur prior to closing.

Requested Action / Suggested Motions: Pass a Motion authorizing and directing the Mayor to execute the Purchase and Sale Agreement with BMO Bank N.A. for the purchase of approximately 73,108 square feet of real property in the amount of $940,000, and authorizing the City Manager to execute further documents take further actions necessary to implement the Purchase and Sale Agreement.

Responsible Staff Member: Heather Stroud, City Attorney Joseph Irvin, City Manager Reviewed and Approved By: Susan Blankenship, City Clerk Olga Tikhomirova, Director of Finance Attachments:
01-Staff Report.docx
02 - Purchase and Sale Agreement.pdf
03 - Letter of Intent 8-16-2024.pdf
04 - CBRE Appraisal Report.pdf
05 - Site Map.pdf
06 - Cal TRPA Deed Restriction.pdf
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Council Agenda Report- March 25, 2025 Page 1 of 3
City of South Lake Tahoe
Report to City Council
Meeting Date: March 25, 2025
Title: Purchase of Real Property at 2111-2121 Lake Tahoe Boulevard from BMO Bank N.A.

Location: 2111-2121 Lake Tahoe Boulevard
Responsible Staff Members: Heather Stroud, City Attorney (530) 542-6046 Joseph Irvin, City Manager (530) 542-6000
Background: Fire Station 3 was originally built in 1957 with only minor remodels since then.

The original building was not designed as a fire station with essential services in mind. On October 19, 2021, City Council awarded a contract for design services for renovation to JK Architecture for an amount not to exceed $171,000. JK Architecture provided a condition assessment report showing that the facility does not meet current code requirements and has structural, mechanical, and electrical infrastructure issues. Additionally, the facility does not provide an adequate operational, administrative, and housing environment for the Fire Department staff and equipment.

On March 28, 2023, staff updated City Council on the renovation of Fire Station 3, and City Council directed staff to consider four options and return to City Council for additional direction.

The four options were: (A) internal renovation to improve living conditions for firefighters for an estimated cost of $500,000; (B) renovation of existing fire station to address living conditions and ADA requirements for an estimated cost of $3.5 million; (C) new 2-story fire station behind existing Fire Station 3, with demolition of existing fire station upon completion for an estimated cost of $19.25 million; and (D) new one-story fire station on the Bank of the West (now BMO Bank N.A.) property, with existing fire station to be demolished upon completion for an estimated cost of $19.75 million.

Following the March 2023 Council meeting, staff retained the services of RMM consultants, who specialize in fire station design and construction, and provided RRM with a list of requirements for a new fire station. RRM evaluated options C and D, developed schematic drawings, and estimated probable costs for each option. Staff also initiated discussions with BMO Bank N.A. (“BMO”) to inquire about purchasing the vacant property for a new fire station. BMO indicated that they would be willing to sell approximately 1.53 acres to the City for this purpose.

On September 12, 2023, City Council received a presentation from staff on the four options for replacement of Fire Station 3, with Option D being the preferred option by staff. City Council passed a motion (4-0 with Mayor Creegan absent) to direct the City Manager to begin planning to construct a new one-story fire station on the adjacent BMO site for an estimated cost of $19.75 million, $1.1 million for LEED gold certification, and a flashing beacon on US Highway 50. 193
Council Agenda Report- March 25, 2025 Page 2 of 3
City Council discussed the real property negotiations with BMO in closed session on October 17, 2023, and again on April 23, 2024. BMO provided an appraisal report from CBRE showing a market value of $940,000, which price the City Council authorized. The parties reached agreement on a Letter of Intent for the City to purchase this property on August 16, 2024, and a Purchase and Sale Agreement and related documents have been drafted for City Council approval.

Issue and Discussion: The Letter of Intent included a purchase price of $940,000 for approximately 66,253 square feet of vacant land. As part of drafting the Purchase and Sale Agreement, staff contracted for Wood Rogers to survey the property and draft legal descriptions, which has resulted in a slightly increased square footage of 73,108 square feet for the same purchase price.

The Letter of Intent also included an obligation for the City to retire 13,105 square feet of land coverage to benefit the remaining BMO property that contains the bank building. As part of the transaction, the City will process a boundary line adjustment to correct the nonconformity existing on the bank property that is caused by a property line transecting the building, so the two remaining BMO parcels will become one 80,507 square foot parcel. Because the Wood Rogers survey indicated a slightly larger remaining parcel than had been estimated, the coverage the City is retiring in the Excess Land Coverage Covenant (attached to the Purchase and Sale Agreement as Exhibit E) is increased to 15,161 square feet. The City is retiring this coverage from two parcels owned by the City where excess coverage has been banked (APN 032-151-015 and APN 032- 312-001).

Other terms from the Letter of Intent, which are included in the Purchase and Sale Agreement, are an open space easement over a 14,000 square foot strip of the property conveyed to the City to benefit the remaining BMO property (attached to the Purchase and Sale Agreement as Exhibit G), and a commitment by the City to process a new monument sign application from BMO.

Financial Implications: There are sufficient funds available in the Fire Station 3 capital project account 301-60071 for this purchase. During the Fiscal Year 2022-2023 mid-year budget, $1.5 million of Measure S funds that had previously been set aside for the Fire Station 2 project were transferred to Fire Station 3, based on City Council direction provided at its meeting on September 12, 2023. Since then, an additional $500,000 of Measure S funds have been placed in the Fire Station 3 project account, for a total of $2,000,000. Of this amount, $940,000 (plus title charges, to be determined) will be transferred into the Acquisition line item 301-60071-48040 upon council approval of this real property purchase.

Environmental Considerations:Purchasing this property is not “approval” of a project under the California Environmental Quality Act (“CEQA”) Guidelines section 15352 because it does not commit the City to a definite course of action. Furthermore, CEQA Guidelines section 15004(b)(2)(A) authorizes an agency to enter into a land acquisition agreement when the agency has conditioned its future use of the site on CEQA compliance, as is the case here. CEQA review will be conducted, if required, prior to approval of the project design for the new Fire Station 3.

Policy Implications: City Council Strategic Plan 2023-2028 Strategic Priority 5 – Core Services and High-Performing Government.
 Goal 5.1 Public Safety, Action Item 1: “Ensure substantial investment in public safety by investing in police, fire and snow removal operations and equipment needs…” 194
Council Agenda Report- March 25, 2025 Page 3 of 3
 Goal 5.3 Infrastructure and Maintenance: “Ensure our City has sustainable funding sources to properly maintain infrastructure including roads, snow removal, facilities, recreation sites and trails.”
Strategic Priority 1 – Built Environment
 Goal 1.5 Carbon Neutrality and Grid Reliability: “Implement a variety of projects to reach the City’s 100% renewable energy and Climate Action Plan goals, eventually achieving carbon neutrality. Initiatives include, but are not limited to, power City facilities and fleet with renewable energy. Support community wide deployment of solar, and pursue opportunities for electrification, including transitioning fleet vehicles to electric and building robust EV charging infrastructure by 2025.”
195

PURCHASE AND SALE AGREEMENT

AND ESCROW INSTRUCTIONS

BY AND BETWEEN
BMO BANK N.A., as Seller
AND
CITY OF SOUTH LAKE TAHOE, as Buyer
196
1 PURCHASE AND SALE AGREEMENT

AND ESCROW INSTRUCTIONS
THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this “Agreement”) is made and entered into on March 25, 2025 (the “Effective Date”), between BMO BANK N.A., a national banking association, successor-in-interest to BANK OF THE WEST, a California banking corporation (“Seller”), and the CITY OF SOUTH LAKE TAHOE, a California municipal corporation (“Buyer”), with reference to the following:

A. Seller is the owner of an approximately 73,108 square foot area of unimproved real property located at 2111-2121 Lake Tahoe Boulevard, South Lake Tahoe, California 96150, which is more particularly described on Exhibit A attached hereto (the “Real Property”).

B. Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Real Property on the terms and subject to the conditions contained in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. BASIC TERMS AND DEFINITIONS; REFERENCES.

1.1. Basic Terms and Definitions.
(a) Closing Date. The Close of Escrow shall occur at 5:00 p.m. Pacific Time on a mutually agreed upon date which is not later than one hundred and twenty (120) days after the end of the Due Diligence Period (the “Closing Date”), which may be extended by the mutual agreement of the Parties in the event that the boundary line adjustment of the Real Property described in Section 5.3 has not been approved by such date. (b) Due Diligence Period. The “Due Diligence Period” shall begin on the Effective Date and end at 5:00 p.m. Pacific Time on the date which is sixty (60) days after the Effective Date.
(c) Escrow Holder. The escrow holder shall be First American Title Insurance Company (“Escrow Holder”), whose address is 200 SW Market Street, Suite 250, Portland, OR 97201; Escrow Officer: Rene Moody; Telephone: (503) 795-7611; Email: [email protected]. (d) Parties. Buyer and Seller are individual referred to as a “Party” and collectively as the “Parties.”
(e) Title Company. The title company shall be First American Title Insurance Company (“Title Company”), whose address is whose address is 200 SW Market Street, Suite 250, Portland, OR 97201; Title Coordinator: Lisa Smith; Telephone: (503) 795-7606; Email:
[email protected].
(f) Title Review Period. The “Title Review Period” shall end at 5:00 p.m.

Pacific Time on the date which is five (5) business days after the delivery of the Title Report and the Title Documents to Buyer.
197
2 1.2. References. All references to Exhibits refer to Exhibits attached to this Agreement, and all such Exhibits are incorporated herein by this reference as though fully set forth herein. The words “herein,” “hereof,” “hereinafter” and words of similar import refer to this Agreement as a whole and not to any particular Section hereof.

2. PURCHASE AND SALE.

Subject to the terms and conditions of this Agreement, Seller agrees to sell, assign and transfer to Buyer and Buyer agrees to purchase from Seller, all of Seller’s right, title, and interest in and to the following (collectively, the “Property”):

2.1. Real Property. The Real Property, together with any improvements located thereon (collectively, the “Improvements”); all references hereinafter made to the Real Property shall be deemed to include all rights, privileges, easements, and appurtenances benefiting the Real Property and/or the Improvements situated thereon, including, without limitation, all mineral and water rights and all easements, rights-of-way and other appurtenances used or connected with the beneficial use or enjoyment of the Real Property; and

2.2. Intangible Property. All of Seller’s interest in any intangible property used or useful in connection with the Real Property, if any, to the extent assignable, including, without limitation, all contract rights, warranties, guaranties, licenses, permits, entitlements, governmental approvals, and certificates of occupancy which benefit the Real Property.

3. PURCHASE PRICE AND DEPOSIT.

3.1. Purchase Price. The purchase price for the Property shall be Nine Hundred and Forty Thousand Dollars ($940,000) (the “Purchase Price”).

3.2. Payment of Purchase Price. The Purchase Price shall be payable as follows:
(a) Deposit. As soon as reasonably practicable after the Effective Date, Buyer and Seller shall establish an escrow account with Escrow Holder (the “Escrow Account”). No later than five (5) business days after the establishment of the Escrow Account, Buyer shall deposit with Escrow Holder in immediately available funds an amount equal to Fifteen Thousand Dollars ($15,000) (the “Deposit”). Any interest earned on the Deposit shall accrue to the benefit of Buyer.

Upon expiration of the Due Diligence Period, if Buyer has not previously terminated this Agreement in accordance with its terms, then the Deposit shall become nonrefundable. (b) Balance of Purchase Price. Provided all the conditions in Section 7.1 hereof have been satisfied or waived by Buyer, Buyer shall deposit with Escrow Holder at least one (1) business day prior to the Closing Date in immediately available funds an amount equal to the Purchase Price, less the Deposit, plus or minus the escrow fees, title charges, and closing costs set forth in Section 9.2, all in accordance with the Final Closing Statement.

3.3. Disposition of Deposit Upon Failure to Close. If the Close of Escrow fails to occur due to Buyer’s default under this Agreement, then the disposition of the Deposit shall be governed by Section 12.1. If the Close of Escrow fails to occur due to Seller’s default under this Agreement and all of the conditions to Seller’s obligation to close have been satisfied or waived 198
3 by Buyer, then the Deposit shall promptly be refunded to Buyer. If the Close of Escrow fails to occur due to the failure of any of the conditions set forth in Sections 7.1 or 7.2 or elsewhere in this Agreement for any reason other than as a result of Buyer’s or Seller’s default under this Agreement, then the disposition of the Deposit shall be governed by Section 9.3.

4. TITLE REVIEW; INSPECTIONS AND DUE DILIGENCE; CONFIDENTIALITY.

4.1. Seller Documents. Within five (5) days following the Effective Date, Seller will deliver to Buyer true, correct, and completed copies of all material documentation and reports in Seller’s facilities group’s possession pertaining to the Property as reasonably requested by Buyer (collectively, the “Seller Documents”). If Seller obtains any additional Seller Documents prior to the Close of Escrow, Seller shall promptly deliver copies of such documents to Buyer.

