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HomeMy WebLinkAboutAgreement - NBS Government Finance Group - Signed: 2027-06-30City of Gilroy Agreement/Contract Tracking Today’s Date: June 25, 2026 Your Name: Katty Alvarez Contract Type: Services over $5k - Consultant Phone Number: 408-846-0217 Contract Effective Date: (Date contract goes into effect) 7/1/2026 Contract Expiration Date: 6/30/2027 Contractor / Consultant Name and Address: NBS Sara Mares, Chief Operating Officer 32605 Temecula Parkway, Suite 316 Temecula, CA 92592 Contract Subject: (no more than 100 characters) Professional services to prepare a development impact fee study Contract Amount: (Inclusive of Orig. and all amendment amounts) $99,999.00 By submitting this form, I confirm this information is complete: ☒Procurement method per City Purchasing Policy followed (including Special Policies such as Local Vendor Preference and Wage Theft) Single Source ☒AB339, Bargaining Group was notified on___N/A___________ (Write ‘N/A’ if not applicable) ☒Item is budgeted in Org/Obj 410/425/430/435/4405500-53142 ☒Terms of the agreement (start date and completion dates or “until project completion”, cap of compensation to be paid) ☒Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached ☒ W-9 (Taxpayer ID or SS#) and Contractor License # if applicable ☒ Insurance (Certificate and Endorsement Pages) ☒ Contractor/Consultant signature, name and title ☒City Administrator or Department Head Name, City Clerk (Attest), City Attorney (Approved as to Form) Routing Steps for Electronic Signature Department Head Cindy Murphy Risk Manager Michael Horta City Attorney Approval As to Form Andy Faber City Administrator (if needed) Harjot Sangha for Matt Morley City Clerk Attestation Kim Mancera Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD -1- 4909-9229-3710v6 ALF\04706277 AGREEMENT FOR SERVICES [Professional Services] This Agreement for Services (the “Agreement”) is entered into as of July 1, 2026 (the “Effective Date”), by and between the City of Gilroy (“CITY”), a municipal corporation duly organized and existing under the laws of the State of California, and NBS (“CONTRACTOR”). ARTICLE 1. TERM OF AGREEMENT The term of this Agreement shall commence on the Effective Date and continue in effect through June 30, 2027 (“End Date”), unless sooner terminated in accordance with the provisions of Article 8. Should no Effective Date be specified above, then the Effective Date of this Agreement shall be the date this Agreement is executed by the authorized CITY representative. The term of this Agreement may be extended by amendment in accordance with Article 9.A. It is intended that termination of this Agreement be contemporaneous with the final acceptance of all services described in Exhibit B by the Gilroy City Administrator or designee. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS Both parties understand and agree that CONTRACTOR, and any person working for or under the direction of CONTRACTOR, is an independent contractor and not an employee, agent, joint venturer, or partner of CITY. Nothing in this Agreement shall be construed as creating an employer-employee relationship between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. CONTRACTOR is not an employee for state or federal tax purposes. CONTRACTOR 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. CONTRACTOR retains the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR A. Specific Services CONTRACTOR shall perform the services (the “Services”) in accordance with Exhibit A (“Specific Provisions”) and as outlined in Exhibit B (“Scope of Services”) within the time periods described in Exhibit C (“Milestone Schedule”) in accordance with the requirements of this Agreement. B. Method of Performing Services CONTRACTOR will determine the method, details, and means of performing the above-described Services. CITY has no right to control the manner or determine the method of accomplishing CONTRACTOR’s Services. CONTRACTOR will supply all tools and instrumentalities required to perform the Services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY. Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD -2- 4909-9229-3710v6 ALF\04706277 C. Employment of Workers CONTRACTOR may, at the CONTRACTOR’s own expense, employ such workers as CONTRACTOR deems necessary to perform the Services required of CONTRACTOR by this Agreement, subject to the limitations on assignment and subcontracting contained in Article 5.E, below. CITY may not control, direct, or supervise CONTRACTOR’s workers in the performance of those Services. CONTRACTOR assumes full and sole responsibility for the payment of all compensation and expenses of these workers and for all State and Federal income tax, unemployment insurance, Social Security, disability insurance, and other applicable withholding. As an independent contractor, CONTRACTOR shall indemnify, defend, and hold CITY, its officers, officials, representatives, agents, employees, and volunteers harmless, pursuant to Article 5.D from and against any and all third-party claims arising from allegations that an employee- employer relationship exists between CITY and an employee or subcontractor of CONTRACTOR or of any of its subcontractors. ARTICLE 4. COMPENSATION A. Consideration In consideration for the Services to be performed by CONTRACTOR, CITY shall pay CONTRACTOR the amounts set forth in Exhibit D (“Payment Schedule”). Such compensation shall be without right to any additional compensation of any kind or type whatsoever, including, without limitation, in quantum meruit. CONTRACTOR shall not be compensated for, and CITY shall not be obligated to pay for, any Services performed by CONTRACTOR without prior, written authorization from CITY, that exceed the total compensation amount provided herein. In the event of a conflict between the amount set forth in this Article 4.A and Exhibit D regarding the amount of compensation, this Article 4.A shall prevail. In no event shall the total compensation paid to CONTRACTOR for the complete and satisfactory performance of the Services in accordance with this Agreement exceed $99,999.00. B. Invoices CONTRACTOR shall submit invoices for all services rendered. CONTRACTOR shall invoice CITY no more than once every thirty (30) days. C. Payment Payment will be due according to the payment schedule set forth in Exhibit D. No payment will be made unless CONTRACTOR has first provided CITY with a written invoice describing the work performed and any approved direct expenses (as provided for in Exhibit A, Section III) incurred during the preceding period. CITY shall have no obligation to pay for any work or direct expenses not invoiced within ninety (90) days of the date such work was performed or such expenses were incurred. Expenses shall not be invoiced until incurred. If CITY objects to all or any portion of any invoice, CITY will notify CONTRACTOR of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD -3- 4909-9229-3710v6 ALF\04706277 pay that portion of the invoice not in dispute. It shall not constitute a breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected prior to resolution of the objection by mutual agreement of both parties hereto. D. Costs and Expenses Incident to Performance CONTRACTOR shall be responsible for all costs and expenses incident to the performance of Services for CITY, including, without limitation, all costs of equipment used or provided by CONTRACTOR, all fees, fines, licenses, bonds, or taxes required of or imposed against CONTRACTOR and all other of CONTRACTOR’s costs of doing business. CITY shall not be responsible for any expenses incurred by CONTRACTOR in performing Services for CITY, except for those expenses constituting approved “direct expenses” referenced in Exhibit A, Section III. ARTICLE 5. OBLIGATIONS OF CONTRACTOR A. Compliance with Laws CONTRACTOR shall comply with all applicable Federal, State, and local laws and regulations in fulfilling CONTRACTOR’s obligations under this Agreement. Without limiting the generality of the foregoing, CONTRACTOR shall comply with the provisions of California Labor Code Section 1735, and California Government Code Section 12940, obligating every worker and/or subcontractor under a contract or subcontract to CITY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status of any employee, applicant for employment, or any potential subcontractor. Pursuant to Gilroy City Code Section 1.15, construction, alteration, demolition, repair and maintenance work performed under certain public works contracts is subject to all State laws regarding payment of prevailing wages, including, without limitation, Labor Code Section 1770 et seq. (“State Prevailing Wage Laws”). For construction work that cumulatively exceeds $25,000 and for alteration, demolition, repair and maintenance work that cumulatively exceeds $15,000, CONTRACTOR and its subcontractors must comply with State Prevailing Wage Laws. ☐ ____________(initial) If the box to the left of this sentence is checked and the line beside it initialed by CITY, CONTRACTOR and its subcontractors must comply with State Prevailing Wage Laws and the provisions set forth in Section G of Exhibit A apply. INDEMNIFICATION: CONTRACTOR acknowledges and agrees that regardless of whether or not the box above is checked and the line initialed, it is ultimately the responsibility of the CONTRACTOR and all subcontractors to determine for themselves whether any Services provided under this Agreement must comply with State Prevailing Wage Laws. To the fullest extent permitted by law, CONTRACTOR shall defend, indemnify, and hold harmless, through counsel approved by CITY (which approval will not be unreasonably withheld), CITY, its officers, Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD -4- 4909-9229-3710v6 ALF\04706277 officials, representatives, agents, employees, and volunteers, against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities, and expenses, including attorneys’ fees, that arise out of, pertain to, or relate to any determination made by CITY, its officers, officials, representatives, agents, employees, and volunteers, whether explicitly or implicitly through any number of actions or representations, related to any classification that a project constitutes a public works project which must comport with State Prevailing Wage Laws. B. Professional Standard of Care CONTRACTOR shall perform all Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the County of Santa Clara and the State of California. CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONTRACTOR will 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 CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR’s negligent performance of any of the Services furnished under this Agreement. C. Insurance CONTRACTOR shall procure and maintain insurance as described in Exhibit E for the duration of this Agreement (and any additional time as may be required in Exhibit E for particular coverage). D. Indemnification of Liability, Duty to Defend CONTRACTOR’s indemnification and defense obligations, as provided herein, are in addition to, and are not limited by, the indemnification provision detailed in Article 5.A related to the State Prevailing Wage Laws and the insurance obligations provided in Article 5.C and Exhibit E. To the fullest extent permitted by law, CONTRACTOR shall defend, indemnify, and hold harmless, through counsel approved by CITY (which approval will not be unreasonably withheld), CITY, its officers, officials, representatives, agents, employees, and volunteers, against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities, and expenses, including attorneys’ fees, that arise out of, pertain to, or relate to the performance of the Services or this Agreement, including all claims relating to the failure to pay wages, or the injury or death of any person or damage to any property, however caused, regardless of any negligence of CITY, excepting only such injury or death of any person, damage to any property, or any other loss, damage, or expense caused by the gross negligence or willful misconduct of CITY, its officers, officials, representatives, agents, employees, or volunteers. To the fullest extent permitted by law, CONTRACTOR shall defend, indemnify, and hold harmless, through counsel approved by CITY (which approval will not be unreasonably withheld), CITY, its officers, representatives, agents and employees from and against any and all claims, Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD -5- 4909-9229-3710v6 ALF\04706277 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 CONTRACTOR’s employees. Notwithstanding the foregoing, to the extent that this Agreement is a “construction contract” within the meaning of Civil Code Section 2783, then CONTRACTOR’s obligations to defend, indemnify, and hold harmless CITY, its officers, officials, representatives, agents, employees, and volunteers shall not extend to any injury or death of any person, damage to any property, or any other loss, damage, or expense caused by the sole or active negligence or willful misconduct of CITY, its officers, officials, representatives, agents, employees, or volunteers. Furthermore, to the extent that CONTRACTOR is a “design professional” within the meaning of Civil Code Section 2782.8, CONTRACTOR’s duty to indemnify provided above, including CONTRACTOR’s duty and cost to defend, shall be limited to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As stated in Article 2, CONTRACTOR is not CITY’s employee. Thus, CONTRACTOR is responsible for paying all required State and Federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that:  CITY will not withhold FICA (Social Security) from payments to CONTRACTOR;  CITY will not make State or Federal unemployment insurance contributions on behalf of CONTRACTOR;  CITY will not withhold State or Federal income tax from payments to CONTRACTOR;  CITY will not make disability insurance contributions on behalf of CONTRACTOR;  CITY will not obtain workers’ compensation insurance on behalf of CONTRACTOR. G. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, CONTRACTOR shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 (“the Act”) as the same may be amended from time to time. CONTRACTOR shall also require such compliance of all subcontractors performing work under this Agreement, subject to the limitations on assignment and Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD -6- 4909-9229-3710v6 ALF\04706277 subcontracting contained in Article 5.E, above. CONTRACTOR shall defend, indemnify and hold harmless, through counsel approved by CITY (which approval will not be unreasonably withheld), CITY, its officers, officials, representatives, agents, employees, or volunteers, 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 CONTRACTOR, its subcontractors, or the officers, employees, agents or representatives of either. ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY will respond to all reasonable requests of CONTRACTOR and provide access at reasonable times, following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR’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 CONTRACTOR. Such assignment will not release CONTRACTOR from any of CONTRACTOR’s duties or obligations under this Agreement. ARTICLE 7. TIME OF COMPLETION A. Time of the Essence All dates and times referred to in this Agreement are of the essence. B. Commencement of Services CONTRACTOR shall commence the Services described in Exhibit B on the date specified in the CITY’s “Notice to Proceed,” issued pursuant to Exhibit A, Section II.A. C. Contract Time CONTRACTOR shall diligently complete its Services within the time provided in Exhibit C. D. Adjustments to Schedule The term of this Agreement and/or the time periods described in Exhibit C may only be extended by amendment to this Agreement executed by CITY and CONTRACTOR in accordance with Article 9.A. ARTICLE 8. TERMINATION OF AGREEMENT A. Sale of CONTRACTOR’s Business/ Death of CONTRACTOR CONTRACTOR shall notify CITY of the proposed sale of CONTRACTOR’s business no later than thirty (30) days prior to any such sale. CITY will have the option of terminating this Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD -7- 4909-9229-3710v6 ALF\04706277 Agreement by providing written notice of termination in accordance with Article 9.J, within thirty (30) days after receiving such notice of sale. If CONTRACTOR is an individual, this Agreement shall be deemed automatically terminated upon death of CONTRACTOR. B. Termination by CITY Without Cause Notwithstanding any other provision of this Agreement, CITY may terminate this Agreement without cause at any time upon giving ten (10) days written notice to CONTRACTOR in accordance with Article 9.J. CONTRACTOR shall immediately stop work upon receipt of such notice except as may be necessary to safeguard and protect a project site, and shall be entitled to compensation per this Agreement for work performed prior to work stoppage. C. Termination by CITY for Material Breach by CONTRACTOR Should CONTRACTOR breach any provision of this Agreement and such breach be material, CITY may, but is not obligated to, terminate this Agreement by providing written notice to CONTRACTOR in accordance with Article 9.J. For the purposes of this section, material breach of this Agreement includes, but is not limited to the following: 1. CONTRACTOR’s failure to professionally and/or timely perform any of the Services contemplated by this Agreement. 