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Agreement - Economic Consultants Oregon dba ECONorthwest - ECONorthwest Inclusionary Housing Framework Agreement-Amendment1
City of Gilroy Agreement/Contract Tracking Today’s Date: October 21, 2024 Your Name: Monica Sendejas Contract Type: Services over $5k - Consultant Phone Number: 408-846-0266 Contract Effective Date: (Date contract goes into effect) 6/1/2023 Contract Expiration Date: 12/31/2025 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) Economic Consultants Oregon dba ECONorthwest Contract Subject: (no more than 100 characters) ECONorthwest Inclusionary Housing Framework Agreement - Amendment 1 Contract Amount: (Total Amount of contract. If no amount, leave blank) $77,133 By submitting this form, I confirm this information is complete: ➢Date of Contract ➢Contractor/Consultant name and complete address ➢Terms of the agreement (start date, completion date or “until project completion”, cap of compensation to be paid) ➢Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached ➢Taxpayer ID or Social Security # and Contractors License # if applicable ➢Contractor/Consultant signer’s name and title ➢City Administrator or Department Head Name, City Clerk (Attest), City Attorney (Approved as to Form) Routing Steps for Electronic Signature Risk Manager City Attorney Approval As to Form City Administrator or Department Head City Clerk Attestation Sharon Goei, Community Development Director Docusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E -1- 4845-8215-5540v1 MDOLINGER\04706083 FIRST AMENDMENT TO ECONORTHWEST INCLUSIONARY HOUSING FRAMEWORK AGREEMENT WHEREAS, the City of Gilroy, a municipal corporation (“City”), and Economic Consultants Oregon LTD dba ECONorthwest entered into that certain agreement entitled Agreement for Services, effective on June 1, 2023, hereinafter referred to as “Original Agreement”; and WHEREAS, City and ECONorthwest have determined it is in their mutual interest to amend certain terms of the Original Agreement. NOW, THEREFORE, FOR VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS: 1. Article 1. Term of the Agreement of the Original Agreement shall be amended to read as follows: “This agreement will become effective on June 1, 2023 and will continue into effect through December 31, 2025 unless terminated in accordance with the provisions of Article 7 of this Agreement.” 2. This Amendment shall be effective on December 31, 2024. 3. Except as expressly modified herein, all of the provisions of the Original Agreement shall remain in full force and effect. In the case of any inconsistencies between the Original Agreement and this Amendment, the terms of this Amendment shall control. 4. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the dates set forth besides their signatures below. CITY OF GILROY ECONOMIC CONSULTANTS OREGON LTD dba ECONorthwest By: By: [signature] [signature] Jimmy Forbis Tyler Bump [employee name] [name] City Administrator Partner [title/department] [title] Date: Date: Approved as to Form ATTEST: City Attorney City Clerk Docusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E 10/21/202411/7/2024 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 7/12/2024 HUB International Northwest,LLC PO Box 10167 Eugene OR 97440 Angela Sangl 541-687-1117 541-342-8280 angela.sangl@hubinternational.com Cincinnati Insurance Company 10677 9069 Scottsdale Indemnity Company 15580EconomicConsultantsOregonLtd. ECONorthwest 222 SW Columbia,Suite 1600 Portland OR 97201 1228177187 A X 1,000,000 X 1,000,000 10,000 1,000,000 2,000,000 X Y Y ECP 0315866 4/1/2024 4/1/2025 2,000,000 WA Stop Gap 1,000,000 A 1,000,000 X X Y Y EBA 0315866 4/1/2024 4/1/2025 Hired &Non-Owned 1,000,000 A X X 3,000,000ECP03158664/1/2024 4/1/2025 3,000,000 B Professional Liability EKI3518354 4/1/2024 4/1/2025 Aggregate:3,000,000 Per Claim:3,000,000 Deductible:15,000 Certificate holder and all entities required by written contract are included as additional insureds on a primary and non-contributory basis with waiver of subrogation as respects to the general liability including completed operations and as additional insureds on a primary and non-contributory basis with waiver of subrogation as respects to the auto liability as required by written contract per attached endorsements.Umbrella is excess over General Liability,Auto Liability and Employers Liability.Umbrella follows form.Subject to policy limits,terms,conditions and exclusions. ECO PR#:25689 -Gilroy IH Framework and AH Incentives City of Gilroy 7351 Rosanna Street Gilroy CA 95020 Docusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E Includes copyrighted material of InsuranceGA 472 05 20Services Office, Inc., with its permission.Page 1 of 3THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READIT CAREFULLY.CONTRACTORS ADDITIONAL INSURED -AUTOMATICSTATUSAND AUTOMATIC WAIVER OFSUBROGATIONWHEN REQUIREDINWRITTENCONTRACT,AGREEMENT,PERMITORAUTHORIZATIONThis endorsement modifies insurance provided under the following:COMMERCIAL GENERAL LIABILITY COVERAGE PARTA. Additional Insured - Owners, Lessees OrContractors - Automatic Status For OtherParties When Required In Written Contract Or Agreement With You1. Section II - Who Is An Insuredisamended to include as an additional in-sured any person or organization youhave agreed in writing in a contract or agreement to add as an additional in-sured on this Coverage Part. Such per-son(s) or organization(s) is an additional insured only with respect to liability for:a."Bodily injury", "property damage" or"personal and advertising injury"caused, in whole or in part, bytheperformance of your ongoing opera-tions by you or on your behalf, under that written contract or written agreement. Ongoing operations does not apply to "bodily injury" or "proper-ty damage" occurring after:(1)All work, including materials,parts or equipment furnished inconnection with such work, on the project (other than service,maintenance or repairs) to beperformed by or on behalf of theadditional insured(s) at the loca-tion of the covered operationshas been completed; or(2)That portion of "your work" out of which the injury or damage aris-es has been put to its intendeduse by any person or organiza-tion other than another contrac-tor or subcontractor engaged inperforming operations for a prin-cipal as a part of the same pro-ject; andb."Bodily injury" or "property damage"caused, in whole or in part, by"your work" performed under that written contract or written agreement and in-cluded in the "products-completedoperations hazard", but only if:(1)The Coverage Part to which thisendorsement is attached pro-vides coverage for "bodily injury"or "property damage" includedwithin the "products-completedoperations hazard"; and(2)The written contract or writtenagreement requires you to pro-vide additional insured coverageincluded within the "products-completed operations hazard"for that person or organization.If the written contract or writtenagreement requires you to provideadditional insured coverage includedwithin the "products-completed oper-ations hazard" for a specified lengthof time for that person or organiza-tion, the "bodily injury" or "property damage" must occur prior to the ex-piration of that period of time in order for this insurance to apply.If the written contract or writtenagreement requires you to provideadditional insured coverage for aperson or organization per only ISOadditional insured endorsement formnumber CG 20 10, without specifying an edition date, and without specifi-cally requiring additional insuredcoverage included within the “prod-ucts-completed operations hazard”,this Paragraph b.does not apply tothat person or organization.2.If the written contract or written agree-ment described in Paragraph 1.above specifically requires you to provide addi-tional insured coverage to that person or organization:a.Arising out ofyour ongoing opera-tions or arising out of"your work"; orIncludes copyrighted material of InsuranceGA 472 05 20Services Office, Inc., with its permission.Page 2 of 3b.By way of an edition of an ISO addi-tional insured endorsement that in-cludesarising out of your ongoing operations or arising out of "your work";then the phrasecaused, in whole or inpart, by in ParagraphA.1.a.and/or Para-graph A.1.b.above, whichever applies, isreplaced by the phrase arising out of.3.With respect to the insurance afforded to the additional insureds described in Para-graph A.1., the following additional exclu-sion applies:This insurance does not apply to "bodilyinjury", "property damage" or "personaland advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including:a.The preparing, approving or failing toprepare or approve, maps, shopdrawings, opinions, reports, surveys,field orders, change orders or draw-ings and specifications; orb.Supervisory, inspection, architectural or engineering activities.This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hir-ing, employment, training or monitoring ofothers by that insured, if the "occurrence"which caused the "bodily injury" or "prop-erty damage", or the offense whichcaused the "personal and advertising inju-ry", involved the rendering of, or the fail-ure to render, any professional architec-tural, engineering or surveying services.4.This ParagraphA.does not apply to addi-tional insureds described in Paragraph B.B. Additional Insured - State Or Governmental Agency Or Subdivision Or Political Subdi-vision - Automatic Status When RequiredIn Written Permits Or Authorizations1. Section II - Who Is An Insuredisamended to include as an additional in-sured any state or governmental agency or subdivision or political subdivision you have agreed in writing in a permit or au-thorization to add as an additional insuredon this Coverage Part. Such state or gov-ernmental agency or subdivision or politi-cal subdivision is an additional insured only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivi-sion or political subdivision has issued, inwriting, a permit or authorization.2.With respect to the insurance afforded to the additional insureds described in Para-graph B.1., the following additional exclu-sions apply:This insurance does not apply to:a."Bodily injury", "property damage" or"personal and advertising injury" aris-ing out of operations performed for the federal government, state or mu-nicipality; orb."Bodily injury" or "property damage"included within the "products-completed operations hazard."C.The insurance afforded to additional insuredsdescribed in ParagraphsA.andB.:1.Only applies to the extent permitted by law; and2.Will not be broader than that which youare required by the written contract, writ-ten agreement, written permit or writtenauthorization to provide for such addition-al insured; and3.Does not apply to any person, organiza-tion, state, governmental agency or sub-division or political subdivision specifically named as an additional insured for thesame project in the schedule of an en-dorsement added to this Coverage Part.D.With respect to the insurance afforded to the additional insureds described in Paragraphs A.andB., the following is added toSection III- Limits Of Insurance:The most we will pay on behalf of the addi-tional insured is the amount of insurance:1.Required by the written contract, written agreement, written permit or written au-thorization described in ParagraphsA.andB.For the purpose of determining therequired amount of insurance only, we willinclude the minimum amount of any Um-brella Liability or Excess Liability cover-age required for that additional insured inthat written contract, written agreement, written permit or written authorization; or2.Available under the applicable limits of in-surance;whichever is less.This endorsement shall not increase the appli-cable limits of insurance.E. Section IV - Commercial General LiabilityConditionsis amended to add the following:Automatic Additional Insured ProvisionInsured: Economic Consultants Oregon Ltd. DBA: ECONorthwest Policy: ECP0315866Docusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E Includes copyrighted material of InsuranceGA 472 05 20Services Office, Inc., with its permission.Page 3 of 3This insurance applies only if the "bodily inju-ry" or "property damage" occurs, or the "per-sonal and advertising injury" offense is com-mitted:1.During the policy period; and2.Subsequent to your execution of the writ-ten contract or written agreement, or theissuance of a written permit or written au-thorization, described in ParagraphsA.andB.F.Except whenG.below applies, the following isadded toSection IV - Commercial GeneralLiability Conditions, Other Insurance,andsupersedes any provision to the contrary:When Other Additional Insured Coverage Applies On An Excess BasisThis insurance is primary to other insurance available to the additional insured described in ParagraphsA.and B.except:1.As otherwise provided inSection IV -Commercial General Liability Condi-tions, Other Insurance, b. Excess In-surance; or2.For any other valid and collectible insur-ance available to the additional insured asan additional insured on another insur-ance policy that is written on an excessbasis. In such case, this insurance is alsoexcess.G.The following is added toSection IV - Com-mercial General Liability Conditions, Other Insurance,and supersedes any provision tothe contrary:Primary Insurance When Required By Writ-ten Contract, Agreement, Permit Or Au-thorizationExcept when wrap-up insurance applies to theclaim or "suit" on behalf of the additional in-sured, this insurance is primary to any other insurance available to the additional insureddescribed in ParagraphsA.andB.providedthat:1.The additional insured is a Named In-sured under such other insurance; and2.You have agreed in writing in a contract, agreement, permit or authorization de-scribed in Paragraph A.orB.that this in-surance would be primary to any other in-surance available to the additional in-sured.As used in this endorsement, wrap-up insur-ance means a centralized insurance programunder which one party has secured either in-surance or self-insurance covering some or all of the contractors or subcontractors perform-ing work on one or more specific project(s).Primary And Noncontributory InsuranceWhen Required By Written Contract, Agreement, Permit Or AuthorizationExcept when wrap-up insurance applies to theclaim or "suit" on behalf of the additional in-sured, this insurance is primary to and will notseek contribution from any other insuranceavailable to the additional insured described in ParagraphsA.and B.provided that:1.The additional insured is a Named In-sured under such other insurance; and2.You have agreed in writing in a contract,agreement, permit or authorization de-scribed in Paragraph A.orB.that this in-surance would be primary and would not seek contribution from any other insur-ance available to the additional insured.As used in this endorsement, wrap-up insur-ance means a centralized insurance programunder which one party has secured either in-surance or self-insurance covering some or all of the contractors or subcontractors perform-ing work on one or more specific project(s).H. Section IV - Commercial General Liability Conditions, Transfer Of Rights Of Recov-ery Against Others To Usis amended by theaddition of the following:Waiver of SubrogationWe waive any right of recovery against any additional insured under this endorsement, because of any payment we make under thisendorsement, to whom the insured haswaived its right of recovery in a written con-tract, written agreement, written permit or writ-ten authorization. Such waiver by us appliesonly to the extent that the insured has waived its right of recovery against such additional in-sured prior to loss.Docusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E CG 20 01 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1)The additional insured is a Named Insured under such other insurance; and (2)You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. Insured: Economic Consultants Oregon Ltd. dba: ECONorthwest Policy: ECP0315866 Docusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E Includes copyrighted material of InsuranceGCP 203 09 17Services Office, Inc., with its permission.Page 1 of 13THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.CinciPakTMCOMMERCIAL GENERAL LIABILITYBROADENEDENDORSEMENTThis endorsement modifies insurance provided under the following:COMMERCIAL GENERAL LIABILITY COVERAGE PARTA. Endorsement - Table of Contents:Coverage:Begins on Page:1. Employee Benefit Liability Coverage.......................................................................................22. Unintentional Failure To Disclose Hazards.............................................................................83. Supplementary Payments.........................................................................................................84. Medical Payments......................................................................................................................85. 