4.2. Title and Survey Review; Title Policy.
(a) Delivery of Title Report and Survey. Seller shall deliver to Buyer (i) a preliminary title report covering the Real Property (the “Title Report”), together with copies of all documents (collectively, the “Title Documents”) referenced in the Title Report, and (ii) a copy of the most recent survey of the Real Property, if any, in Seller’s facilities group’s possession (the “Survey”). Buyer, at its sole option and expense, may obtain an additional title report (or title commitment) or survey for the Real Property. Buyer understands and acknowledges that if Buyer elects to obtain any additional title report (or title commitment) or survey, the completion and/or delivery of such additional title report (or title commitment) or survey shall not be a condition precedent to the Close of Escrow. Notwithstanding the foregoing, Buyer further acknowledges that Seller makes no representations or warranties, and Seller shall have no responsibility, with respect to the completeness of the Title Report, Title Documents, or Survey made available to Buyer. (b) Title Review and Cure. Commencing from the Effective Date and continuing through and including the Title Review Period, Buyer shall have the right to approve or disapprove the condition of title to the Real Property. On or before the expiration of the Title Review Period, Buyer shall deliver to Seller and Escrow Holder written notice (“Buyer’s Title Notice”) of Buyer’s approval or disapproval of the matters reflected in the Title Report and any additional title report (or title commitment) or survey obtained by Buyer; Buyer’s Title Notice delivered by Buyer to Seller must state that it is a “Buyer’s Title Notice being delivered in accordance with the provisions of Section 4.2(b) the Purchase and Sale Agreement.” The failure of Buyer to deliver the Buyer’s Title Notice to Seller on or before the expiration of the Title Review Period shall be deemed to constitute Buyer’s approval of the condition of title to the Real Property.

If Buyer disapproves any matter of title shown in the Title Report obtained by Buyer for the Real Property, then Seller may, but shall have no obligation to, within five (5) business days after Seller’s receipt of the Buyer’s Title Notice for the Real Property (“Seller’s Election Period”), elect to eliminate or ameliorate to Buyer’s reasonable satisfaction the disapproved title matters by giving Buyer written notice (“Seller’s Title Notice”) of those disapproved title matters, if any, which Seller agrees to so eliminate or ameliorate by the Closing Date. Buyer acknowledges and agrees that any title exception disapproved by Buyer shall be deemed ameliorated to Buyer’s reasonable satisfaction to the extent that Seller either causes such exception to be removed from the Title Policy or to be affirmatively insured over. If Seller does not elect to, or is unable to, eliminate or ameliorate any disapproved title matters, Buyer reasonably disapproves Seller’s Title 199
4 Notice, or Seller fails to timely deliver Seller’s Title Notice, then Buyer shall have the right, upon delivery to Seller and Escrow Holder (on or before five (5) days following the expiration of Seller’s Election Period) of a written notice, to either: (i) waive its prior disapproval, in which event said disapproved matters shall be deemed approved; or (ii) terminate this Agreement and the Escrow.

Failure to take either one of the actions described in clauses (i) and (ii) above shall be deemed to be Buyer’s election to take the action described in clause (i) above. If Buyer elects to terminate this Agreement as provided in clause (ii) above, this Agreement shall immediately terminate upon receipt of written notice thereof, and the Parties shall be released from all further obligations under this Agreement (except for any provisions which by their terms survive a termination of this Agreement), and the Deposit shall be promptly returned to Buyer. Buyer shall have been deemed to have approved any title exception that Seller is not obligated to remove and to which either Buyer did not object as provided above, or to which Buyer did object, but with respect to which Buyer did not terminate this Agreement. In the event that Buyer terminates this Agreement pursuant to this Section 4.2(b), Buyer shall pay all escrow and title fees or similar charges of Escrow Holder and Title Company incurred in connection with the transactions described herein, which obligation shall survive the termination of this Agreement, and Buyer hereby authorizes Escrow Holder to deduct such amounts from the Deposit.
(c) Delivery of Title Policy at Closing. As a condition precedent to Buyer’s obligation to proceed to the Close of Escrow, the Title Company shall have issued and delivered to Buyer, or shall have committed to issue and deliver to Buyer, with respect to the Real Property, a Standard Coverage Owner’s Policy of Title Insurance (the “Title Policy”) issued by the Title Company as of the date and time of the recording of the Deed for the Real Property in the amount of the Purchase Price insuring Buyer as owner of good, marketable, and indefeasible fee simple title to the Real Property, subject only to the Permitted Exceptions. For purposes of this Agreement, “Permitted Exceptions” shall mean and include (i) any lien to secure payment of real estate taxes, including special assessments, not then-delinquent, (ii) all matters which could be revealed or disclosed by a physical inspection or a survey of the Real Property and matters affecting the Real Property which are created by or with the written consent of Buyer or which do not materially and deleteriously affect Buyer’s contemplated use of the Real Property, (iii) all exceptions disclosed by the Title Report relating to the Real Property and which are approved or deemed approved by Buyer in accordance with Section 4.2(b), and (iv) all applicable laws, ordinances, rules, and governmental regulations (“Applicable Laws”) (including, without limitation, those relating to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Real Property.

4.3. Inspections; Due Diligence Period; Other Disclosures; Confidentiality. (a) Inspections in General. Commencing from the Effective Date and continuing through and including the expiration of the Due Diligence Period, Buyer, its agents, and employees shall have a limited license (the “License”) to enter upon the Real Property for the purpose of making non-invasive inspections at Buyer’s sole risk, cost, and expense. All of such entries upon the Real Property may not cause interference to the business operations conducted on the areas adjacent to the Real Property owned by Seller, and shall be at reasonable times during normal business hours and after at least forty eight (48) hours’ prior notice to Seller or Seller’s designated agent, and Seller or Seller’s designated agent shall have the right to accompany Buyer during any activities performed by Buyer on the Real Property. At Seller’s request, Buyer shall 200
5 provide Seller (at no cost to Seller) with a copy of the results of any tests and inspections made by Buyer, excluding only market and economic feasibility studies. If any inspection or test disturbs the Real Property, Buyer will restore the Real Property to the same condition as existed before the inspection or test. Buyer shall defend, protect, and indemnify Seller and hold Seller, Seller’s trustees, directors, officers, tenants, agents, contractors, employees and affiliated entities and the Real Property harmless from and against any and all losses, costs, damages, claims, or liabilities, including but not limited to, mechanic’s and materialmen’s liens and Seller’s attorneys’ fees, arising out of or in connection with Buyer’s inspection of the Real Property. Prior to Buyer or Buyer’s Representatives entering onto the Property pursuant to the License, Buyer shall maintain or cause to be maintained, at Buyer’s expense, a policy of commercial general liability insurance, with a broad form contractual liability endorsement and with a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of One Million Dollars ($1,000,000) per occurrence for bodily injury and property damage, and an excess umbrella liability policy for bodily injury and property damage in the amount of Five Million Dollars ($5,000,000), insuring Buyer and Seller, as additional insureds, against any injuries or damages to persons or property that may result from or are related to (i) Buyer’s and/or Buyer’s Representatives entry upon the Property, (ii) any inspections, investigations or other activities conducted thereon, and/or (iii) any and all other activities undertaken by Buyer and/or Buyer’s Representatives, all of which insurance shall be on an “occurrence form” and otherwise in such forms acceptable to Seller and with an insurance company acceptable to Seller, and deliver a copy of a certificate of insurance naming Seller as an additional insured prior to the first entry on the Property. As used in this Agreement, “Buyer’s Representatives” shall mean Buyer’s directors, officers, employees, affiliates, partners, members, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors. The License shall be deemed revoked upon termination of this Agreement.
(b) Environmental Inspections. The inspections under Section 4.3(a) may include non-invasive Phase I environmental inspections of the Real Property, but no Phase II environmental inspections or other invasive inspections or sampling of soil or materials, including without limitation construction materials, either as part of the Phase I inspections or any other inspections, shall be performed without the prior written consent of Seller, which may be withheld in its sole and absolute discretion, and if consented to by Seller, the proposed scope of work and the party who will perform the work shall be subject to Seller’s review and approval. At Seller’s request, Buyer shall deliver to Seller (at no cost to Seller) copies of any Phase II or other environmental reports to which Seller consents as provided above. (c) Termination During Due Diligence Period. If Buyer determines, in its sole discretion, before the expiration of the Due Diligence Period, that the Real Property is unacceptable for Buyer’s purposes, Buyer shall have the right to terminate this Agreement by giving to Seller notice of termination (a “Termination Notice”) before the expiration of the Due Diligence Period, in which event the Deposit shall be promptly refunded to Buyer in accordance with this Agreement, and, except for those provisions of this Agreement which expressly survive the termination of this Agreement, the Parties shall have no further obligations hereunder. If Buyer fails to deliver a Termination Notice to Seller and Escrow Holder on or before the expiration of the Due Diligence Period, then Buyer shall be deemed to be satisfied with all aspects of all the 201
6 Property, including, without limitation, the condition and suitability of all of the Property for Buyer’s intended use, and Buyer shall be obligated to acquire the Property in accordance with the provisions of this Agreement. Buyer’s delivery of a Termination Notice to Seller with respect to the Property shall constitute Buyer’s election to terminate this Agreement with respect to the Property as provided above in this Section 4.3(c). In the event that Buyer terminates this Agreement pursuant to this Section 4.3(c), Buyer shall pay all escrow and title fees or similar charges of Escrow Holder and Title Company incurred in connection with the transactions described herein, which obligation shall survive the termination of this Agreement, and Buyer hereby authorizes Escrow Holder to deduct such amounts from the Deposit.

4.4. Confidentiality. Prior to the Close of Escrow or in the event the Close of Escrow does not occur, all information, other than matters of public record or matters generally known to the public, furnished to, or obtained through inspection of the Real Property by, Buyer, its affiliates, lenders, employees, attorneys, accountants and other professionals or agents relating to the Real Property, will be treated by Buyer, its affiliates, lenders, employees and agents as confidential, and will not be disclosed to anyone (except as reasonably required in connection with Buyer’s evaluation of the Real Property) except to Buyer’s consultants who agree to maintain the confidentiality of such information to the extent permitted under Applicable Law, and will be returned to Seller by Buyer if the Close of Escrow does not occur. Seller and Buyer agree not to make any public announcements with respect to the subject matter hereof without the prior written consent of the other Party. The confidentiality provisions of this Section 4.4 shall not apply to any disclosures made by Buyer or Seller as required by Applicable Law, by court order, or in connection with any subpoena served upon Buyer or Seller; provided Buyer and Seller shall provide each other with written notice before making any such disclosure to the extent permitted by Applicable Law. The provisions of this Section 4.4 shall survive the Close of Escrow or the earlier termination of this Agreement.

5. OPERATIONS AND RISK OF LOSS; SUBDIVISION; EXCESS LAND COVERAGE; OPEN SPACE EASEMENT; SIGNAGE.

5.1. New Contracts. Seller will not enter into any contract that will be an obligation affecting the Real Property after the Effective Date (except contracts entered into in the ordinary course of business that are terminable without cause on thirty (30) days’ notice), without the prior consent of Buyer, which shall not be unreasonably withheld, conditioned, or delayed. To the extent that Buyer has a right to consent to any new contract relating to the Real Property pursuant to the terms of this Section 5.1, Buyer shall be deemed to have consented to any such new contract if it has not notified Seller specifying with particularity the matters to which Buyer reasonably objects, within five (5) days after Buyer’s receipt of Seller’s written request for consent, together with a copy of the applicable contract.

5.2. Condemnation or Damage.
(a) Condemnation. Subject to the terms of this Section 5.2, risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against the Real Property before the Close of Escrow shall remain with Seller. If, before the Close of Escrow, the Real Property or any “material portion” thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, 202
7 administrative or otherwise, with respect to the taking by eminent domain or condemnation, then Buyer may elect to terminate this Agreement by delivering written notice of such election to Seller within five (5) days after Seller provides written notice to Buyer of the material taking, in which event Buyer shall no longer be obligated to purchase, and Seller shall no longer be obligated to sell, the Real Property. If Buyer elects to terminate this Agreement pursuant to this Section 5.2(a), the Parties shall be released from all further obligations under this Agreement (except for any provisions which by their terms survive a termination of this Agreement), and the Deposit shall be promptly returned to Buyer. If the Closing Date is within the five (5) day period referenced above, then the Close of Escrow shall be extended to the next business day following the end of such five (5) day period. If Buyer does not timely deliver such notice of termination, then this Agreement shall remain in full force and effect, the purchase contemplated herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, and upon the Close of Escrow, Seller shall assign, transfer and set over to Buyer all of the right, title and interest of Seller in and to any awards that have been or that may thereafter be made for such taking. For purposes of this Section 5.2(a), the phrase “material portion” means a portion of the Real Property that is at least ten percent (10%) of the total square footage of the Real Property. (b) Damage. Seller shall promptly notify Buyer (the “Damage Notice”) of any material damage to all or substantially all of the Real Property (including due to fire, flood, infestation, degradation of vegetation, or any other cause) that occurs prior to the Close of Escrow.

