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CSG Consultants - 2015 AgreementAGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 2nd day of Jam, 2015, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: CSG Consultants, Inc., having a principal place of business at 550 Pilgrim Drive, Foster City, CA 94404. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on July 2, 2015 and will continue in effect through June 30, 2018 unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall terminate this Agreement regardless of any other provision stated herein. Q,• le Initial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A. Specific Services CONSULTANT agrees to: Perform the services as outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit `B" ( "Scope of Services "), within the time periods described in Exhibit "C" ( "Milestone Schedule "). B. Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT'S services. 4835 - 2267- 0361v1 _ 1 LAC104706083 C. Employment of Assistants CONSULTANT may, at the CONSULTANT'S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT'S assistants in the performance of those services. CONSULTANT assumes full and. sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT'S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit "D" ( "Payment Schedule "). In no event however shall the total compensation paid to CONSULTANT exceed $450,000.00. B. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit "D ". No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit "A ", Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required , of or imposed against CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY shall not be 4835- 2267 -03610 _2_ LAC104706083 responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." ARTICLE 5. 09LIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. , Workers' Compensation CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, arising out of any injury, disability, or death of any of CONSULTANT'S employees. C. indemnification of Liability, Duty to Defend 1;. As to professional liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers,, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits; damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non -owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person,. and damage to property, 48.35- 2267 -03610 _3_ LAC104706083 including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence . of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non - renewed, and not replaced with another claims -made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, CONSULTANT must purchase so called "extended reporting" or "tail" coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beginning of the contract work. As a condition precedent to CITY'S obligations under this Agreement, CONSULTANT shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: • CITY will not withhold FICA (Social .Security) from CONSULTANT'S payments; • CITY'will not make state or federal unemployment insurance contributions on CONSULTANT'S behalf, • CITY will not withhold state or federal income tax from payment to CONSULTANT; • CITY will not make disability insurance contributions on behalf of CONSULTANT; • CITY will not obtain workers' compensation insurance on behalf of CONSULTANT. 4835- 2267- 0361v1 _4_ LAC104706083 ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT'S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of Consultant's Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT's business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V.H.; no later than thirty (30) days after CITY' receipt of such notice of sale. If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT. B. Termination by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONSULTANT'S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONSULTANT'S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C" which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT'S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY 4835- 2267 -03610 _5_ LAC104706083 may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT'S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT's duties by any new consultant hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys' fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. 4835- 2267- 0361v1 _6_ LAC104706083 C. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, .which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. 4835- 2267 -03610 _7_ LAC104706083 H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A ", Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: CSG Consultants, Inc. By: Nam+ Title: Social Security or Taxpayer Identification Number 91- 2053749 4835-2267 -03610 _g_ LAC104706083 CITY: CITY OF GILROY By: Name: d- J. frd ward Te We. f, Title: V City Administrator ltlttrirn Approved as to Form ��.�7—ity Auomey 4835 - 2267- 0361v1 LAC104706083 -9- EXHIBIT "A" SPECIFIC PROVISIONS I. PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibit "B ", Scope of Services ( "Services "). (All exhibits referenced are incorporated herein by reference.) To accomplish, that end, CONSULTANT agrees to assign Hatem Ahmed, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written "Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Maria Angeles shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.H. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not completed all of such Services as required by this Agreement, CITY shall so inform CONSULTANT within this two (2) week period. II1. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit "C ". IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. 4835- 2267 - 036.10 LAC104706083 Direct expenses are charges and fees not included in Exhibit "B ". CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONSULTANT shall obtain written app_ roval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT'S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well- organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONSULTANT . CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY'S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY's request. 