2. CONTRACTOR’s breach of any of its representations, warranties or covenants contained in this Agreement. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR’S material breach of this Agreement, then in addition to any other rights and remedies CITY may have, CONTRACTOR shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete those 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 CONTRACTOR for the performance of those tasks pursuant to this Agreement. D. Termination by CONTRACTOR for CITY’s Failure to Make Agreed-Upon Payments If CITY fails to pay CONTRACTOR all or any part of the compensation set forth in Article 4 of this Agreement by the date due, then if and only if such nonpayment constitutes a material breach under this Agreement, CONTRACTOR may, but is not obligated to, terminate this Agreement if such breach is not remedied by CITY within thirty (30) days after written demand for such payment is given by CONTRACTOR to CITY in accordance with Article 9.J. E. Transition after Termination Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD -8- 4909-9229-3710v6 ALF\04706277 cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. CONTRACTOR will be entitled to payment only for work satisfactorily completed through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amount set forth in Article 4.A of this Agreement for its Services which have been fully, competently and timely rendered by CONTRACTOR. CONTRACTOR shall within ten days of receipt of notice of termination deliver to CITY all work done toward completion of the Services required hereunder in the format of electronically stored files where available (including, without limitation, documents, spreadsheets, video and images, AUTOCAD or other design files, and the like) and shall act in such a manner as to facilitate the assumption of CONTRACTOR’s duties by any new contractor hired by the CITY to complete such Services, including the use of the files required to be delivered hereunder. ARTICLE 9. GENERAL PROVISIONS A. Amendment & Modification No amendment, modification, alteration or change to the terms of this Agreement will be effective unless and until made in a writing signed by both parties hereto. B. Attorneys’ Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs, 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. C. Binding on Successors and Assigns The covenants, terms, conditions and provisions of this Agreement shall apply to, and shall bind, the heirs, successors, executors, administrators, and assigns of both parties hereto. D. Interpretation The captions and headings of the various articles, sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. This Agreement contains the contributions of both parties, each of whom has had the opportunity to consult competent counsel, and it is expressly agreed and understood that the rule stated in Civil Code Section 1654, that ambiguities in a contract should be construed against the drafter, shall have no application to the construction of this Agreement. E. Conflict of Interest CONTRACTOR certifies that to the best of its knowledge, no employee, officer, or elected official of the CITY or of any public agency interested in this Agreement has any pecuniary interest in the business of CONTRACTOR, and that no person associated with CONTRACTOR has any interest Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD -9- 4909-9229-3710v6 ALF\04706277 that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. F. 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 hereunder by CONTRACTOR 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 are not binding upon CITY. G. Exhibits Incorporated All exhibits referred to in this Agreement and attached to it are hereby incorporated by reference. In the event there is a conflict between the terms in the body of this Agreement and any of the terms of any exhibit to this Agreement, the terms in the body of this Agreement shall control. 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. 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 will have any claim or right of action hereunder for any cause whatsoever. J. Notices Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered by U.S. Mail, registered or certified, return receipt requested, postage prepaid, or by overnight delivery service showing receipt of delivery, or by personal delivery, or by facsimile (fax) or email. Notices or demands shall be addressed as follows: Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD -10- 4909-9229-3710v6 ALF\04706277 CITY: City of Gilroy Attn: City Administrator 7351 Rosanna Street Gilroy, CA 95020 Fax: 408-846-0500 With a copy to: City of Gilroy Attn: Director, Finance Department 7351 Rosanna Street Gilroy, CA 95020 Fax: 408-846-0500 CONTRACTOR: NBS Sara Mares, Chief Operating Officer 32605 Temecula Parkway, Suite 316 Temecula, CA 92592 or to such other address as either party may from time to time specify in writing to the other party in accordance with this paragraph. Notices shall be deemed to have been given upon the earlier of actual receipt; or the next business day after delivery to an overnight delivery service; or three (3) days after the deposit in the U.S. mail; or the same day notice is faxed or emailed (if faxed or emailed before 5:00 p.m.), and on the next business day (if faxed or emailed after 5:00 p.m.) K. Severability If any provision of this Agreement, including any exhibit hereto, is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the court is authorized and instructed to modify this Agreement so that the transactions and agreements contemplated herein are consummated as originally intended to the fullest extent possible. L. Survival Clause CONTRACTOR’s obligations to defend, indemnify, and hold harmless CITY, and CITY’s rights and remedies, as provided in this Agreement, survive the expiration or any termination of this Agreement, including, without limitation, CONTRACTOR’s obligations under Article 5, and CITY’s rights and remedies under Article 9.B and Exhibit A, Section IV.B. M. Waiver Waiver by CITY of any breach, violation of, or failure to perform any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, by CONTRACTOR, or any CITY delay in enforcement of the same, will not be deemed to be a waiver of any other Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD -11- 4909-9229-3710v6 ALF\04706277 term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law, by CONTRACTOR. N.Counterparts; Electronic Signatures This Agreement may be executed in counterparts, each of which shall be deemed an original. This Agreement and any other documents to be delivered in connection herewith may be electronically signed. Any digital or electronic signatures (including pdf, facsimile or electronically imaged signatures provided by DocuSign or any other digital signature provider) appearing on this Agreement or such other documents shall have the same force and effect as handwritten signatures for the purposes of validity, enforceability and admissibility. Executed at Gilroy, California, on the date and year written below. CONTRACTOR: NBS By: Name: Sara Mares Title: Chief Operating Officer Social Security or Taxpayer Identification Number 33-0712512 Approved as to Form CITY: CITY OF GILROY By: Name: Harjot Sangha for Matt Morley Title: Assistant City Administrator Date: June 25, 2026 ATTEST: City Attorney City Clerk Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD -1- 4909-9229-3710v6 ALF\04706277 EXHIBIT A SPECIFIC PROVISIONS I. PROJECT MANAGER CONTRACTOR shall provide the Services as outlined in Exhibit B, (“Scope of Services”). To accomplish that end, CONTRACTOR agrees to assign Nicole Kissam, 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, CONTRACTOR 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 CONTRACTOR shall commence the Services upon CITY’s delivery of a written “Notice to Proceed,” from the designated CITY contact person(s) to CONTRACTOR. For purposes of this Agreement, Cindy Murphy will be the designated CITY contact person(s). The Notice to Proceed may be in the form of email, letter or fax authorizing commencement of the Services. The Notice to Proceed shall be given in accordance with Article 9.J of this Agreement or may be given by email. B. COMPLETION OF SERVICES When CITY determines that CONTRACTOR has completed all of the Services in accordance with the terms of this Agreement, CITY will give CONTRACTOR a written Notice of Final Acceptance. CONTRACTOR may request this Notice of Final Acceptance when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY will make a determination of completion within two (2) weeks of such request, or if CITY determines that CONTRACTOR has not completed all of such Services as required by this Agreement, CITY will so inform CONTRACTOR within this two (2) week period. CITY’s failure to make such a determination of completion within two (2) weeks shall be deemed to constitute CITY’s rejection of the Services subject to CITY’s later issuance of a Notice of Final Acceptance. III. PAYMENT OF FEES AND DIRECT EXPENSES Payments will be made to CONTRACTOR as provided for in Article 4 of this Agreement. Direct expenses are charges and fees for services not included in Exhibit B. CITY will only be obligated to pay for those direct expenses that have been previously approved in writing by CITY. CONTRACTOR must obtain written approval from CITY prior to incurring or billing for direct expenses. Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD -2- 4909-9229-3710v6 ALF\04706277 Copies of pertinent financial records, including, without limitation, invoices, must be included with the submission of billing(s) for all direct expenses. IV. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONTRACTOR 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 CONTRACTOR’s representations and warranties regarding its skills, qualifications and licenses. 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 will 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 will be that used by CITY for similar purposes. If such deliverables are required under this Agreement, all civil (including structural and geotechnical) engineering plans, calculations, specifications, and reports shall be prepared by, or under the responsible charge of, a licensed civil engineer and will include his or her name and license number. Interim documents will include a notation as to the intended purpose of the document, such as “preliminary” or “for review only.” All civil engineering plans and specifications that are permitted or that are to be released for construction will bear the signature and seal of that licensee and the date of signing and sealing or stamping. B. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR 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, without limitation, invoices, vouchers, canceled checks, time cards, etc.) of CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years from the date of final payment to CONTRACTOR, 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 CONTRACTOR, all of which will be made available to CITY at the CITY’s offices within five (5) business days after CITY’s request. C. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, without limitation, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONTRACTOR and all other written and oral information submitted to CONTRACTOR in connection with the performance of this Agreement shall be held confidential by CONTRACTOR and will 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 Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD -3- 4909-9229-3710v6 ALF\04706277 CONTRACTOR which is otherwise known to CONTRACTOR or which becomes generally known to the related industry (other than that which becomes generally known as the result of CONTRACTOR’s disclosure thereof) will be deemed confidential. CONTRACTOR 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. D. NO PLEDGING OF CITY’S CREDIT. Under no circumstances will CONTRACTOR have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. E. OWNERSHIP OF MATERIAL. All material including, without limitation, 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 (“Materials”) shall be provided to CITY upon its request (whether during or after the term of this Agreement), but CONTRACTOR may retain and use copies thereof subject to Section IV.C above. Upon delivery to CITY, any Materials delivered shall become the property of the CITY, but they shall remain the property of CONTRACTOR prior to the delivery thereof. CONTRACTOR represents and warrants to CITY that none of the Materials infringes any patent, copyright, trademark, trade secret, or any other intellectual property right of any third-party, and any claims arising out of an actual or alleged breach of this representation and warranty shall be subject to CONTRACTOR’s obligations pursuant to Article 5.D. Upon delivery to CITY, CITY shall not be limited in any way in its use of the Materials at any time for any work, whether or not associated with the Services rendered under this Agreement. However, CONTRACTOR will not be responsible for, and City will indemnify CONTRACTOR from, damages resulting from the use of the Materials for work other than for the Services, including, without limitation, the release of Materials to third parties for work other than on the Services rendered under this Agreement. F. FEDERAL OR STATE FUNDING REQUIREMENTS. ☐ If the box to the left of this sentence is checked, this Agreement involves Federal or State funding and the requirements of this Section IV.F, below, apply. 1. DBE Program CONTRACTOR 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. Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD -4- 4909-9229-3710v6 ALF\04706277 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, will be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONTRACTOR warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONTRACTOR, 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, CITY shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the price or consideration specified in this Agreement, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or other consideration. 4. Byrd Anti-Lobbying Amendment If the maximum amount of this Agreement exceeds One Hundred Thousand and No/100 Dollars ($100,000.00), CONTRACTOR shall comply with the provisions of 31 U.S.C. § 1352. 5. Additional Federal Requirements If applicable, CONTRACTOR shall comply with the requirements of Title 37, Part 401, Code of Federal Regulations (34 CFR 401), “Rights to Inventions Made by Nonprofit Organizations and Small Businesses Under Government Grants, Contracts and Cooperative Agreements,” the Clean Water Act (42 U.S.C. § 7401, et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.), and any orders and regulations pursuant thereto. CONTRACTOR has read and understands the provisions of Appendix II, Title 2, Part 200, Code of Federal Regulations (2 CFR 200, Appx. II), “Contract Provisions for Non-Federal Entity Contracts Under Federal Awards,” which are incorporated herein by reference as though fully set forth. G. PREVAILING WAGE REQUIREMENTS. If this Agreement is subject to the payment of prevailing wages pursuant to Section A of Article 5, the following requirements apply: 1. Payment of Prevailing Wages CONTRACTOR and all subcontractors shall pay workers per diem wages in an amount that is no less than the applicable prevailing wage rate. 2. Prevailing Wage Rates The prevailing wage rate of per diem wages is available online at the following website: https://www.dir.ca.gov/OPRL/DPreWageDetermination.htm. CONTRACTOR and all Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD -5- 4909-9229-3710v6 ALF\04706277 subcontractors shall post a copy of the prevailing wage rate of per diem wages at each job site and shall make them available to any interested party upon request. 