If any such material damage to the Property would materially and adversely affect Buyer’s intended use of the Property after the Closing Date and would require Buyer to incur significant restoration or repair costs in order to bring the Property into a condition substantially similar to the condition in which the Property exists on the Effective Date, then, within five (5) Business Days after Buyer’s receipt of the Damage Notice, Buyer may notify Seller (the “Negotiation Notice”) of its desire to negotiate in good faith with Seller regarding a potential modification to the Purchase Price on account of such material damage. If Buyer timely delivers the Negotiation Notice to Seller, then for a period of five (5) Business Days thereafter, the Parties will negotiate in good faith a potential modification to the Purchase Price on account of such material damage. If the then-applicable Closing Date is scheduled to occur prior to the expiration of such five (5) Business Day period, then the Closing Date will be automatically extended to occur on the first Business Day following the expiration of such five (5) Business Day period. If for any reason the Parties are unable to mutually agree upon a modification to the Purchase Price within such five (5) Business Day period, then within two (2) Business Days after the expiration of such five (5) Business Day period, Buyer may, at its option, elect to terminate this Agreement by providing written notice thereof to Seller, in which event Buyer shall no longer be obligated to purchase, and Seller shall no longer be obligated to sell, the Real Property, the Deposit shall be promptly returned to Buyer, and except as otherwise provided herein no Party shall have any further rights or obligations hereunder. If Buyer does not elect to terminate this Agreement within the two (2) Business Day period described above, Buyer will be deemed to have conclusively elected to not terminate this Agreement, and the Close of Escrow will occur on the then-applicable Closing Date in accordance with this Agreement.

5.3. Boundary Line Adjustment of Real Property. As of the Effective Date, the Real Property constitutes an undivided portion of a larger area of real property owned by Seller. As a condition precedent to Seller’s obligation to proceed to the Close of Escrow, Buyer, at its sole cost and expense, shall work collaboratively and in good faith with Seller and the Title Company to 203
8 process, and effectuate as part of the Close of Escrow, a boundary line adjustment of the Real Property with the larger area of real property owned by Seller to be retained by Seller following the boundary line adjustment of the Real Property, which consists of 80,507 square feet and is described on Exhibit B (the “Seller Retained Land”) in conformance with all Applicable Laws and subject to Seller’s reasonable satisfaction (collectively, the “Boundary Line Adjustment”).

If, as of the Closing Date, the Boundary Line Adjustment has not been approved in conformance with all Applicable Laws and to Seller’s reasonable satisfaction such that the Real Property is able to be conveyed to Buyer as part of the Close of Escrow, then such occurrence will be deemed to be an unsatisfied condition to Seller’s obligation to proceed to the Close of Escrow, Seller will be permitted to terminate this Agreement, and the provisions of Section 9.3 will apply.

5.4. Excess Land Coverage. In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Real Property to Buyer, Buyer has agreed to retire 15,161 square feet of land coverage for the benefit of the Seller Retained Land to be used, in whole or in part, in connection with any project on the Seller Retained Land that requires land coverage to be mitigated in accordance with Applicable Laws. As a condition precedent to Seller’s obligation to proceed to the Close of Escrow, Buyer, at its sole cost and expense, shall record on title for the benefit of the Seller Retained Land the land mitigation described in this Section 5.4, which will be in the form attached hereto as Exhibit E (the “Excess Land Coverage Covenant”). Buyer represents and warrants that the Excess Land Coverage Covenant, upon its recordation on title for the benefit of the Seller Retained Land in connection with the Close of Escrow, will be satisfactory evidence of such mitigation under Applicable Laws, and will entitle Seller to take advantage of and apply such mitigation without the requirement to obtain any consents or approvals from any governmental authority or to purchase any mitigation from any person or entity. The representation and warranty set forth in the immediately preceding sentence will survive the Close of Escrow.

5.5. Open Space Easement. In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Real Property to Buyer, Buyer has agreed to enter into, and as a condition precedent to Seller’s obligation to proceed to the Close of Escrow, shall record on title for the Real Property in connection with the Close of Escrow an open space easement in the form attached hereto as Exhibit G (the “Open Space Easement”), which, among other things, memorializes Buyer’s obligation to maintain, at Buyer’s sole cost and expense, an approximately fourteen thousand (14,000) square feet area on the Real Property adjacent to the Seller Retained Land identified in the Open Space Easement as open green space in perpetuity in accordance with the terms and conditions of the Open Space Easement.

5.6. Signage. In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Real Property to Buyer, Buyer agrees to timely process an application from Seller for the construction of a new monument sign in a location consistent with the requirements of South Lake Tahoe City Code section 6.40.360 (the “New Monument Sign”).

All details of the New Monument Sign will be determined by Seller (e.g., size, specific location, content to be displayed, etc.), but will be subject to the prior approval of Buyer in accordance with Applicable Laws. All costs and expenses in connection with the design, construction, and installation of the New Monument Sign will be the responsibility of Seller. For the avoidance of doubt, all signage serving the Seller Retained Land in existence as of the Effective Date (including, specifically, the monument sign adjacent to the Seller Retained Land on Lake Tahoe Boulevard) will be permitted to remain after the Close of Escrow. Seller agrees to relinquish any signage rights 204
9 related to the Real Property as part of the Close of Escrow (the “Real Property Signage Rights”).

If, as of the Closing Date, final approval for the construction of the New Monument Sign has not been obtained, then such occurrence will be deemed to be an unsatisfied condition to Seller’s obligation to proceed to the Close of Escrow, Seller will be permitted to terminate this Agreement, and the provisions of Section 9.3 will apply.

6. SELLER’S AND BUYER’S DELIVERIES.

6.1. Seller’s Deliveries into Escrow. No less than one (1) business day prior to the Closing Date, Seller shall deliver into Escrow to the Escrow Holder the following:
(a) Deed. A grant deed in the form attached hereto as Exhibit C (the “Deed”), executed and acknowledged by Seller, conveying Seller’s title to the Real Property to the Buyer. (b) Open Space Easement. Two (2) originals of the Open Space Easement executed by Seller.
(c) Bill of Sale. Two (2) originals of the Bill of Sale substantially in the form attached hereto as Exhibit D (the “Bill of Sale”), executed by Seller. (d) State Law Disclosures. Such disclosures and reports as are required by Applicable Law in connection with the conveyance of the Real Property, if any. (e) FIRPTA. A Foreign Investment in Real Property Tax Act affidavit executed by Seller in the form attached hereto as Exhibit F. (f) Boundary Line Adjustment/New Monument Sign. Any other documents that the Parties mutually agree are necessary or desirable in order to effectuate the Boundary Line Adjustment or the construction of the New Monument Sign, if any.

6.2. Buyer’s Deliveries into Escrow. No less than one (1) business day prior to the Closing Date, Buyer shall deliver into Escrow to the Escrow Holder the following:
(a) Purchase Price. The Purchase Price, less the Deposit that is applied to the Purchase Price, plus or minus applicable escrow, title charges and closing costs set forth in Section 9.2, all in accordance with the Final Closing Statement, deposited by Buyer with the Escrow Holder in immediate, same-day federal funds wired for credit into the Escrow Account and deposited in the Escrow Account no later than 2:00 p.m. Pacific Time one (1) business day prior to the Closing Date.
(b) Bill of Sale. Two (2) originals of the Bill of Sale executed by Buyer. (c) Open Space Easement. Two (2) originals of the Open Space Easement executed by Buyer.
(d) Excess Land Coverage Covenant. Two (2) originals of the Excess Land Coverage Covenant, executed by Buyer.
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10 (e) Date-Down Certificate. A certificate of Buyer that the representations and warranties of Buyer set forth in Section 11 are true and correct in all material respects as of the Closing Date in a form reasonably satisfactory to Seller, executed by Buyer. (f) Boundary Line Adjustment/New Monument Sign. Any other documents that the Parties mutually agree are necessary or desirable in order to effectuate the Boundary Line Adjustment or the construction of the New Monument Sign, if any. (g) Additional Documents. Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement.

6.3. Closing Statements/Escrow Fees. Concurrently with the Close of Escrow, Seller and Buyer shall deposit with the Escrow Holder executed copies of the Final Closing Statement.

7. CONDITIONS TO BUYER’S AND SELLER’S OBLIGATIONS.

7.1. Conditions to Buyer’s Obligations. The Close of Escrow and Buyer’s obligation to consummate the transaction contemplated by this Agreement are subject to the satisfaction of the following conditions for Buyer’s benefit (or Buyer’s waiver thereof, it being agreed that Buyer may waive any or all of such conditions) on or prior to the Closing Date or on the dates designated below for the satisfaction of such conditions:
(a) As of the Closing Date, Seller shall have performed all obligations of Seller hereunder in all material respects and made all deliveries required to be made by Seller as of the Close of Escrow;
(b) There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened in writing against Seller that would materially and adversely affect Seller’s ability to perform its respective obligations under this Agreement; and (c) There shall exist no pending or threatened in writing action, suit or proceeding with respect to Seller before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transaction contemplated hereby.

7.2. Conditions to Seller’s Obligations. The Close of Escrow and Seller’s obligations to consummate the transaction contemplated by this Agreement are subject to the satisfaction of the following conditions for Seller’s benefit (or Seller’s waiver thereof, it being agreed that Seller may waive any or all of such conditions) on or prior to the Closing Date or the dates designated below for the satisfaction of such conditions:
(a) All of Buyer’s representations and warranties contained herein shall be true and correct in all material respects as of the Effective Date and as of the Closing Date; (b) As of the Closing Date, Buyer shall have performed all obligations of Buyer hereunder and made all deliveries required to be made by Buyer as of the Close of Escrow; 206
11 (c) There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened in writing against Buyer that would materially and adversely affect Buyer’s ability to perform its obligations under this Agreement; and (d) There shall exist no pending or threatened in writing action, suit or proceeding with respect to Buyer before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transaction contemplated hereby.

7.3. Failure of Conditions. Neither Party may rely on the failure of any of the conditions for the benefit of such Party set forth in Section 7.1, 7.2, or elsewhere in this Agreement if such failure was caused by such Party’s failure to act in good faith or to use its commercially reasonable efforts to cause the Close of Escrow to occur.

8. CLOSE OF ESCROW; POSSESSION.

8.1. Close of Escrow. The “Close of Escrow” shall mean and refer to Seller’s receipt of the Purchase Price and the other amounts due Seller in accordance with the provisions of Section 9.1(c). The Escrow and Buyer’s right to purchase the Real Property will terminate automatically if the Close of Escrow does not occur on or before 5:00 p.m. Pacific Time on the Closing Date, unless otherwise agreed by the Parties.

8.2. Possession. Sole and exclusive possession of the Real Property, subject only to the Permitted Exceptions, shall be delivered to Buyer on the Closing Date.

8.3. Closing Statements.
(a) Preliminary Closing Statement. As early as reasonably practicable before the Closing Date, but in no event later than two (2) business days before the Closing Date, Seller and Buyer shall coordinate with the Escrow Holder to prepare a draft settlement statement (the “Preliminary Closing Statement”) setting forth the Purchase Price as increased or decreased by the prorations provided in this Agreement, which shall be based on the Parties’ good faith estimates; provided that a proration against the Purchase Price in the amount of Seven Thousand One Hundred Dollars ($7,100) will be included, which reflects Seller’s agreed upon portion of the costs of certain survey work performed by Buyer prior to the Effective Date. (b) Final Closing Statement. Seller and Buyer shall coordinate with the Escrow Holder to update the Preliminary Closing Statement to more accurately set forth the prorations and adjustments provided in this Agreement as of the Closing Date. The updated Preliminary Closing Statement approved by Seller and Buyer will be the final closing statement executed by Seller and Buyer at the Close of Escrow (the “Final Closing Statement”). The Escrow Holder shall disburse amounts held by the Escrow Holder in connection with this Agreement in accordance with the Final Closing Statement. The prorations and adjustments set forth on the Final Closing Statement will be final as between the Parties, except to the extent any such items are re-adjusted after the Close of Escrow pursuant to this Agreement.

9. ESCROW.
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12 9.1. Closing. The escrow (the “Escrow”) for the consummation of this transaction shall be established with Escrow Holder at the address indicated in Section 1.1 by the deposit of a signed copy of this Agreement with Escrow Holder contemporaneously with the execution hereof. This Agreement shall constitute both an agreement among Buyer and Seller and escrow instructions for Escrow Holder. If Escrow Holder requires separate or additional escrow instructions which it deems necessary, Seller and Buyer hereby agree promptly upon request by Escrow Holder to execute and deliver to Escrow Holder such separate or additional escrow instructions (the “Additional Instructions”). In the event of any conflict or inconsistency between this Agreement and the Additional Instructions, this Agreement shall prevail and govern, and the Additional Instructions shall so provide. The Additional Instructions shall not modify or amend the provisions of this Agreement unless otherwise agreed to in writing by Seller and Buyer.