180 Day Coverage For Newly Formed Or Acquired Organizations......................................86. Waiver Of Subrogation..............................................................................................................87. Automatic Additional Insured - Specified Relationships:.....................................................8• Managers Or Lessors Of Premises;• Lessor Of Leased Equipment;• Vendors;• State Or Governmental Agency Or Subdivision Or Political Subdivision - PermitsOr Authorizations Relating To Premises; and• Mortgagee, Assignee Or Receiver8. Property Damage To Borrowed Equipment.........................................................................119. Employees As Insureds - Specified Health Care Services And Good Samaritan Services...................................................................................................................................1210. Broadened Notice Of Occurrence.........................................................................................1211. Nonowned Aircraft..................................................................................................................1212. Bodily Injury Redefined..........................................................................................................1313. Expected Or Intended Injury Redefined...............................................................................1314. Former Employees As Insureds............................................................................................13B. Limits Of Insurance:The Commercial General Liability LimitsofInsuranceapply to the insurance provided by thisendorse-ment, except as provided below:1. Employee Benefit Liability CoverageEach Employee Limit:$1,000,000Aggregate Limit:$3,000,000DeductibleAmount:$1,0003. Supplementary PaymentsBail Bonds:$2,5004. Medical PaymentsMedical Expense Limit:$10,0008. Property Damage To Borrowed EquipmentEach Occurrence Limit:$10,000DeductibleAmount:$250Includes copyrighted material of InsuranceGCP 203 09 17Services Office, Inc., with its permission.Page 2 of 13C. Coverages1. Employee Benefit Liability Coveragea.The followingisaddedtoSection I -Coverages:Employee Benefit Liability Cover-age(1) Insuring Agreement(a)We will paythose sumsthat theinsured becomes legally obligated topay asdamag-escaused by any act, erroror omission oftheinsured,or ofany other personforwhoseactstheinsuredislegally liable, towhich thisinsurance applies. We will havethe right and duty to defend the insuredagainstany "suit"seeking thosedamages. However, wewill haveno duty to defendagainst any "suit"seekingdamagesto which this in-surance doesnotapply. We may,atour discretion, in-vestigate any reportof an act, error oromission and settleany claimor "suit" thatmay result. But:1)The amount we will pay for damages islimited asdescribed inSectionIII - Limits Of Insur-ance; and2)Our right and duty to defend ends whenwe haveused upthe appli-cablelimit of insurancein the payment ofjudg-ments or settlements. No other obligation or liabil-ity topay sums orperform actsor servicesiscoveredunlessexplicitly provided forunder SupplementaryPayments.(b)Thisinsurance appliestodamagesonly iftheact, er-ror or omission, isnegligent-ly committedin the "admin-istration" ofyour "employee benefit program"; and1)Occurs during the policy period; or2)Occurredprior to the "firsteffective date" ofthisendorsement pro-vided:a)You did not have knowledgeof a claim or"suit"on orbefore the "firstef-fectivedate" ofthisendorsement.You will bedeemed to haveknowledgeofaclaimor "suit"whenany "author-ized representa-tive";i)Reportsall, or any part,oftheact, error oromission tousor any other insurer;ii)Receives awritten or ver-baldemand or claimfor dam-agesbecauseofthe act, er-ror or omis-sion; andb)Thereisno other applicable insur-ance.(2) ExclusionsThis insurancedoes not apply to:(a) Bodily Injury, Property Damage Or Personal AndAdvertising Injury"Bodily injury", "property damage"or "personaland advertising injury".(b) Dishonest, Fraudulent,Criminal Or Malicious ActDamages arising out ofanyintentional, dishonest,fraudulent, criminal or mali-ciousact, error oromission,committed by any insured, includingthewillful or reck-less violation of any statute.(c) Failure To Perform A Con-tractDamages arising out offail-ureof performance ofcon-tract by any insurer.Insured: Economic Consultants Oregon Ltd. DBA: ECONorthwest Policy: ECP0315866Docusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E Includes copyrighted material of InsuranceGCP 203 09 17Services Office, Inc., with its permission.Page 3 of 13(d) Insufficiency Of FundsDamages arisingout ofaninsufficiency offundsto meet any obligations underany plan includedinthe"employee benefit program".(e) Inadequacy Of Perfor-mance Of Invest-ment/Advice Given With Respect To ParticipationAny claim based upon:1)Failure ofany invest-ment to perform;2)Errors in providingin-formation onpast per-formanceof investment vehicles; or3)Advice giventoany person withrespect to that person's decision to participate or not to par-ticipatein any planin-cludedin the "employeebenefit program".(f) Workers' CompensationAnd Similar LawsAny claimarising out ofyourfailure to comply withthemandatory provisionsofanyworkers'compensation,un-employment compensationinsurance, social security ordisability benefitslaw oranysimilar law.(g) ERISADamages forwhich any in-suredisliablebecauseof li-ability imposed onafiduci-ary by the EmployeeRe-tirement IncomeSecurity Actof1974, as now orhereafter amended,orbyany similar federal, state orlocal laws.(h) Available BenefitsAny claim for benefitsto theextent that such benefits are available, with reasonableeffort andcooperation of theinsured,from theapplicablefundsaccrued or other col-lectible insurance.(i) Taxes, Fines Or PenaltiesTaxes, finesor penalties, in-cludingthose imposedun-dertheInternal RevenueCode or any similar state or local law.(j) Employment-Related Prac-ticesAny liability arisingout ofany:(1)Refusal to employ;(2)Termination ofemploy-ment;(3)Coercion, demotion, evaluation, reassign-ment, discipline,defa-mation, harassment, humiliation,discrimina-tionorother employ-ment -relatedpractices,acts or omissions; or(4)Consequential liability asaresultof (1), (2) or(3)above.Thisexclusion applieswhether the insuredmaybeheld liable asan employer or inany other capacity and to any obligation toshare damageswith or repaysomeone elsewhomust paydamagesbecause of the in-jury.(3) Supplementary PaymentsSection I - Coverages, Sup-plementary Payments - Cover-ages AandB alsoapply to this Coverage.b. Who Is An InsuredAs respectsEmployee Benefit Lia-bility Coverage, Section II - Who Is An Insuredisreplaced by the follow-ing:(1)If youare designated in the Dec-larationsas:(a)An individual, you andyourspouseare insureds, but on-ly withrespectto thecon-duct ofabusinessof whichyou are the sole owner.(b)A partnership or joint ven-ture, you arean insured. Yourmembers, your part-Includes copyrighted material of InsuranceGCP 203 09 17Services Office, Inc., with its permission.Page 4 of 13ners,andtheir spousesarealso insureds but only with respect totheconductof your business.(c)A limitedliability company,youarean insured. Your membersarealso insureds,butonly with respect to the conduct of your business. Yourmanagersarein-sureds, but only with respectto theirduties asyourman-agers.(d)Anorganization other than apartnership, joint ventureorlimitedliability company, youarean insured. Your "execu-tive officers"anddirectorsareinsureds,but only withrespect to theirdutiesasyour officersor directors. Yourstockholdersare also insureds, butonly withre-spect to their liability asstockholders.(e)A trust, youarean insured. Yourtrusteesarealsoin-sureds, but only with respectto their duties as trustees.(2)Each of thefollowing isalso aninsured:(a)Each ofyour "employees"who is orwas authorizedtoadminister your"employeebenefit program";(b)Any persons,organizations or "employees"having prop-er temporary authorizationto administer your "employ-ee benefit program"if you die, but only until your legalrepresentative isappointed; or(c)Yourlegal representativeifyoudie, butonly withre-spect to dutiesas such. That representative willhaveallyour rightsand dutiesunderthis Coverage Part.(3)Any organizationyou newly ac-quire or form, other thana part-nership,joint venture or limitedliability company, andover whichyou maintain ownership or major-ity interest, willqualify asaNamed Insuredif no other similar insurance applies to thatorgani-zation. However,coverage underthis provision:(a)Isafforded only untilthe180thday after you acquire or form the organization or theendof the policy period, whichever is earlier; and(b)Doesnot apply toany act,error oromissionthat wascommitted beforeyou ac-quired or formedthe organi-zation.c. Limits Of InsuranceAs respectsEmployee Benefit Lia-bility Coverage, Section III - LimitsOf Insuranceisreplaced by the fol-lowing:(1)The Limitsof Insurance shown inSection B. Limits Of Insurance,1. Employee Benefit Liability Coverage and the rules below fixthe mostwewill pay regardlessof the number of:(a)Insureds;(b)Claimsmadeor "suits"brought;(c)Personsor organizationsmaking claimsor bringing"suits";(d)Acts, errors or omissions; or(e)Benefitsincluded in your"employee benefit program".(2)The AggregateLimit shown inSection B. Limits Of Insurance, 1. Employee Benefit Liability Coverage ofthisendorsement is themost we will pay foralldam-agesbecauseofacts, errors or omissionsnegligently committed in the"administration" ofyour"employee benefit program". (3)Subject to thelimit describedin(2)above, the Each EmployeeLimit shownin SectionB. LimitsOf Insurance, 1. EmployeeBenefit Liability Coverage ofthisendorsement isthe most wewillpay forall damagessus-tained by any one"employee", includingdamages sustained by such "employee's"dependentsandbeneficiaries, as a result of:(a)An act, error or omission; orDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E Includes copyrighted material of InsuranceGCP 203 09 17Services Office, Inc., with its permission.Page 5 of 13(b)A seriesofrelated acts, er-rorsoromissions,regard-lessoftheamount of timethat lapsesbetweensuchacts, errors or omissions;negligently committed in the"administration" ofyour "employ-ee benefit program".However, the amount paidunderthisendorsementshall not ex-ceed, and willbe subjecttothelimitsand restrictionsthat apply to the paymentofbenefits inanyplan includedin the"employeebenefit program."(4) Deductible Amount(a)Our obligation to pay dam-ageson behalfof the in-suredappliesonly to theamount ofdamagesin ex-cess of the DeductibleAmount stated inthe Decla-rationsas applicable toEach Employee. The limitsofinsuranceshallnot be re-duced by theamount of thisdeductible. (b)The DeductibleAmount stated in the Declarationsappliestoalldamagessus-tained by any one"employ-ee", including such"employ-ee's"dependentsand bene-ficiaries, becauseof all acts, errorsor omissions to whichthis insurance applies.(c)The termsof thisinsurance, includingthose with respectto:1)Our right and duty to defend the insured against any "suits"seeking those damag-es; and2)Yourduties, andthe du-tiesof any other in-volvedinsured, in the event ofan act,error oromission, or claim;apply irrespective of theap-plicationoftheDeductible Amount.(d)We maypay any part orallofthe DeductibleAmount to effectsettlement of any claimor "suit"and, upon no-tificationoftheaction taken,youshall promptly reim-burse us for such part oftheDeductible Amount aswehave paid.d. Additional ConditionsAs respectsEmployee Benefit Lia-bility Coverage, Section IV - Com-mercial General Liability Condi-tionsis amended as follows:(1)Item2. Duties In The Event Of Occurrence, Offense, Claim Or Suitis replaced by the following:2. Duties In The Event Of AnAct, Error Or Omission, Or Claim Or Suita.You must see toit that we are notified assoon aspracticableof an act, error oromission whichmay result ina claim.Tothe extent possible,notice should include:(1)Whatthe act, error or omission wasandwhen it oc-curred; and(2)The names and addressesofany-onewho may suf-fer damages asa result oftheact, error or omission. b.If a claimismadeor "suit"isbrought against any insured, you must:(1)Immediately recordthespecifics of the claimor "suit"andthedatereceived; and(2)Notify usas soon as practicable.You must see toit that we receive written no-tice of the claimor "suit"as soon as practicable.c.Youandany other in-volved insured must:(1)Immediately send uscopiesofany demands, notices, summonsesor le-galpapersre-Includes copyrighted material of InsuranceGCP 203 09 17Services Office, Inc., with its permission.Page 6 of 13ceivedinconnec-tionwiththeclaim or "suit";(2)Authorize usto ob-tainrecordsand other information;(3)Cooperatewith usin theinvestigationor settlement of theclaimordefense against the "suit"; and(4)Assist us, uponour request,intheen-forcement of any right against any person or organi-zationwhichmay be liable to the in-suredbecause of an act, error or omission to whichthisinsurancemay also apply.d.No insuredwill, exceptat that insured's owncost, voluntarily makea payment,assumeanyobligation, or incur anyexpense without our consent.