3. Penalties for Violations CONTRACTOR and all subcontractors shall comply with Labor Code Section 1775 in the event a worker is paid less than the prevailing wage rate for the work or craft in which the worker is employed. This shall be in addition to any other applicable penalties allowed under Labor Code Sections 1720 through 1861. 4. Payroll Records CONTRACTOR and all subcontractors shall comply with Labor Code Section 1776, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. CONTRACTOR and all subcontractors shall also furnish records specified in Labor Code Section 1776 directly to the Labor Commissioner in the manner required by Labor Code Section 1771.4. 5. Apprentices CONTRACTOR and all subcontractors shall comply with Labor Code Sections 1777.5, 1777.6, and 1777.7 concerning the employment and wages of apprentices. CONTRACTOR shall ensure their subcontractors comply with Labor Code Section 1777.5, and CONTRACTOR may be subject to penalties for their subcontractors’ non-compliance with Labor Code Section 1777.5 pursuant to the standards enumerated in Labor Code Section 1777.7. 6. Working Hours CONTRACTOR and all subcontractors shall comply with Labor Code Sections 1810 through 1815, including but not limited to restricting working hours on public works contracts to eight (8) hours a day 7. Contractor and Subcontractor Registration Requirements CONTRACTOR and all subcontractors shall not be qualified to bid on, be listed in a bid or proposal, subject to the requirements of Public Contract Code Section 4104, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Business and Professions Code Section 7029.1 or by Public Contract Code Sections 10164 and 20103.5, provided the contractor is registered to perform public work pursuant to Labor Code Section 1725.5 at the time the contract is awarded. 8. Compliance Monitoring and Enforcement This Agreement and the Services provided thereunder are subject to compliance monitoring and enforcement by the Department of Industrial Relations. Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD -1- 4909-9229-3710v6 ALF\04706277 EXHIBIT B SCOPE OF SERVICES See attached " APPENDIX B | SCOPE OF SERVICES" Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD -1- 4909-9229-3710v6 ALF\04706277 EXHIBIT C MILESTONE SCHEDULE To be discussed, agreed upon, or directed by the City. Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD -1- 4909-9229-3710v6 ALF\04706277 EXHIBIT D PAYMENT SCHEDULE Services will be billed according to the rates agreed as shown on "APPENDIX D | PAYMENT SCHEDULE". Projected total cost not to exceed $99,999.00. Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD -1- 4909-9229-3710v6 ALF\04706277 EXHIBIT E INSURANCE [Professional Services] CONTRACTOR shall procure and maintain for the duration of the Agreement, and for additional time if required below, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CONTRACTOR, its agents, representatives, or employees, including any subcontractors. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 00 01 covering Code 1 (any auto), or if CONTRACTOR has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability (Errors and Omissions) Insurance appropriate to the CONTRACTOR’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If CONTRACTOR maintains broader coverage and/or higher limits than the minimums shown above, CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to CITY. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status CITY, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the CONTRACTOR including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD -2- 4909-9229-3710v6 ALF\04706277 the CONTRACTOR’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37). Primary Coverage For any claims related to this Agreement, the CONTRACTOR’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 12 19 in regards to CITY, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the CITY, its officers, officials, employees, or volunteers shall be excess of the CONTRACTOR’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies. Umbrella or Excess Policy CONTRACTOR may use Umbrella or Excess Policies to provide the liability limits as required in this Agreement. The policies shall be provided on a true “following form” coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to CITY. Waiver of Subrogation CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONTRACTOR may acquire against CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions Self-insured retentions must be declared to and approved by CITY. CITY may require CONTRACTOR to purchase coverage with a lower retention or provide proof of ability to pay losses and related expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or CITY. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the CITY. Claims Made Policies If any of the required policies provide claims-made coverage: 1. The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of work pursuant thereto. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD -3- 4909-9229-3710v6 ALF\04706277 CONTRACTOR must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work. Verification of Coverage CONTRACTOR shall furnish CITY with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All required documents are to be received and approved by CITY before work commences. However, failure to obtain the documents prior to the work beginning shall not waive CONTRACTOR’s obligation to provide them. CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements, at any time. Subcontractors CONTRACTOR shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and CONTRACTOR shall ensure that CITY is an additional insured on insurance required from subcontractors. Duration of Coverage CGL & Excess liability policies for any construction-related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of five (5) years for Completed Operations liability coverage. Such Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. Special Risks or Circumstances CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD APPENDIX B | SCOPE OF SERVICES Work Plan: Development Impact Fee Study In general, the scope of services covered by this proposal involves the work necessary to prepare a development impact fee study that complies with the requirements of the California Mitigation Fee Act (Government Code Sections 66000 et seq.), the Quimby Act (Government Code Section 66477), where applicable, and relevant case law. The specific scope of services offered in this proposal is defined by the tasks described in the work plan that follows. That scope excludes legal, engineering, architectural, cost estimating and appraisal services. Impact Fee Calculation Methods Laws governing impact fees, including both court decisions and the California Mitigation Fee Act (Govt. Code Sections 66000 et seq.) require that local agencies imposing fees as a condition of development approval demonstrate that there is a reasonable relationship or “nexus” between those fees and the impact of a development project on facilities to be funded by the fees. The required nexus for impact fees, as set forth in relevant court decisions, can be thought of as having three elements:  Need. The City must show that development creates a need for the improvements funded by impact fees;  Benefit. The City must show that development derives a benefit from the provision of improvements funded by impact fees, and:  Proportionality. The City must show that the fees charged to a development project are proportional to the impact of that project on facilities funded by the impact fees. The “reasonable relationship” requirements contained in Section 66001 of the California Mitigation Fee Act address the same elements in different language Any one of several methods may be used to calculate impact fees for a particular type of facility. The choice of an appropriate method may depend on the availability of information and how the impact of development is to be measured. Important Recent Developments Our work plan will incorporate review and discussion of requirements of several new laws enacted by the State of California as well as recent and pending court decisions affecting impact fees such as: Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD  SB 330 - The Housing Crisis Act of 2019 which prohibits the imposition of new approval requirements on a housing development project once a preliminary application has been submitted.  AB 1483 – Housing Data: Collection and Reporting which requires that a city, county or special district must post on its website a current schedule of its fees and exactions, as well as associated nexus studies and annual reports. Updates must be posted within 30 days  SB 13 – Accessory Dwelling Units which prohibits the imposition of impact fees on accessory dwelling units (ADUs) smaller than 750 square feet and to require that impact fees for ADUs of 750 square feet or more must be proportional to the square footage of the primary dwelling unit.  AB 602 – Amendments to the Planning and Land Use Law and the Mitigation Fee Act which imposes several new requirements for impact fees that went into effect in 2022. Read our article here for a summary of implications:  Recent and pending court decisions affecting impact fees, such as: o Boatworks LLC vs. City of Alameda o Walker v. City of San Clemente o Hamilton and High v. City of Palo Alto o Sheetz v. County of El Dorado Impact Fees Covered by this Proposal The City has an existing fee program in place that requires updating. The following impact fees will be addressed in this proposal, however the City may direct Consultant to create individual impact fees for any of the below facilities, including:  General Public Facilities: o Law Enforcement o Fire Protection o City Hall o Corporation Yard o Parks o Community Centers  Engineered Facilities: o Transportation/Streets/Signals o Storm Drainage o Water System o Wastewater System Information to be Provided by the City The work to be performed by the Consultant on this impact fee study will depend heavily on information to be provided by the City. Among the types of information that may be needed by the Consultant for this study are:  The current General Plan, and any specific plans or other relevant planning studies  Data on the amount of existing development and planned future development in the study area, by land use type Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD  The Capital Improvement Program, level of service policies, facility master plans and other facility planning data. Recent amendments to the Mitigation Fee Act require most agencies to adopt a capital improvement plan with any new impact fee study.  Cost estimates for land, capital improvements, vehicles, and/or equipment to be funded by impact fees  Information on capital improvement funding sources and financing plans and any outstanding debt related to existing capital facilities This proposal assumes that all information needed to perform the work covered by the scope of this proposal will be provided by the City or is readily available from other sources such as the U.S. Census Bureau or the California Department of Finance. Detailed Work Plan The following tasks comprise the detailed work plan for this impact fee study. These tasks represent the typical requirements of an impact fee study and may be adjusted to meet the needs of this project. TASK 1: KICKOFF MEETING/PROJECT INITIATION To kickoff this study, the Project Manager will attend a kickoff meeting with key City staff and carry out other activities required to initiate the study, including:  Discuss the goals, work plan and schedule for the project  Establish coordination, communication and reporting procedures  Conduct initial interviews with key City staff members  Evaluate available information resources  Review the existing impact fee program and identify any issues of concern to the staff, City Council, or stakeholders  Assess the City’s current development patterns and growth potential Also upon project initiation, we plan to review impacts and explore methodology options relating to fee programs as a result of recent legislative changes such as AB 602 and legal decisions such as Sheetz v. County of El Dorado. We request the City involve legal counsel at this time to assist in discussion and direction setting for the study that will best serve the City’s needs. TASK 2: COMPILE DATA ON EXISTING AND FUTURE DEVELOPMENT In this task, the Consultant will collect, review, organize and analyze data on existing and future development in the City and compile it in a form useful for this study. Steps in that process may include:  Establish boundaries of the study area to be used in the analysis (e.g., existing City vs. sphere of influence)  Define the breakdown of land use types to be used in the study  Analyze land use data provided by the City to establish a baseline of existing development and a forecast of future development by land use type  Identify demand variables and specify demand factors that will be used to represent the impact of development in the impact fee calculations  Prepare development data tables to incorporate into the fee calculation model and the study report Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD TASK 3: FACILITY NEEDS ANALYSIS Using forecasts of future development from Task 2, the Consultant will review the Capital Improvement Program and facility master plans and work with staff to identify new facilities, facility expansions, vehicles and equipment needed to serve future development. Steps in that process will include the following:  Review adopted level-of-service standards and actual service levels for relevant facility types  Work with City staff to identify the operative level-of-service standard to be used in the impact fee analysis for each facility type  Identify any existing deficiencies or available capacity relative to the selected level of service standard  Project the additional service demand that will be created by new development, based on selected service levels  Translate service demand into facility needs by facility type  Compile cost estimates for relevant facilities and other assets  Identify costs eligible for impact fee funding TASK 4: IMPACT FEE ANALYSIS Using the information developed in Tasks 2 and 3, we will conduct the impact fee analysis and calculate impact fees by land use type for each type of facility addressed in the study. That process typically includes these steps:  Review the methods used to calculate existing impact fees and consider alternative methods where appropriate  A critical new requirement of AB 602 (Govt. Code Section 66016.5) is that residential impact fees must be calculated proportionately to the square footage of units unless another method is justified by specific findings. We will work with the City early in the study process to determine the most appropriate way to satisfy that requirement.  Construct a spreadsheet fee calculation model incorporating data on existing and future development, demand factors and costs for land, buildings and other capital assets relevant to the fee calculations.  