On the Closing Date, provided that the conditions set forth in Sections 7.1 and 7.2 and elsewhere in this Agreement have been satisfied or waived, Escrow Holder shall take the following actions in the order indicated below:
(a) With respect to all closing documents delivered to Escrow Holder hereunder, and to the extent necessary, Escrow Holder is authorized to insert into all blanks requiring the insertion of the date of the recordation of the Deed or such other date as Escrow Holder may be instructed in writing by Seller and Buyer; (b) Take any remaining steps to effectuate the Boundary Line Adjustment; (c) Record the Deed in the official records of the County in which the Real Property is located;
(d) Deliver to Seller in immediately available funds (i) the Purchase Price, plus or minus, as the case may be, the amounts determined in accordance with the provisions of Section 9.2, all in accordance with the Final Closing Statement and (ii) those items referred to in Section 6.2;
(e) Deliver to Seller and Buyer a conformed copy of the recorded Deed; (f) Deliver to Buyer those items referred to in Section 6.1; (g) Cause the Title Company to issue the Title Policy for the Real Property in accordance with the provisions of Section 4.2(c); and
(h) Deliver to Seller and Buyer the Final Closing Statement which has been certified by Escrow Holder to be true and correct.

9.2. Escrow and Title Charges.
(a) Upon the Close of Escrow, escrow, title charges, and other closing costs shall be allocated between Seller and Buyer as follows:
(i) Seller shall pay: (A) the premiums for the Title Policy, (B) all documentary transfer taxes payable in connection with the consummation of the transactions 208
13 contemplated by this Agreement; and (C) one-half (1/2) of any escrow fees or similar charges of Escrow Holder.
(ii) Buyer shall pay (A) the cost of recording the Deed, and (B) one-half (1/2) of any escrow fees or similar charges of Escrow Holder. If Buyer desires ALTA extended coverage for any Title Policy, Buyer shall pay the premiums and any additional costs (including any survey costs) for such coverage (additional to the premiums for standard coverage) and the cost of any endorsements to the Title Policy, if required by Buyer. (iii) Buyer shall pay all costs incurred in connection with Buyer’s obtaining any additional title report (or title commitment) or survey for the Real Property. (b) Except to the extent otherwise specifically provided herein, all other expenses incurred by Seller and Buyer with respect to the negotiation, documentation and closing of this transaction, including, without limitation, Buyer’s and Seller’s attorneys’ fees, shall be borne and paid by the Party incurring same.
(c) If the Close of Escrow does not occur by reason of Buyer’s or Seller’s default under this Agreement, then all escrow and title charges (including cancellation fees) shall be borne by the Party in default.

9.3. Procedures Upon Failure of Condition. Except as otherwise expressly provided herein, if any condition set forth in Section 7.1 or 7.2 or elsewhere in this Agreement is not timely satisfied or waived for any reason other than the default of Buyer or Seller in the performance of its respective obligations under this Agreement:
(a) This Agreement, the Escrow and the respective rights and obligations of Seller and Buyer hereunder, shall terminate (except for the rights and obligations arising pursuant to any provisions of this Agreement which by their terms shall survive a termination of this Agreement) at the written election of the Party for whose benefit such condition was imposed, which written election must be made upon the first to occur of (i) three (3) business days after the date such condition was to be satisfied, or (ii) the date the Close of Escrow was to occur, but in no event later than the Closing Date;
(b) Escrow Holder shall promptly return to Seller and Buyer all documents deposited by them respectively, which are then held by Escrow Holder; (c) In the event this Agreement is terminated by (i) Buyer in accordance with this Agreement due to the failure to occur of a condition for the benefit of Buyer, Escrow Holder shall promptly return to Buyer all funds of Buyer in its possession, including the Deposit and all interest accrued thereon, and (ii) Seller in accordance with this Agreement due to the failure to occur of a condition for the benefit of Seller, Escrow Holder will disburse to Seller the Deposit and all interest accrued thereon, and return any remaining funds of Buyer in its possession; and (d) Any escrow cancellation and title charges shall be borne by the nonterminating Party.

10. AS-IS CONDITION.
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14 As of the expiration of the Due Diligence Period, Buyer will have:

10.1. examined and inspected the Property and will be satisfied with the physical condition, quality, quantity, and state of repair of the Property in all respects, including, without limitation, the compliance of the Real Property with the Americans With Disabilities Act of 1990 Pub.L. 101-336, 104 Stat. 327 (1990), and any comparable local or state laws (collectively, the “ADA”) and by proceeding with this transaction following the expiration of the Due Diligence Period shall be deemed to have determined that the same is satisfactory to Buyer;

10.2. reviewed all instruments, records, and documents which Buyer deems appropriate or advisable to review in connection with this transaction, including without limitation, any and all architectural drawings, plans, specifications, surveys, building, and occupancy permits, and any licenses, leases, contracts, warranties and guarantees relating to the Real Property, and Buyer, by proceeding with this transaction following the expiration of the Due Diligence Period, shall be deemed to have determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer;

10.3. reviewed all Applicable Laws (including, but not limited to, those relating to building, zoning and land use) affecting the development, use, occupancy, or enjoyment of the Real Property, and Buyer, by proceeding with this transaction following the expiration of the Due Diligence Period, shall be deemed to have determined that the same are satisfactory to Buyer; and

10.4. at its own cost and expense, made its own independent investigation respecting the Property and all other aspects of this transaction, and shall have relied thereon and on the advice of its consultants in entering into this Agreement, and Buyer, by proceeding with this transaction following the expiration of the Due Diligence Period, shall be deemed to have determined that the same are satisfactory to Buyer.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRANSACTION

CONTEMPLATED IN THIS AGREEMENT IS MADE AND WILL BE MADE WITHOUT

REPRESENTATION, COVENANT, OR WARRANTY OF ANY KIND (WHETHER

EXPRESS, IMPLIED, OR, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STATUTORY) BY SELLER. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, BUYER AGREES TO ACCEPT THE PROPERTY ON AN “AS IS” AND “WHERE IS” BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTY, ALL OF WHICH SELLER HEREBY DISCLAIMS. NO WARRANTY OR

REPRESENTATION IS MADE BY SELLER AS TO FITNESS FOR ANY PARTICULAR

PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, CONDITION, OPERATION OR

INCOME, COMPLIANCE WITH DRAWINGS OR SPECIFICATIONS, ABSENCE OF

DEFECTS, ABSENCE OF HAZARDOUS OR TOXIC SUBSTANCES, ABSENCE OF

FAULTS, FLOODING, OR COMPLIANCE WITH APPLICABLE LAWS INCLUDING,

WITHOUT LIMITATION, THOSE RELATING TO HEALTH, SAFETY, AND THE ENVIRONMENT INCLUDING, WITHOUT LIMITATION, THE ADA. BUYER

ACKNOWLEDGES THAT BUYER HAS ENTERED INTO THIS AGREEMENT WITH THE

INTENTION OF MAKING AND RELYING UPON ITS OWN INVESTIGATION OF THE

PHYSICAL, ENVIRONMENTAL, ECONOMIC USE, COMPLIANCE, AND LEGAL

CONDITION OF THE PROPERTY AND THAT BUYER IS NOT NOW RELYING, AND WILL 210
15 NOT LATER RELY, UPON ANY REPRESENTATIONS AND WARRANTIES MADE BY

SELLER OR ANYONE ACTING OR CLAIMING TO ACT, BY, THROUGH OR UNDER OR ON SELLER’S BEHALF CONCERNING THE PROPERTY. ADDITIONALLY, BUYER AND SELLER HEREBY AGREE THAT, (A) BUYER IS TAKING THE PROPERTY “AS IS” WITH

ALL LATENT AND PATENT DEFECTS AND THERE IS NO WARRANTY BY SELLER

THAT THE PROPERTY IS FIT FOR A PARTICULAR PURPOSE, (B) BUYER IS SOLELY

RELYING UPON ITS EXAMINATION OF THE PROPERTY, AND (C) BUYER TAKES THE

PROPERTY UNDER THIS AGREEMENT UNDER THE EXPRESS UNDERSTANDING THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES.

WITH RESPECT TO THE FOLLOWING, BUYER FURTHER ACKNOWLEDGES AND

AGREES THAT SELLER SHALL NOT HAVE ANY LIABILITY, OBLIGATION, OR

RESPONSIBILITY OF ANY KIND AND THAT SELLER HAS MADE NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO:
(A) THE CONTENT OR ACCURACY OF ANY REPORT, STUDY, OPINION, OR

CONCLUSION OF ANY SOILS, TOXIC, ENVIRONMENTAL, OR OTHER

ENGINEER OR OTHER PERSON OR ENTITY WHO HAS EXAMINED THE PROPERTY OR ANY ASPECT THEREOF;
(B) THE CONTENT OR ACCURACY OF ANY OF THE ITEMS DELIVERED TO BUYER PURSUANT TO BUYER’S REVIEW OF THE CONDITION OF THE PROPERTY; OR
(C) THE CONTENT OR ACCURACY OF ANY PROJECTION, FINANCIAL, OR

MARKETING ANALYSIS OR OTHER INFORMATION GIVEN TO BUYER

BY SELLER OR REVIEWED BY BUYER WITH RESPECT TO THE
PROPERTY.

BUYER ALSO ACKNOWLEDGES THAT THE REAL PROPERTY MAY OR MAY NOT

CONTAIN ASBESTOS AND, IF THE REAL PROPERTY CONTAINS ASBESTOS, THAT

BUYER MAY OR MAY NOT BE REQUIRED TO REMEDIATE ANY ASBESTOS CONDITION IN ACCORDANCE WITH APPLICABLE LAW.

BUYER IS OR WILL BE AS OF THE CLOSE OF ESCROW, FAMILIAR WITH THE REAL PROPERTY AND ITS SUITABILITY FOR BUYER’S INTENDED USE. THE PROVISIONS OF THIS SECTION 10 SHALL SURVIVE INDEFINITELY ANY CLOSING OR

TERMINATION OF THIS AGREEMENT AND SHALL NOT BE MERGED INTO THE DOCUMENTS EXECUTED AT CLOSE OF ESCROW.

11. BUYER’S COVENANTS, REPRESENTATIONS, AND WARRANTIES; RELEASE; ERISA INDEMNIFICATION.

In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Real Property to Buyer, Buyer makes the following covenants, representations, and warranties:

11.1. Authority. Buyer has the legal right, power, and authority to enter into this 211
16 Agreement and to consummate the transactions contemplated hereby, and the execution, delivery and performance of this Agreement have been duly authorized and no other action by Buyer is requisite to the valid and binding execution, delivery and performance of this Agreement, except as otherwise expressly set forth herein. There is no agreement to which Buyer is a party or to Buyer’s knowledge binding on Buyer which is in conflict with this Agreement. Buyer is duly organized, validly existing, and in good standing under the State of California and is qualified to do business, with full power and authority to enter into and execute this Agreement, and to consummate the transactions contemplated hereby. The consummation of the transactions contemplated hereby and this Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization, or other similar laws affecting debtors’ and creditors’ rights generally and general equitable provisions. Neither the execution of this Agreement nor the performance by Buyer of its obligations hereunder will violate, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time, or both) a default under any Applicable Law.

11.2. Release. By proceeding with this transaction following the expiration of the Due Diligence Period, Buyer shall be deemed to have made its own independent investigation of the Property and the presence of Hazardous Materials on the Real Property as Buyer deems appropriate. Accordingly, Buyer, on behalf of itself and all of its officers, directors, shareholders, employees, representatives, and affiliated entities (collectively, the “Releasors”) hereby expressly waives and relinquishes any and all rights and remedies Releasors may now or hereafter have against Seller, its successors and assigns, partners, shareholders, officers, and/or directors and affiliated entities (the “Seller Parties”), whether known or unknown, which may arise from or be related to (a) the physical condition, quality, quantity, and state of repair of the Real Property and the prior management and operation of the Real Property, (b) the Real Property’s compliance or lack of compliance with any Applicable Laws, and (c) any past, present, or future presence or existence of Hazardous Materials on, under, or about the Real Property or with respect to any past, present, or future violation of any rules, regulations, or Applicable Laws, now or hereafter enacted, regulating or governing the use, handling, storage or disposal of Hazardous Materials, including, without limitation, (i) any and all rights and remedies Releasors may now or hereafter have under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.) (“CERCLA”), the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.), the Clean Water Act (33 U.S.C. Section 1251, et seq.), the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.), and the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), the California Hazardous Waste Control Law (California Health and Safety Code Section 25100, et seq.), the Porter-Cologne Water Quality Control Act (California Water Code Section 13000, et seq.), and the Safe Drinking Water and Toxic Enforcement Act of 1986 (California Health and Safety Code Section 25249.5, et seq.), all as amended, and any similar state, local or federal environmental law, rule or regulation, and (ii) any and all claims, whether known or unknown, now or hereafter existing, with respect to the Real Property under Section 107 of CERCLA (42 U.S.C.A. §9607). As used herein, the term “Hazardous Materials” means (A) any materials, substances, or wastes which are toxic, ignitable, corrosive, or reactive and which are regulated by any local governmental authority, or any agency of the United States government, (B) any other material, substance, or waste which is defined or regulated as hazardous or toxic pursuant to any Applicable Laws, including the laws, rules, 212
17 regulations or orders of the United States government, or any local governmental body, and (C) the following specific substances: asbestos, petroleum and petroleum based products, formaldehyde, polychlorinated biphenyls PCBs, and freon and other chlorofluorocarbons.