(2)Item5. Other Insuranceisre-placed by the following:5. Other InsuranceIf other validandcollectible insuranceisavailable to theinsured for a losswe coverunder thisCoverage Part, our obligationsare limited asfollows:a. Primary InsuranceThisinsuranceisprima-ry except when c.below applies. If this insuranceis primary, our obliga-tionsarenot affected unlessany oftheother insuranceisalso prima-ry. Then, wewill sharewith all that other insur-ance by the methodde-scribed in b.below.b. Method Of SharingIf all oftheother insur-ancepermitscontribu-tionbyequal shares, we will follow thismeth-od also. Under thisap-proach eachinsurer contributesequalamountsuntil it haspaid itsapplicable limit ofinsurance ornone of thelossremains, whichever comes first.If anyof the other in-surance doesnotpermitcontributionby equal shares, wewill contrib-uteby limits. Under thismethod, eachinsurer's shareisbased on the ratio ofits applicable limit ofinsuranceto the total applicablelimitsof insurance of allinsur-ers.c. No CoverageThisinsuranceshallnotcover any lossfor which theinsured isentitledto recovery under any other insurance inforce previousto the effective date ofthis Coverage Part.e. Additional DefinitionsAs respectsEmployee Benefit Lia-bility Coverage, Section V - Defini-tionsisamended as follows:(1)The following definitionsareadded:1."Administration"means:a.Providing informationto "employees", includingtheir dependents and beneficiaries, withre-spect to eligibilityfor or scope of "employee benefit programs";b.Interpretingthe "em-ployee benefit pro-grams";c.Handlingrecordsin connection withthe "employee benefitpro-grams"; ord.Effecting, continuing or terminating any "em-ployee's"participation inDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E Includes copyrighted material of InsuranceGCP 203 09 17Services Office, Inc., with its permission.Page 7 of 13any benefitincluded in the"employee benefitprogram".However, "administration"does not include:a.Handlingpayroll deduc-tions; orb.The failureto effect ormaintain any insuranceor adequatelimitsof coverage of insurance,including but not limited to unemployment insur-ance, social security benefits,workers'com-pensationanddisability benefits.2."Cafeteriaplans"meansplansauthorized by applica-blelaw toallow "employees"to elect to pay for certainbenefitswith pre-tax dollars.3."Employee benefit pro-grams"meansa program providing some ofallof thefollowingbenefitsto "em-ployees", whether provided through a"cafeteria plan"or otherwise:a.Group lifeinsurance; group accident or health insurance; dental, vision andhearing plans; and flexiblespending ac-counts; providedthat no oneother than an"em-ployee"may subscribeto such benefitsand such benefitsaremade generally available tothose"employees"whosatisfy the plan's eligibil-ity requirements;b.Profit sharingplans, employeesavingsplans, employeestock ownershipplans, pen-sion plans and stocksubscription plans, pro-videdthat no one other than an"employee"may subscribe to such benefitsand suchbene-fits are madegenerally availableto all"employ-ees" who are eligibleunder theplanfor such benefits;c.Unemploymentinsur-ance, social securitybenefits, workers'com-pensationanddisability benefits; andd.Vacationplans, includ-ingbuy andsell pro-grams; leaveof ab-sence programs, includ-ing military, maternity, family,and civil leave; tuition assistance plans; transportation and health club subsidies.4."First effectivedate"meansthedate upon whichcover-agewasfirst effectedin aseries of uninterrupted re-newalsof insurancecover-age.(2)The following definitions arede-letedin their entirety and re-placed by the following:8."Employee"meansapersonactively employed, formerlyemployed, on leaveofab-sence or disabled,orretired."Employee"includesa "leasedworker". "Employee"doesnot include a"tempo-rary worker".21."Suit"meansa civil proceed-ingin whichmoney damag-esbecause of an act, error or omission towhich thisin-surance applies arealleged. "Suit"includes:a.An arbitration proceed-ingin which such dam-agesareclaimedand to which the insuredmustsubmit ordoessubmit with our consent;b.Anyother alternative disputeresolution pro-ceeding in whichsuch damagesare claimed andto which the in-suredsubmitswith our consent; orc.An appealofacivilpro-ceeding.Includes copyrighted material of InsuranceGCP 203 09 17Services Office, Inc., with its permission.Page 8 of 132. Unintentional Failure To Disclose Haz-ardsSection IV - Commercial General Liabil-ity Conditions, 7. Representationsisamended by the addition of the following:Basedon our dependenceupon your rep-resentations astoexistinghazards,if un-intentionallyyoushouldfail to disclose all such hazardsat the inception date of your policy,we will not reject coverage under thisCoverage Partbasedsolely on suchfailure.3. Supplementary PaymentsUnder Section I - Supplementary Pay-ments - Coverages Aand B:Paragraph2.is replaced by the following:Up to thelimitshownin Section B. LimitsOf Insurance, 3.Bail Bondsofthisen-dorsement for cost ofbail bondsrequiredbecauseofaccidentsor traffic law viola-tionsarising out of the use of any vehicle to which theBodily InjuryLiability Cover-ageapplies. We donot have tofurnish these bonds.Thisamendment of the Supplementary Payments–Bail Bondslimit replaces, and isnotin additionto, the amendmentoftheSupplementaryPayments-Bail Bondslimit (II.A.2.) in the CinciPakTMCommer-cial General Liability Amendatory En-dorsement.4. Medical PaymentsThe MedicalExpenseLimit of Any OnePersonasstatedin theDeclarations isamended tothelimit shownin SectionB. Limits Of Insurance, 4. Medical Pay-mentsof this endorsement.5. 180 Day Coverage For Newly FormedOr Acquired OrganizationsSection II - Who Is An Insuredisamended as follows:Subparagraph a.ofParagraph3.isre-placed by the following:a.Insuranceunder thisprovision is af-forded only until the 180th day after youacquireor form the organizationor the endofthepolicy period,whichever is earlier;6. Waiver Of SubrogationSection IV - Commercial General Liabil-ity Conditions, 9. Transfer Of Rights OfRecovery Against Others To Usisamended by the addition of the following:We waiveany right ofrecovery we may haveagainst any personor organization against whomyou have agreed towaivesuch right ofrecovery in a written contract or agreement because of paymentswe make for injuryor damagearising out of your ongoing operations or "your work"done under awrittencontractor agree-mentwith that person ororganizationand included inthe "products-completed oper-ations hazard". However, our rightsmay only bewaived prior to the "occurrence"giving riseto the injury or damagefor which wemakepayment under thisCov-eragePart. The insured must do nothingafter a losstoimpair our rights. At our re-quest, the insured will bring"suit"or trans-fer those rightsto usand help usenforce those rights.7. Automatic Additional Insured - Speci-fied Relationshipsa.The followingisaddedto Section II -Who Is An Insured:(1)Any person(s)or organization(s)describedin Paragraph7.a.(2)of thisendorsement (hereinafterre-ferredto asadditional insured) whomyou are required to addasan additionalinsured under thisCoveragePartby reasonof a writtencontract,writtenagree-ment, written permit orwritten authorization.(2)Only the following persons or or-ganizationsare additional in-suredsunder thisendorsement, and insurance coverage providedto such additional insuredsis lim-ited as provided herein:(a) Managers Or Lessors OfPremisesThe manager or lessor ofapremisesleasedto youwithwhomyouhaveagreed perParagraph7.a.(1)of thisen-dorsement to provide insur-ance, but only with respectto liability arising out of the ownership, maintenance or use ofthatpart oftheprem-isesleasedto you,subjectto the following additionalexclusions:Thisinsurancedoesnot ap-ply to:(i)Any"occurrence"whichtakesplace after you Docusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E Includes copyrighted material of InsuranceGCP 203 09 17Services Office, Inc., with its permission.Page 9 of 13cease tobe a tenant in that premises;(ii)Structural alterations, newconstructionordemolition operationsperformedbyor onbe-half of such additionalinsured.(b) Lessor Of Leased Equip-mentAny person or organizationfromwhom you lease equipment whenyouandsuch person(s) ororganiza-tion(s) haveagreedper Par-agraph7.a.(1)of thisen-dorsementto provide insur-ance. Suchperson(s) or or-ganization(s) areinsuredsonly with respect toliability for "bodily injury", "property damage"or "personaland advertising injury"caused, inwhole or inpart,by yourmaintenance, operation or use ofequipment leasedtoyouby suchperson(s) oror-ganization(s).A person's or organization's statusasan additional insuredunder thisendorsement endswhentheir contract or agreementwith you for suchleasedequipment ends.However, thisinsurancedoesnotap-ply toany "occurrence"which takesplace after theequipment lease expires.(c) VendorsAny person or organization(referredto below asven-dor) withwhomyou haveagreed per Paragraph 7.a.(1)of thisendorsement to provideinsurance, but on-ly with respectto "bodilyin-jury"or "property damage"arising out of "your products"which aredistributedor sold in theregular course of the vendor's business, subjectto the following additionalexclusions:(i)The insurance afforded thevendor does notapply to:1)"Bodily injury"or"property damage"for whichthe ven-dorisobligatedtopay damagesby reason ofthe as-sumption of liability in a contract or agreement. Thisexclusion doesnot apply to liability for damagesthat thevendor wouldhave in theabsence ofthecontract or agreement;2)Anyexpresswar-ranty unauthorizedby you;3)Any physical or chemical change in theproductmade intentionally bythevendor;4)Repackaging, ex-cept when un-packed solely for thepurpose ofin-spection, demon-stration,testing, or thesubstitution of partsunder in-structionsfrom the manufacturer, and then repackaged intheoriginal con-tainer;5)Any failure to make such inspections,adjustments, testsor servicing asthe vendor hasagreed to make or normal-ly undertakesto makeintheusual courseofbusi-ness, inconnectionwith thedistribution or sale ofthe products;6)Demonstration,in-stallation, servicingor repair opera-tions, except such operations per-formedat theven-dor's premisesin connectionwith thesale of the product;7)Productswhich, af-ter distribution or Includes copyrighted material of InsuranceGCP 203 09 17Services Office, Inc., with its permission.Page 10 of 13sale by you, have been labeledor re-labeled or used asa container,part or ingredientof any other thing or sub-stance by or for the vendor; or8)"Bodily injury"or"property damage"arising out ofthesole negligenceofthevendor for itsown actsor omis-sionsor thoseof itsemployeesor anyone else actingon itsbehalf.How-ever,this exclusion does not apply to:a)The excep-tions containedin Paragraphs(c)(i)4) or6)of thisendorse-ment; orb)Such inspec-tions, adjust-ments, testsorservicing asthevendor hasagreed to makeor nor-mally under-takesto make in the usual course of business, in connection with thedistri-bution or sale of the prod-ucts. (ii)Thisinsurancedoesnot apply to any insured person or organization:1)Fromwhomyou have acquired such products,or any ingredient, part or container, enter-inginto, accompa-nyingorcontaining such products; or2)Whenliability in-cludedwithin the "products-completed opera-tionshazard"hasbeen excluded un-derthis CoveragePart with respect to such products.(d) State Or Governmental Agency Or Subdivision OrPolitical Subdivision -Permits Or Authorizations Relating To PremisesAny state or governmentalagency or subdivision or po-liticalsubdivision with whichyouhave agreed per Para-graph 7.a.(1)ofthis en-dorsement to provide insur-ance, subjectto the follow-ing additional provision:Thisinsurance appliesonlywith respect to the followinghazardsfor which thestateor governmentalagency orsubdivisionor political sub-division hasissued apermitor authorization inconnec-tionwithpremisesyou own,rent or control and to whichthis insurance applies:(i)The existence, mainte-nance, repair,construc-tion, erection or removal ofadvertising signs,awnings, canopies, cel-lar entrances, coalholes, driveways, man-holes, marquees, hoist away openings,side-walkvaults,street ban-ners or decorations and similar exposures; or(ii)The construction, erec-tionor removal ofeleva-tors; or(iii)The ownership, mainte-nance or use of any el-evatorscovered by thisinsurance.(e) Mortgagee, Assignee Or ReceiverAny person or organizationwith whom you haveagreedperParagraph 7.a.(1) of thisendorsement to providein-surance, but only with re-spect to their liability asmortgagee, assignee, or re-ceiver and arising out of the ownership, maintenance,or Docusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E Includes copyrighted material of InsuranceGCP 203 09 17Services Office, Inc., with its permission.Page 11 of 13use ofthepremisesby you.However, thisinsurance doesnotapply to structuralalterations, new constructionanddemolition operations performedbyorfor that per-son or organization.(3)The insuranceafforded toaddi-tional insureds described in Par-agraph7.a.(1)of thisendorse-ment:(a)Only appliestotheextentpermitted by law; and(b)Willnot be broaderthanthatwhich you are requiredbythewrittencontract, writtenagreement, written permit or written authorization topro-vide for suchadditional in-sured; and(c)Doesnotapply toany per-son, organization,vendor, state, governmental agencyor subdivision or politicalsubdivision,specifically namedasan additional in-suredunder any other provi-sion of, or endorsementadded to, thisCoveragePart, provided suchother provisionorendorsement coverstheinjury or damagefor whichthisinsuranceap-plies.b.With respectto the insuranceafford-ed to theadditionalinsuredsde-scribedinParagraph7.a.(1)ofthis endorsement, thefollowingisaddedto Section III - Limits Of Insurance:The most we will pay on behalfof the additional insuredistheamount of in-surance:(1)Requiredby the writtencontract,written agreement, written permit or written authorizationdescribed in Paragraph 7.a.(1)of thisen-dorsement; or(2)Availableunder theapplicable Limitsof Insurance shownintheDeclarations;whicheveris less.Thisendorsementshallnotincreasetheapplicable LimitsofInsuranceshown in the Declarations.c. Section IV - Commercial General Liability Conditionsisamended to add the following:Automatic Additional Insured Pro-visionThisinsurance appliesonlyif the "bodily injury"or "property damage"occurs,or the "personaland advertis-ing injury" offense is committed:(1)Duringthe policy period; and(2)Subsequentto your execution ofthewritten contractor writtenagreement, orthe issuance ofawritten permit or written authori-zation,describedinParagraph7.a.(1).d. Section IV - Commercial General Liability Conditionsisamended asfollows:Condition 5. Other Insuranceisamended to include:Primary And Noncontributory In-suranceThisinsuranceis primary to and willnotseekcontribution from any otherinsurance available toanadditionalinsured per Paragraph7.a.(1)of this endorsement provided that:(1)The additional insuredisaNamedInsured under such other insurance; and(2)You have agreedin writing inacontract,agreement, permit or authorizationdescribed in 7.a.(2)ofthisendorsement that thisin-surance would be primary andwould notseek contribution from any other insuranceavailable tothe additional insured.8. Property Damage To Borrowed Equip-menta.The followingisadded to Exclusion2.j. Damage To PropertyunderSec-tion I - Coverage A - Bodily Injury And Property Damage Liability:Paragraphs(3)and(4)ofthisexclu-sion do not apply to toolsor equip-ment loaned to you, provided they arenotbeingused to perform operationsat thetime of loss.b.With respect totheinsurance provid-ed by thissection of the endorse-Includes copyrighted material of InsuranceGCP 203 09 17Services Office, Inc., with its permission.Page 12 of 13ment, the following additionalprovi-sions apply:(1)The Limitsof InsuranceshownintheDeclarationsarereplaced bythelimitsdesignatedin SectionB. Limits Of Insurance, 8.Property Damage To Borrowed Equipmentof thisendorsement with respectto coverageprovid-ed bythisendorsement. These limitsare inclusiveofandnotinaddition tothelimitsbeingre-placed. The LimitsofInsuranceshownin SectionB. Limits OfInsurance, 8. Property DamageTo Borrowed Equipment ofthis endorsement fixthemost wewillpayinanyone "occurrence"re-gardless ofthe number of:(a)Insureds;(b)Claimsmadeor "suits"brought; or(c)Personsor organizationsmaking claimsor bringing"suits".