Specify formulas in the model to allocate facility costs in proportion to the impact of new development by land use type  Calculate a cost per unit of service for each facility type  Convert the cost per unit of service into a schedule of impact fees per unit of development, by development type  Project potential revenue from the proposed fees TASK 5. FEE COMPARISON Policy makers often desire a comparison of fee amounts to neighboring jurisdictions. Although an “apples to apples” comparison of cost recovery policy and fee structures between agencies is challenging, a comparison can ensure a smoother implementation process. NBS will utilize their industry expertise Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD comparing similar impact fees in up to five (5) neighboring and comparable communities. A list of communities will be selected and approved by City staff. We will download their respective fee schedules and supporting studies from the Internet. If schedules and supporting studies are not available on the Internet, we will make a reasonable attempt to contact the agency to obtain that information. We will then compile a comparison of the fee categories and amounts, for the most readily comparable fee items that match the City’s existing and proposed impact fees. TASK 6: DRAFT AND FINAL STUDY REPORTS The impact fee study report will explain the data, methodology and formulas used in the fee calculations and document the nexus between the proposed fees and the impacts of development for each type of impact fee calculated in the study. As the study progresses, the Consultant will submit preliminary drafts of portions of the study report for review and comment by City staff. Once all sections are in draft form, an administrative draft of the entire study report, incorporating any previous staff comments, will be submitted for review. Then a final draft document will be prepared for the City Council and public review. If necessary, additional changes will be incorporated into the final study report. The study report will include the following components:  An Executive Summary including summary impact fee tables  A chapter discussing the legal requirements for impact fees and methods used to calculate the fees  A chapter presenting data on existing and future development in the study area and the factors used to measure the impacts of development on individual facility types.  A separate chapter for each type of fee presenting the data and methodology used in the analysis, a detailed explanation the impact fee calculations, and documentation of the nexus   A chapter on implementation recommendations, covering steps needed to comply with the Mitigation Fee Act through proper administration of the impact fees, including but not limited to:  Findings and enactment of fees  Collection and expenditure of fees  Accounting and reporting requirements  Administrative appeals, waivers, and exemptions  Credits and reimbursements for developer-provided facilities  Updating and indexing the fees  Recovery of administrative costs for the impact fee program Deliverables include: (1) Preliminary chapter drafts; (2) a complete draft report for staff review; (3) a final draft report for City Council and public review; (4) the final report. All drafts and the final report will be submitted electronically in .pdf format. TASK 7: MEETINGS AND PRESENTATIONS Meetings with City staff: The detailed work plan described above includes sufficient meetings with staff throughout the course of the Study to assist in development of draft results. We will meet with staff as needed to complete the scope of work. Meetings of the following nature required to develop the final report will be managed remotely utilizing video conferencing tools as needed: Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD  Kick Off meeting  Data collection and clarification meetings to obtain and clarify information  Review of findings Public Presentations of Results: For presentation of the Final Report the City Council and Commissions, Council Subcommittees, or community stakeholders, the consulting team will prepare presentation materials, conduct meetings to communicate outcomes, and facilitate an understanding of the Study’s results and its implications for the City. We can attend Council meetings either virtually, or in-person, for the professional fees as quoted herein. Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD APPENDIX D | PAYMENT SCHEDULE Proposed Pricing for Work Plan: Development Impact Fee Study The following table provides a detailed breakdown of the proposed not to exceed pricing for this project of $99,999. PROJECT COST DETAIL | CITY OF GILROY Task Plan Nicole Kissam Project Director Consultant Labor (Hours) Highstreet / Colgan, Castro Senior Senior Review Consultant Various - Consultant/ Project Analyst Grand Totals Consultant Consultant Labor Costs ($) (Hours) Hourly Rate $250 $275 $200 $163 Work Plan: Development Impact Fee Study 1 - Kickoff Meeting/Project Initiation 2.0 0.0 4.0 0.0 6.0 1,300 2 - Compile Data on Existing and Future Development 12.0 12.0 28.0 6.0 58.0 12,878 3 - Facility Needs Analysis 24.0 24.0 60.0 12.0 120.0 26,556 4 - Impact Fee Analysis 24.0 24.0 54.0 10.0 112.0 25,030 5 - Fee Comparison 0.0 0.0 12.0 32.0 44.0 7,616 6 - Draft and Final Study Reports 20.0 16.0 48.0 12.0 96.0 20,956 7 - Meetings and Presentations - - Tasks 1 - 7 Included above Council/Public Presentations per meeting Subtotal Development Impact Fee Study 82.0 76.0 206.0 72.0 436.0 $ 94,336 City designated funding options 5,663 Total Development Impact Fee Study $ 99,999 *For project budget estimation purposes, the $163 rate is the average of Project Analyst and Consultant hourly rates. Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 5/5/2026 C3 Risk &Insurance Services 404 Camino Del Rio S.STE 410 San Diego CA 92108 619-233-8000 619-864-7106 policy@c3insurance.com THE HANOVER INSURANCE COMPANY 22292 NBSGOVE-01 Allmerica Financial Benefit Insurance Company 41840NBSGovernmentFinanceGroup 32605 Temecula Parkway,Suite 316 Temecula CA 92592 Gemini Insurance Company 10833 1736131421 A X 2,000,000 X 300,000 10,000 2,000,000 4,000,000 X OH3A43196312 9/24/2025 9/24/2026 4,000,000 A 1,000,000 X X AH3A42745815 9/24/2025 9/24/2026 A X X 1,000,000OH3A431963129/24/2025 9/24/2026 1,000,000 X 0 B X N W23A42745712 9/24/2025 9/24/2026 1,000,000 1,000,000 1,000,000 C Professional Liability VNPL019969 9/24/2025 9/24/2026 Ea/Claim Aggregate Deductible 2,000,000 20,000 per claim RE:All operations performed by the named insured on behalf of the certificate holder.Additional insureds are included as/where required by written contract as respects to General Liability,Auto Liability;General Liability Primary Non-Contributory wording;Auto Liability Primary Non-Contributory wording,General Liability waiver of subrogation,Auto Liability waiver of subrogation,Workers Compensation waiver of subrogation,but limited to the operations of the Insured under said contract,and always subject to all the policy terms,conditions and exclusions per endorsements attached.Cancellation provisions attached.*THIS CERTIFICATE CANCELS AND SUPERSEDES ANY CERTIFICATE PREVIOUSLY ISSUED.* Description of Operations/Locations/Vehicles: Blanket forms apply when required by written contract: See Attached... City of Gilroy its officers,officials and employees 7351 Rosanna Street Gilroy CA 95020 Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: NBSGOVE-01 1 1 C3 Risk &Insurance Services NBS Government Finance Group 32605 Temecula Parkway,Suite 316 Temecula CA 92592 25 CERTIFICATE OF LIABILITY INSURANCE GENERAL LIABILITY: Additional Insured-Special Broadening Endt:391-1006 08 16 Additional Insured-Completed Operations:391-1602 08 16 Primary &Non-Contributory:391-1003 08 16 Waiver of Subrogation:391-1003 08 16 Cancellation Provision:391-1003 08 16 Umbrella Cancellation Provision:CU 02 23 09 12 AUTO: Additional Insured:CA20 48 02 99 Primary &Non-Contributory:461-0478 12 12 Waiver of Subrogation:461-0500 11 13 Auto Broadening Endorsement:461-0155 (9-97) Auto Cancellation Provision:IL 00 17 11 98 PROFESSIONAL LIABILITY: Professional Liability cancellation provision:VP00061017 Waiver of Subrogation VP09630819 Primary and Non-Contributory:AD66160409 WORKERS'COMPENSATION: Waiver of Subrogation:WC040306 (Ed 04-84) Cancellation Provision California WC 040601B Cancellation Provision Arizona WC 02 06 01 C Deductibles: General Liability-$0 Umbrella:$0 Professional Liability-$20,000 deductible (Per Claim). Umbrella goes over General Liability,Employers Liability and Auto Liability.Underlying Schedule per form 473-1103 (11/08) Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The following changes are made to SECTION II - LIABILITY: 1.Additional Insured by Contract, Agreement or Permit The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured by Contract, Agreement or Permit a.Any person or organization with whom you agreed in a written contract, written agreement or permit to add such person or organization as an additional insured on your policy is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury " caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1)"Your work" for the additional insured(s) designated in the contract, agreement or permit; (2)Premises you own, rent, lease or occupy; or (3)Your maintenance, operation or use of equipment leased to you. b.The insurance afforded to such additional insured described above: (1)Only applies to the extent permitted by law; and (2)Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. (3)Applies on a primary basis if that is required by the written contract, written agreement or permit. (4)Will not be broader than coverage provided to any other insured. (5)Does not apply if the "bodily injury ", "property damage" or "personal and advertising injury"is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission.Page 1 of 6 SUMMARY OF COVERAGES Limits Page 1.Additional Insured by Contract, Agreement or Permit Included 1 2.Additional Insured - Broad Form Vendors 3.Alienated Premises 4.Broad Form Property Damage - Borrowed Equipment, Customers Goods and Use of Elevators 5.Incidental Malpractice (Employed Nurses, EMT's and Paramedics) 6.Personal and Advertising Injury - Broad Form 7.Product Recall Expense Product Recall Expense Each Occurrence Limit Product Recall Expense Aggregate Limit Product Recall Deductible 8.Unintentional Failure to Disclose Hazards 9.Unintentional Failure to Notify Included Included Included Included Included Included $25,000 $50,000 $500 Included Included 2 3 3 3 4 4 5 5 5 6 6 Aggregate Occurrence Policy Number: OH3A43196312 Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD c.This provision does not apply: (1)Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage",or "personal injury and advertising injury". (2)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3)To any lessor of equipment: (a)After the equipment lease expires;or (b)If the "bodily injury","property damage","personal and advertising injury"arises out of sole negligence of the lessor. (4)To any: (a)Owners or other interests from whom land has been leased if the "occurrence"takes place or the offense is committed after the lease for the land expires;or (b)Managers or lessors of premises if: (i)The "occurrence"takes place or the offense is committed after you cease to be a tenant in that premises;or (ii)The "bodily injury","property damage","personal injury"or "advertising injury"arises out of structural alterations,new construction or demolition operations performed by or on behalf of the manager or lessor. (5)To "bodily injury","property damage"or "personal and advertising injury"arising out of the rendering of or the failure to render any professional services. 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 "occurrence"which caused the "bodily injury"or "property damage"or the offense which caused the "personal and advertising injury"involved the rendering of or failure to render any professional services by or for you. d.With respect to the insurance afforded to these additional insureds,the following is added to SECTION II -LIABILITY,D.Liability and Medical Expense Limits of Insurance : The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1.Required by the contract,agreement or permit described in Paragraph a.;or 2.Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations e.All other insuring agreements,exclusions, and conditions of the policy apply. 2.Additional Insured -Broad Form Vendors The following is added to SECTION II - LIABILITY,C.Who Is An Insured: Additional Insured -Broad Form Vendors a.Any person or organization that is a vendor with whom you agreed in a written contract or written agreement to include as an additional insured under this Coverage Part is an insured,but only with respect to liability for "bodily injury"or "property damage" arising out of "your products"which are distributed or sold in the regular course of the vendor's business. b.The insurance afforded to such vendor described above: (1)Only applies to the extent permitted by law; (2)Will not be broader than the insurance which you are required by the contract or agreement to provide for such vendor; (3)Will not be broader than coverage provided to any other insured;and (4)Does not apply if the "bodily injury", "property damage"or "personal and advertising injury"is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto c.With respect to insurance afforded to such vendors,the following additional exclusions apply: The insurance afforded to the vendor does not apply to: (1)"Bodily injury"or "property damage"for which the vendor is obligated to pay damages by reasons of the assumption of liability in a contract or agreement.This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement; (2)Any express warranty unauthorized by you; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices,Inc.,with its permission.Page 2 of 6 Policy Number: OH3A43196312 Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD (3)Any physical or chemical change in the product made intentionally by the vendor; (4)Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; (5)Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the sale of the product; (6)Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7)Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; (8)"Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a)The exceptions contained within the exclusion in subparagraphs (4)or (6) above; or (b)Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (9)"Bodily injury " or "property damage" arising out of an "occurrence"that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (11)Any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. d.With respect to the insurance afforded to these vendors, the following is added to SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance: The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance: 1.Required by the contract or agreement described in Paragraph a.; or 2.Available under the applicable Limits of Insurance shown in the Declarations; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 3.Alienated Premises SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage k. Damage to Property, paragraph (2) is replaced by the following: (2)Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. 4.Broad Form Property Damage - Borrowed Equipment, Customers Goods, Use of Elevators a.The following is added to SECTION II - LIABILITY, B. Exclusions, 1.Applicable To Business Liability Coverage, k. Damage to Property: Paragraph (4)does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (3), (4)and (6)do not apply to "property damage" to "customers goods" while on your premises nor to the use of elevators. b.For the purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1."Customers goods" means property of your customer on your premises for the purpose of being: a.Worked on; or b.Used in your manufacturing process. c.The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis. 5.Incidental Malpractice - Employed Nurses, EMT 's and Paramedics SECTION II - LIABILITY, C. Who Is An Insured, paragraph 2.a.(1)(d) does not apply to a nurse, 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission.Page 3 of 6 Policy Number: OH3A43196312 Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical,surgical,dental,x-ray or nursing services. 