BUYER, ON BEHALF OF ITSELF AND THE OTHER RELEASORS, HEREBY

ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (“SECTION 1542”), WHICH IS SET FORTH BELOW:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE

CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR

AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR

HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

BUYER, ON BEHALF OF ITSELF AND THE OTHER RELEASORS, HEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE

MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER, ON

BEHALF OF ITSELF AND THE OTHER RELEASORS, HEREBY ASSUMES ALL RISK AND

LIABILITY RESULTING OR ARISING FROM, OR RELATING TO THE OWNERSHIP, USE,

CONDITION, LOCATION, MAINTENANCE, REPAIR, OR OPERATION OF, THE PROPERTY.

THE FOREGOING WAIVERS, RELEASES AND AGREEMENTS BY BUYER, ON

BEHALF OF ITSELF AND THE OTHER RELEASORS, SHALL SURVIVE THE CLOSE OF

ESCROW AND THE RECORDATION OF THE DEED AND SHALL NOT BE DEEMED MERGED INTO THE DEED UPON ITS RECORDATION.

11.3. ERISA. Buyer is not purchasing any of the Property with “plan assets” of an Employee Benefit Plan subject to Title I of the Employee Retirement Income Security Act of 1974 (as amended from time to time, the “Act,” and together with any regulation, rule or judicial or administrative case, order, or pronouncement arising under or connected with the Act, “ERISA”) or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”). Buyer shall take all actions reasonably requested by Seller for the purpose of ensuring, to Seller’s satisfaction, that the transactions contemplated herein will comply with ERISA and not result in an imposition of an excise tax under Section 4975 of the Code; such actions shall include, without limitation, the making of such further representations and warranties as Seller’s counsel reasonably deems necessary to ensure that neither this Agreement nor any of the transactions contemplated herein will violate ERISA or result in an imposition of an excise tax under Section 4975 of the Code. In the event that this Agreement, or any transaction or other action by Seller in connection herewith, shall be deemed to violate ERISA or result in an imposition of an excise tax under Section 4975 of the Code, Seller may immediately terminate this Agreement (without any liability to Seller) in accordance with, and subject to the terms and conditions of, Section 9.3 as if such termination arose from a failed condition under Section 9.3. 213
18 11.4. Terrorism Laws. Neither Buyer nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and their respective employees, officers, directors, representatives or agents, is a person or entity described by Section 1 of the Executive Order (No. 13,224) Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, 66 Fed. Reg. 49,079 (September 24, 2001), or engages in any dealings or transactions, and is not otherwise associated, with any such persons or entities or any Forbidden Entity (as hereafter defined). A “Forbidden Entity” is defined as (a) the governments of Cuba, Iran, North Korea, Myanmar, Syria and Sudan (each, a “Prohibited Country”) and any of their agencies, including but not limited to political units and subdivisions (each, a “Prohibited Government”); (b) any company that (i) is wholly or partially managed or controlled by a Prohibited Government, (ii) is established, organized under, or whose principal place of business is in any Prohibited Country, (iii) has failed to submit an affidavit following request therefor averring that it does not own or control any property or asset in and has not and does not transact business with any Prohibited Country; and (iv) any publicly traded company identified by an independent researcher specializing in global security as (A) owning or controlling property or assets or having employees or facilities located in, (B) providing goods or services to or obtaining goods or services from, (C) having distribution agreements with, issuing credits or loans to or purchasing bonds or commercial paper issued by, or (D) investing in any Prohibited Country or any company domiciled in any Prohibited Country. For purposes of this Section 11.4, a “company” is any entity whether publicly traded or privately owned capable of affecting commerce, including but not limited to, a government, government agency, natural person, legal person, sole proprietorship, partnership, firm, corporation, subsidiary, affiliate, franchisor, franchisee, joint venture, trade association, financial institution, utility, public franchise, provider of financial services, trust, or enterprise and any association thereof.

12. DEFAULT AND DAMAGES.

12.1. DEFAULT BY BUYER. BUYER AND SELLER HEREBY ACKNOWLEDGE

AND AGREE THAT, IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE

TO A BUYER DEFAULT, SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH

WILL, DUE TO THE SPECIAL NATURE OF THE TRANSACTION CONTEMPLATED BY

THIS AGREEMENT AND THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH

PRECEDED THIS AGREEMENT, BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON

THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF

ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE

SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND SELLER, AFTER REASONABLE ENDEAVORS AND

DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF

DAMAGES TO BE INCURRED BY SELLER IN THE EVENT OF A DEFAULT BY BUYER

ARE DIFFICULT TO ESTIMATE AS OF THE EFFECTIVE DATE AND AS SUCH THE

AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE

DAMAGES WHICH SELLER WILL SUSTAIN IN THE EVENT OF SUCH BUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, IN THE EVENT

THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, TERMINATE

THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER,

CANCEL THE ESCROW AND RECEIVE OR RETAIN (IF SELLER ALREADY HOLDS THE 214
19 DEPOSIT) THE DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW HOLDER SHALL

IMMEDIATELY DELIVER (UNLESS IT HAS ALREADY DONE SO) THE DEPOSIT TO SELLER. SUCH RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTION 3275 OR SECTION 3369 OF THE CALIFORNIA CIVIL CODE, OR ANY SIMILAR PROVISION.

NOTHING IN THIS SECTION 12.1 SHALL IMPAIR OR LIMIT THE

EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTIONS 4.3(A) AND 13. SELLER AND BUYER

ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 12.1 AND AGREE TO BE BOUND BY ITS TERMS.

12.2. Default by Seller. If (a) Seller fails to complete the sale of the Property in accordance with this Agreement at the Close of Escrow (with all of the conditions to Seller’s obligations to close having been satisfied or waived), or (b) there is a material breach or material default by Seller in the performance of any of its obligations under this Agreement that is not cured by Seller within five (5) business days after the delivery of written notice thereof from Buyer to Seller, then in either case, Buyer’s sole and exclusive remedy shall be to terminate this Agreement and receive the return by the Escrow Holder to Buyer of the Deposit. Buyer hereby expressly waives the right to any additional rights or remedies on account of the occurrences described in clauses (a) and (b) above, to the greatest extent permitted by Applicable Law. This Agreement confers no present right, title, or interest in the Property to Buyer and Buyer agrees not to file a lis pendens or other similar notice against the Real Property.

13. BROKERS’ COMMISSIONS.

Except for, CBRE, Inc., Seller’s broker, who may become entitled to a commission upon the Close of Escrow pursuant to separate agreements, neither Party has had any contact or dealing regarding the Real Property, or any communication in connection with the subject matter of this transaction, through any licensed real estate broker or other person who can claim a right to a commission or finder’s fee as a procuring cause of the sale contemplated herein. In the event that any other broker or finder perfects a claim for a commission or finder’s fee, the Party responsible for the contact or communication on which the broker or finder perfected such claim shall indemnify, hold harmless, and defend the other Party from said claim and all costs and expenses (including reasonable attorneys’ fees) incurred by the other Party in defending against the same.

The provisions of this Section 13 shall survive the Close of Escrow or the earlier termination of this Agreement. Seller will advise Escrow Holder as to the portion of the broker commissions, if any, that are to be deducted from the Purchase Price payable to Seller at the Close of Escrow.

14. MISCELLANEOUS PROVISIONS.

14.1. Notices. All written notices or demands of any kind which either Party may be required or may desire to serve on the other Party in connection with this Agreement shall be (a) served by personal service, (b) sent by registered or certified mail, (c) sent by recognized overnight courier service, or (d) sent by electronic mail. Any such notice or demand so to be served 215
20 by registered or certified mail, recognized overnight courier service or electronic mail shall be delivered with all applicable delivery charges thereon fully prepaid and, if the Party so to be served be Buyer, addressed to Buyer as follows:

City Manager
City of South Lake Tahoe
1901 Lisa Maloff Way
South Lake Tahoe, CA 96150
Email: [email protected]
With a copy to:

City Attorney
City of South Lake Tahoe
1901 Lisa Maloff Way, Suite 301
South Lake Tahoe, CA 96150
Email: [email protected]
and, if the Party so to be served be Seller, addressed to Seller as follows:

BMO Bank N.A.

Attn: Procurement – Property Administration
P.O. Box 755
Chicago, IL 60690
Email: [email protected]
With a copy to:

BMO Transaction Management’s General Email:

Email: [email protected]
and, if the Party to be served be Escrow Holder, to the address set forth in Section 1.1(c).

Service of any such notice or demand so made by personal delivery, registered or certified mail, recognized overnight courier or electronic mail shall be deemed complete on the date of actual delivery (provided that a copy of such notice or demand delivered by electronic mail is also delivered by any of the other methods provided above within one (1) business day following receipt of such electronic mail), as applicable, or at the expiration of the third (3rd) business day after the date of dispatch, whichever is earlier in time. Either Party may from time to time, by notice in writing served upon the other Party in accordance with this Section 14.1, designate a different mailing address to which or a different person to whose attention all such notices or demands are thereafter to be addressed. Any notice or demand may be given either by a Party or by such Party’s attorney.

14.2. Assignment; Binding on Successors and Assigns. Buyer shall not assign, transfer, or convey its rights or obligations under this Agreement or with respect to the Property without the prior written consent of Seller, which consent Seller may withhold in its sole and absolute 216
21 discretion. Any attempted assignment without the prior written consent of Seller shall be void and Buyer shall be deemed in default hereunder. Any permitted assignment shall not relieve Buyer from its liability under this Agreement. Subject to the foregoing, and except as provided to the contrary herein, the terms, covenants, conditions and warranties contained herein and the powers granted hereby shall inure to the benefit of and bind all Parties hereto and their respective heirs, executors, administrators, successors, and assigns, and all subsequent owners of the Property.

Notwithstanding anything in this Section 14.2 to the contrary, Buyer shall have the right, without Seller’s prior written approval but upon prior written notice to Seller, to assign this Agreement to an affiliate entity of Buyer wholly owned and controlled by Buyer. In the event of a permitted assignment pursuant to the preceding sentence, the permitted assignee shall assume in writing all of Buyer’s obligations hereunder pursuant to an assignment and assumption agreement in form and content acceptable to Seller, Seller shall receive an original of such assignment and assumption agreement signed by Buyer and the permitted assignee, and Buyer shall remain liable jointly and severally with the permitted assignee for all obligations and indemnifications hereunder notwithstanding such assignment.

14.3. Further Assurances. In addition to the acts and deeds recited herein and contemplated to be performed, executed or delivered by Seller or Buyer, Seller and Buyer hereby agree to perform, execute and deliver, or cause to be performed, executed and delivered, on the Closing Date or thereafter any and all such further acts, deeds and assurances as Buyer or Seller, as the case may be, may reasonably require in order to consummate fully the transactions contemplated hereunder.

14.4. Intentionally Deleted.

14.5. Survival. Except as otherwise expressly set forth or limited herein, the covenants, representations, warranties and agreements contained in this Agreement shall not survive the Close of Escrow or the termination of this Agreement. Notwithstanding anything stated to the contrary in this Agreement, (i) the indemnification provisions of Section 4.3(a) (Inspections in General) and Section 13 (Brokers’ Commissions); (ii) the provisions of Section 4.4 (Confidentiality), Section 10 (As-Is Condition), Section 11.2 (Release), Section 11.3 (ERISA), Section 11.4 (Terrorism Laws), Section 12.1 (Default by Buyer), Section 12.2 (Default by Seller), Section 14.7 (Governing Law), Section 14.15 (Procedure for Indemnity), Section 14.17 (Dispute Resolution; Waiver of Jury Trial), Section 14.18 (No Personal Liability), Section 14.20 (No Recordation), and Section 14.21 (Waiver of Defenses); and (iii) Buyer’s obligation to pay all escrow and title fees or similar charges of Escrow Holder and Title Company incurred in connection with the transactions described herein as set forth in Section 4.2(b) (Title Review and Cure) and Section 4.3(c) (Termination During Due Diligence Period), along with any other terms or conditions which expressly or by their nature are intended to survive the termination of this Agreement or the Close of Escrow, shall survive the termination of this Agreement or the Close of Escrow without limitation, and shall not be merged with the recording of the Deed.