(2) Deductible Clause(a)Our obligation to pay dam-ageson your behalfappliesonly to theamount of dam-agesfor each"occurrence"whichareinexcess of the Deductible Amount stated in Section B. Limits Of Insur-ance, 8. Property Damage To Borrowed Equipment of thisendorsement. The limitsofinsurance will not be re-duced by the applicationofsuch deductible amount.(b) Section IV - CommercialGeneral Liability Condi-tions, 2. Duties In The Event Of Occurrence, Of-fense, Claim Or Suit,ap-pliestoeachclaimor "suit"irrespective of the amount.(c)We maypay any part orallofthedeductibleamount toeffectsettlement of any claimor "suit"and, upon no-tificationoftheaction taken,youshall promptly reim-burse usforsuch partof thedeductible amount ashas been paid by us.9. Employees As Insureds - SpecifiedHealth Care Services And Good Samar-itan ServicesParagraph2.a.(1)(d)under Section II -Who Is An Insureddoes not apply to:a.Your "employees" who provide pro-fessional healthcare serviceson yourbehalf asa duly licensednurse, emergency medical technicianor paramedicin the jurisdiction where an"occurrence"or offense towhich thisinsurance applies takes place; orb.Your"employees"or "volunteer work-ers", other thanan employedor vol-unteer doctor, providing firstaid or good samaritanservicesduring theirworkhoursfor youwill be deemed tobe actingwithinthescopeof their employment by youor performing du-tiesrelatedto theconduct ofyourbusiness. 10. Broadened Notice Of OccurrenceParagrapha.ofCondition2. Duties In The Event Of Occurrence, Offense, Claim Or SuitunderSection IV - Com-mercial General Liability Conditionsisreplaced by the following:a.You must see to it that weare notified assoon aspracticableofan"occur-rence"or an offense whichmayresult in a claim. Tothe extent possible, no-tice should include:(1)How, when and where the "oc-currence"or offense took place;(2)The namesand addresses of any injured persons and wit-nesses; and(3)The nature and location ofany injury or damage arising out of the"occurrence"or offense.Thisrequirement applies only whenthe"occurrence"or offenseisknownto an"authorized representative".11.Nonowned AircraftThe following isaddedtoExclusion 2.g.Aircraft, Auto Or WatercraftunderSec-tion I - Coverage A - Bodily Injury AndProperty Damage Liability:Thisexclusiondoes not apply toan air-craft you do not own, provided that:a.The pilot in command holdsa current effectivecertificate, issuedbya duly constituted authority ofthe United Docusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E Includes copyrighted material of InsuranceGCP 203 09 17Services Office, Inc., with its permission.Page 13 of 13Statesof America orCanada, desig-nating that person asa commercial or airline transport pilot;b.The aircraftisrented with a trained, paid crew; andc.The aircraftdoesnot transportper-sons or cargo for a charge.12. Bodily Injury RedefinedSection V - Definitions, 4."Bodily injury"is replaced by the following:4."Bodily injury"meansbodily harmor injury, sickness, disease,disability,humiliation, shock, fright,mental an-guishor mental injury,including care, lossof servicesordeathresultingfrom any of these at any time.13. Expected Or Intended Injury RedefinedThe last sentence of Exclusion 2.a. Ex-pected Or Intended InjuryunderSec-tion I - Coverage A - Bodily Injury AndProperty Damage Liability isreplaced by the following:Thisexclusion doesnot apply to "bodily injury"or "property damage"resulting from theuseofreasonable forcetoprotect per-sons or property. 14. Former Employees As InsuredsThe following isadded to Paragraph 2.underSection II - Who Is An Insured:2.Each of the following is also anin-sured:Any of your former "employees", di-rectors, managers, members, part-ners or "executive officers", includingbutnot limitedto retired, disabledor thoseon leave of absence, butonly for actswithin the scope of theirem-ployment by you or for dutiesrelatedto the conduct ofyour business.Docusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E AA 4171 06 20 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM This endorsement changes the policy effective on the inception date of the policy unless another date is indi- cated below. Endorsement Effective:Policy Number: Named Insured: Countersigned by: (Authorized Representative) With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SECTION II - LIABILITY COVERAGE, A. Coverage, I. Who is an Insured is amended to include as an in- sured any person or organization for whom you have agreed in a valid written contract to provide insurance as afforded by this policy. This provision is limited to the scope of the valid written contract. This provision does not apply unless the valid written contract has been executed prior to the "bodily injury" or "property damage". 04-01-2024 EBA 0315866 ECONOMIC CONSULTANTS OREGON LTD DBA: ECONORTHWEST Docusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E AA 4174 11 05 THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY PRIMARY AND NONCONTRIBUTORY INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement changes the policy effective on the inception date of the policy unless another date is indi cated below Endorsement Effective:Policy Number: Named Insured: Countersigned by: (Authorized Representative) With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement 1 Noncontributory Insurance SECTION IV BUSINESS AUTO CONDI TIONS, B General Conditions, 5 Other In surance is replaced by the following: c Regardless of the provisions of Para graph a above, this Coverage Form’s Li ability Coverage is primary and we will not seek contribution from any other in surance for any liability assumed under an "insured contract" that requires liability to be assumed on a primary noncon tributory basis 04-01-2024 EBA 0315866 ECONOMIC CONSULTANTS OREGON LTD DBA: ECONORTHWEST Docusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E AA 4172 09 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION -AUTO This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement changes the policy effective on the inception date of the policy unless another date is indi- cated below. Endorsement Effective:Policy Number: Named Insured: Countersigned by: (Authorized Representative) With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. 1. Blanket Waiver of Subrogation SECTION IV - BUSINESS AUTO CONDI- TIONS, A. Loss Conditions, 5. Transfer of Rights of Recovery Against Others to Us is amended by the addition of the following: We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury" or "prop- erty damage" arising out of the operation of a covered "auto" when you have assumed liabil- ity for such "bodily injury" or "property damage" under an "insured contract", provided the "bod- ily injury" or "property damage" occurs subse- quent to the execution of the "insured con- tract". 04-01-2024 EBA 0315866 ECONOMIC CONSULTANTS OREGON LTD DBA: ECONORTHWEST Docusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E 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 10/8/2024 HUB International Northwest,LLC PO Box 10167 Eugene OR 97440 541-687-1117 541-342-8280 emma.powell@hubinternational.com Hartford Casualty Insurance Company 29424 ECONCON-01 Economic Consultants Oregon Ltd. ECONorthwest 222 SW Columbia,Suite 1600 Portland OR 97201 53527600 A X Y Y 52WECGB3870 10/23/2024 10/23/2025 1,000,000 1,000,000 1,000,000 Gilroy IH Framework and AH Incentives /ECO #25689 City of Gilroy 7351 Rosanna Street Gilroy CA 95020 Docusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E Docusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E City of Gilroy Agreement/Contract Tracking Today’s Date: June 2, 2023 Your Name: Monica Sendejas Contract Type: Services over $5k - Consultant Phone Number: 408-846-0266 Contract Effective Date: (Date contract goes into effect) 6/1/2023 Contract Expiration Date: 12/31/2024 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) Economic Consultants Oregon dba ECONorthwest Contract Subject: (no more than 100 characters) ECONorthwest Inclusionary Housing Framework Agreement Contract Amount: (Total Amount of contract. If no amount, leave blank) $77,133 By submitting this form, I confirm this information is complete: ➢Date of Contract ➢Contractor/Consultant name and complete address ➢Terms of the agreement (start date, completion date or “until project completion”, cap of compensation to be paid) ➢Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached ➢Taxpayer ID or Social Security # and Contractors License # if applicable ➢Contractor/Consultant signer’s name and title ➢City Administrator or Department Head Name, City Clerk (Attest), City Attorney (Approved as to Form) Routing Steps for Electronic Signature Risk Manager City Attorney Approval As to Form City Administrator or Department Head City Clerk Attestation Sharon Goei, Community Development Director 23-RFP-CDD-488 DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 1st day of June, 2023, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: Economic Consultants Oregon LTD dba ECONorthwest, having a principal place of business at 222 SW Columbia Street #1600, Portland, OR 97201. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on June 1, 2023 and will continue in effect through December 31, 2024 unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall terminate this Agreement regardless of any other provision stated herein. ______ Initial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY’S employees, including, without limitation, disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A. Specific Services CONSULTANT agrees to: Perform the services as outlined in Exhibit “A” (“Specific Provisions”) and Exhibit “B” (“Scope of Services”), within the time periods described in Exhibit “C” (“Milestone Schedule”). B. Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT’S services. DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E -2- 4835-2267-0361v1 LAC\04706083 C. Employment of Assistants CONSULTANT may, at the CONSULTANT’S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT’S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT’S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event however shall the total compensation paid to CONSULTANT exceed $77,133. B. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit “D”. No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit “A”, Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT’S costs of doing business. CITY shall not be DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E -3- 4835-2267-0361v1 LAC\04706083 responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting “direct expenses” referenced on Exhibit “A.” ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers’ Compensation CONSULTANT agrees to provide workers’ compensation insurance for CONSULTANT’S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys’ fees, arising out of any injury, disability, or death of any of CONSULTANT’S employees. C. Indemnification of Liability, Duty to Defend 1. As to professional liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non-owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E -4- 4835-2267-0361v1 LAC\04706083 including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, CONSULTANT must purchase so called “extended reporting” or “tail” coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beginning of the contract work. As a condition precedent to CITY’S obligations under this Agreement, CONSULTANT shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONSULTANT is not CITY’S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONSULTANT’S payments; • CITY will not make state or federal unemployment insurance contributions on CONSULTANT’S behalf; • CITY will not withhold state or federal income tax from payment to CONSULTANT; • CITY will not make disability insurance contributions on behalf of CONSULTANT; • CITY will not obtain workers’ compensation insurance on behalf of CONSULTANT. DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E -5- 4835-2267-0361v1 LAC\04706083 ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT’S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT’S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of Consultant’s Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT’s business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY’ receipt of such notice of sale. If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT. B. Termination by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY’S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONSULTANT’S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONSULTANT’S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C” which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT’S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E -6- 4835-2267-0361v1 LAC\04706083 may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed-Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT’S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT’s duties by any new consultant hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 (“the Act”) in its current form and as it may be amended from time to time. CONSULTANT shall also requi re such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys’ fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E -7- 4835-2267-0361v1 LAC\04706083 C. Attorneys’ Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or perform ance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CIT Y prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E -8- 4835-2267-0361v1 LAC\04706083 H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit “A”, Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: CITY: Economic Consultants Oregon LTD dba ECONorthwest CITY OF GILROY By: By: Name: Tyler Bump Name: Jimmy Forbis Title: Partner Title: City Administrator Social Security or Taxpayer Identification Number 93-0639592 DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E -9- 4835-2267-0361v1 LAC\04706083 Approved as to Form ATTEST: City Attorney City Clerk DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “A” SPECIFIC PROVISIONS I. PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibit “B”, Scope of Services (“Services”). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONSULTANT agrees to assign Chris Blakney, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED/COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written “Notice to Proceed”, which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Sharon Goei shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.H. (“Notices”) of this Exhibit “A”. B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not completed all of such Services as required by this Agreement, CITY shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit “C”. IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E -2- 4835-2267-0361v1 LAC\04706083 Direct expenses are charges and fees not included in Exhibit “B”. CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT’S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well-organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY’S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT’S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, inv oices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY’s offices within five (5) business days after CITY’s request. DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E -3- 4835-2267-0361v1 LAC\04706083 D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT’S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY’S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY’S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V.D of this Exhibit “A”. CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E -4- 4835-2267-0361v1 LAC\04706083 H. NOTICES. Notices are to be sent as follows: CITY: Sharon Goei City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Tyler Bump ECONortwest 222 SW Columbia Street, Suite 1600 Portland, OR 97201 I. FEDERAL FUNDING REQUIREMENTS. If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 1. DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City-adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONSULTANT warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES Scope of Work for City of Gilroy Inclusionary Housing Framework/Affordable Housing Incentives Recommendations (RFP No. 23-RFP-CDD-488) Project Understanding The City of Gilroy aims to develop and implement a City-wide Inclusionary Housing Ordinance (IHO) to enhance affordable housing production in line with the RHNA for the 2023-2031 6th Cycle. The IHO would allow alternative compliance methods to not deter housing development while prioritizing affordable housing development in higher resource areas of the City. Moreover, it would be structured to include development incentives that exceed the state’s density bonus policy to increase housing choice and mobility for lower-income and special needs households. Also, because household incomes in Gilroy tend to be lower than the regional median, housing that would be considered affordable for a median household in the region would not necessarily be affordable in Gilroy. The Consultant believes that the success of this project requires an approach that considers a wide breadth of policy alternatives beyond those suggested in the RFP. To make meaningful progress toward the City’s goals for improving housing affordability, the Consultant intends to provide useful analyses and information for the City staff and the City Council to consider as they plan for housing and economic development strategies that can last beyond this Housing Element cycle. The City of Gilroy is facing primarily two housing affordability challenges. On one hand, the City needs to keep up with the demand for new units to house the growing population. Between 2010-2020, the City grew faster than the county and most of the nearby cities. Many of the new households are seeking a more affordable alternative while staying within the Bay Area. The new units are more likely to be for moderate-income to high-income households in lower-density zones on the west side of the city. On the other hand, the City needs to maintain affordability for long-term residents who are facing price pressures. Seniors and farmworkers are concerned about finding affordable rental housing, let alone obtaining homeownership. The site inventory in the draft Housing Element suggests new housing for lower-income residents are likely to be concentrated in and near the downtown area where higher-density development is allowed. Analytical Framework Because there already are many challenges for market-rate housing development—beyond those related to the current macroeconomic environment—affordable housing development will require additional incentives, both regulatory and financial. Like other investments, residential development (market rate) competes for capital in a marketplace that balances risk against rates of return. When rates of return in a particular area are low relative to alternative investments, capital flows elsewhere. This presents a challenge for inclusionary policies that require mixed- income development, which adversely impacts development feasibility (through lower net income per unit) unless there are mitigating factors. When designing inclusionary policies, DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E -2- 4835-2267-0361v1 LAC\04706083 jurisdictions must consider the tradeoffs associated with different policy levers that may include income limit, set-aside amount, eligibility and term, and alternatives such as fee-in-lieu. A well- crafted policy should also consider incentives and amendments to development standards for inclusionary housing and affordable housing developments. Designing an IHO with development incentives can be complex and controversial. Local jurisdictions must navigate affordable housing goals and other public benefits, while also understanding the tools’ effectiveness are shaped by the local market for housing. If affordability requirements are too stringent, local governments run the risk of a net loss of housing supply (both affordable and market-rate). This undersupply by extension perpetuates the problem the policy is intended to mitigate. And if the requirements are too loose, jurisdictions risk having a policy that is ineffective at meeting local housing objectives and the needs of its residents. Consequently, local jurisdictions must understand the conditions of their respective market to calibrate the policy, mitigate potential adverse impacts, and incent the production of affordable housing. The Consultant intends to work closely with the City to inform the development of an IHO, a menu of alternatives to on-site construction of inclusionary units, and recommendations for development standard modifications that are tailored to the local market context. The Consultant team understands policy changes can have no material impact on housing outcomes or lead to unintended consequences if they are not aligned with the economic feasibility of market-rate housing production. Because the policy changes will influence the decision-making process of housing developers who act with private capital, the Consultant intends to produce an analysis that explains in plain language to the City staff and the City Council various considerations related to IHO. The Consultant also recognizes that a successful approach will require a thorough analysis, stakeholder engagement, and alignment with State requirements and policies. Project Approach Task 1: Project Management The kickoff meeting will provide an opportunity to ensure that the Consultant team is in alignment with City staff on the work plan, the proposed schedule, and our role. We will introduce the whole team, establish communication protocols, and set up regular (biweekly) progress meetings. The progress meetings will focus on either presentation of new deliverables or a status update on the work to date. The Consultant can refine the work plan and schedule based on discussions with the City staff. The Consultant anticipates the kickoff meeting and the ongoing project team meetings to be held virtually. If desired by the City, the Consultant team would like to schedule a virtual workshop with the City staff and/or City Council members to present an overview of key elements of an inclusionary housing policy. The Consultant plans to review key concepts, how they relate to each other, and what levers are typically available to local governments. The goal of the workshop is to build a common understanding between the City and the Consultant team on how inclusionary housing ordinances work and identify the best means of communicating the information to community members. DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E -3- 4835-2267-0361v1 LAC\04706083 Deliverables: Project Kickoff Meeting IHO Workshop Task 2: Policy Review The Consultant team will review the City’s draft Housing Element, Downtown Specific Plan, Neighborhood District Policy, and former Residential Development Ordinance Exemption Policy. In addition to reviewing City documents, the Consultant team would like to meet with City staff to gain a greater understanding of the project’s context. The Consultant would like to learn how the City envisions the role of IHO in the context of other policies that are supportive of affordable housing development and housing production in general. The Consultant would also like to learn about the site inventory in the draft Housing Element, potentially developable sites not listed in the site inventory, and any ongoing rezoning efforts. As a component of the policy review, if appropriate, the Consultant will engage with the Consultant's partner firm, Meridian Consultants, or the City’s preferred CEQA advisory partner to determine an appropriate level of CEQA review. Through this engagement, the Consultant will review the City’s planning documents and coordinate with the Consultant on the range of policy options considered for this project. The Consultant does not believe an inclusionary housing requirement or in-lieu options alone would qualify as a project under the CEQA. However, the possibility that additional density bonus or land use changes not covered under the City’s General Plan EIR could qualify as a project. In consultation with the Consultant's partners, the Consultant has reserved an appropriate budget allocation for this high-level review in the budget estimate if required. Task 3: Housing Market Study Task 3.1: Existing Conditions Analysis In this task, the Consultant will conduct a comprehensive assessment of the current housing market conditions in the City of Gilroy, including an evaluation of housing supply and demand, housing affordability, development costs for both market-rate and affordable housing, and the demographic and economic factors influencing the local market. This analysis will provide a baseline understanding of the housing landscape and enable us to identify key challenges and opportunities for the development of an IHO. Task 3.2: Comparative Analysis of Inclusionary Housing Programs The Consultant will analyze best practices and lessons learned from other jurisdictions that have implemented inclusionary housing policies. By examining the successes and challenges of these programs, the Consultant will gather valuable insights for developing effective strategies and policy options that can be tailored to the unique context of the City of Gilroy. Key program components are the percentage of inclusionary units required (also called a “set-aside”), income limits, minimum units for the IHO to be applicable, and fee-in-lieu as an alternative form of compliance with the IHO. Other key policies to understand are additional allowances or DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E -4- 4835-2267-0361v1 LAC\04706083 exemptions in development standards that are implemented in coordination with the IHO. These development incentives are critical for offsetting the negative impacts of an IHO on development feasibility. This policy review will rely on the Consultant's previous work as well as works by other policy-oriented organizations such as think tanks. It will prioritize jurisdictions that are comparable to the City of Gilroy. Task 3.3: Prototypes Development The Consultant's analytical approach relies on using real estate economics to understand the impacts of policy changes. Real estate actors regularly use pro forma analysis to model the revenues and costs of potential developments and evaluate their returns. The Consultant proposes to employ a common financial pro forma method called a residual land value (RLV) analysis to analyze the impact of regulatory and incentive changes on development feasibility. Implementing this approach requires an assumption about the physical scale of potential developments. So, the Consultant will develop hypothetical development concepts called prototypes based on the City’s development standards and specific plans. The Consultant will also consider prototypes with building envelopes that exceed currently allowed limits to demonstrate policy alternatives. The prototypes will be largely based on recent developments in similar housing markets. Prototypes will include at least three ownership types and three residential rental types. At the end of Task 3, the Consultant will submit for the City’s review a Housing Market Study that includes a summary of existing conditions, inclusionary housing best practices, and proposed prototypes. Deliverables: • Housing Market Study Task 4: Feasibility Analysis Task 4.1: Market-Rate Developments Before the Consultant can assess the economic reality of various options for an inclusionary housing policy and incentives, the Consultant needs to first understand the forces that influence market-rate development. Upon the City staff’s approval of the prototypes, the Consultant will use the most recently available housing market data to prepare an economic feasibility study of various market-rate developments under current market conditions. This analysis will incorporate information generated from Tasks 2 and 3 as well as information gained from conversations with City staff about developable sites and existing conditions. The Consultant plans to ground-truth the findings in this analysis with recent or proposed developments in and near Gilroy. Task 4.2: Inclusionary Housing and Development Incentives In consultation with City staff, the Consultant will develop different policy alternatives and evaluate their impacts on the economic feasibility of residential development. The Consultant DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E -5- 4835-2267-0361v1 LAC\04706083 will also explore a range of potential structures and incentives for developers, such as density bonuses and heights, relaxed setback and lot coverage requirements, expedited permitting, and reduced parking requirements, to encourage the creation of affordable housing units. The Consultant will analyze the development incentives in the context of recent statewide legislation that impacts multifamily developments (e.g., AB 2097 which reduces parking requirements, AB 2011 and SB 6 which allow multifamily uses on commercial land). The pro forma analysis will estimate residual land value under each policy alternative for each analyzed prototype (though not all prototypes may be applicable to each policy alternative). The Consultant can also conduct a sensitivity analysis to show how the findings change with different revenue assumptions (e.g., market rent), cost assumptions (e.g., construction costs, and land costs), and development standards (e.g., density limits). The Consultant's goal will be to help the City of Gilroy understand the potential impacts and tradeoffs of inclusionary housing policy options and fee modifications so that the City can determine an appropriate policy. The Consultant plans to communicate in terms of trade-offs between the number of affordable units and the level of affordability. Upon completion of the Consultant's feasibility analysis and sensitivity tests, the Consultant will produce a technical report that summarizes the key assumptions and findings. Deliverables: • Technical Report on Feasibility Analysis Task 5: Developer Focus Groups and Community Workshop Engaging with key stakeholders, such as developers, community organizations, and housing advocates, is crucial to the success of any inclusionary housing policy. The Consultant recognizes the importance of engaging a diverse array of community interests in the development of effective housing policies. To ensure that the Consultant's findings and recommendations consider the perspectives of all relevant stakeholders, the Consultant proposes to work with the City staff to