6.Personal Injury -Broad Form a.SECTION II -LIABILITY,B.Exclusions,2. Additional Exclusions Applicable only to "Personal and Advertising Injury",paragraph e.is deleted. b.SECTION II -LIABILITY,F.Liability and Medical Expenses Definitions,14."Personal and advertising injury",paragraph b.is replaced by the following: b.Malicious prosecution or abuse of process. c.The following is added to SECTION II - LIABILITY,F.Liability and Medical Expenses Definitions,Definition 14."Personal and advertising injury": "Discrimination"(unless insurance thereof is prohibited by law)that results in injury to the feelings or reputation of a natural person, but only if such "discrimination"is: (1)Not done intentionally by or at the direction of: (a)The insured; (b)Any officer of the corporation, director,stockholder,partner or member of the insured;and (2)Not directly or indirectly related to an "employee",not to the employment, prospective employment or termination of any person or persons by an insured. d.For purposes of this endorsement,the following definition is added to SECTION II - LIABILITY,F.Liability and Medical Expenses Definitions: 1."Discrimination"means the unlawful treatment of individuals based upon race, color,ethnic origin,gender,religion,age, or sexual preference."Discrimination " does not include the unlawful treatment of individuals based upon developmental, physical,cognitive,mental,sensory or emotional impairment or any combination of these. e.This coverage does not apply if liability coverage for "personal and advertising injury"is excluded either by the provisions of the Coverage Form or any endorsement thereto. 7.Product Recall Expense a.SECTION II -LIABILITY,B.Exclusions,1. Applicable To Business Liability Coverage, o.Recall of Products,Work or Impaired is replaced by the following: o.Recall of Products,Work or Impaired Property Damages claimed for any loss,cost or expense incurred by you or others for the loss of use,withdrawal,recall, inspection,repair,replacement, adjustment,removal or disposal of: (1)"Your product"; (2)"Your work";or (3)"Impaired property"; If such product,work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency,inadequacy or dangerous condition in it,but this exclusion does not apply to "product recall expenses" that you incur for the "covered recall"of "your product". However,the exception to the exclusion does not apply to "product recall expenses"resulting from: (4)Failure of any products to accomplish their intended purpose; (5)Breach of warranties of fitness, quality,durability or performance; (6)Loss of customer approval,or any cost incurred to regain customer approval; (7)Redistribution or replacement of "your product"which has been recalled by like products or substitutes; (8)Caprice or whim of the insured; (9)A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; (10)Asbestos,including loss,damage or clean up resulting from asbestos or asbestos containing materials;or (11)Recall of "your products"that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. b.The following is added to SECTION II - LIABILITY,C.Who Is An Insured,paragraph 3.b.: "Product recall expense"arising out of any withdrawal or recall that occurred before you acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices,Inc.,with its permission.Page 4 of 6 Property Policy Number: OH3A43196312 Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD c.The following is added to SECTION II - LIABILITY,D. Liability and Medical Expenses Limits of Insurance: Product Recall Expense Limits of Insurance a.The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and the rules stated below fix the most that we will pay under this Product Recall Expense Coverage regardless of the number of: (1)Insureds; (2)"Covered Recalls" initiated; or (3)Number of "your products" withdrawn. b.The Product Recall Expense Aggregate Limit is the most that we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. c.The Product Recall Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d.All "product recall expenses " in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence". e.Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. f.If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses" to an amount that is less than the Product Recall Expense Each Occurrence Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. g.Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. d.The following is added to SECTION II - LIABILITY, E. Liability and Medical Expense General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1)Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; (2)Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. e.For the purposs of this endorsement, the following definitions are added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1."Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage". 2."Product recall expense(s)" means: a.Necessary and reasonable expenses for: (1)Communications, including radio or television announcements or printed advertisements including stationary, envelopes and postage; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission.Page 5 of 6 Policy Number: OH3A43196312 Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD (2)Shipping the recalled products from any purchaser,distributor or user to the place or places designated by you; (3)Remuneration paid to your regular "employees"for necessary overtime; (4)Hiring additional persons,other than your regular "employees"; (5)Expenses incurred by "employees" including transportation and accommodations; (6)Expenses to rent additional warehouse or storage space; (7)Disposal of "your product",but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid "bodily injury" or "property damage"as a result of such disposal, you incur exclusively for the purpose of recalling "your product";and b.Your lost profit resulting from such "covered recall". f.This Product Recall Expense Coverage does not apply: (1)If the "products -completed operations hazard"is excluded from coverage under this Coverage Part including any endorsement thereto;or (2)To "product recall expense"arising out of any of "your products"that are otherwise excluded from coverage under this Coverage Part including endorsements thereto. 8.Unintentional Failure to Disclose Hazards The following is added to SECTION II - LIABILITY,E.Liability and Medical Expenses General Conditions: Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 9.Unintentional Failure to Notify The following is added to SECTION II - LIABILITY,E.Liability and Medical Expenses General Conditions,2.Duties in the Event of Occurrence,Offense,Claim or Suit: Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice of an "occurrence",offense,claim or "suit", solely due to your reasonable and documented belief that the "bodily injury","property damage" or "personal and advertising injury"is not covered under this Policy. ALL OTHER TERMS,CONDITIONS,AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices,Inc.,with its permission.Page 6 of 6 Policy Number: OH3A43196312 Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE 391-1602 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission.Page 1 of 1 Name Of Person Or Organization Location And Description Of Completed Operations (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) For the purpose of coverage provided by this endorsement, the following changes are made to SECTION II - LIABILITY: A.The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Any person or organization shown in the Schedule above is also an additional insured, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule above, performed for that additional insured and included in the "products-completed operations hazard". However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, 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. B.The following is added to SECTION II - LIABILITY, D.Liability And Medical Expenses 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 applicable Limits of Insurance shown in the Declarations. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. ANY PERSON OR ORGANIZATION AS REQUIRED BY CONTRACT Policy Number: OH3A43196312 Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD 1.SECTION I -PROPERTY,if two or more of this coverage part's coverages apply to the same loss or damage,we will not pay more than the actual amount of the loss or damage. 2.SECTION II -LIABILITY,it is our stated intent that the various Coverage Parts, forms,endorsements or policies issued to the named insured by us,or any company affiliated with us,do not provide any duplication or overlap of coverage for the same claim,"suit","occurrence",offense, accident,"wrongful act"or loss.We will not pay more than the actual amount of the loss or damage. If this Coverage Part and any other Coverage Part,form,endorsement or policy issued to the named insured by us, or any company affiliated with us,apply to the same claim,"suit",occurrence, offense,accident,"wrongful act"or loss, the maximum Limit of Insurance under all such Coverage Parts,forms, endorsements or policies combined shall not exceed the highest applicable Limit of Insurance under any one Coverage Part, form,endorsement or policy. This condition does not apply to any Excess or Umbrella Policy issued by us specifically to apply as excess insurance over this policy. G.Liberalization If we adopt any revision that would broaden the coverage under this policy without additional premium within 45 days prior to or during the policy period,the broadened coverage will immediately apply to this policy. H.Other Insurance 1.SECTION I -PROPERTY If there is other insurance covering the same loss or damage,we will pay only for the amount of covered loss or damage in excess of the amount due from that other insurance,whether you can collect on it or not.But,we will not pay more than the applicable Limit of Insurance of SECTION I -PROPERTY. 2.SECTION II -LIABILITY If other valid and collectible insurance is available to the insured for a loss we cover under SECTION II -LIABILITY,our obligations are limited as follows: a.Primary Insurance This insurance is primary except when paragraph b.below applies.If this insurance is primary,our obligations are not affected unless any of the other insurance is also primary.Then, we will share with all that other insurance by the method described in paragraph c.below. However,if you agree in a written contract,written agreement,or written permit that the insurance provided to any person or organization included as an Additional Insured under this Coverage Part is primary and non-contributory,we will not seek contribution from any other insurance available to that Additional Insured which covers the Additional Insured as a Named Insured except: (1)For the sole negligence of the Additional Insured;or (2)When the Additional Insured is an Additional Insured under another liability policy. b.Excess Insurance This insurance is excess over: (1)Any of the other insurance, whether primary,excess, contingent or on any other basis: (a)That is Fire,Extended Coverage,Builder's Risk, Installation Risk or similar coverage for "your work"; (b)That is Property Insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c)That is insurance purchased by you to cover your liability as a tenant for "property damage"to premises rented to you or temporarily occupied by you with permission of the owner;or (d)If the loss arises out of the maintenance or use of aircraft,"autos"or watercraft to the extent not subject to SECTION II -LIABILITY, Exclusion g.Aircraft,Auto or Watercraft;and (2)Any other primary insurance available to you covering liability for damages arising out of the premises or operations,or the products and completed operations,for which you have been added as an additional insured by attachment of an endorsement. When this insurance is excess,we will have no duty under SECTION II - LIABILITY to defend the insured against any "suit"if any other insurer has a duty to defend the insured against that "suit".If no other insurer defends,we will undertake to do so,but we will be entitled to the 391-1003 08 16 Includes copyrighted material of Insurance Services Office,Inc.,with its permission.Page 79 of 81 Policy Number: OH3A43196312 Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD premium in accordance with our rates and rules then in effect. 3.With our consent, you may continue this policy in force by paying a continuation premium for each successive one-year period. The premium must be: a.Paid to us prior to the anniversary date; and b.Determined in accordance with paragraph 2. above. Our forms then in effect will apply. If you do not pay the continuation premium, this policy will expire on the first anniversary date that we have not received the premium. 4.Undeclared exposures or change in your business operation, acquisition or use of locations may occur during the policy period that is not shown in the Declarations. If so, we may require an additional premium. That premium will be determined in accordance with our rates and rules then in effect. J.Premium Audit 1.This policy is subject to audit if a premium designated as an advance premium is shown in the Declarations. We will compute the final premium due when we determine your actual exposures. 2.Premium shown in this policy as advance premium is a deposit premium only. At the close of each audit period, we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. 3.The first Named Insured must keep records of the information we need for premium computation and send us copies at such times as we may request. K.Transfer of Rights of Recovery Against Others to Us 1.Applicable to SECTION I - PROPERTY Coverage: If any person or organization to or for whom we make payment under this policy has rights to recover damages from another, those rights are transferred to us to the extent of our payment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them. But you may waive your rights against another party in writing: insured's rights against all those other insurers. c.When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2)The total of all deductible and self-insured amounts under all that other insurance. d.We will share the remaining loss, if any, with any other insurance that is not described in this provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations for this Coverage. e.Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable Limit of Insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable Limit of Insurance to the total applicable limits of insurance of all insurers. f.When this insurance is excess, we will have no duty under Business Liability Coverage to defend any claim or "suit" that any other insurer has a duty to defend. If no other insurer defends, we will undertake to do so; but we will be entitled to the insured's rights against all those other insurers. I.Premiums 1.The first Named Insured shown in the Declarations: a.Is responsible for the payment of all premiums; and b.Will be the payee for any return premiums we pay. 2.The premium shown in the Declarations was computed based on rates in effect at the time the policy was issued. On each renewal, continuation or anniversary of the effective date of this policy, we will compute the 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission.Page 80 of 81 Policy Number: OH3A43196312 Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD a.Prior to a loss to your Covered Property. b.After a loss to your Covered Property only if,at time of loss,that party is one of the following: (1)Someone insured by this insurance; (2)A business firm: (a)Owned or controlled by you; or (b)That owns or controls you;or (3)Your tenant. You may also accept the usual bills of lading or shipping receipts limiting the liability of carriers. This will not restrict your insurance. 2.Applicable to SECTION II -LIABILITY Coverage: If the insured has rights to recover all or part of any payment we have made under this Coverage Part,those rights are transferred to us.The insured must do nothing after loss to impair such rights.At our request,the insured will bring "suit"or transfer those rights to us and help us enforce them. We waive any right of recovery we may have against any person or organization with whom you have a written contract,permit or agreement to waive any rights of recovery against such 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". This condition does not apply to Medical Expenses Coverage. L.Transfer of Your Rights and Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured.If you die,your rights and duties will be transferred to your legal representative but only while that legal representative is acting within the scope of their duties as your legal representative.Until your legal representative is appointed,anyone with proper temporary custody of your property will have your rights and duties but only with respect to that property. 