14.6. Entire Agreement. This Agreement contains the entire agreement and understanding of the Parties in respect to the subject matter hereof, and the Parties intend for the literal words of this Agreement to govern and for all prior negotiations, drafts, and other extrinsic communications, whether oral or written, to have no significance or evidentiary effect. The Parties further intend that neither this Agreement nor any of its provisions may be changed, amended, 217
22 discharged, waived, or otherwise modified except only by an instrument in writing duly executed by the Parties. The Parties fully understand and acknowledge the importance of the foregoing sentence and are aware that Applicable Laws may permit subsequent oral modification of a contract notwithstanding contract language which requires that any such modification be in writing; but Buyer and Seller fully and expressly intend that the foregoing requirements as to a writing be strictly adhered to and strictly interpreted and enforced by any court which may be asked to decide the question. Each Party acknowledges that this Agreement accurately reflects the agreements and understandings of the Parties with respect to the subject matter hereof and hereby waive any claim against the other Party which such Party may now have or may hereafter acquire to the effect that the actual agreements and understandings of the Parties with respect to the subject matter hereof may not be accurately set forth in this Agreement.

14.7. Governing Law. This Agreement shall be governed by the laws of the State of California, without regard to its conflict-of-laws provisions or the conflicts-of-laws provisions of any other jurisdiction.

14.8. Counterparts. This Agreement may be executed in one or more copies or counterparts, each of which when signed shall be an original, but all of which together shall constitute one Agreement. This Agreement may be in the form of an Electronic Record and may be executed using Electronic Signatures (including manually executed paper documents that are sent by facsimile, .pdf, or other electronic means), which shall be considered an original and shall have the same legal effect, validity and enforceability as an original paper record. For purposes hereof, each of the terms “Electronic Record” and “Electronic Signature” has the respective meaning assigned to it in 15 USC §7006 (as the same may be amended from time to time).

14.9. Headings; Construction. The various headings of this Agreement are included for convenience only and shall not affect the meaning or interpretation of this Agreement or any provision hereof. When the context and construction so require, all words used in the singular herein shall be deemed to have been used in the plural and the masculine shall include the feminine and the neuter and vice versa. The use in this Agreement of the term “including” and related terms such as “include” shall in all cases mean “without limitation.” All references to “days” in this Agreement shall be construed to mean calendar days unless otherwise expressly provided and all references to “business days” shall be construed to mean days on which California state chartered banks are open for business.

14.10. Time of Essence. Seller and Buyer hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation, and provision hereof.

14.11. Partial Validity; Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by Applicable Law.

14.12. No Third-Party Beneficiaries. This Agreement is for the sole and exclusive 218
23 benefit of the Parties and their respective permitted successors and assigns, and no third party is intended to, or shall have, any rights hereunder.

14.13. Joint Product of Parties. This Agreement is the result of arms-length negotiations between Seller and Buyer and their respective attorneys. Accordingly, neither Party shall be deemed to be the author of this Agreement and this Agreement shall not be construed accordingly against either Party.

14.14. Calculation of Time Periods. Unless otherwise specified, in computing any period of time described herein, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included at, unless such last day is a Saturday, Sunday, or a national legal holiday, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday, or legal holiday. Unless otherwise expressly provided herein, the last day of any period of time described herein shall be deemed to end at 5:00 p.m. Pacific Time.

14.15. Procedure for Indemnity. The following provisions govern actions for indemnity under this Agreement. Promptly after receipt by an indemnitee of notice of any claim for which the indemnitee is entitled to indemnification under this Agreement, the indemnitee may deliver to the indemnitor written notice thereof and, promptly after the receipt of such written notice, the indemnitor will assume the defense of such claim. The failure of indemnitee to deliver written notice to the indemnitor within a reasonable time after indemnitee receives notice of any such claim shall relieve such indemnitor of any liability to the indemnitee under this indemnity only if and to the extent that such failure is prejudicial to its ability to defend such action. If the indemnitor does not promptly assume the defense of the applicable claim, the indemnitee may settle or compromise such claim on such terms as the indemnitee may reasonably deem appropriate, and the indemnitor will reimburse the indemnitee for the cost of such settlement, including attorneys’ fees. The indemnitee shall have the right to participate in such claim at its sole cost and expense.

An indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnitor, if the indemnitee reasonably believes that representation of such indemnitee by the counsel retained by the indemnitor would be inappropriate due to actual or potential differing interests between such indemnitee and any other party represented by such counsel in such proceeding. If an indemnitee settles a claim without the prior written consent of the indemnitor, then the indemnitor shall be released from liability with respect to such claim unless the indemnitor has unreasonably withheld such consent.

14.16. Waiver of CC Section 1662. Seller and Buyer each expressly waive the provisions of California Civil Code Section 1662 and hereby agree that the provisions of Section 5.2 shall govern their obligations in the event of damage or destruction to the Real Property or condemnation of all or part of the Real Property

14.17. Dispute Resolution. If there is any dispute related to or arising out of this Agreement or the interpretation of the terms of this Agreement (a “Dispute”), the Parties will attempt in good faith to resolve such Dispute by informal negotiation for a period of not less than thirty (30) days. If, after thirty (30) days of good-faith informal negotiations, the Parties have been unable to resolve the Dispute, then either Party may submit such Dispute to nonbinding confidential mediation for a period of not less than thirty (30) days by providing written notice 219
24 thereof to the other Party (the “Mediation Notice”). If the Parties cannot agree on a mediator within ten (10) Business Days after the delivery of a Mediation Notice, then, at the written request of either Party, the International Institute for Conflict Prevention and Resolution (or any other entity mutually agreed upon by the Parties) will designate the mediator. If, after thirty (30) days of nonbinding confidential mediation, the Parties have been unable to resolve the Dispute, the Parties agree to the exclusive jurisdiction of the state courts located in El Dorado County, California for the resolution of such Dispute. In furtherance of the foregoing, each Party hereby knowingly and voluntarily waives any rights to a trial by jury in any Dispute or any other matter whatsoever arising out of or in any way connected with this Agreement or any document or instrument delivered in connection with this Agreement or the relationship of the Parties under this Agreement.

14.18. No Personal Liability. Notwithstanding anything stated to the contrary herein, Seller’s liability under this Agreement shall be limited to Seller’s interest in the Property. Neither Seller, Buyer, Seller’s or Buyer’s constituent partners, Seller’s or Buyer’s asset manager, nor Seller’s or Buyer’s directors, employees or agents shall have any personal liability hereunder.

Notwithstanding anything to the contrary in this Agreement, in no event will a Party be liable to the other Party for any consequential, special, indirect, incidental, punitive, exemplary, or similar damages (e.g., damages for loss of use, business, or profit), unless, and then solely to the extent, such damages are required to be paid to a third party with respect to a third-party claim.

14.19. Reporting Person. Buyer and Seller hereby designate Title Company as the “reporting person” pursuant to the provisions of Section 6045(e) of the Internal Revenue Code of 1986, as amended.

14.20. No Recordation. Without the prior written consent of Seller, there shall be no recordation of either this Agreement or any memorandum hereof, or any affidavit pertaining hereto, and any such recordation of this Agreement or memorandum hereof by Buyer without the prior written consent of Seller shall constitute a default hereunder by Buyer, whereupon this Agreement shall, at the option of Seller, terminate and be of no further force and effect and the Deposit hereunder shall be immediately delivered to Seller, whereupon the Parties shall have no further duties or obligations one to the other, except as otherwise expressly provided herein.

Notwithstanding any such termination, Buyer shall be obligated to execute an instrument in recordable form releasing this Agreement, and Buyer’s obligations pursuant to this Section 14.20 shall survive any termination of this Agreement as a surviving obligation.

14.21. Waiver of Defenses. By execution of this Agreement, Buyer expressly waives or abrogates, to the fullest extent permitted by Applicable Law, any defense to any legal action that may be brought by Seller in connection with this Agreement or the transactions contemplated by this Agreement based on sovereign immunity or any similar or related defense.

14.22. Drafts Not an Offer to Enter into a Legally Binding Contract. The Parties agree that the submission of a draft of this Agreement by one Party to another is not intended by either Party to be an offer to enter into a legally binding contract with respect to the purchase and sale of the Property. The Parties shall be legally bound with respect to the purchase and sale of the Property pursuant to the terms of this Agreement only if and when both Seller and Buyer have fully executed and delivered to each other a counterpart of this Agreement. 220
25 [SIGNATURE PAGE FOLLOWS]
221
[Signature Page to Purchase and Sale Agreement and Escrow Instructions] IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

BUYER:

CITY OF SOUTH LAKE TAHOE, a
political subdivision of the State of
California
By: _______________________
Name: Tamara Wallace
Its: Mayor

APPROVED AS TO FORM
By: _______________________
Name: Heather L. Stroud
Its: City Attorney
SELLER:

BMO BANK N.A., a national banking
association, successor-in-interest to BANK
OF THE WEST, a California banking
corporation
By:_______________________
Name: Michael Curley
Its: Senior Manager, Transactions &
Strategic Initiatives
By:_______________________
Name: Grant Harris
Its: Director, U.S. Transactions & Strategic
Initiatives
AGREED TO AS TO PROVISIONS RELATING TO ESCROW HOLDER:

ESCROW HOLDER:

By:_______________________
Name: Rene Moody
Its: Escrow Officer
222
List of Exhibits

LIST OF EXHIBITS
EXHIBIT A -- Description of Real Property
EXHIBIT B -- Description of Seller Retained Land
EXHIBIT C -- Form of Grant Deed
EXHIBIT D -- Form of Bill of Sale
EXHIBIT E -- Excess Land Coverage Covenant
EXHIBIT F -- Form of FIRPTA Affidavit
EXHIBIT G -- Form of Open Space Easement
223
Exhibit A

EXHIBIT A
Description of Real Property
That parcel identified as Parcel Nos. 4&5, Bk. 2396 / OR / 607, and identified as El Dorado County Assessor Parcel Number 023-201-072 and consisting of approximately 22,572 square feet,
and the parcel described below:
224
Exhibit B

EXHIBIT B
Description of Seller Retained Land
225
Exhibit C
Exhibit C
Form of Deed
226
RECORDING REQUESTED BY:

City of South Lake Tahoe
1052 Tata Lane
South Lake Tahoe, CA 96150
WHEN RECORDED MAIL TO:

City of South Lake Tahoe
1901 Lisa Maloff Way, Suite 300
South Lake Tahoe, CA 96150
Attn: Heather Stroud, City Attorney
Assessor's Parcel Number(s): ____________ THIS SPACE ABOVE FOR RECORDER’S USE

GRANT DEED
The undersigned Grantor hereby declares:

DOCUMENTARY TRANSFER TAX: County $[____] and City $[_____] ( ) computed on full value of property conveyed, or
( ) computed on full value less value of liens and encumbrances remaining at time of sale. ( ) Unincorporated area: ________or ( ) City of South Lake Tahoe, and ( ) There is no Documentary Transfer Tax due (state reason and give Code § or Ordinance Number): .

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, BMO BANK N.A., a national banking association, successor-in-interest to BANK OF THE WEST, a California banking corporation (“Grantor”), hereby grants to the CITY OF SOUTH LAKE TAHOE, a California municipal corporation (“Grantee”), that certain real property situated in El Dorado County, California, described on Exhibit A attached hereto and by this reference incorporated herein and subject specifically to those items listed on Exhibit B attached hereto.

EXECUTED as of this ________________, 2025.
[signature page follows]
227
[Signature Page to Grant Deed]
GRANTOR:

BMO BANK N.A., a national banking association,
By:_______________________
Name: Michael Curley
Its: Senior Manager, Transactions & Strategic Initiatives By:_______________________
Name: Grant Harris
Its: Director, U.S. Transactions & Strategic Initiatives

228
[Signature Page to Grant Deed]
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature

229
[Signature Page to Grant Deed]
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
230
Exhibit A to Grant Deed

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY
That parcel identified as Parcel Nos. 4&5, Bk. 2396 / OR / 607, and identified as El Dorado County Assessor Parcel Number 023-201-072 and consisting of approximately 22,572 square feet,
and the parcel described below:
231
Exhibit B to Grant Deed

EXHIBIT B

PERMITTED ENCUMBRANCES
[To be added]
232
Exhibit D

EXHIBIT D
Form of Bill of Sale
[See attached]
233
1 BILL OF SALE
This Bill of Sale (this “Assignment”) is executed and delivered as of _______________, 2025 pursuant to that certain Purchase and Sale Agreement and Escrow Instructions (the “Agreement”) dated _______________, 2025, by and between the CITY OF SOUTH LAKE TAHOE, a political subdivision of the State of California (“Buyer”), and BMO Bank N.A., a national banking association (“Seller”), covering the real property described in Exhibit A attached hereto (“Property”).