48352267 -03610 _2_ LAC104706083 D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT'S disclosure thereon shall be deemed confidential. CONSULTANT shall not use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V.D of this Exhibit "A ". CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. 4835- 2267 -03610 _3_ LAC104706083 H. NOTICES. Notices are to be sent as follows: CITY: Maria Angeles City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Hatem Ahmed CSG Consultants, Inc. 550 Pilgrim Drive Foster City, CA 94404 I. FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. Z If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. Covenant against Contingent Fees The CONSULTANT warrants that he /she has not employed or retained any company or person, . other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he /she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 4835 - 2267- 0361v1 _4_ LAC104706083 EXHIBIT °B" SCOPE OF SERVICES 4835. 2267- 0361v1 LAC104706083 CSG Scope of Services The exact scope of work will be determined based on the request of the City and the type of project. New Development Entitlements • Review tentative maps, tentative parcel maps, architectural review, and other entitlement applications. Coordinate review with other City staff and /or outside agencies as needed. • Attend follow -up meetings with Planning staff, the applicant, or others as needed to resolve issues regarding the proposal. Review subsequent submittals of the proposal. • Prepare conditions of approval for project and submit to Planning. Plan Review and Map Review • Review final maps, improvement and landscape plans. Review includes evaluation of required records, studies, grading and improvement plan, and additional materials submitted by the design professional. Confirm that plans conform to City standard design criteria, conditions of approval, and infrastructure or other master plans. • Each plan review will be accompanied with a letter summarizing the red -line comments addressed to the applicant's engineer or landscape architect, with a copy to City staff and the applicant. A complete red -lined set of drawings and any reports will be returned to the design professionals for use in their corrections. At the applicant's discretion, the comment summary letter and red -lined plan sheets can be scanned and submitted electronically to the design consultant to expedite the review process. • The consultant will meet with the applicant /representative and City staff to review comments or to delineate the standards which are not being met, in order to facilitate timely completion of the review and meeting the maximum goal of two plan checks. CSG Consultants will accept and review subsequent submittals electronically, when feasible, in order to expedite the review process. • The project manager will adjust and/ or develop the plan check list to meet the criteria as required. • Soils reports will be evaluated and confirmation of recommendations will be included on the plans. Boundary conditions will be evaluated to maintain continuity with surrounding properties and maintain existing drainage patterns. • Construction erosion control and post - construction water quality control will be evaluated for compliance with the storm water quality management permit in effect for the City. • Assist the City with development of conditions of approval, development agreements, and other requirements associated with development applications. Assist City in negotiating with developers regarding terms of agreements or conditions (Additional tasks associated with the entitlement process are described above). • Confirm that the developer has obtained necessary permits or approvals from other public agencies as needed, and that plans conform to the City's NPDES Municipal Regional Permit requirements for storm water treatment and retention. • Review and recommend approval of engineering bond estimates and subdivision guarantees. Assist the staff in preparing subdivision improvement agreements, other agreements (including stormwater treatment measure and landscape maintenance agreements), and staff reports. • Meet with developers, consultants, or other agencies on behalf of staff, as requested. Onsite Services • Provide onsite land development review services as requested by the City. Street Vacations • Assist in research and document preparation (e.g., plats, maps, legal descriptions, and findings) by a licensed surveyor to support summary and regular street vacations and City property disposition according to the City Municipal Code, Subdivision Map Act, and California Streets and Highways Code. Staffing • All plan reviews will be conducted by a State of California licensed civil engineer or under the supervision of a licensed civil engineer. • Each plan review is assigned to a design plan reviewer with oversight of the project manager. The assigned design plan reviewer will be committed to the project and will furnish all subsequent reviews for the project. It is the goal of CSG Consultants to provide, where practical, a cradle -to- grave approach for project review, where a review team is assigned to the project from entitlement through plan review and construction to closeout and acceptance. • Provide specialized qualified licensed engineers to assist in any structural, soil and geotechnical reviews, for any of the assigned projects. • Map checking will be overseen by professional engineers licensed to practice land surveying in the State of California or by licensed professional land surveyors. • Consultants' plan review and inspection staff will be available for applicant inquiries or conferences during normal business hours, Monday through Friday, from 8:00 AM through 5:00 PM. Web conferences, fax, and conference calls are optional forms of communications between Consultant and City staff. Plan Check Time Lines Consultant shall achieve quality plan review while maintaining consistently superior turnaround times. Consultant shall perform plan review within the following time lines, stated in working days, upon receipt of complete application package: fifteen (15) days for initial plan checks and ten (10) days for re- checks /back checks. CSG Consultants can provide electronic review of plan revisions submitted in response to prior comments, in order to expedite the review process. It is understood that more complex projects may require