391-1003 08 16 Includes copyrighted material of Insurance Services Office,Inc.,with its permission.Page 81 of 81 Policy Number: OH3A43196312 Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD 18."Suit"means a civil proceeding in which damages because of "bodily injury", "property damage","personal and advertising injury"to which this insurance applies are alleged."Suit"includes: a.An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent;or b.Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 19."Temporary worker"means a person who is furnished to you to substitute for a permanent "employee"on leave or to meet seasonal or short-term workload conditions. 20."Unmanned aircraft"means an aircraft that is not: a.Designed; b.Manufactured;or c.Modified after manufacture; to be controlled directly by a person from within or on the aircraft. 21."Volunteer worker"means a person who is not your "employee",and who donates his or her work and acts at the direction of and within the scope of duties determined by you,and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 22."Your product": a.Means: (1)Any goods or products,other than real property,manufactured,sold, handled,distributed or disposed of by: (a)You; (b)Others trading under your name;or (c)A person or organization whose business or assets you have acquired;and (2)Containers (other than vehicles), materials,parts or equipment furnished in connection with such goods or products. b.Includes: (1)Warranties or representations made at any time with respect to the fitness,quality,durability, performance or use of "your product";and (2)The providing of or failure to provide warnings or instructions. c.Does not include vending machines or other property rented to or located for the use of others but not sold. 23."Your work": a.Means: (1)Work or operations performed by you or on your behalf;and (2)Materials,parts or equipment furnished in connection with such work or operations. b.Includes: (1)Warranties or representations made at any time with respect to the fitness,quality,durability, performance or use of "your work";and (2)The providing of or failure to provide warnings or instructions. SECTION III -COMMON POLICY CONDITIONS (APPLICABLE TO SECTION I -PROPERTY AND SECTION II -LIABILITY) A.Cancellation 1.The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation. 2.We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: a.5 days before the effective date of cancellation if any one of the following conditions exists at any building that is Covered Property in this policy: (1)The building has been vacant or unoccupied 60 or more consecutive days.This does not apply to: (a)Seasonal unoccupancy;or (b)Buildings in the course of construction,renovation or addition. Buildings with 65%or more of the rental units or floor area vacant or unoccupied are considered unoccupied under this provision. (2)After damage by a covered cause of loss,permanent repairs to the building: (a)Have not started,and (b)Have not been contracted for, within 30 days of initial payment of loss. 391-1003 08 16 Includes copyrighted material of Insurance Services Office,Inc.,with its permission.Page 77 of 81 Policy #OH3A43196312Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD (3)The building has: (a)An outstanding order to vacate; (b)An outstanding demolition order; or (c)Been declared unsafe by governmental authority. (4)Fixed and salvageable items have been or are being removed from the building and are not being replaced. This does not apply to such removal that is necessary or incidental to any renovation or remodeling. (5)Failure to: (a)Furnish necessary heat, water, sewer service or electricity for 30 consecutive days or more, except during a period of seasonal unoccupancy; or (b)Pay property taxes that are owed and have been outstanding for more than one year following the date due, except that this provision will not apply where you are in a bona fide dispute with the taxing authority regarding payment of such taxes. b.10 days before the effective date of cancellation if we cancel for nonpayment of premium. c.30 days before the effective date of cancellation if we cancel for any other reason. 3.We will mail or deliver our notice to the first Named Insured's last mailing address known to us. 4.Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5.If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 6.If notice is mailed, proof of mailing will be sufficient proof of notice. B.Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C.Concealment, Misrepresentation or Fraud This policy is void in any case of fraud by you as it relates to this policy at any time. It is also void if you or any other insured, at any time, intentionally conceals or misrepresents a material fact concerning: 1.This policy; 2.The Covered Property; 3.Your interest in the Covered Property; or 4.A claim under this policy. D.Examination of Your Books and Records We may examine and audit your books and records as they relate to this policy at any time during the policy period and up to three years afterward. We have the right to make copies of these books and records. E.Inspections and Surveys 1.We have the right but not the duty to: a.Make inspections and surveys at any time; b.Give you reports on the conditions we find; and c.Recommend changes. 2.We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. We do not warrant that conditions: a.Are safe and healthful; or b.Comply with laws, regulations, codes or standards. 3.Paragraphs 1.and 2.of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations. 4.Paragraph 2.of this condition does not apply to any inspections, surveys, reports or recommendations we may make relative to certification, under state or municipal statutes, ordinances or regulations, of boilers, pressure vessels or elevators. F.Insurance Under Two or More Coverages If two or more of this policy's coverages apply to the same loss or damage, you may choose only one of these coverages to apply to that loss. 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission.Page 78 of 81 Policy #OH3A43196312Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD CALIFORNIA CHANGES - CANCELLATION AND NONRENEWAL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CU 02 23 09 12 Copyright, Insurance Services Office, Inc., 2012 Page 1 of 2 This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE PART A.Paragraphs 2. and 3. of the Cancellation Common Policy Condition are replaced by the following: 2.All Policies In Effect For 60 Days Or Less If this policy has been in effect for 60 days or less, and is not a renewal of a policy we have previously issued, we may cancel this policy by mailing or delivering to the first Named Insured, at the mailing address shown in the policy, and to the producer of record, advance written notice of cancellation, stating the reason for cancellation, at least: a.10 days before the effective date of cancellation if we cancel for: (1)Nonpayment of premium; or (2)Discovery of fraud by: (a)Any insured or his or her representative in obtaining this insurance; or (b)You or your representative in pursuing a claim under this policy. b.30 days before the effective date of cancellation if we cancel for any other reason. 3.All Policies In Effect For More Than 60 Days a.If this policy has been in effect for more than 60 days, or is a renewal of a policy we issued, we may cancel this policy only upon the occurrence, after the effective date of the policy, of one or more of the following: (1)Nonpayment of premium, including payment due on a prior policy we issued and due during the current policy term covering the same risks. (2)Discovery of fraud or material misrepresentation by: (a)Any insured or his or her representative in obtaining this insurance; or (b)You or your representative in pursuing a claim under this policy. (3)A judgment by a court or an administrative tribunal that you have violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks insured against. (4)Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by you or your representative, which materially increase any of the risks insured against. (5)Failure by you or your representative to implement reasonable loss control requirements, agreed to by you as a condition of policy issuance, or which were conditions precedent to our use of a particular rate or rating plan, if that failure materially increases any of the risks insured against. (6)A determination by the Commissioner of Insurance that the: (a)Loss of, or changes in, our reinsurance covering all or part of the risk would threaten our financial integrity or solvency; or (b)Continuation of the policy coverage would: (i)Place us in violation of California law or the laws of the state where we are domiciled; or (ii)Threaten our solvency. (7)A change by you or your representative in the activities or property of the commercial or industrial enterprise, which results in a materially added, increased or changed risk, unless the added, Policy #OH3A43196312Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD Page 2 of 2 Copyright,Insurance Services Office,Inc., 2012 CU 02 23 09 12 increased or changed risk is included in the policy. (8)A material change in limits,type or scope of coverage,or exclusions in one or more of the underlying policies. (9)Cancellation or nonrenewal of one or more of the underlying policies where such policies are not replaced without lapse. (10)A reduction in financial rating or grade of one or more insurers,insuring one or more underlying policies based on an evaluation obtained from a recognized financial rating organization. b.We will mail or deliver advance written notice of cancellation,stating the reason for cancellation,to the first Named Insured,at the mailing address shown in the policy,and to the producer of record, at least: (1)10 days before the effective date of cancellation if we cancel for nonpayment of premium or discovery of fraud;or (2)30 days before the effective date of cancellation if we cancel for any other reason listed in Paragraph 3.a. B.The following is added and supersedes any provisions to the contrary: Nonrenewal 1.If we elect not to renew this policy,we will mail or deliver written notice,stating the reason for nonrenewal,to the first Named Insured shown in the Declarations,and to the producer of record,at least 60 days,but not more than 120 days,before the expiration or anniversary date. We will mail or deliver our notice to the first Named Insured,and to the producer of record,at the mailing address shown in the policy. 2.We are not required to send notice of nonrenewal in the following situations: a.If the transfer or renewal of a policy, without any changes in terms,conditions or rates,is between us and a member of our insurance group. b.If the policy has been extended for 90 days or less,provided that notice has been given in accordance with Paragraph B.1. c.If you have obtained replacement coverage,or if the first Named Insured has agreed,in writing,within 60 days of the termination of the policy,to obtain that coverage. d.If the policy is for a period of no more than 60 days and you are notified at the time of issuance that it will not be renewed. e.If the first Named Insured requests a change in the terms or conditions or risks covered by the policy within 60 days of the end of the policy period. f.If we have made a written offer to the first Named Insured,in accordance with the timeframes shown in Paragraph B.1.,to renew the policy under changed terms or conditions or at an increased premium rate,when the increase exceeds 25%. Policy #OH3A43196312Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 o POLICY NUMBER: AH3A42745815 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 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. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Effective: 09/24/2025 Countersigned By: Named Insured: NBS GOVERNMENT FINANCE (Authorized Representative) SCHEDULE Name of Person(s) or Organization(s): ANY PERSON OR ORGANIZATION WHEN REQUIRED BY A WRITTEN CONTRACT, WRITTEN AGREEMENT OR PERMIT. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applica- ble 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 II of the Coverage Form. Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD 461-0478 12 12 Includes copyrighted material of ISO Insurance Services Office, Inc., with its permission THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED – PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A.The following is added to SECTION II – LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured: Additional Insured if Required by Contract If you agree in a written contract, written agreement or written permit that a person or organization be added as an additional “insured” under this Coverage Part, such person or organization is an “insured”; but only to the extent that such person or organization qualifies as an “insured” under paragraph A.1.c. of this Section. If you agree in a written contract, written agreement or written permit that a person or organization be added as an additional “insured” under this Coverage Part, the most we will pay on behalf of such additional “insured” is the lesser of: (1)The Limits of Insurance for liability coverage specified in the written contract, written agreement or written permit; or (2)The Limits of Insurance for Liability Coverage shown in the Declarations applicable to this Coverage Part. Such amount shall be part of and not in addition to the Limits of Insurance shown in the Declarations applicable to this Coverage Part. Regardless of the number of covered "autos", "insureds", premiums paid, claims made or vehicles involved in the "accident", the most we will pay for the total of all damages and "covered pollution cost or expense" combined resulting from any one "accident" is the Limit of Insurance for Liability Coverage shown in the Declarations. B.The following is added to SECTION IV – BUSINESS AUTO CONDITIONS, Paragraph B. General Conditions, subparagraph 5. Other Insurance: Primary and Non-Contributory If you agree in a written contract, written agreement or written permit that the insurance provided to a person or organization who qualifies as an additional “insured” under SECTION II – LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured, subparagraph Additional Insured if Required by Contract is primary and non- contributory, the following applies: The liability coverage provided by this Coverage Part is primary to any other insurance available to the additional “insured” as a Named Insured. We will not seek contribution from any other insurance available to the additional “insured” except: (1)For the sole negligence of the additional “insured”; or (2)For negligence arising out of the ownership, maintenance or use of any “auto” not owned by the additional “insured” or by you, unless that “auto” is a “trailer” connected to an “auto” owned by the additional “insured” or by you; or (3)When the additional “insured” is also an additional “insured” under another liability policy. C.This endorsement will apply only if the “accident” occurs: 1.During the policy period; 2.Subsequent to the execution of the written contract or written agreement or the issuance of the written permit; and 3.Prior to the expiration of the period of time that the written contract, written agreement or written permit requires such insurance to be provided to the additional “insured”. D.Coverage provided to an additional “insured” will not be broader than coverage provided to any other “insured” under this Coverage Part. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Page 1 of 1 POLICY NUMBER: AH3A42745815 Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD 461-0500 11 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: NBS GOVERNMENT FINANCE GROUP 09/24/2025 SCHEDULE Name(s) Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION WHEN REQUIRED BY A WRITTEN CONTRACT Information required to complete this Schedule, if not shown above, will be shown in the Declarations The Transfer Of Rights Of Recovery Against Others To Us Condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. Page 1 of 1 Policy #AH3A42745815Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. 