identify key stakeholder groups and community representatives who would provide valuable information in focus groups. The City’s existing networks with community organizations, housing advocates, and local business owners can be valuable to the engagement process. The Consultant will organize and facilitate two (2) focus group meetings with key stakeholders, one with market-rate developers and another with affordable housing developers. The development community may have very specific inputs on how an IHO would influence rental developments compared to ownership developments, for example. The Consultant can leverage their existing relationships in the development community to organize these focus group meetings. The Consultant will work with the City staff to include the City’s existing relationships in the development community. These meetings will be held virtually and hosted by the Consultant. The Consultant will organize and facilitate one (1) public workshop with community members. This open house event will provide an opportunity for community members to share their insights, concerns, and suggestions regarding the analyzed housing policies and development DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E -6- 4835-2267-0361v1 LAC\04706083 incentives. The Consultant will use their valuable input to develop the Consultant's recommendations and ensure that they address the diverse needs and priorities of the community. This meeting will be held in person at the City Hall. The Consultant will work with City staff to arrange the logistics of the meeting. Deliverables: • Developer Focus Groups (2) • Community Workshop (1) Task 6: Recommendations Report Task 6.1: Draft Recommendations Report Upon completion of the Consultant's research and stakeholder engagement activities, the Consultant will produce for the City staff a report that consolidates the Consultant's findings and recommendations. The Consultant will develop a comprehensive set of recommendations for an inclusionary housing program tailored to the specific context of the City of Gilroy. The report will include the following components: A summary of IHO in comparable jurisdictions A brief overview of feasibility study methodology Key aspects of the recommended inclusionary housing program, such as appropriate income brackets, optimal set-asides, other affordability requirements, and alternative compliance options. The Consultant's recommendations may vary for rental and ownership units. Recommended range of fee-in-lieu amounts that are based on potential development outcomes possible with the recommended inclusionary housing requirements. A menu of development incentives designed to offset negative impacts of the recommended inclusionary housing requirements on development feasibility. An appropriate level of CEQA review for the adoption of an IHO or related development incentives. The Consultant will determine with the City staff an appropriate time to review the draft report before meeting with the Consultant team to provide feedback and discuss any desired revisions. The Consultant is committed to working closely with City staff to ensure that the work products effectively address any concerns and provide actionable recommendations for inclusive and effective housing policies in the City of Gilroy. Task 6.2: Public Review Draft The Consultant will use the Draft Recommendations Report and feedback from the City staff to prepare a Public Review Draft of the recommended inclusionary housing policy. The Consultant DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E -7- 4835-2267-0361v1 LAC\04706083 will determine with the City staff the appropriate level of detail and visual quality of the Public Review Draft. On the one hand, the Consultant can keep most of the content from the Draft Recommendations Report. This would produce a lengthy document that makes technical information available to the public. On the other hand, the Consultant has in-house designers who can prepare a brief summary of the report with more graphical features. This would summarize in four (4) to ten (10) pages key information from the report without most of the technical detail. The Consultant will coordinate with the City on any required public comment period. Task 6.3: Final Recommendations Report The Consultant will produce a Final Recommendations Report that the City staff can submit to the City Council along with staff recommendations for an IHO. This task will focus on the refinement of the Draft Recommendations Report or the Public Review Draft and not include any new analysis. If desired, the Consultant can allocate our time to also assist the City staff with the preparation of presentation materials. Deliverables: Draft Recommendations Report Public Review Draft Final Recommendations Report DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE Task 1: Project Management: June 2023 to February 2024 Task 2: Policy Review: July 2023 Task 3: Housing Market Study: July to August 2023 Task 4: Feasibility Analysis: September to October 2023 Task 5: Developer Focus Groups and Community Workshop: October 2023 Task 6: Recommendations Report: October 2023 to February 2024 DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE The consultant will submit invoices, not more often than once a month during the term of the Contract, based on the cost for services performed prior to the invoice date. Invoices shall contain the following information: the beginning and ending dates of the billing period; Budget Summary including budget spent to date and budget remaining; and a summary of each work task including a brief description of the work, and the name and hours spent by each person doing the work. The total budget including a 10% contingency allowance is $77,133. See attached budget summary breakdown for additional details. The budget for each task below includes a 10% contingency allowance. Task 1: Project Management: $7,978 Task 2: Policy Review: $7,822 Task 3: Housing Market Study: $14,000 Task 4: Feasibility Analysis: $11,911 Task 5: Developer Focus Groups and Community Workshop: $10,767 Task 6: Recommendations Report: $24,656 DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E Task 1: Project Management Task 2: Policy Review Task 3: Housing Market Study Task 4: Feasibility Analysis Task 5: Developer Focus Groups and Community Workshop Task 6: Recommendations Report ECONorthwest Chris Blakney 280 10 2 4 4 16 20 56 $15,680 20% Ian Carlton 320 2 2 2 - - 8 14 $4,480 6% James Kim 170 22 8 20 20 20 26 116 $19,720 26% Emmanuel Lopez 155 - 8 16 - - 20 44 $6,820 9% Other Associates 155 - 8 32 40 2 42 124 $19,220 25% Hours 34 28 74 64 38 116 354 65,920 85% Non-Labor Expenses Task 1: Project Management Task 2: Policy Review Task 3: Housing Market Study Task 4: Feasibility Analysis Task 5: Developer Focus Groups and Community Workshop Task 6: Recommendations Report Expense Totals % of Budget Travel $0 $0 $0 $0 $1,400 $0 $1,400 2% Reproduction/Printing $0 $0 $0 $0 $100 $0 $100 0% CEQA Revew $0 $2,000 $0 $0 $0 $0 $2,000 3% Total $0 $2,000 $0 $0 $1,500 $0 $3,500 5% Totals by Task Task 1: Project Management Task 2: Policy Review Task 3: Housing Market Study Task 4: Feasibility Analysis Task 5: Developer Focus Groups and Community Workshop Task 6: Recommendations Report Totals Summary of Expenses $$7,180 $5,040 $12,600 $10,720 $8,190 $22,190 Labor $65,920 85% Direct Expense $0 $2,000 $0 $0 $1,500 $0 Non-Labor $3,500 5% Contingency $798 $782 $1,400 $1,191 $1,077 $2,466 Contingency $7,713 10% Total by Task $7,978 $7,822 $14,000 $11,911 $10,767 $24,656 % of Total Budget 9%7%16%14%11%29%Total Budget $77,133 HOURS BY TASK TOTALS DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E Policy_OLCA_CertificateOfInsurance www.saif.com 400 High Street SE Salem, OR 97312 P: 800.285.8525 F: 503.584.9812 Certificate holder: CITY OF GILROY 7351 ROSANNA STREET GILROY, CA 95020 The policy of insurance listed below has been issued to the insured named below for the policy period indicated. The insurance afforded by this policy is subject to all the terms, exclusions and conditions of such policy; this policy is subject to change or cancellation at any time. Insured Economic Consultants Oregon LTD Eco Northwest 222 SW Columbia St Ste 1600 Portland, Or 97201-6616 Producer/contact Hub International Northwest LLC-Eugene Mike Godfrey 541.650.6772 mike.godfrey@hubinternational.com Issued Policy Period 05/23/2023 356035 04/01/2023 to 04/01/2024 Limits of liability Bodily Injury by Accident Bodily Injury by Disease Body Injury by Disease $1,000,000 each accident $1,000,000 each employee $1,000,000 policy limit Description of operations/locations/special items Gilroy IH Framework and AH Incentives / ECO #25689 Important This certificate is issued as a matter of information only and confers no rights to the certificate holder. This certificate does not amend, extend or alter the coverage afforded by the policies above. This certificate does not constitute a contract between the issuing insurer, authorized representative or producer and the certificate holder. CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED TO THE POLICYHOLDER AND CERTIFICATE HOLDER IN ACCORDANCE WITH THE POLICY PROVISIONS AND OREGON LAW. SAIF WILL ENDEAVOR TO PROVIDE WRITTEN NOTICE WITHIN 30 DAYS WHENEVER POSSIBLE. Authorized representative Chip Terhune President and CEO Oregon Workers’ Compensation Certificate of Insurance DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E 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 5/23/2023 HUB International Northwest,LLC PO Box 10167 Eugene OR 97440 541-687-1117 541-342-8280 emma.powell@hubinternational.com Multiple Insurers -See Remarks ECONCON-01 Economic Consultants Oregon Ltd. ECONorthwest 222 SW Columbia,Suite 1600 Portland OR 97201 1169294607 A X Y 52WECGB3870 10/23/2022 10/23/2023 1,000,000 1,000,000 1,000,000 Gilroy IH Framework and AH Incentives /ECO #25689 City of Gilroy 7351 Rosanna Street Gilroy CA 95020 DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E 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 5/23/2023 HUB International Northwest,LLC PO Box 10167 Eugene OR 97440 Angela Sangl 541-687-1117 541-342-8280 angela.sangl@hubinternational.com Cincinnati Insurance Company 10677 9069 Scottsdale Indemnity Company 15580EconomicConsultantsOregonLtd. ECONorthwest 222 SW Columbia,Suite 1600 Portland OR 97201 1222698102 A X 1,000,000 X 1,000,000 10,000 1,000,000 2,000,000 X Y Y ECP 0315866 4/1/2023 4/1/2024 2,000,000 WA Stop Gap 1,000,000 A 1,000,000 X X Y Y EBA 0315866 4/1/2023 4/1/2024 Hired &Non-Owned 1,000,000 A X X 3,000,000ECP03158664/1/2023 4/1/2024 3,000,000 B Professional Liability 11386980-A 4/1/2023 4/1/2024 $3,000,000 Per Claim 3,000,000 Aggregate $15,000 Ded. Per Claim Certificate holder and all entities required by written contract are included as additional insureds on a primary and non-contributory basis with waiver of subrogation as respects to the general liability including completed operations and as additional insureds on a primary and non-contributory basis with waiver of subrogation as respects to the auto liability as required by written contract per attached endorsements.Umbrella is excess over General Liability,Auto Liability and Employers Liability.Subject to policy limits,terms,conditions and exclusions. Re:Gilroy IH Framework and AH Incentives /ECO #25689 City of Gilroy 7351 Rosanna Street Gilroy CA 95020 DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E CG 20 01 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1)The additional insured is a Named Insured under such other insurance; and (2)You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. Insured: Economic Consultants Oregon Ltd. dba: ECONorthwest Policy: ECP0315866 DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E AA 4171 06 20 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM This endorsement changes the policy effective on the inception date of the policy unless another date is indi- cated below. Endorsement Effective:Policy Number: Named Insured: Countersigned by: (Authorized Representative) With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SECTION II - LIABILITY COVERAGE, A. Coverage, I. Who is an Insured is amended to include as an in- sured any person or organization for whom you have agreed in a valid written contract to provide insurance as afforded by this policy. This provision is limited to the scope of the valid written contract. This provision does not apply unless the valid written contract has been executed prior to the "bodily injury" or "property damage". 04-01-2022 EBA 031 58 66 ECONOMIC CONSULTANTS OREGON LTD DBA: ECONORTHWEST DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E AA 4172 09 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION -AUTO This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement changes the policy effective on the inception date of the policy unless another date is indi- cated below. Endorsement Effective:Policy Number: Named Insured: Countersigned by: (Authorized Representative) With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. 1. Blanket Waiver of Subrogation SECTION IV - BUSINESS AUTO CONDI- TIONS, A. Loss Conditions, 5. Transfer of Rights of Recovery Against Others to Us is amended by the addition of the following: We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury" or "prop- erty damage" arising out of the operation of a covered "auto" when you have assumed liabil- ity for such "bodily injury" or "property damage" under an "insured contract", provided the "bod- ily injury" or "property damage" occurs subse- quent to the execution of the "insured con- tract". 04-01-2022 EBA 031 58 66 ECONOMIC CONSULTANTS OREGON LTD DBA: ECONORTHWEST DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E AA 4174 11 05 THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY PRIMARY AND NONCONTRIBUTORY INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement changes the policy effective on the inception date of the policy unless another date is indi cated below Endorsement Effective:Policy Number: Named Insured: Countersigned by: (Authorized Representative) With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement 1 Noncontributory Insurance SECTION IV BUSINESS AUTO CONDI TIONS, B General Conditions, 5 Other In surance is replaced by the following: c Regardless of the provisions of Para graph a above, this Coverage Form’s Li ability Coverage is primary and we will not seek contribution from any other in surance for any liability assumed under an "insured contract" that requires liability to be assumed on a primary noncon tributory basis 04-01-2022 EBA 031 58 66 ECONOMIC CONSULTANTS OREGON LTD DBA: ECONORTHWEST DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E Includes copyrighted material of InsuranceGCP 203 09 17Services Office, Inc., with its permission.Page 1 of 13THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.CinciPakTMCOMMERCIAL GENERAL LIABILITYBROADENEDENDORSEMENTThis endorsement modifies insurance provided under the following:COMMERCIAL GENERAL LIABILITY COVERAGE PARTA. Endorsement - Table of Contents:Coverage:Begins on Page:1. Employee Benefit Liability Coverage.......................................................................................22. Unintentional Failure To Disclose Hazards.............................................................................83. Supplementary Payments.........................................................................................................84. Medical Payments......................................................................................................................85. 