additional time. It is the responsibility of Consultant to immediately inform the City that the plan review may vary from the proposed time lines. Accelerated Plan Review If required by the City, Consultant has the ability to perform plan review services within an accelerated time frame, negotiated on behalf of the applicant, the City's appointed contact, and Consultant. In most cases, Consultant will complete initial plan review in fewer than ten working days (five working days for re- checks). However, it is understood that some plans may require additional time. In those instances, Consultant shall notify and receive approval by the City of the expected processing time prior to performing the plan review. Online Plan Check Status • Consultant shall make available online services to enable City and authorized applicants to determine the status of plan checks. There is no additional cost for this service. EXHIBIT "C" MILESTONE SCHEDULE 4835- 2267- 0361v1 LAC104706083 CSG's Milestone Schedule Development of hard - and -fast schedules for completion of development review and plan review work is difficult as timing and scope of projects is not always known. Examples of time frames for completing certain tasks are provided below. Pre - application entitlement review, PRC review Review Tentative Map Application or Other Entitlement Package Prepare Conditions of Approval Complete Improvement Plan or Map Review (1" Check) Complete Improvement Plan or Map Review (2 "d Check) Prepare fee estimate, review bond estimate, or prepare permit Review application material in advance of requested meetings; complete formal comments and submit to Planning within one week of meeting Fifteen (15) working days of notice of submittal by City Prepare within one week of request by Planning, or within reasonable shorter time frame if needed to meet hearing date Ten (10) working days of notice of submittal by City Ten (10) working days of notice of submittal by City Ten (10) working days of request Review request for right -of -way vacation Ten (10) working days of notice of submittal by City Review Lot Line Adjustment/ Lot Merger Ten (10) working days of notice of submittal by City Miscellaneous Assignments Dependent on scope, typically within five (5) working days Turnaround times include pickup, QA /QC, and delivery to City. CSG will attempt to reduce the need for formal resubmittals to the City by reviewing electronic submittals of revisions provided directly to CSG. Turnaround times would vary based on the scope of the review, but would typically be returned within one to two working days. EXHIBIT "D" PAYMENT SCHEDULE 4835- 2267- 0361v1 LAC104706083 CSG's Payment Schedule Services are billed on a time and materials basis according to our Standard Rates, shown below. Rates reflect and include administrative costs and routine expenses such as local mileage, copying, fax, telephone, mail, in -house printing, software, and computer usage, etc. Reproduction and sub consultants are billed at cost plus 15 %. Rates will remain effective through June 30th, 2016. A 3% increase of the hourly rates will be added for each fiscal year of the contract, starting July 1, 2016 for the duration of the contract. Professional Engineering Services — Hourly Rates Senior Principal Engineer $205 Principal Engineer $180 Project Manager $180 Senior Engineer $165 Senior Structural Engineer $165 Associate Engineer $145 Assistant Engineer $125 Design Supervisor $115 Senior CAD Designer $115 Engineering Technician $105 Resident Engineer $170 Assistant Resident Engineer / Office Engineer $130 Senior Construction Inspector $130 Construction Inspector $115 Structural Representative $170 Rates reflect and include administrative costs and routine expenses such as local mileage, copying, fax, telephone, mail, in -house printing, software, and computer usage, etc. Reproduction and sub consultants are billed at cost plus 15 %. Rates will remain effective through June 30th, 2016. A 3% increase of the hourly rates will be added for each fiscal year of the contract, starting July 1, 2016 for the duration of the contract. 1 ® AC40REP CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD /YYXYI 10/28/2015 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 endorsemen s . PRODUCER Arthur J. Gallagher & Co. Insurance Brokers of CA, Inc. LIC #0726293 1255 Battery Street, Suite 450 CO A NTACT . 415 - 536 -8617 FAX PHONE . 415- 536 =8627 E-MAIL INSU S AFFORDING COVERAGE NAIC # San Francisco CA 94111 INSURERA:Berkshire Hathaway Homestate Insura 20044 1214/2014 INSURED CSGCONS -01 INSURER BArch Insurance Company 11150 INSURER C :American Fire and Casualty Company 24066 CSG Consultants, Inc. 550 Pilgrim Drive Foster City, CA 94404 INSURER D PREMISES Ea %1% noe INSURER E: - INSURER F -: $5,000 rnveowr -ee 1n=DTI=lf ATC NLIIIAI21=10• 1gg775104 RFVICInN NtIMRF'R- 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 LT TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF MMIDD - POLICY EXP MMIDD _LIMITS_ C X COMMERCIAL GENERAL LIABILITY Y BKA1556382766 1214/2014 12/412015 -- EACH OCCURRENCE -- - --- -- - -- $1,000,000_ CLAIMS -MADE X� OCCUR PREMISES Ea %1% noe $500,000 MED EXP (Any one person ) $5,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP /OP AGG - $2,000,000 POLICY ❑ j�T FX] LOC $ OTHER C AUTOMOBILEiIABILITY Y BAA1556382766 12/4/2014 1214/2015 Ea accident $1,000,000 BODILY INJURY (Per person) $ X ANY AUTO AUTOS SCHEDULED HIRED AUTOS NON -OWNED AUTOS BODILY INJURY (Per accident) $ D GE PeCacddent $ C X UMBRELLA LIAR X OCCUR USA1556382766 12/4/2014 1214/2015 EACH OCCURRENCE I $5,000,000 AGGREGATE $5,000,000 EXCESS LIAB CLAIMS -MADE DED RETENTION$ A COMPENSATION AND REM LOY RS'LIAB IT YIN ANY PROPRIETOR/PARTLITY NER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑N (Mandatorf in NH) NIA CSWC501194 12/4/2014 12/4/2015 RER TH= X TATUTE ER - E.LEACHrACCIDEN7_ $1,000,000.____ E.L. DISEASE - EA EMPLOYE $1;000;000 E.L DISEASE - POLICYI LIMIT_ $1,000;000 — _ B.yes describe under DESCRIP710N OF OPERATIONS below B Professional Liability AEP004731503 2/412014 121412015 Each Claim $3;000;000 retro date: 1/1/1991 Aggregate $31000,000 Deductible: $50,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached N more space Is required) re: Agreement for Services effective 7/2/15. City of Gilroy, its officers and employees re included as additional insureds on GL & Auto with 30 Day Notice of Cancellation per attached. HOLDER SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Gilroy ACCORDANCE WITH THE POLICY PROVISIONS. 