1. Sale of Personalty. For good and valuable consideration, Seller hereby sells, transfers, sets over, and conveys to Buyer the following (the “Intangible Property”):
(a) Intangible Property. All the right, title, and interest of Seller, if any, in and to assignable licenses and permits relating to the operation of the Property, assignable guaranties and warranties from any contractor, manufacturer, or other person in connection with the construction or operation of the Property, and the right to use the name of the Property (if any), but specifically excluding any right, title, or interest of Seller in any trademarks, service marks, and trade names of Seller and with reservation by Seller to use such name in connection with other property owned by Seller in the vicinity of the Property.

2. Agreement Applies. The Intangible Property is being transferred to Buyer on an “as is,” and “where is” basis, with all faults, and without any representation or warranty, all of which Seller hereby disclaims, all as more particularly set forth in Section 10 of the Agreement, which Section 10 shall be, and hereby is, incorporated herein by reference.

3. Counterparts. This Assignment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but an of which together shall constitute one and the same instrument, with the same effect as if all parties had signed the same signature page.

4. Merger. This Assignment contains the entire understanding between the parties relating to its subject matter. All prior and contemporaneous agreements and understandings, whether oral or written, are superseded by this Assignment. This Assignment may only be modified in writing executed by both Buyer and Seller. Nothing contained in this Assignment is intended to terminate or affect the validity of any of the representations or warranties contained in the Agreement.

5. Miscellaneous. This Assignment shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, executors, administrators, successors-in-interest, and assigns. If any term or provision of this Assignment shall be held invalid or unenforceable, the remainder of this Assignment shall not be affected. This Assignment shall be construed in accordance with and governed by the laws of the State of California without regard to its conflictof-laws provisions or the conflicts-of-laws provisions of any other jurisdiction. Nothing in this Assignment shall impair, limit, or lessen any of the rights of the parties with respect to the provisions of the Agreement which were intended to survive the Close of Escrow or the earlier termination of the Agreement. Nothing in this Assignment, express or implied, is intended to confer upon any person or entity, other than the parties hereto and their respective successors and assigns, any rights or remedies.
234
2 IN WITNESS WHEREOF, the undersigned have caused this Assignment to be executed as of the date first written above.

BUYER:

CITY OF SOUTH LAKE TAHOE, a
political subdivision of the State of
California
By: _______________________
Name:

Its:

APPROVED AS TO FORM
By: _______________________
Name: Heather L. Stroud
Its: City Attorney
SELLER:

BMO BANK N.A., a national banking
association, successor-in-interest to BANK
OF THE WEST, a California banking
corporation
By:_______________________
Name: Michael Curley
Its: Senior Manager, Transactions &
Strategic Initiatives
By:_______________________
Name: Grant Harris
Its: Director, U.S. Transactions & Strategic
Initiatives
235
Exhibit A to Bill of Sale
EXHIBIT A to Bill of Sale
Description of Property
That parcel identified as Parcel Nos. 4&5, Bk. 2396 / OR / 607, and identified as El Dorado County Assessor Parcel Number 023-201-072 and consisting of approximately 22,572 square feet,
and the parcel described below:
236
Exhibit E

EXHIBIT E
Form of Excess Land Coverage Covenant
[Attached]
237
RECORDING REQUESTED BY:

City of South Lake Tahoe
1052 Tata Lane
South Lake Tahoe, CA 96150
WHEN RECORDED MAIL TO:

City of South Lake Tahoe
1901 Lisa Maloff Way, Suite 300
South Lake Tahoe, CA 96150
Attn: Heather Stroud, City Attorney

EXCESS LAND COVERAGE COVENANT
TO BE RECORDED AGAINST APNs: 032-151-015, 032-312-001, and [_________________] This Covenant is made this ___ day of _______ by the City of South Lake Tahoe (hereinafter “City”) and BMO Bank N.A. (hereinafter “BMO”).

RECITALS

1. BMO is the owner of certain real property located in El Dorado County, State of California, described as follows (“BMO Property”):

2. The City is the owner of certain real property located in El Dorado County, State of California, described as follows (“City Property”)
238
Excess Land Coverage Covenant
APNs 032-151-015, 032-312-001, and [______________]
BMO Bank N.A., and the City of South Lake Tahoe

ALL THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 9, TOWNSHIP 12 NORTH, RANGE 18 EAST M.D.B.&M., MORE PARTICULARY DESCRIBED AS FOLLOWS:

COMMENCING AT THE MOST WETERLY CORNER OF PROPERTY HEREIN DESCRIBED, A POINT IN THE

NORTHEASTERLY LINE OF TALLAC AVENUE AND SAID POINT BEING IDENTICAL WITH THE MOST SOUTHERLY CORNER OF LOT 38, BLOCK 1 OF W.D. BARTON TRACT AS SAID LOT AND BLOCK ARE DESIGNATED AND NUMBERED ON THE OFFICIAL MAP OF SAID W.D. BARTON TRACT FILED IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF EL DORADO, STATE OF CALIFORNIA, ON JULY 31, 1946 IN MAP BOOK “A” AT PAGE 48; THENCE FROM POINT OF BEGINNING AND ALONG THE NORTHWESTERLY LINE OF TALLAC AVENUE SOUTH 26° 20’ EAST 209 FEET; THENCE LEAVING SAID TALLACE AVENUE AND ALONG THE NORTHEASTERLY LINE OF LOT 36 OF SAID W.D. BARTON TRACT NORTH 63° 40’ EAST 209 FEET; THENCE 26° 20’ WEST 209 FEET TO THE MOST EASTERLY CORNER OF SAID LOT 38 OF BLOCK 1 OF SAID W.D. BARTON TRACT; THENCE ALONG THE SOUTHEASTERLY LINE OF LOT 38, SOUTH 63° 40’ WEST 209 FEET TO THE POINT OF BEGINNING
APN: 032-151-015
AND
LOTS 7 and 8 as shown upon that certain Map entitled “TAHOE VALLEY CENTER UNIT NO. #2”, filed in the Office of the County Recorder of El Dorado County, State of California, on November 21st, 1962, in Map Book “C”, at page 108.

APN: 032-312-001

3. The BMO Property and City Property are located in the Tahoe Region as described in the Tahoe Regional Planning Compact (P.L. 96-551, Stat. 3233, 1980), which region is subject to the regional plan and the ordinances adopted by the Tahoe Regional Planning Agency (hereafter “TRPA”) pursuant to the Tahoe Regional Planning Compact.

DECLARATIONS

1. BMO received approval from the City on ___________ and from TRPA on _____________ for a boundary line adjustment that reconfigured the BMO Property.

2. The City hereby declares that, for the purpose of satisfying the requirements of TRPA Code of Ordinances Chapter 30, Land Coverage, the City shall mitigate excess land coverage on the BMO Property identified herein pursuant to the excess land coverage mitigation requirements of the TRPA Code of Ordinances, and BMO hereby agrees to such mitigation.

3. The City hereby retires 15,161 square feet of land coverage from the City Property (14,605 square feet from APN 032-151-015 and 556 square feet from APN 032-312-001) for the benefit of the BMO Property in connection with any project on the BMO Property that results in the requirement to mitigate existing excess land coverage.
239
Excess Land Coverage Covenant
APNs 032-151-015, 032-312-001, and [______________]
BMO Bank N.A., and the City of South Lake Tahoe

4. This Covenent shall be deemed to run with the land, or an equitable servitude, as the case may be, and shall be binding on the City and all persons acquiring or owning any interest in the City Property or the BMO Property.

5. This Covenant may not be modified or revoked without the prior express written and recorded consent of the City or its successor agency, if any, and BMO or all persons acquiring or owning any interest in the BMO Property.

APPROVED AS TO FORM:

CITY OF SOUTH LAKE TAHOE

By: _________________________________________ Date: __________________________________ Heather Stroud, City Attorney

240
Excess Land Coverage Covenant
APNs 032-151-015, 032-312-001, and [______________]
BMO Bank N.A., and the City of South Lake Tahoe

IN WITNESS WHEREOF, Declarants have executed this Deed Restriction this the day and year written above.

Declarant’s Signature:
__________________________________ Dated: ______________________ Joseph D. Irvin
City Manager
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF )
) SS.

COUNTY OF )
On ______________________ before me, ______________________________________ a Notary Public, personally appeared ____________________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of ________________ that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: ___________________________________ (Seal)
Name: ______________________________________
(typed or printed)

241
Excess Land Coverage Covenant
APNs 032-151-015, 032-312-001, and [______________]
BMO Bank N.A., and the City of South Lake Tahoe

Declarant’s Signature:
__________________________________ Dated: ______________________ Michael Curley
BMO Bank N.A.

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF )
) SS.

COUNTY OF )
On ______________________ before me, ______________________________________ a Notary Public, personally appeared ____________________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of ________________ that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: ___________________________________ (Seal)
Name: ______________________________________
(typed or printed)

242
Excess Land Coverage Covenant
APNs 032-151-015, 032-312-001, and [______________]
BMO Bank N.A., and the City of South Lake Tahoe

Declarant’s Signature:
__________________________________ Dated: ______________________ Grant Harris
BMO Bank N.A.

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF )
) SS.

COUNTY OF )
On ______________________ before me, ______________________________________ a Notary Public, personally appeared ____________________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of ________________ that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: ___________________________________ (Seal)
Name: ______________________________________
243
Exhibit F

EXHIBIT F
Form of FIRPTA Affidavit
[Attached]
244
SELLER’S FIRPTA AFFIDAVIT
To inform the CITY OF SOUTH LAKE TAHOE, a political subdivision of the State of California (the “Transferee”) that withholding of tax under Section 1445 of the Internal Revenue Code of 1986, as amended (“Code”) will not be required by BMO Bank N.A., a national banking association, successor-in-interest to Bank of the West, a California banking corporation (the “Transferor”), the undersigned hereby certifies the following on behalf of the Transferor:

1. The Transferor is not a foreign corporation, foreign partnership, foreign trust, foreign estate or foreign person (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder).

2. The Transferor’s U.S. employer or tax (social security) identification number is 36- 2085229
The Transferor understands that this Certification may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalty of perjury I declare that I have examined this Certification and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have authority to sign this Certification on behalf of the Transferor.

TRANSFEROR:

BMO BANK N.A., a national banking
association, successor-in-interest to BANK
OF THE WEST, a California banking
corporation
By:_______________________
Name: Grant Harris
Its: Director, U.S. Transactions & Strategic
Initiatives
245
Exhibit G

EXHIBIT G
Form of Open Space Easement
[Attached]
246
-1-

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

ArentFox Schiff LLP
44 Montgomery Street, 38th Floor
San Francisco, California 94104
Attention: Zak D. Welsh
THIS SPACE ABOVE FOR RECORDER’S USE

OPEN SPACE EASEMENT AGREEMENT
This OPEN SPACE EASEMENT AGREEMENT (this “Agreement”) is entered into on _____________________, 2025 (the “Effective Date”) by and between (a) BMO BANK N.A., a national banking association, successor-in-interest to BANK OF THE WEST, a California banking corporation (“BMO”) and (b) the CITY OF SOUTH LAKE TAHOE, a California municipal corporation (“City”). BMO and City are each referred to as a “Party” and collectively as the “Parties.”

RECITALS
A. BMO and City have entered into that certain Purchase and Sale Agreement and Escrow Instructions between BMO, as seller, and City, as buyer dated as of _______________, 2025 (the “Purchase Agreement”) pursuant to which, among other things, a boundary line adjustment will be processed which will result in BMO owning an approximately 80,507 square foot parcel of real property described on Exhibit A (the “BMO Parcel”) and City owning an approximately 50,536 square foot parcel of real property described on Exhibit B (the “City Parcel”).

B. As material inducement for BMO to enter into the Purchase Agreement, City has agreed to grant to BMO, and BMO has agreed to receive, at Closing under the Purchase Agreement a perpetual, exclusive open space easement over an approximately 14,000 square foot portion of the City Parcel described on Exhibit C (the “Easement Area”), subject to the terms and conditions of this Agreement.

AGREEMENT
NOW THEREFORE, in consideration of the foregoing, and of the conditions, terms, covenants, and agreements set forth herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Grant of Easement. City, as grantor, hereby grants to BMO, as grantee, a perpetual, exclusive open space easement in, upon, over, under, and through the Easement Area in accordance with the terms and conditions of this Agreement (the “Open Space Easement”). The Open Space Easement burdens the City Parcel for the benefit of the BMO Parcel and runs with the land. The Easement Area may not be modified or relocated without the prior written consent of both Parties, which may be withheld by either Party in its sole and absolute discretion. 247
-2-

2. Restrictions Applicable to Easement Area. Except as expressly provided in this Agreement, the Easement Area may not be used for any purpose other than as natural open space.