180 Day Coverage For Newly Formed Or Acquired Organizations......................................86. Waiver Of Subrogation..............................................................................................................87. Automatic Additional Insured - Specified Relationships:.....................................................8• Managers Or Lessors Of Premises;• Lessor Of Leased Equipment;• Vendors;• State Or Governmental Agency Or Subdivision Or Political Subdivision - PermitsOr Authorizations Relating To Premises; and• Mortgagee, Assignee Or Receiver8. Property Damage To Borrowed Equipment.........................................................................119. Employees As Insureds - Specified Health Care Services And Good Samaritan Services...................................................................................................................................1210. Broadened Notice Of Occurrence.........................................................................................1211. Nonowned Aircraft..................................................................................................................1212. Bodily Injury Redefined..........................................................................................................1313. Expected Or Intended Injury Redefined...............................................................................1314. Former Employees As Insureds............................................................................................13B. Limits Of Insurance:The Commercial General Liability LimitsofInsuranceapply to the insurance provided by thisendorse-ment, except as provided below:1. Employee Benefit Liability CoverageEach Employee Limit:$1,000,000Aggregate Limit:$3,000,000DeductibleAmount:$1,0003. Supplementary PaymentsBail Bonds:$2,5004. Medical PaymentsMedical Expense Limit:$10,0008. Property Damage To Borrowed EquipmentEach Occurrence Limit:$10,000DeductibleAmount:$250Includes copyrighted material of InsuranceGCP 203 09 17Services Office, Inc., with its permission.Page 2 of 13C. Coverages1. Employee Benefit Liability Coveragea.The followingisaddedtoSection I -Coverages:Employee Benefit Liability Cover-age(1) Insuring Agreement(a)We will paythose sumsthat theinsured becomes legally obligated topay asdamag-escaused by any act, erroror omission oftheinsured,or ofany other personforwhoseactstheinsuredislegally liable, towhich thisinsurance applies. We will havethe right and duty to defend the insuredagainstany "suit"seeking thosedamages. However, wewill haveno duty to defendagainst any "suit"seekingdamagesto which this in-surance doesnotapply. We may,atour discretion, in-vestigate any reportof an act, error oromission and settleany claimor "suit" thatmay result. But:1)The amount we will pay for damages islimited asdescribed inSectionIII - Limits Of Insur-ance; and2)Our right and duty to defend ends whenwe haveused upthe appli-cablelimit of insurancein the payment ofjudg-ments or settlements. No other obligation or liabil-ity topay sums orperform actsor servicesiscoveredunlessexplicitly provided forunder SupplementaryPayments.(b)Thisinsurance appliestodamagesonly iftheact, er-ror or omission, isnegligent-ly committedin the "admin-istration" ofyour "employee benefit program"; and1)Occurs during the policy period; or2)Occurredprior to the "firsteffective date" ofthisendorsement pro-vided:a)You did not have knowledgeof a claim or"suit"on orbefore the "firstef-fectivedate" ofthisendorsement.You will bedeemed to haveknowledgeofaclaimor "suit"whenany "author-ized representa-tive";i)Reportsall, or any part,oftheact, error oromission tousor any other insurer;ii)Receives awritten or ver-baldemand or claimfor dam-agesbecauseofthe act, er-ror or omis-sion; andb)Thereisno other applicable insur-ance.(2) ExclusionsThis insurancedoes not apply to:(a) Bodily Injury, Property Damage Or Personal AndAdvertising Injury"Bodily injury", "property damage"or "personaland advertising injury".(b) Dishonest, Fraudulent,Criminal Or Malicious ActDamages arising out ofanyintentional, dishonest,fraudulent, criminal or mali-ciousact, error oromission,committed by any insured, includingthewillful or reck-less violation of any statute.(c) Failure To Perform A Con-tractDamages arising out offail-ureof performance ofcon-tract by any insurer.Insured: Economic Consultants Oregon Ltd. DBA: ECONorthwest Policy: ECP0315866DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E Includes copyrighted material of InsuranceGCP 203 09 17Services Office, Inc., with its permission.Page 3 of 13(d) Insufficiency Of FundsDamages arisingout ofaninsufficiency offundsto meet any obligations underany plan includedinthe"employee benefit program".(e) Inadequacy Of Perfor-mance Of Invest-ment/Advice Given With Respect To ParticipationAny claim based upon:1)Failure ofany invest-ment to perform;2)Errors in providingin-formation onpast per-formanceof investment vehicles; or3)Advice giventoany person withrespect to that person's decision to participate or not to par-ticipatein any planin-cludedin the "employeebenefit program".(f) Workers' CompensationAnd Similar LawsAny claimarising out ofyourfailure to comply withthemandatory provisionsofanyworkers'compensation,un-employment compensationinsurance, social security ordisability benefitslaw oranysimilar law.(g) ERISADamages forwhich any in-suredisliablebecauseof li-ability imposed onafiduci-ary by the EmployeeRe-tirement IncomeSecurity Actof1974, as now orhereafter amended,orbyany similar federal, state orlocal laws.(h) Available BenefitsAny claim for benefitsto theextent that such benefits are available, with reasonableeffort andcooperation of theinsured,from theapplicablefundsaccrued or other col-lectible insurance.(i) Taxes, Fines Or PenaltiesTaxes, finesor penalties, in-cludingthose imposedun-dertheInternal RevenueCode or any similar state or local law.(j) Employment-Related Prac-ticesAny liability arisingout ofany:(1)Refusal to employ;(2)Termination ofemploy-ment;(3)Coercion, demotion, evaluation, reassign-ment, discipline,defa-mation, harassment, humiliation,discrimina-tionorother employ-ment -relatedpractices,acts or omissions; or(4)Consequential liability asaresultof (1), (2) or(3)above.Thisexclusion applieswhether the insuredmaybeheld liable asan employer or inany other capacity and to any obligation toshare damageswith or repaysomeone elsewhomust paydamagesbecause of the in-jury.(3) Supplementary PaymentsSection I - Coverages, Sup-plementary Payments - Cover-ages AandB alsoapply to this Coverage.b. Who Is An InsuredAs respectsEmployee Benefit Lia-bility Coverage, Section II - Who Is An Insuredisreplaced by the follow-ing:(1)If youare designated in the Dec-larationsas:(a)An individual, you andyourspouseare insureds, but on-ly withrespectto thecon-duct ofabusinessof whichyou are the sole owner.(b)A partnership or joint ven-ture, you arean insured. Yourmembers, your part-Includes copyrighted material of InsuranceGCP 203 09 17Services Office, Inc., with its permission.Page 4 of 13ners,andtheir spousesarealso insureds but only with respect totheconductof your business.(c)A limitedliability company,youarean insured. Your membersarealso insureds,butonly with respect to the conduct of your business. Yourmanagersarein-sureds, but only with respectto theirduties asyourman-agers.(d)Anorganization other than apartnership, joint ventureorlimitedliability company, youarean insured. Your "execu-tive officers"anddirectorsareinsureds,but only withrespect to theirdutiesasyour officersor directors. Yourstockholdersare also insureds, butonly withre-spect to their liability asstockholders.(e)A trust, youarean insured. Yourtrusteesarealsoin-sureds, but only with respectto their duties as trustees.(2)Each of thefollowing isalso aninsured:(a)Each ofyour "employees"who is orwas authorizedtoadminister your"employeebenefit program";(b)Any persons,organizations or "employees"having prop-er temporary authorizationto administer your "employ-ee benefit program"if you die, but only until your legalrepresentative isappointed; or(c)Yourlegal representativeifyoudie, butonly withre-spect to dutiesas such. That representative willhaveallyour rightsand dutiesunderthis Coverage Part.(3)Any organizationyou newly ac-quire or form, other thana part-nership,joint venture or limitedliability company, andover whichyou maintain ownership or major-ity interest, willqualify asaNamed Insuredif no other similar insurance applies to thatorgani-zation. However,coverage underthis provision:(a)Isafforded only untilthe180thday after you acquire or form the organization or theendof the policy period, whichever is earlier; and(b)Doesnot apply toany act,error oromissionthat wascommitted beforeyou ac-quired or formedthe organi-zation.c. Limits Of InsuranceAs respectsEmployee Benefit Lia-bility Coverage, Section III - LimitsOf Insuranceisreplaced by the fol-lowing:(1)The Limitsof Insurance shown inSection B. Limits Of Insurance,1. Employee Benefit Liability Coverage and the rules below fixthe mostwewill pay regardlessof the number of:(a)Insureds;(b)Claimsmadeor "suits"brought;(c)Personsor organizationsmaking claimsor bringing"suits";(d)Acts, errors or omissions; or(e)Benefitsincluded in your"employee benefit program".(2)The AggregateLimit shown inSection B. Limits Of Insurance, 1. Employee Benefit Liability Coverage ofthisendorsement is themost we will pay foralldam-agesbecauseofacts, errors or omissionsnegligently committed in the"administration" ofyour"employee benefit program". (3)Subject to thelimit describedin(2)above, the Each EmployeeLimit shownin SectionB. LimitsOf Insurance, 1. EmployeeBenefit Liability Coverage ofthisendorsement isthe most wewillpay forall damagessus-tained by any one"employee", includingdamages sustained by such "employee's"dependentsandbeneficiaries, as a result of:(a)An act, error or omission; orDocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E Includes copyrighted material of InsuranceGCP 203 09 17Services Office, Inc., with its permission.Page 5 of 13(b)A seriesofrelated acts, er-rorsoromissions,regard-lessoftheamount of timethat lapsesbetweensuchacts, errors or omissions;negligently committed in the"administration" ofyour "employ-ee benefit program".However, the amount paidunderthisendorsementshall not ex-ceed, and willbe subjecttothelimitsand restrictionsthat apply to the paymentofbenefits inanyplan includedin the"employeebenefit program."(4) Deductible Amount(a)Our obligation to pay dam-ageson behalfof the in-suredappliesonly to theamount ofdamagesin ex-cess of the DeductibleAmount stated inthe Decla-rationsas applicable toEach Employee. The limitsofinsuranceshallnot be re-duced by theamount of thisdeductible. (b)The DeductibleAmount stated in the Declarationsappliestoalldamagessus-tained by any one"employ-ee", including such"employ-ee's"dependentsand bene-ficiaries, becauseof all acts, errorsor omissions to whichthis insurance applies.(c)The termsof thisinsurance, includingthose with respectto:1)Our right and duty to defend the insured against any "suits"seeking those damag-es; and2)Yourduties, andthe du-tiesof any other in-volvedinsured, in the event ofan act,error oromission, or claim;apply irrespective of theap-plicationoftheDeductible Amount.(d)We maypay any part orallofthe DeductibleAmount to effectsettlement of any claimor "suit"and, upon no-tificationoftheaction taken,youshall promptly reim-burse us for such part oftheDeductible Amount aswehave paid.d. Additional ConditionsAs respectsEmployee Benefit Lia-bility Coverage, Section IV - Com-mercial General Liability Condi-tionsis amended as follows:(1)Item2. Duties In The Event Of Occurrence, Offense, Claim Or Suitis replaced by the following:2. Duties In The Event Of AnAct, Error Or Omission, Or Claim Or Suita.You must see toit that we are notified assoon aspracticableof an act, error oromission whichmay result ina claim.Tothe extent possible,notice should include:(1)Whatthe act, error or omission wasandwhen it oc-curred; and(2)The names and addressesofany-onewho may suf-fer damages asa result oftheact, error or omission. b.If a claimismadeor "suit"isbrought against any insured, you must:(1)Immediately recordthespecifics of the claimor "suit"andthedatereceived; and(2)Notify usas soon as practicable.You must see toit that we receive written no-tice of the claimor "suit"as soon as practicable.c.Youandany other in-volved insured must:(1)Immediately send uscopiesofany demands, notices, summonsesor le-galpapersre-Includes copyrighted material of InsuranceGCP 203 09 17Services Office, Inc., with its permission.Page 6 of 13ceivedinconnec-tionwiththeclaim or "suit";(2)Authorize usto ob-tainrecordsand other information;(3)Cooperatewith usin theinvestigationor settlement of theclaimordefense against the "suit"; and(4)Assist us, uponour request,intheen-forcement of any right against any person or organi-zationwhichmay be liable to the in-suredbecause of an act, error or omission to whichthisinsurancemay also apply.d.No insuredwill, exceptat that insured's owncost, voluntarily makea payment,assumeanyobligation, or incur anyexpense without our consent.(2)Item5. Other Insuranceisre-placed by the following:5. Other InsuranceIf other validandcollectible insuranceisavailable to theinsured for a losswe coverunder thisCoverage Part, our obligationsare limited asfollows:a. Primary InsuranceThisinsuranceisprima-ry except when c.below applies. If this insuranceis primary, our obliga-tionsarenot affected unlessany oftheother insuranceisalso prima-ry. Then, wewill sharewith all that other insur-ance by the methodde-scribed in b.below.b. Method Of SharingIf all oftheother insur-ancepermitscontribu-tionbyequal shares, we will follow thismeth-od also. Under thisap-proach eachinsurer contributesequalamountsuntil it haspaid itsapplicable limit ofinsurance ornone of thelossremains, whichever comes first.If anyof the other in-surance doesnotpermitcontributionby equal shares, wewill contrib-uteby limits. Under thismethod, eachinsurer's shareisbased on the ratio ofits applicable limit ofinsuranceto the total applicablelimitsof insurance of allinsur-ers.c. No CoverageThisinsuranceshallnotcover any lossfor which theinsured isentitledto recovery under any other insurance inforce previousto the effective date ofthis Coverage Part.e. Additional DefinitionsAs respectsEmployee Benefit Lia-bility Coverage, Section V - Defini-tionsisamended as follows:(1)The following definitionsareadded:1."Administration"means:a.Providing informationto "employees", includingtheir dependents and beneficiaries, withre-spect to eligibilityfor or scope of "employee benefit programs";b.Interpretingthe "em-ployee benefit pro-grams";c.Handlingrecordsin connection withthe "employee benefitpro-grams"; ord.Effecting, continuing or terminating any "em-ployee's"participation inDocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E Includes copyrighted material of InsuranceGCP 203 09 17Services Office, Inc., with its permission.Page 7 of 13any benefitincluded in the"employee benefitprogram".However, "administration"does not include:a.Handlingpayroll deduc-tions; orb.The failureto effect ormaintain any insuranceor adequatelimitsof coverage of insurance,including but not limited to unemployment insur-ance, social security benefits,workers'com-pensationanddisability benefits.2."Cafeteriaplans"meansplansauthorized by applica-blelaw toallow "employees"to elect to pay for certainbenefitswith pre-tax dollars.3."Employee benefit pro-grams"meansa program providing some ofallof thefollowingbenefitsto "em-ployees", whether provided through a"cafeteria plan"or otherwise:a.Group lifeinsurance; group accident or health insurance; dental, vision andhearing plans; and flexiblespending ac-counts; providedthat no oneother than an"em-ployee"may subscribeto such benefitsand such benefitsaremade generally available tothose"employees"whosatisfy the plan's eligibil-ity requirements;b.Profit sharingplans, employeesavingsplans, employeestock ownershipplans, pen-sion plans and stocksubscription plans, pro-videdthat no one other than an"employee"may subscribe to such benefitsand suchbene-fits are madegenerally availableto all"employ-ees" who are eligibleunder theplanfor such benefits;c.Unemploymentinsur-ance, social securitybenefits, workers'com-pensationanddisability benefits; andd.Vacationplans, includ-ingbuy andsell pro-grams; leaveof ab-sence programs, includ-ing military, maternity, family,and civil leave; tuition assistance plans; transportation and health club subsidies.4."First effectivedate"meansthedate upon whichcover-agewasfirst effectedin aseries of uninterrupted re-newalsof insurancecover-age.