7351 Rosanna St Gilroy CA 95020 AUTHORIZED REPRESENTATIVE All ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE POLICY NUMBER: BKA1556382766 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organizations) City of Gilroy, o its officers and employees 7351 Rosanna St g GILROY, CA 95020 Location(s) Of Covered Operations where required by contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to B. With respect to the insurance afforded to include as an additional insured the person(s) these additional insureds, the following addi- or organization(s) shown in the Schedule, but tional exclusions apply: only with respect to liability. for "bodily in- This insurance does not apply to "bodily in- jury", "property damage" or "personal and jury" or" property damage" occurring after: advertising injury" caused, in whole or in 1. All work, including materials, parts or part, by: . equipment furnished in connection with 1. Your acts or omissions; or such work, on the project (other than ser- 2. The acts or omissions of those acting on vice, maintenance or repairs) to be per- m your behalf; formed by or on behalf of the additional in the performance of your ongoing insured(s) at the location of the covered operatons for the additional insured(s) at the operations has been completed; or locations) designated above. 2. That portion of "your work" out of which However: - the injury or damage arises has been put 1. The insurance afforded to such additional to its intended use by any person or or- insured only applies to the extent permit- ganization other than another contractor ted by law; and or subcontractor engaged in performing operations for a principal as a part of the 2. If coverage provided to the additional in- same project. sured is required by a contract or agree- ment, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 10 04 13 ® Insurance Services Office, Inc., 2012 Page 1 of 2 C. With respect to the insurance afforded to these additional insureds, the following is added to section III - Limits Of Insurance: If coverage provided to .the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the ap- plicable Limits of Insurance shown in the Dec- larations. Page 2 of 2 S Insurance Services Office, Inc., 2012 CG 20 10 04 13 Policy #: BKA1556382766 COMMERCIAL GENERAL LIABILITY CG 88 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX SUBJECT NON -OWNED AIRCRAFT NON -OWNED WATERCRAFT PROPERTY DAMAGE LIABILITY - ELEVATORS EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) MEDICAL PAYMENTS EXTENSION EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT PRIMARY AND NON- CONTRIBUTORY- ADDITIONAL INSURED EXTENSION ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE° WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORSIMALPRACTICE AND WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES KNOWLEDGE OF OCCURRENCE„ OFFENSE, CLAIM OR SUIT LIBERALIZATION CLAUSE BODILY INJURY REDEFINED EXTENDED PROPERTY DAMAGE WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU ® 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission.. PAGE 2 2 i' K 3 3 3 5 6 6 7 7 7 7 7 8 8 Page 1 of 8 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON -OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply town aircraft provided: 1. It is not owned by any insured; . 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. it is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section i - Coverage A - Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY ELEVATORS 1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis.. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) if Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section I -Coverage A -Bodily Injury and Property Damage Liabi ity: a. The fourth from the last paragraph of exclusion J. Damage To Property is replaced by the follow- ing: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section IIi - Limits of Insurance. ® 2013 Liberty Mutual Insurance CG 88 14 0413 Includes copyrighted material of Insurance Services office, Inc., with its permission. Page 2 of 8 b. The lost paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Darnage To Premises Rented To You as described in Section [it - Limits Of insurance. 2. Paragraph 6. under Section III Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage to: a. Anyone premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) - Paragraph 9:8. of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract ". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under.Paragraph 1. Insuring Agreement of Section 1- Coverage C - Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 1. Under Supplementary Payments -Coverages A and 6, Paragraph 1.b. is replaced by the following:. b. Up to $3,000 for cost of bail bonds required because of accidents, or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We -donot have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit ", including actual loss of earnings up to $500 a day because of time off from work. G. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section 11- Who Is An Insured is amended to Include as. an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or ® 2013 Liberty Mutual Insurance CG 8810 0413 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 8 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage ", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard ". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by lawr and 2. If coverage provided to the additional insured is required by a contract or agreement, the insur- ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when:. (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you.for such premises or facilities ends. With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement Is signed prior to the "bodily injury" or "property damage ". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions. e' 2013 Liberty Mutual Insurance CG 8810 0413 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 8 2. . With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional Insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c. ".Bodily Injury ", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that 'insured, if the "occur- rence" which caused the "bodily injury" or "property damage ", or the offense which caused the "personal and advertising injury ", involved the rendering of; or the failure to render, any professional architectural, engineering or surveying services. d. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: if coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. H. PRIMARY AND NON- CONTRIBUTORY ADDITIONAL INSURED EXTENSION. This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. ® 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of insurance Services Office, Inc., with its permission. Page 5 of 8 b. The following is added to Paragraph b. Excess insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non - contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. 1. ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/ MALPRACTICE WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section 11- Who Is An insured is replaced with the following: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you area limited liability company), to a co- "employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co- "employee" or "volunteer worker" as a. consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional 'health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and ® 2013 Liberty Mutual insurance CG 8810 0413 InrludPC mnvrinhtPd mAtvrial of Incnranro gorwiraa nff"rd ine. uritti ite normieeinn Puna R of a advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or " y in � ry personal and advertising injury", or caused in whole or in part by their ntoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee ". K. NEWLY'FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section ii - Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, 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 until the expiration of the policy period in which the entity was acquired or formed by you; ' b. Coverage A does not apply to "bodily injury" or "property, damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising Injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained`by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. L FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV - Commercial_ General Liability Conditions, the following is added to Condition 6. Repre- sentations: Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section 1V Commercial. General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an "occurrence ", offense, claim or "suit" by an agent, servant or "'employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1. of Section iI - Who Is An Insured or a person who has been designated by them to receive reports of "occurrences ", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee ". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide. more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. O. BODILY INJURY REDEFINED Under Section V - Definitions, Definition 3. is replaced by the following: 3. "Bodily injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright. or death that results from such physical injury, sick- ness or disease. ® 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc.. with its permission. Page 7 of 8 P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV - Commercial General Liability Conditions. the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed operations hazard" provided: I. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment.. ® 2013 Liberty Mutual Insurance CG 8810 0413 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 8 Policy #BKA1556382766 COMMERCIAL GENERAL LIABILITY CG 89 70 0611 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURE_ D - AM_ ENDMENT OF CANCELLATION PROVISIONS OR COVERAGE CHANGE This endorsement modifies insurance provided under the following:. COMMERCIAL GENERAL LIABILITY COVERAGE PART Any term or provision of the Cancellation Conditions of the policy or any endorsement amending or replacing such Conditions is amended by the.following: If you have agreed in a written contract or written agreement to provide a person or organization who qualifies as an additional insured under this policy a notice of cancellation and /or material change that reduces or restricts the 'insurance afforded by this Coverage Part we agree to the following: a. Provide 30 days prior written cancellation notice for reasons other than nonpayment of premium and /or 30 days prior written notice of coverage change per schedule of additional insureds provided to us. ®2011 Liberty Mutual Agency Corporation. All rights, reserved. CG 89 70 05 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 Policy #BAA1556382766 COMMERCIAL AUTO CA 8810 01 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. COVERAGEINDEX SUBJECT PROVISION NUMBER ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3' ACCIDENTAL. AIRBAG DEPLOYMENT 12 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 19 AMENDED FELL_ OW EMPLOYEE EXCLUSION 5 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 13 BROAD FORM INSURED 1 BODILY INJURY REDEFINED 22 EMPLOYEES AS INSUREDS (including employee hired auto) 2 EXTENDED CANCELLATION CONDITION 23 EXTRA EXPENSE— BROADENED COVERAGE 10 GLASS REPAIR — WAIVER OF DEDUCTIBLE 15 HIRED AUTO PHYSICAL DAMAGE (including employee hired auto and loss of use) 6 HIRED AUTO COVERAGE TERRITORY 20 LOAN / LEASE GAP 14 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 16 PERSONAL EFFECTS COVERAGE 11 PHYSICAL DAMAGE —ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 RENTAL REIMBURSEMENT . 9 SUPPLEMENTARY PAYMENTS 4 TOWING AND LABOR 7 TWO OR MORE DEDUCTIBLES 17 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 18 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 20 SECTION II — LIABILITY COVERAGE is amended as follows: 1. ' BROAD FORM INSURED SECTION II — LIABILITY COVERAGE, paragraph A.1. —WHO IS AN INSURED is amended to include the following as an insured: d. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period. However, "insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an insured under any other automobile policy; or (3) Has exhausted its Limit of Insurance under any other automobile policy_ Paragraph d. (2) of this provision does not apply to a policy written to apply specifically in excess of this policy. e. Any organization you newly acquire or form, other than a partnership or joint venture, of which you own more than 50 percent of the voting stock. This automatic coverage is afforded only for 180 days from the date of acquisition or formation. However, coverage under this provision does not apply: (1) If there is similar insurance or a self - insured retention plan available to that organization; ®2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 7 (2) If the Limits of Insurance of any other insurance policy have been exhausted; or (3) To "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION II — LIABILITY COVERAGE, paragraph A.I. —WHO IS AN INSURED is amended to include the following as an insured: f. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow, but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee ". g. An "employee" of yours while operating .an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee ". 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II — LIABILITY COVERAGE, paragraph A.I. WHO IS AN INSURED is amended to include the following as an insured: Any person or organization with respect to the operation, maintenance or use of a covered "auto ", provided that you and such person or organization have agreed in a written contract, agreement, or permit issued to you by governmental or public authority, to add such person, or organization,. or governmental or public authority to this policy as an "insured ". However, such person or organization is an "insured ": (1) Only with respect to the operation, maintenance or use of a covered "auto "; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit 4. SUPPLEMENTARY PAYMENTS SECTION II — LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, paragraphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request, including actual loss of earnings up to $500 a day because of time off from work. S. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow employees are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added: SECTION II — LIABILITY, exclusion B.S. FELLOW EMPLOYEE does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire. SECTION III — PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph AA. Coverage Extensions of SECTION III — PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos ": a. You hire, rent or borrow; or ® 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 7 b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: A. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the `loss'; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. B. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. C. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. D. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired. "auto" if it results from an "accident ", you are legally liable and the lessor incurs an actual financial loss. E. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee ". For the purposes of this provision, SECTION V — DEFINITIONS is amended by adding the following: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. 7. TOWING AND LABOR SECTION III — PHYSICAL DAMAGE COVERAGE, paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is disabled: a. For private passenger type vehicles, we will pay up to $50 per disablement. b. For "light trucks ", we will pay up to $50 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. C. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 — 20,000 pounds. However, the labor must be performed at the place of disablement. 8. PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a., Coverage Extension of SECTION III — PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of $50 per day and a maximum limit of $1,500 © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 7 9.. 10 11. 12. 13. CA 8810 01 13 RENTAL REIMBURSEMENT SECTION III — PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by .you for the rental of an "auto" because of "accident" or "loss ", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b. Rental Reimbursement will be based on the rental of a comparable vehicle, which in many cases may be substantia..11y less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. , C. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your toots and equipment from the covered "auto d. This coverage does not apply unless you have a business necessity that other "autos" available for your use and operation cannot fill. e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 11. EXTRA EXPENSE - BROADENED COVERAGE Under SECTION III — PHYSICAL DAMAGE COVERAGE, A. COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. PERSONAL EFFECTS COVERAGE A. SECTION III — PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay,, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V — DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an insured" "Personal effects" does not include tools, equipment, jewelry, money or securities. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III — PHYSICAL DAMAGE COVERAGE; B. EXCLUSIONS is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental' discharge of an airbag. Any insurance: we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III — PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS, exception paragraph a. to exclusions 4.c. and 4.d. is deleted and replaced with the following: © 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission: Page 4 of 7 Exclusion 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment is permanently installed in the covered "auto" at the time of the "loss" and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto" and physical damage coverages are provided for the covered "auto "; or If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible. 14. LOAN I LEASE GAP COVERAGE A. Paragraph C., LIMIT OF INSURANCE of SECTION III — PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss ", b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear, C. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease, d. Transfer or rollover balances from previous loans or leases, e. Final payment due under a "Balloon Loan ", f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto ", g. Security deposits not refunded by a lessor, h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto ", I. Any amount representing taxes, j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment, for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss ". This adjustment is not applicable in Texas. B. ADDITIONAL CONDITIONS This coverage applies only to the original loan for which the covered "auto" that incurred the loss serves as collateral, or lease written on the covered "auto" that incurred the loss. C. SECTION V — DEFINTIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term -- of the loan, thereby requiring a large final payment. © 2013 Liberty Mutual Insurance CA 88 10 0113 Includes copyrighted material of Insurance Services Office, Inc.. with its permission. Page 5 of 7 15. GLASS REPAIR -WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III — PHYSICAL DAMAGE_ COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 16. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III — PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto is designed to carry while it is: a. In the charge of an "insured "; b. Legally parked; and C. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 17. TWO OR MORE DEDUCTIBLES Under SECTION III PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same accident, the following applies to paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible it will be reduced by the amount of the smaller (or smallest) deductible; or C. If the loss involves two or more Business Auto coverage forms or policies the smaller (or smallest) deductible will be waived. For the purpose of this endorsement company means any company that is part of the Liberty'Mutual Group. SECTION 1V BUSINESS AUTO CONDITIONS is amended as follows: 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard 61 exposure. 19. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV — BUSINESS AUTO CONDITIONS, paragraph A.2.a. is replaced in its entirety by the following: a. In the event of "accident ", claim, "suit" or "loss ", you must promptly notify us when it is known to:. 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. Member, if you are a limited liability company; 4. An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. © 2013 Liberty Mutual Insurance CA 88 10 0113 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 7 To the extent possible, notice to us should include: (1) How, when and where the "accident" or "loss" took place; (2) The "insureds" name and address; and (3) The names and addresses of any injured persons and witnesses. 20. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV — BUSINESS AUTO CONDITIONS, paragraph. A.S., Transfer of Rights of Recovery Against Others to Us, is amended by the addition of the following: If the person or organization has waived those rights before an "accident" or "loss ", our rights are waived also. 21. HIRED AUTO COVERAGE TERRITORY SECTION IV BUSINESS AUTO CONDITIONS, paragraph B.7., Policy Period, Coverage Territory, is amended by the addition of the following: For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the insured's responsibility to 'pay for damages is determined in a "suit "., on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to_ This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. SECTION V — DEFINITIONS is amended as follows: 22. BODILY INJURY REDEFINED Under SECTION V — DEFINTIONS, definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. COMMMON POLICY CONDITIONS 23. EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS, paragraph A.— CANCELLATION condition applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. This provision does not apply in those states which require more than 60 days prior notice of cancellation. 0 2013 Liberty Mutual Insurance CA 8810 0113 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 7 POLICY NUMBER: BAA1556382766 COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provi- sion of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Effective Date: 12/4/14 Named Insured: CSG Consultants, Inc.; Precision Inspection -CSG SCHEDULE Name of Person(s) or Organization (s): as required by written contract (if no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an 'insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section 11 of the Coverage Form. CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 ❑ Policy #BAA1556382766 COMMERCIAL AUTO CA 88 66 0513 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED — NONCONTRIBUTING This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. Schedule Name of Person(s) or Organization(s): Any entity with respect to a covered "auto" provided that you and such entity have agreed in a written contract, agreement, or permit to add such entity as an "insured ". Regarding Designated Contract or Project: N/A Each person or organization shown in the Schedule of this endorsement is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an 'insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. The following is added to the Other Insurance Condition: If you have agreed in a written agreement that this policy will be primary and without right of contribution from any insurance in force for an Additional Insured for liability arising out of your operations, and the agreement was executed prior to the "bodily injury' or "property damage ", then this insurance will be primary and we will not seek contribution from such insurance. ® 2013 Liberty Mutual Insurance. All rights reserved. CA 88 66 05 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 Policy #BAA1556382766 THIS ENDORSEMENT CHANGES THE POLICY.. PLEASE READ IT CAREFULLY. AMENDMENT OF CANCELLATION PROVISIONS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM GARAGE COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the policy apply unless modified by this endorsement. Any term or provision of the Cancellation Conditions of the policy or any endorsement emending or replacing such Conditions is amended by the following: If you have agreed in a written contract or written agreement to provide a person or organization notice of cancellation we agree to the following: a. Provide a 30 days prior written cancellation notice to such persons or organization for reasons other than nonpayment of premium, but only if we are provided with a schedule of persons or organizations with whom you have agreed to provide notification more than 30 days before the cancellation is to take effect. As a condition of this endorsement, you must notify your agent of any written contract or agreement where you have agreed to provide notice of cancellation, other than nonpayment of premium, to a specific person or organization. Failure to provide to a person or organization in accordance with the terms of this endorsement shall not extend the effective date of the cancellation or otherwise affect cancellation of the policy as to any insured. CA 88 76 0314 ® 2013 Liberty Mutual Insurance. Ali rights reserved. Page 1 of 1 Includes copyrighted material or Insurance Services Office, Inc., with its permission. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 04 1 O (Ed 07.07) WAIVER OF OUR RIGHT TO RECOVER FROM. OTHERS ENDORSEMENT - CALIFORNIA BLANKET BASIS 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.) The additional premium for this endorsement shall be 2.00 % of the total policy premium otherwise due on such remuneration. The minimum premium forth is endorsement is $ mn no Schedule Person or Organization Job Description ALL ORGANIZATIONS FOR WHOM THE WAIVER OF SUBROGATION IS ALL CALIFORNIA OPERATIONS ISSUED 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 1214/14 Policy No. CSWC501194 Insured CSG CONSULTANTS, INC. Premium $ Insurance Company Berkshire Hathaway Homestate Insurance Company WC 99 0410A (Ed 07 -07) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION — CERTIFICATE HOLDERS This endorsement modifies insurance provided under the Design Professional Liability Policy. The person(s) or organization(s) listed or described in the Schedule below have requested that they receive not less than thirty (30) days written notice of cancellation when this policy is cancelled by us. We will endeavor to mail or deliver to the Person(s) or Organization(s) listed or described in the Schedule a copy of the written notice of cancellation that we sent to you. Such copies of the notice will be mailed as soon as practicable to the address or addresses provided by your broker or agent. This notification of cancellation of the policy is intended as a courtesy only. Our failure to provide such notification to the person(s) or organization(s) shown in the Schedule will not extend any policy cancellation date or impact or negate any cancellation of the policy. This endorsement does not entitle the person(s) or organization(s) listed or described in the Schedule below to any benefit, rights or protection under this policy. Any provision of this endorsement that is in conflict with a statute or rule is hereby amended to conform to that statute or vale. Schedule Person(s) or Organization(s) including mailing address: All certificate holders where written notice of the cancellation of this policy is required, by written . contract, permit or agreement with the Named Insured and whose names and addresses will be provided by the broker or agent listed in the Declarations page of this policy for the purpose of complying with such request. All other terms and conditions of this policy remain unchanged. Policy Number: AEP0047315- 03 Named Insured: CSG Consultants This endorsement is effective on the inception date of this Policy unless otherwise stated herein: 00 ML0086 00 11 10 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF SECTION V. B. OPTIONAL EXTENDED CLAIMS REPORTING PERIOD This endorsement modifies insurance provided under the Design Professional Liability Policy. Inconsideration. of the premium charged, it is agreed that Section V. EXTENDED REPORTING PERIOD, Paragraph B. Optional Extended CLAIMS Reporting Period is deleted in its entirety and replaced with the following: B. Optional Extended CLAIMS Reporting Period If YOU do not renew this Policy, or YOU do not purchase other insurance that covers professional liability, or if WE cancel or refuse to renew this Policy for reasons other than (1) nonpayment of premium or Deductible; (2) noncompliance with the terms and conditions of this Policy; or (3) fraud or material misrepresentation, YOU shall have the option to extend the period by which a CLAIM can be made against YOU and reported to US. The premium for the Optional Extended CLAIMS Reporting Period shall be determined by charging (1) 100% of the annual premium for twelve (12) months, (2) 150% for twenty -four (24.) months, (3) 200% for thirty -six (36) months, or (4) 250% for sixty (60) months. The purchase of an Optional Extended CLAIMS Reporting Period shall be endorsed herein. YOUR right to purchase the Optional Extended CLAIMS Reporting Period must be exercised by notice in writing not later than thirty (30) days after the cancellation or termination date of this policy. Effective notice must indicate the total Optional Extended CLAIMS Reporting Period desired AND MUST INCLUDE PAYMENT OF PREMIUM FOR SUCH PERIOD. If such notice and the premium are not mailed to US within thirty (30) days, then YOU shall not at a later date be entitled to purchase an Optional Extended CLAIMS Reporting Period. At the commencement of any Optional Extended CLAIMS Reporting Period, the entire premium therefore shall be deemed earned, and in the event YOU terminate the Optional Extended CLAIMS Reporting Period before its term for any reason, WE shall not be obligated to return to YOU any portion of the premium. The fact that the period during which CLAIMS can be made against YOU and reported to US is extended by virtue of the Optional Extended CLAIMS Reporting Period shall not in any way increase the Limits of Liability of this policy. OUR liability shall further be limited to cover only those CLAIMS or CLAIM EXPENSES which arise out of YOUR providing or failure to have provided. PROFESSIONAL SERVICES prior to the expiration date of the POLICY PERIOD or any earlier termination date, if applicable, and prior to the Optional Extended CLAIMS Reporting Period. All other terms and conditions of this Policy remain unchanged. Issued By: Arch Insurance Company Policy Number: AEP0047315- 03 Named Insured: CSG Consultants, Inc Endorsement Effective Date: December 04, 2014 00 ML0207 00 1103 Page 1 of 1