Without limiting the generality of the foregoing, none of the following uses or activities are permitted in, upon, over, under, or through the Easement Area at any time: construction of any aboveground structures or improvements or cutting of vegetation other than as may be necessary for fire prevention, thinning, elimination of diseased growth, or removal of invasive or non-native species. The general public will not have a right of entry into, or any right to use, enjoy, or occupy, the Easement Area.

3. Applicable Laws; Emergencies. Nothing in this Agreement prevents either Party from taking any action that is necessary or required to comply with any applicable laws, ordinances, rules, and governmental regulations (“Applicable Laws”), or that may be reasonably necessary in the event or an emergency or an unsafe or dangerous condition.

4. Maintenance and Repair of Easement Area. City is solely responsible at City’s sole cost and expense for all maintenance and repair of the Easement Area, including the costs of establishing, maintaining, and replacing vegetation and plant life within the Easement Area as may be permitted under this Agreement and of repairing any damage to, and restoring the Easement Area to its prior condition after, any casualty or other damage to the Easement Area.

5. BMO’s Remedies. If BMO determines that a violation of the terms and conditions of this Agreement has occurred or is threatened, BMO may provide written notice thereof to City and demand corrective action sufficient to cure (or prevent the occurrence) of the violation. If City fails to cure (or prevent the occurrence of) the violation within thirty (30) days after receipt of written notice from BMO, then BMO may do one or more of the following: (a) bring an action at law or in equity to enforce the terms and conditions of this Agreement, (b) seek to recover all damages and other sums available at law or in equity, (c) exercise any other right or remedy available at law or in equity, or (d) require that City restore the Easement Area to substantially the same condition that existed prior to any such violation at City’s sole cost and expense. City acknowledges and agrees that BMO’s remedies at law for any violation of the terms and conditions of this Agreement may be inadequate and that BMO will be entitled to the injunctive relief described in this Section 5, in addition to any other relief to which BMO may be entitled.

6. Covenants Running with the Land. City and BMO acknowledge and agree that the Open Space Easement and other rights conferred by this Agreement are intended to, and do, constitute covenants that run with the land and will inure to the benefit of, and be binding upon, the Parties and their respective grantees, successors, and assigns. Any person or entity who owns or acquires any right, title, or interest in or to any portion of the City Parcel or the BMO Parcel will conclusively be deemed to have consented to and agreed to abide by the terms and conditions set forth in this Agreement.

7. Miscellaneous.
(a) Recordation. Within thirty (30) days of the Effective Date, City will cause this Agreement to be recorded in the Official Records of El Dorado County, California at City’s sole cost and expense.
248
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(b) Rule Against Perpetuities. The Open Space Easement and all other interests granted or reserved in this Agreement are present interests fully vesting on the Effective Date. If a court of competent jurisdiction holds that the rule against perpetuities applies to any interest created by this Agreement, then each affected interest must vest, if at all, upon the later of no later than twentyone (21) years after the death of the last survivor of all individuals alive on the Effective Date. (c) No Public Dedication. Nothing set forth in this Agreement will be construed or deemed to confer on the general public any rights whatsoever with respect to the Open Space Easement or the Easement Area.
(d) No Merger. It is the intention of the Parties that, that, notwithstanding the fact that the fee simple interests in the City Parcel and the BMO Parcel might in the future be owned by the same person or entity, the Open Space Easement created by this Agreement will not merge into the fee simple interest, but will continue to burden the City Parcel and the BMO Parcel, and this Agreement shall continue in full force and effect.
(e) Notices. All written notices or demands of any kind which either Party may be required or may desire to serve on the other Party in connection with this Agreement shall be (i) served by personal service, (ii) sent by registered or certified mail, (iii) sent by recognized overnight courier service, or (iv) sent by electronic mail. Any such notice or demand so to be served by registered or certified mail, recognized overnight courier service or electronic mail shall be delivered with all applicable delivery charges thereon fully prepaid and, if the Party so to be served be City, addressed to City as follows:

City Manager
City of South Lake Tahoe
1901 Lisa Maloff Way
South Lake Tahoe, CA 96150
Email: [email protected]
With a copy to:

City Attorney
City of South Lake Tahoe
1901 Lisa Maloff Way, Suite 301
South Lake Tahoe, CA 96150
Email: [email protected]
and, if the Party so to be served be BMO, addressed to BMO as follows:

BMO Bank N.A.

Attn: Procurement – Property Administration
P.O. Box 755
Chicago, IL 60690
Email: [email protected]
With a copy to:
249
-4-
BMO Transaction Management’s General Email:

Email: [email protected]
Service of any such notice or demand so made by personal delivery, registered or certified mail, recognized overnight courier, or electronic mail shall be deemed complete on the date of actual delivery (provided that a copy of such notice or demand delivered by electronic mail is also delivered by any of the other methods provided above within one (1) business day following receipt of such electronic mail), as applicable, or at the expiration of the third (3rd) business day after the date of dispatch, whichever is earlier in time. Either Party may from time to time, by notice in writing served upon the other Party in accordance with this Section 7(e), designate a different mailing address to which or a different person to whose attention all such notices or demands are thereafter to be addressed. Any notice or demand may be given either by a Party or by such Party’s attorney.
(f) Dispute Resolution. If there is any dispute related to or arising out of this Agreement or the interpretation of the terms of this Agreement (a “Dispute”), the Parties will attempt in good faith to resolve such Dispute by informal negotiation for a period of not less than thirty (30) days. If, after thirty (30) days of good-faith informal negotiations, the Parties have been unable to resolve the Dispute, then either Party may submit such Dispute to nonbinding confidential mediation for a period of not less than thirty (30) days by providing written notice thereof to the other Party (the “Mediation Notice”). If the Parties cannot agree on a mediator within ten (10) Business Days after the delivery of a Mediation Notice, then, at the written request of either Party, the International Institute for Conflict Prevention and Resolution (or any such other entity mutually agreed upon by the Parties) will designate the mediator. If, after thirty (30) days of nonbinding confidential mediation, the Parties have been unable to resolve the Dispute, the Parties agree to the exclusive jurisdiction of the state courts located in El Dorado County, California for the resolution of such Dispute. In furtherance of the foregoing, each Party hereby knowingly and voluntarily waives any rights to a trial by jury in any Dispute or any other matter whatsoever arising out of or in any way connected with this Agreement or any document or instrument delivered in connection with this Agreement or the relationship of the Parties under this Agreement.
(g) Entire Agreement; Amendment. This Agreement constitutes the full and complete agreement and understanding between the Parties and shall supersede all prior communications, representations, understandings, or agreements, if any, whether oral or written, concerning the subject matter contained in this Agreement, as so amended, and no provision of this Agreement, as so amended, may be modified, amended, waived or discharged, in whole or in part, except by a written instrument executed by the Parties.
(h) Governing Law. This Agreement shall be governed by the laws of the State of California, without regard to its conflict-of-laws provisions or the conflicts-of-laws provisions of any other jurisdiction.
(i) Counterparts. This Agreement may be executed in one or more copies or counterparts, each of which when signed shall be an original, but all of which together shall constitute one Agreement. This Agreement may be in the form of an Electronic Record and may 250
-5-
be executed using Electronic Signatures (including manually executed paper documents that are sent by facsimile, .pdf, or other electronic means), which shall be considered an original and shall have the same legal effect, validity and enforceability as an original paper record. For purposes hereof, each of the terms “Electronic Record” and “Electronic Signature” has the respective meaning assigned to it in 15 USC §7006 (as the same may be amended from time to time). (j) Successors and Assigns. This Agreement shall be binding on, and inure to the benefit of, any successor, assign, or transferee of the Parties, including any subsequent owner of the City Parcel or the BMO Parcel, with the same force and effect as if they were in every case named in this Agreement.
(k) Partial Validity; Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by Applicable Law. (l) Waiver of Defenses. By execution of this Agreement, City expressly waives or abrogates, to the fullest extent permitted by Applicable Law, any defense to any legal action that may be brought by City in connection with this Agreement or the transactions contemplated by this Agreement based on sovereign immunity.
(m) Further Assurances. The Parties each hereby agree to perform, execute, and deliver, or cause to be performed, executed, and delivered, any and all such further acts, deeds, and assurances as City or BMO, as the case may be, may reasonably require in order to consummate fully the transactions contemplated hereunder.
(n) Authority. Each Party represents and warrants that it has the authority to execute this Agreement, and each individual signing on behalf of a Party states that: (i) they are the duly authorized representative of that Party; and (ii) their signature on this Agreement has been duly authorized by, and creates the binding and enforceable obligation of, the Party on whose behalf the individual is signing.
(o) Liability. Neither City or BMO, City’s or BMO’s constituent partners, City’s or BMO’s asset manager, nor City’s or BMO’s directors, employees, or agents shall have any personal liability under this Agreement. No Party will be liable for any incidental, direct, indirect, special, punitive, exemplary, or consequential damages or for lost profits, revenues, or business opportunities, except to the extent owed to a third party. Notwithstanding anything to the contrary in this Agreement, in no event will a Party be liable to the other Party for any consequential, special, indirect, incidental, punitive, exemplary, or similar damages (e.g., damages for loss of use, business, or profit), unless, and then solely to the extent, such damages are required to be paid to a third party with respect to a third-party claim.
[SIGNATURE PAGE FOLLOWS]
251
[Signature Page to Open Space Easement Agreement]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

CITY:

CITY OF SOUTH LAKE TAHOE, a
political subdivision of the State of
California
By: _______________________
Name: Joseph Irvin
Its: City Manager

APPROVED AS TO FORM
By: _______________________
Name: Heather L. Stroud
Its: City Attorney
BMO:

BMO BANK N.A., a national banking
association, successor-in-interest to BANK
OF THE WEST, a California banking
corporation
By:_______________________
Name: Michael Curley
Its: Senior Manager, Transactions &
Strategic Initiatives
By:_______________________
Name: Grant Harris
Its: Director, U.S. Transactions & Strategic
Initiatives
252
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
253
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
254
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature

255
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
256

EXHIBIT A

LEGAL DESCRIPTION OF BMO PARCEL
257

EXHIBIT B

LEGAL DESCRIPTION OF CITY PARCEL
258

EXHIBIT C

DESCRIPTION OF EASEMENT AREA
The approximately 14,000 square foot area consisting of a 67-foot rectangular setback from the northeast property boundary of the parcel described as follows:
259
260
261
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263

LAKE TAHOE BOULEVARD LAND
2111 LAKE TAHOE BOULEVARD
SOUTH LAKE TAHOE, CALIFORNIA 96150
CBRE, INC. FILE NO. CB24US014561-1
BMO BANK N.A.

CBRE VALUATION & ADVISORY SERVICES

APPRAISAL
REPORT
264

VALUATION & ADVISORY SERVICES
500 Capitol Mall, Suite 2400
Sacramento, CA 95814
T (916) 446-6800
www.cbre.com
Date of Report: March 14, 2024
Mr. Grant Harris
Director, Corporate Real Estate
BMO BANK N.A.
121 Kalley Drive
Goleta, California 93117
RE: Appraisal of Lake Tahoe Boulevard Land
2111 Lake Tahoe Boulevard
South Lake Tahoe, El Dorado County, California, 96150
CBRE, Inc. File No. CB24US014561-1
Dear Mr. Harris:

At your request and authorization, CBRE, Inc. has prepared an appraisal of the market value of the referenced property. Our analysis is presented in the following Appraisal Report.

The subject property represents a 1.521-acre (66,253-square foot) site of land located along the north side of Lake Tahoe Boulevard and along the south side of James Avenue in the incorporated city of South Lake Tahoe, El Dorado County, California. The subject is identified as the two existing adjacent El Dorado County parcels with the entirety of APN 023-201-072-000 measuring 22,572 square feet (0.518 acre) and a contributing portion of 023-201-053-000 measuring 43,681 square feet (1.003 acres), for a total site area of 66,253 square feet (1.521 acres). This is shown in the following table.

Assessor Parcel
Number Address Existing Use Gross Parcel
Size (Acres)
Gross Parcel
Size (SF)
Contributing
Site Size (Acres)
Contributing
Site Size (SF)
023-201-072-000 2111 Lake Tahoe Blvd. Vacant Land 0.518 Acs. 22,572 SF 0.518 Acs. 22,572 SF 023-201-053-000 2121 Lake Tahoe Blvd. Vacant Land (West) & Bank (East) 2.006 Acs. 87,362 SF 1.003 Acs. 43,681 SF Total Gross Area 2.524 Acs. 109,934 SF 1.521 Acs. 66,253 SF

SUBJECT PARCELS
Compiled by CBRE
Since the subject site is composed of one complete parcel and the portion of the adjacent parcel, only the hypothetical value is estimated. Based on the analysis contained in the following report, the market value of the subject property is concluded as follows:

MARKET VALUE CONCLUSION
Appraisal Premise Interest Appraised Date of Value Value Conclusion Hypothetical Value Fee Simple Estate March 5, 2024 $940,000 Compiled by CBRE
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Mr. Grant Harris