1.CANCELLATION EXTENSION Paragraph A. CANCELLATION 2. b. of the COMMON POLICY CONDITIONS is replaced with the following: b.60 days before the effective date of cancellation if we cancel for any other reason. SECTION I - COVERED AUTOS 2.EMPLOYEE HIRED "AUTOS" Description Of Covered Auto Designation Symbols; Symbol 8 is replaced by the following: 8 = Hired "Autos" Only - Only those "autos" you lease, hire, rent or borrow; including "autos" your employee hires at your direction, for the purpose of conducting your business. This does not include any "auto" you lease, hire, rent, or borrow from any of your "employees" or partners or members of their households. SECTION II - LIABILITY COVERAGE 3.BROADENED NAMED INSURED The following is added to the SECTION II - LIABILITY COVERAGE, Paragraph 1. Who Is An Insured provision: d.Any business entity for which you have a financial interest greater than 50% of the voting stock or otherwise have a controlling interest after the effective date of this policy or that is newly acquired or formed by you during the term of this policy. The coverage provided by this provision is afforded until expiration or termination of this policy, whichever occurs earlier. The coverage provided by this provision does not apply to any business entity described in d. above that qualifies as an insured under any other automobile liability policy issued to that business entity as a named insured or would have been an insured except for the exhaustion of the policy limits or the insolvency of the insurer. The coverage provided by this provision does not apply to "bodily injury" nor "property damage" arising from an accident that occurred prior to your acquiring or forming the business entity described in d. above. Policy Number: AH3A42745815 Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) 4.EMPLOYEES AS INSUREDS The following is added to the SECTION II - LIABILITY COVERAGE, Paragraph 1. Who Is An Insured provision: e.Any employee of yours is an "insured" while using a covered "auto" you do not own, hire or borrow in your business or your personal affairs. 5.SUPPLEMENTARY PAYMENTS The following amends SECTION II - LIABILITY COVERAGE, Paragraph 2. Coverage Extensions provision: Paragraph (2) is replaced by the following: (2) Up to $2500 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. Paragraph (4) is replaced by the following: (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. 6.AMENDED FELLOW EMPLOYEE EXCLUSION The following is added to the SECTION II - LIABILITY COVERAGE, B. Exclusions Paragraph 5. Fellow Employee exclusion: This exclusion does not apply if the "bodily injury" arises from the use of a covered "auto" you own or hire. This coverage is excess over any other collectible insurance SECTION III - PHYSICAL DAMAGE COVERAGE. 7.EXPENSE OF RETURNING A STOLEN "AUTO" and SIGN COVERAGE The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, A.1. COVERAGE: d.Expense Of Returning A Stolen "Auto" We will pay for the expense of returning a covered "auto" to you. e.Sign Coverage We will pay for loss to signs, murals, paintings or graphics, as part of equipment, which are displayed on a covered "auto". The most we will pay for "loss" in any one "accident" is the lesser of: 1.The actual cash value of the property as of the time of the "loss"; or 2.The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality; or 3.$2,000. 8.GLASS BREAKAGE DEDUCTIBLE The following is added to SECTION III- PHYSICAL DAMAGE COVERAGE A. COVERAGE paragraph 3. Glass Breakage - Hitting a Bird or Animal - Falling Objects or Missiles: Any deductible shown in the Declarations as applicable to the Policy Number: AH3A42745815 Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) covered "auto" will not apply to glass breakage if such glass is repaired, rather than replaced. 9.TRANSPORTATION EXPENSE Paragraph 4. Coverage Extension . of SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE is replaced with the following: 4.Coverage Extension We will pay up to $50 per day to a maximum of $1500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 24 hours after the theft and ending, regardless of the policy’s expiration, when the covered "auto" is returned to use or we pay for its "loss". 10.HIRED AUTO PHYSICAL DAMAGE The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE: 5.Hired Auto Physical Damage If hired "autos" are covered "autos" for Liability Coverage and if Physical Damage Coverage of Comprehensive, Specified Causes of Loss, or Collision is provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverage(s) provided is extended to "autos" you hire without a driver or your employee hires, without a driver, at your direction, for the purpose of conducting your business, for a period of 30 days or less, of like kind and use as the "autos" you own, subject to the following: The most we will pay for any one loss is the lesser of the following: a.$50,000 per accident, or b.cash value, or c.the cost of repair, minus the deductible equal to the lowest deductible applicable to any owned "auto" for that coverage. Any deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. Subject to the limit and deductible stated above, we will provide coverage equal to the broadest coverage provided to any covered "auto" you own, that is applicable to the loss. If the loss arises from an accident for which you are legally liable and the lessor incurs an actual financial loss from that accident, we will cover the lessor’s actual financial loss of use of the hired "auto" for a period of up to seven consecutive days from the date of the accident, subject to a limit of $1,000 per accident. 11.AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE Th e following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE: 6.Audio, Visual and Data Electronic Equipment Coverage We will pay for "loss" to any electronic equipment that receives Policy Number: AH3A42745815 Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) or transmits audio, visual or data signals and that is not designed solely for the reproduction of sound. This coverage applies only if the equipment is permanently installed in the covered "auto" at the time of the "loss" or the equipment is removable from a housing unit which 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", including its ant ennas and other accessories. However , this does not include tapes, records or discs. The exclusions that apply to PHYSICAL DAMAGE COVERAGE, except for the exclusion relating to Audio, Visual and Data Electronic Equipment, also apply to coverage provided herein. In addition, the following exclusions apply: We will not pay , under this coverage, for either any electronic equipment or accessories used with such electronic equipment that is: 1.Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto’s" operating system; or 2.Both: a.An integral part of the same unit housing any sound reproducing equipment designed solely for the reproduction of sound if the sound reproducing equipment is permanently installed in the covered "auto", and b.Permanently installed in the opening of the dash or console normally used by the manufacturer for the installation of a radio. With respect to coverage herein, the LIMIT OF INSURANCE provision of PHYSICAL DAMAGE COVERAGE is replaced by the following: 1.The most we will pay for all "loss" to audio, visual or data electronic equipment and any accessories used with this equipment as a result of any one "accident" is the lesser of a.The actual cash value of the damaged or stolen property as of the time of the "loss"; or b.The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality; or c.$500. 2.An adjustment for depreciation and physical condition will be made in determining actual cash value at the time of the "loss". 3.Deductibles applicable to PHYSICAL DAMAGE COVERAGE, do not apply to this Audio, Visual and Data Electronic Equipment Coverage. If there is other coverage provided by this policy for audio, visual and data electronic equipment, the coverage provided herein is Policy Number: AH3A42745815 Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) excess. However, you may elect to apply the limit or any portion thereof of coverage provided herein to pay any deductible that is applicable under the provisions of the other coverage. 12.RENTAL REIMBURSEMENT and MATERIAL TRANSFER EXPENSE The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE: 7.Rental Reimbursement and Material Transfer Expense This coverage provides only those Physical Damage Coverages where a premium is shown in the Declarations. It applies only to a covered "auto" described or designated to which the Physical Damage Coverages apply. We will pay for auto rental expenses and the expenses, incurred by you because of "loss" to a covered "auto", to remove and transfer your materials and equipment from the covered "auto" . Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto". No deductibles apply to this coverage. We will pay only for those auto rental expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy’s expiration, with the lesser of the following number of days: 1.The number of days reasonably required to repair or replace the covered “auto". If “loss” is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and transport it to a repair shop. 2.60 days. Our payment is limited to the lesser of the following amounts: 1.Necessary and actual expenses incurred, including loss of use. 2. $3000. This auto rental expense coverage does not apply while there are spare or reserve "autos" available to you for your operations. 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 for under the SECTION III - PHYSICAL DAMAGE COVERAGE, A. 4. Coverage Extension. 13.AIRBAG COVERAGE The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, paragraph 3. The portion of this exclusion relating to mechanical or electrical breakdown does not apply to the accidental discharge of an airbag. This coverage is excess of other collectible insurance or warranty. No deductible applies to this Airbag Coverage. Policy Number: AH3A42745815 Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) 14.AUTO LOAN PHYSICAL DAMAGE EXTENSION The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance provision: When a "loss" results in a total loss to a covered auto you own for which a Loss Payee is designated in this policy, the most we will pay for "loss" in any one "accident" is the greater of: 1.The actual cash value of the damaged or stolen property as of the time of the "loss"; or 2.The outstanding balance of the initial loan, less any amounts for taxes, overdue payments, overdue payment charges, penalties, interest , any charges for early termination of the loan, costs for Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan, and carry-over balances from previous loans. 15.AUTO LEASE PHYSICAL DAMAGE EXTENSION The following is added to SECTION III - PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance provision: If, because of damage, destruction or theft of a covered "auto", which is a long-term leased "auto", the lease agreement between you and the lessor is terminated, "we" will pay the difference between the amount paid under paragraph C. LIMIT OF INSURANCE 1. or 2. and the amount due at the time of "loss" under the terms of the lease agreement applicable to the leased "auto" which you are required to pay: less any fees to dispose of the auto; any overdue payments; financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; security deposits not refunded by the lessor; cost for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan; and carry over balances from previous leases. This coverage applies only to the initial lease for the covered "auto" which has not previously been leased. This coverage is excess over all other collectible insurance. SECTION IV - CONDITIONS 16.DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The following is added to SECTION IV - BUSINESS AUTO CONDITIONS , A. Loss Conditions, 2. Duties In The Event Of Accident, Claim, Suit Or Loss: d.Knowledge of any "accident", claim, "suit" or "loss" will be deemed knowledge by you when notice of such "accident", claim, "suit" or "loss" has been received by: (1) You, if you are an individual; (2) Any partner or insurance manager if you are a partnership; or (3) An executive officer or insurance manager if you are a corporation. 17.BLANKET WAIVER OF SUBROGATION Paragraph 5. Transfer Of Rights Of Recovery Against Others To Us, SECTION IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions is replaced by the following: Policy Number: AH3A42745815 Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) 5.Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, which have not been waived through the execution of an "insured contract", written agreement, or permit, prior to the "accident" or "loss" giving rise to the payment, those rights to recover damages from another are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after the "accident" or "loss" to impair them. 18.UNINTENTIONAL FAILURE TO DISCLOSE INFORMATION The following is added to SECTION IV BUSINESS AUTO CONDITIONS. B. General Conditions, paragraph 2. Concealment, Misrepresentation Or Fraud: Your unintentional error in disclosing, or failure to disclose, any material fact existing after the effective date of this Coverage Form shall not prejudice your rights under this Coverage Form. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or nonrenewal. 19.HIRED AUTO – WORLDWIDE COVERAGE The following is added to SECTION IV - Business Auto Conditions, B. General Conditions, paragraph 7. Policy Period, Coverage Territory provision: e.Outside the coverage territory described in a., b., c., and d. above for an "accident" or "loss" resulting from the use of a covered "auto" you hire, without a driver, or your employee hires without a driver, at your direction, for the purpose of conducting your business, for a period of 30 days or less, provided the suit is brought within The United States of America or its territories or possessions. SECTION V - DEFINITIONS 20.MENTAL ANGUISH Paragraph C. "Bodily injury", SECTION V - DEFINITIONS is replaced by the following: C."Bodily injury" means bodily injury, sickness or disease sustained by a person including death or mental anguish resulting from any of these. Policy Number: AH3A42745815 Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD IL 00 17 11 98 IL 00 17 11 98 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1  COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. A.Cancellation 1.The first Named Insured shown in the Declara- tions may cancel this policy by mailing or deliv- ering to us advance written notice of cancella- tion. 2.We may cancel this policy by mailing or deliver- ing to the first Named Insured written notice of cancellation at least: a.10 days before the effective date of cancella- tion if we cancel for nonpayment of premium; or b.30 days before the effective date of cancella- tion if we cancel for any other reason. 3.We will mail or deliver our notice to the first Named Insured's last mailing address known to us. 4.Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5.If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 6.If notice is mailed, proof of mailing will be suffi- cient proof of notice. B.Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C.Examination Of Your Books And Records We may examine and audit your books and records as they relate to this policy at any time during the policy period and up to three years afterward. D.Inspections And Surveys 1.We have the right to: a.Make inspections and surveys at any time; b.Give you reports on the conditions we find; and c.Recommend changes. 2.We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to in- surability and the premiums to be charged. We do not make safety inspections. We do not un- dertake to perform the duty of any person or or- ganization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a.Are safe or healthful; or b.Comply with laws, regulations, codes or standards. 3.Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes in- surance inspections, surveys, reports or rec- ommendations. 4.Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recommen- dations we may make relative to certification, under state or municipal statutes, ordinances or regulations, of boilers, pressure vessels or eleva- tors. E.Premiums The first Named Insured shown in the Declarations: 1.Is responsible for the payment of all premiums; and 2.Will be the payee for any return premiums we pay. F.Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual named insured. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representa- tive. Until your legal representative is appointed, an- yone having proper temporary custody of your prop- erty will have your rights and duties but only with respect to that property. Policy #AH3A42745815Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD VP 00 06 10 17 © Vela Insurance Services All rights reserved. Page 10 of 13 2.If an Extended Reporting Period is purchased, then coverage otherwise afforded by this Policy will be extended to apply to Loss and Claim Expenses from Claims that are first made and reported to the Company during such Extended Reporting Period but only for Wrongful Acts committed before the end of the Policy Period and which first commence after the Retroactive Date. The entire additional premium for the Extended Reporting Period shall be deemed fully earned at the inception of such Extended Reporting Period. The Each Claim and Aggregate Limits of Liability for the Extended Reporting Period shall be part of and not in addition to the Each Claim and Aggregate Limits of Liability for the Policy Period. C. CANCELLATION 1.The first Named Insured may cancel this Policy by surrender thereof to the Company, or by written notice to the Company stating when thereafter such cancellation shall be effective. Such notice shall be sufficient notice and the effective date of cancellation stated in the notice shall become the end of the Policy Period. 2.The Company may cancel this Policy by mailing or delivering to the first Named Insured written notice stating when, not less than sixty (60) days thereafter, such cancellation shall be effective. However, if the Company cancels this Policy because the Insured has failed to pay a Premium when due, this Policy may be canceled by the Company by mailing or delivering a written notice of cancellation to the first Named Insured stating when, not less than ten (10) days thereafter, such cancellation shall be effective. The notice of cancellation shall state the reason for cancellation. The mailing of such notice shall be sufficient notice and the effective date of cancellation stated in the notice shall become the end of the Policy Period. Delivery of such written notice by the Company shall be equivalent to mailing. 3.If this Policy is canceled, we will send the first Named Insured any Premium refund due. If the Company cancels, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. However, in no event shall the Company retain less than the Minimum Earned Premium at Inception. The cancellation will be effective even if the Company has not made or offered a refund. D. OTHER INSURANCE This Policy is excess over any other valid and collectible insurance regardless of whether such other insurance is primary, excess, contributory, contingent, or otherwise, unless such other insurance is written to be specifically excess over the insurance provided by this Policy. Other insurance includes benefits under a risk retention group. E. REPRESENTATION In issuing this Policy, the Company has relied upon the statements, representations and information in the Application. The Named Insured acknowledges and agrees that all such statements, representations and information provided in the Application are true and accurate, are made or provided in order to induce the Company to issue this Policy, and are material to the Company’s acceptance of the risk to which this Policy applies. In the event that any of the statements, representation or information in the Application are not true and accurate, this Policy shall be void with respect to the Named Insured and any other Insured who, as of the date the Application was signed, knew about the facts that were not truthfully and accurately disclosed (whether or not the Insured knew of such untruthful disclosure in the Application) or to whom knowledge of such facts is imputed. For purposes of the preceding sentence: 1.The knowledge of any Insured who is a present or former chief financial officer, in-house general counsel, partner, chief executive officer, president or chairperson of the Named Insured shall be imputed to the Named Insured; 2.The knowledge of the person(s) who signed the Application for this Policy shall be imputed to all of the Insureds; and Policy Number: VNPL019969Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD VP 09 63 08 19 © Vela Insurance Services All Rights Reserved Page 1 of 1 Policy Number: VNPL019969 Insured Name: NBS Government Finance Group VP 09 63 08 19 Effective Date: 09/25/2025 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: Professional Liability Coverage Part Section IX. GENERAL CONDITIONS, paragraph G. SUBROGATION shall not apply to the entities listed below for Claims arising out of Wrongful Acts of an Insured. Any person or organization you have agreed in a written and executed contract, prior to a Claim, that you would provide such person or organization a waiver of transfer of rights of recovery against others to us on your policy. All other terms and conditions of this Policy remain unchanged. Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD AD 66 16 04 09 Page 1 of 1  Policy Number: VNPL019969 AD 66 16 04 09Insured Name: NBS Government Finance GroupNumber: 6 Effective Date: 09/24/2025 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT This endorsement modifies insurance provided under the following: Professional Liability Coverage Part In consideration of the premium charged, it is hereby understood and agreed that section IX. GENERAL CONDITIONS, Item D. OTHER INSURANCE, is deleted in its entirety and replaced with the following This Policy is excess over any other valid and collectible insurance regardless of whether such other insurance is primary, excess, contributory, contingent, or otherwise, unless such other insurance is written to be specifically excess over the insurance provided by this Policy. Other insurance includes benefits under a risk retention group. Notwithstanding the above and with regard only to the entity(ies) scheduled below this insurance is primary and non-contributory solely for Professional Services provided by the Named Insured. Scheduled entities: Any person or organization you have agreed in a written and executed contract, prior to a Claim, that you would provide such person or organization primary non-contributory on your policy. Endorsement Premium: $250 All other terms and conditions of this Policy remain unchanged. Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD 11111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable ot enforce ourfor an injury covered by this policy. We will n ent that you performright against the person or organization named in the Schedule. (This agreement applies only to the ext work under a written contract that requires you to obtain this agreement from us.) dintheworkYou must maintain payroll records accurately segregating the remuneration of your employees while engage described in the Schedule. 2KKKKKThe additional premium for this endorsement shall be % of the California workers’ compensation premium otherwise due on such remuneration. Schedule Person or Organization APPLIES AS BLANKET WAIVER FOR THOSE HAVING A WRITTEN CONTRACT WITH THE POLICY- HOLDER REQUIRING WOS FOR WC POLICYHOLDER EMPLOYEES. Job Description n the date issued unless otherwise stated.This endorsement changes the policy to which it is attached and is effective o nt to preparation of the policy.)(The information below is required only when this endorsement is issued subseque Endorsement Effective Policy No. Endorsement No.W23-A427457-12 Insured Insurance Company ALLMERICA FINANCIAL BENEFIT INSURANCE Countersigned By WC 04 03 06 (Ed 04-84) Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD ........................................................................................................................................................................................................................................................................................................................................................................................................................................................111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111WC 04 06 01 BWORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY (Ed. 01-22) CALIFORNIA CANCELATION ENDORSEMENT .A. of theThis endorsement applies only to the insurance provided by the policy because California is shown in Item 3 Information Page. The cancelation condition in Part Six (Conditions) of the policy is replaced by these conditions: Cancelation: he cancelation is to1. You may cancel this policy. You must mail or deliver advance written notice to us stating when t take effect. 2. We may cancel this policy for one or more of the following reasons: a. Non-payment of premium; b. Failure to report payroll; ed by us;c. Failure to permit us to audit payroll as required by the terms of this policy or of a previous policy issu icy ord. Failure to pay any additional premium resulting from an audit of payroll required by the terms of this pol any previous policy issued by us; e. Material misrepresentation made by you or your agent; f. Failure to cooperate with us in the investigation of a claim; ignatedg. Material failure to comply with federal or state safety orders or written recommendations of our des loss control representatives; h. The occurrence of a material change in the ownership of your business; i. The occurrence of any change in your business or operations that materially increases the hazard for frequency or severity of loss; ationj. The occurrence of any change in your business or operation that requires additional or different classific for premium calculation; ed by ourk. The occurrence of any change in your business or operation which contemplates an activity exclud reinsurance treaties. e written3. If we cancel your policy for any of the reasons listed in (a) through (f), we will give you 10 days advanc address shown innotice, stating when the cancelation is to take effect. Mailing that notice to you at your mailing or any of the reasonsItem 1 of the Information Page will be sufficient to prove notice. If we cancel your policy f t in the eventlisted in Items (g) through (k), we will give you 30 days advance written notice; however, we agree tha s, notice willof cancelation and reissuance of a policy effective upon a material change in ownership or operation not be provided. will be extended by4. If we mail the notice to you, the stated periods of notice and your right to remedy the condition ling or your5 days if the place of mailing and your mailing address is within California, 10 days if the place of mai tside of themailing address is outside of California and 20 days if the place of mailing or your mailing address is ou United States. 5. The policy period will end on the day and hour stated in the cancelation notice. he date issued unless otherwise stated.This endorsement changes the policy to which it is attached and is effective on t ent to preparation of the policy.)(The information below is required only when this endorsement is issued subsequ W23-A427457-12EndorsementEffective Policy No. Insured ALLMERICA FINANCIAL BENEFIT INSURANCEInsurance Company Endorsement No. Countersigned By WC 04 06 01 B (Ed. 01-22) Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD .......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................W23A427457 1001678 WC 02 06 01 CWORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY (Ed.09-2021) Arizona Cancellation and Nonrenewal Endorsement on Page.This endorsement applies because Arizona is shown in Item 3.A. of the Informati he following:Part Six--Conditions, Section D. (Cancellation) of the policy is replaced by t D.Cancellation and Nonrenewal g when1. You may cancel this policy. You must mail or deliver advance written notice to us statin the cancellation is to take effect. ommission of2. If you cancel or fail to renew this policy, we must promptly notify the Industrial C Arizona. oth of the parties3. We may cancel this policy if you fail to pay premium when due, or when one or b to a professional employer agreement terminate the agreement. If we cancel or nonrenew this policy, we must provide to you and the Industrial Commission of Arizona at least 30 days’ notice of the cancellation or nonrenewal. Notice to you may be sent via mail or delivered by electronic means as follows: Mailing that notice to you at your last-known mailing address on file with us will be sufficient proof of notice. ocuments.Delivery to an email address at which you have consented to receive notices or d Posting on a portal, secure website, electronic network or site accessible via the ectronicInternet or a mobile application, computer, mobile device, tablet, or other el ment ordevice, together with a separate notice that includes a description of the docu notice that was posted and that was provided by email to the email address at which you consented to receive notice, or by any other delivery method to which you consented. ling thatIf you consented to have the notice emailed in accordance with Arizona law, emai ufficientnotice to you at your last-known email address as provided by you to us will be s proof of notice. ecomeIf the email notice is: (1) rejected for delivery; (2) returned to us; or (3) we b aware that the email address provided by you is no longer valid, then we will also mail that notice to you by US Postal Service certified mail, certificate of mailing, or od usedfirst-class mail using intelligent mail barcode, or another similar tracking meth or approved by the US Postal Service. will notIf we nonrenew this policy and fail to give you notice of nonrenewal, coverage extend beyond the policy period. enewal notice.4. The policy period will end on the date and time stated in the cancellation or nonr f the insurance in this5. Any of these provisions that conflict with a law that controls the cancellation o policy is changed by this statement to comply with the law. otherwise stated.This endorsement changes the policy to which it is attached and is effective on the date issued unless e policy.)(The information below is required only when this endorsement is issued subsequent to preparation of th Policy No.Endorsement No.Endorsement Effective Insured Insurance Company WC 02 06 01 C (Ed. 09-2021) Premium Countersigned by 1of1 Copyright 2021 National Council on Compensation Insurance, Inc. All Rights Reserved. W23A42745712 ALLAMERICA FINANCIAL BENEFIT INSURANCE Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD           'NSUQEDY .6Y $0>4.,.8Y "'..Y$40<2Y GECTKVEYONYANDY AHEQY    Y  Y,Y 6TANDAQDY 8KMEY 9JKSYSCJEDULEY KSYPARYOFY2OLKCWY .UMBEQY 0%    Y 55( 5Y 31)(@Y/=- 5Y t 3 5(1Y G/GddUOd( &/1? 5Y(/7=5/ Y1-3/@Y <`[UJot8j]HOd(t ;4,'t <`[UJot<OdU`M(t    ;1Y    Y H /GddUOd( &/1? 5Y(/7=5/ Y1-3/@Y =a\WLpt9k^IPf)t-5-!$15t <`[UJqt<OdU`M*t    Y :1Y    Y J/GddUOd( &/1? 5Y- 5(/Y (/7=5/ Y 1-3/@Y =a\WLpt9k^IPf)tD-!!t >`\tXJrt>OdX`N*t ' "  t A;t '   t M/GddUOd* <`[UJot8i]HOd*t <`[UJot<OdU`M*t O/GddUOd* <`[UJot8i]HOd*t <`[UJot<OdU`M*t @F<1t 1#Y31*(@Y /`]]OdJUG[t 2O_OdG[t 7UGHU[Uhot8`_`m_OMtt 4VeOMt,ih`gt /`]bdOTO_gUlOt ,ih`]`HU[Ot7UGHU[Uhot ?hG_MGdMtC`dZOdgt /`]bO_gGhU`_tt 1]b[`oOdgt 7UGHU[Uhot 2LEASEY.OTEY @TOt B]HdO[[Gt/`lOdGSOt Q`dtC`dZOdgt /`]bO_gGhU`_t G_Mt 1]b[`oOdgt 7UGHU[Uhot Ugt_`ht Gbb[UJGH[OtU_t gUhiGhU`_gtmTOdOtG_t O]b[`oOOtUgt giHYOJht h`thTOt8OmtF`dZt C`dZOdgt /`]bO_gGhU`_t7Gm t 7Uci`dt7UGHU[Uhot <d`QOggU`_G[t 7UGHU[Uhot        :3+&t   $t ,<<76/,.71t*(-(:7Y15Y -1=/:Y1#Y (/7=5/!Y t   t 1GJTt ;JJiddO_JOt t   t 2O_OdG[t,SSdOSGhst t   t <d`MiJh /`]b[OhOKt ;bOeGhV`_gt ,SSdOSGhOt .`MU[ot6_Yidot G_Mt <d`bOdhot 0G]GSOt7UGHU[Uhot/`]HU_OMt t   t 1GJTt,JJUMO_ht .`MU[ot6_Yidot t 1GJTt<Odg`_t t 1GJTt,JJUMO_ht <d`bOdhot0G]GSOt t 1GJTt,JJUMO_ht OVEQAIEYY  MPLOWEQSY +KABKLKTWY .`MU[ot6_YidotHot ,JJUMO_ht t   t 1GJTt,JJUMO_ht .`MU[[_YidHot0UgOGgO t t  t ,SSdOSGhOt t   t 1GJTt1]b[`oOOt t 7U]Uht`Qt7UGHU[Uhot t 7U]Uht`Qt7UGHU[Uhot ,_tEt]GdZOMtU_thTOtH`ntbd`lUMOMtU_MUJGhOgt hTOgOtHd`GMO_U_St`dt`bhU`_G[tJ`lOdGSOgtGdOt bd`lUMOMtU_thTOt B_MOd[oU_St6_gidG_JOt Q /GddUOd*0UdOJh`dgtt;RUJOdgt t 7U]Uht`Qt7UGHU[Uhot 7UGHU[Uhot <`[UJot8i]HOd*t <`[UJot<OdU`M*t S /GddUOd*1]b[`oOOt .O_OQUhgt t   t 7U]Uht`Qt7UGHU[Uhot &/1?!5Y(/7=5/!Y1-3/@Y 7UGHU[Uhot <`[UJot8i]HOd*t ;4,'t <`[UJot<OdU`M*t    @;t '   t OUNTEQSKINEDYWY ATEY UTJOQKXEDY4EPQESENTATKVEYOFYTJEYOMPANWY  # tt % '      @;t '  I -~~A ;{!o6U(,4Q)t, {/ Hired and Non Owned Auto Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD Docusign Envelope ID: 25D45034-46A5-818B-83F7-6EC7245370BD