(2)The following definitions arede-letedin their entirety and re-placed by the following:8."Employee"meansapersonactively employed, formerlyemployed, on leaveofab-sence or disabled,orretired."Employee"includesa "leasedworker". "Employee"doesnot include a"tempo-rary worker".21."Suit"meansa civil proceed-ingin whichmoney damag-esbecause of an act, error or omission towhich thisin-surance applies arealleged. "Suit"includes:a.An arbitration proceed-ingin which such dam-agesareclaimedand to which the insuredmustsubmit ordoessubmit with our consent;b.Anyother alternative disputeresolution pro-ceeding in whichsuch damagesare claimed andto which the in-suredsubmitswith our consent; orc.An appealofacivilpro-ceeding.Includes copyrighted material of InsuranceGCP 203 09 17Services Office, Inc., with its permission.Page 8 of 132. Unintentional Failure To Disclose Haz-ardsSection IV - Commercial General Liabil-ity Conditions, 7. Representationsisamended by the addition of the following:Basedon our dependenceupon your rep-resentations astoexistinghazards,if un-intentionallyyoushouldfail to disclose all such hazardsat the inception date of your policy,we will not reject coverage under thisCoverage Partbasedsolely on suchfailure.3. Supplementary PaymentsUnder Section I - Supplementary Pay-ments - Coverages Aand B:Paragraph2.is replaced by the following:Up to thelimitshownin Section B. LimitsOf Insurance, 3.Bail Bondsofthisen-dorsement for cost ofbail bondsrequiredbecauseofaccidentsor traffic law viola-tionsarising out of the use of any vehicle to which theBodily InjuryLiability Cover-ageapplies. We donot have tofurnish these bonds.Thisamendment of the Supplementary Payments–Bail Bondslimit replaces, and isnotin additionto, the amendmentoftheSupplementaryPayments-Bail Bondslimit (II.A.2.) in the CinciPakTMCommer-cial General Liability Amendatory En-dorsement.4. Medical PaymentsThe MedicalExpenseLimit of Any OnePersonasstatedin theDeclarations isamended tothelimit shownin SectionB. Limits Of Insurance, 4. Medical Pay-mentsof this endorsement.5. 180 Day Coverage For Newly FormedOr Acquired OrganizationsSection II - Who Is An Insuredisamended as follows:Subparagraph a.ofParagraph3.isre-placed by the following:a.Insuranceunder thisprovision is af-forded only until the 180th day after youacquireor form the organizationor the endofthepolicy period,whichever is earlier;6. Waiver Of SubrogationSection IV - Commercial General Liabil-ity Conditions, 9. Transfer Of Rights OfRecovery Against Others To Usisamended by the addition of the following:We waiveany right ofrecovery we may haveagainst any personor organization against whomyou have agreed towaivesuch right ofrecovery in a written contract or agreement because of paymentswe make for injuryor damagearising out of your ongoing operations or "your work"done under awrittencontractor agree-mentwith that person ororganizationand included inthe "products-completed oper-ations hazard". However, our rightsmay only bewaived prior to the "occurrence"giving riseto the injury or damagefor which wemakepayment under thisCov-eragePart. The insured must do nothingafter a losstoimpair our rights. At our re-quest, the insured will bring"suit"or trans-fer those rightsto usand help usenforce those rights.7. Automatic Additional Insured - Speci-fied Relationshipsa.The followingisaddedto Section II -Who Is An Insured:(1)Any person(s)or organization(s)describedin Paragraph7.a.(2)of thisendorsement (hereinafterre-ferredto asadditional insured) whomyou are required to addasan additionalinsured under thisCoveragePartby reasonof a writtencontract,writtenagree-ment, written permit orwritten authorization.(2)Only the following persons or or-ganizationsare additional in-suredsunder thisendorsement, and insurance coverage providedto such additional insuredsis lim-ited as provided herein:(a) Managers Or Lessors OfPremisesThe manager or lessor ofapremisesleasedto youwithwhomyouhaveagreed perParagraph7.a.(1)of thisen-dorsement to provide insur-ance, but only with respectto liability arising out of the ownership, maintenance or use ofthatpart oftheprem-isesleasedto you,subjectto the following additionalexclusions:Thisinsurancedoesnot ap-ply to:(i)Any"occurrence"whichtakesplace after you DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E Includes copyrighted material of InsuranceGCP 203 09 17Services Office, Inc., with its permission.Page 9 of 13cease tobe a tenant in that premises;(ii)Structural alterations, newconstructionordemolition operationsperformedbyor onbe-half of such additionalinsured.(b) Lessor Of Leased Equip-mentAny person or organizationfromwhom you lease equipment whenyouandsuch person(s) ororganiza-tion(s) haveagreedper Par-agraph7.a.(1)of thisen-dorsementto provide insur-ance. Suchperson(s) or or-ganization(s) areinsuredsonly with respect toliability for "bodily injury", "property damage"or "personaland advertising injury"caused, inwhole or inpart,by yourmaintenance, operation or use ofequipment leasedtoyouby suchperson(s) oror-ganization(s).A person's or organization's statusasan additional insuredunder thisendorsement endswhentheir contract or agreementwith you for suchleasedequipment ends.However, thisinsurancedoesnotap-ply toany "occurrence"which takesplace after theequipment lease expires.(c) VendorsAny person or organization(referredto below asven-dor) withwhomyou haveagreed per Paragraph 7.a.(1)of thisendorsement to provideinsurance, but on-ly with respectto "bodilyin-jury"or "property damage"arising out of "your products"which aredistributedor sold in theregular course of the vendor's business, subjectto the following additionalexclusions:(i)The insurance afforded thevendor does notapply to:1)"Bodily injury"or"property damage"for whichthe ven-dorisobligatedtopay damagesby reason ofthe as-sumption of liability in a contract or agreement. Thisexclusion doesnot apply to liability for damagesthat thevendor wouldhave in theabsence ofthecontract or agreement;2)Anyexpresswar-ranty unauthorizedby you;3)Any physical or chemical change in theproductmade intentionally bythevendor;4)Repackaging, ex-cept when un-packed solely for thepurpose ofin-spection, demon-stration,testing, or thesubstitution of partsunder in-structionsfrom the manufacturer, and then repackaged intheoriginal con-tainer;5)Any failure to make such inspections,adjustments, testsor servicing asthe vendor hasagreed to make or normal-ly undertakesto makeintheusual courseofbusi-ness, inconnectionwith thedistribution or sale ofthe products;6)Demonstration,in-stallation, servicingor repair opera-tions, except such operations per-formedat theven-dor's premisesin connectionwith thesale of the product;7)Productswhich, af-ter distribution or Includes copyrighted material of InsuranceGCP 203 09 17Services Office, Inc., with its permission.Page 10 of 13sale by you, have been labeledor re-labeled or used asa container,part or ingredientof any other thing or sub-stance by or for the vendor; or8)"Bodily injury"or"property damage"arising out ofthesole negligenceofthevendor for itsown actsor omis-sionsor thoseof itsemployeesor anyone else actingon itsbehalf.How-ever,this exclusion does not apply to:a)The excep-tions containedin Paragraphs(c)(i)4) or6)of thisendorse-ment; orb)Such inspec-tions, adjust-ments, testsorservicing asthevendor hasagreed to makeor nor-mally under-takesto make in the usual course of business, in connection with thedistri-bution or sale of the prod-ucts. (ii)Thisinsurancedoesnot apply to any insured person or organization:1)Fromwhomyou have acquired such products,or any ingredient, part or container, enter-inginto, accompa-nyingorcontaining such products; or2)Whenliability in-cludedwithin the "products-completed opera-tionshazard"hasbeen excluded un-derthis CoveragePart with respect to such products.(d) State Or Governmental Agency Or Subdivision OrPolitical Subdivision -Permits Or Authorizations Relating To PremisesAny state or governmentalagency or subdivision or po-liticalsubdivision with whichyouhave agreed per Para-graph 7.a.(1)ofthis en-dorsement to provide insur-ance, subjectto the follow-ing additional provision:Thisinsurance appliesonlywith respect to the followinghazardsfor which thestateor governmentalagency orsubdivisionor political sub-division hasissued apermitor authorization inconnec-tionwithpremisesyou own,rent or control and to whichthis insurance applies:(i)The existence, mainte-nance, repair,construc-tion, erection or removal ofadvertising signs,awnings, canopies, cel-lar entrances, coalholes, driveways, man-holes, marquees, hoist away openings,side-walkvaults,street ban-ners or decorations and similar exposures; or(ii)The construction, erec-tionor removal ofeleva-tors; or(iii)The ownership, mainte-nance or use of any el-evatorscovered by thisinsurance.(e) Mortgagee, Assignee Or ReceiverAny person or organizationwith whom you haveagreedperParagraph 7.a.(1) of thisendorsement to providein-surance, but only with re-spect to their liability asmortgagee, assignee, or re-ceiver and arising out of the ownership, maintenance,or DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E Includes copyrighted material of InsuranceGCP 203 09 17Services Office, Inc., with its permission.Page 11 of 13use ofthepremisesby you.However, thisinsurance doesnotapply to structuralalterations, new constructionanddemolition operations performedbyorfor that per-son or organization.(3)The insuranceafforded toaddi-tional insureds described in Par-agraph7.a.(1)of thisendorse-ment:(a)Only appliestotheextentpermitted by law; and(b)Willnot be broaderthanthatwhich you are requiredbythewrittencontract, writtenagreement, written permit or written authorization topro-vide for suchadditional in-sured; and(c)Doesnotapply toany per-son, organization,vendor, state, governmental agencyor subdivision or politicalsubdivision,specifically namedasan additional in-suredunder any other provi-sion of, or endorsementadded to, thisCoveragePart, provided suchother provisionorendorsement coverstheinjury or damagefor whichthisinsuranceap-plies.b.With respectto the insuranceafford-ed to theadditionalinsuredsde-scribedinParagraph7.a.(1)ofthis endorsement, thefollowingisaddedto Section III - Limits Of Insurance:The most we will pay on behalfof the additional insuredistheamount of in-surance:(1)Requiredby the writtencontract,written agreement, written permit or written authorizationdescribed in Paragraph 7.a.(1)of thisen-dorsement; or(2)Availableunder theapplicable Limitsof Insurance shownintheDeclarations;whicheveris less.Thisendorsementshallnotincreasetheapplicable LimitsofInsuranceshown in the Declarations.c. Section IV - Commercial General Liability Conditionsisamended to add the following:Automatic Additional Insured Pro-visionThisinsurance appliesonlyif the "bodily injury"or "property damage"occurs,or the "personaland advertis-ing injury" offense is committed:(1)Duringthe policy period; and(2)Subsequentto your execution ofthewritten contractor writtenagreement, orthe issuance ofawritten permit or written authori-zation,describedinParagraph7.a.(1).d. Section IV - Commercial General Liability Conditionsisamended asfollows:Condition 5. Other Insuranceisamended to include:Primary And Noncontributory In-suranceThisinsuranceis primary to and willnotseekcontribution from any otherinsurance available toanadditionalinsured per Paragraph7.a.(1)of this endorsement provided that:(1)The additional insuredisaNamedInsured under such other insurance; and(2)You have agreedin writing inacontract,agreement, permit or authorizationdescribed in 7.a.(2)ofthisendorsement that thisin-surance would be primary andwould notseek contribution from any other insuranceavailable tothe additional insured.8. Property Damage To Borrowed Equip-menta.The followingisadded to Exclusion2.j. Damage To PropertyunderSec-tion I - Coverage A - Bodily Injury And Property Damage Liability:Paragraphs(3)and(4)ofthisexclu-sion do not apply to toolsor equip-ment loaned to you, provided they arenotbeingused to perform operationsat thetime of loss.b.With respect totheinsurance provid-ed by thissection of the endorse-Includes copyrighted material of InsuranceGCP 203 09 17Services Office, Inc., with its permission.Page 12 of 13ment, the following additionalprovi-sions apply:(1)The Limitsof InsuranceshownintheDeclarationsarereplaced bythelimitsdesignatedin SectionB. Limits Of Insurance, 8.Property Damage To Borrowed Equipmentof thisendorsement with respectto coverageprovid-ed bythisendorsement. These limitsare inclusiveofandnotinaddition tothelimitsbeingre-placed. The LimitsofInsuranceshownin SectionB. Limits OfInsurance, 8. Property DamageTo Borrowed Equipment ofthis endorsement fixthemost wewillpayinanyone "occurrence"re-gardless ofthe number of:(a)Insureds;(b)Claimsmadeor "suits"brought; or(c)Personsor organizationsmaking claimsor bringing"suits".(2) Deductible Clause(a)Our obligation to pay dam-ageson your behalfappliesonly to theamount of dam-agesfor each"occurrence"whichareinexcess of the Deductible Amount stated in Section B. Limits Of Insur-ance, 8. Property Damage To Borrowed Equipment of thisendorsement. The limitsofinsurance will not be re-duced by the applicationofsuch deductible amount.(b) Section IV - CommercialGeneral Liability Condi-tions, 2. Duties In The Event Of Occurrence, Of-fense, Claim Or Suit,ap-pliestoeachclaimor "suit"irrespective of the amount.(c)We maypay any part orallofthedeductibleamount toeffectsettlement of any claimor "suit"and, upon no-tificationoftheaction taken,youshall promptly reim-burse usforsuch partof thedeductible amount ashas been paid by us.9. Employees As Insureds - SpecifiedHealth Care Services And Good Samar-itan ServicesParagraph2.a.(1)(d)under Section II -Who Is An Insureddoes not apply to:a.Your "employees" who provide pro-fessional healthcare serviceson yourbehalf asa duly licensednurse, emergency medical technicianor paramedicin the jurisdiction where an"occurrence"or offense towhich thisinsurance applies takes place; orb.Your"employees"or "volunteer work-ers", other thanan employedor vol-unteer doctor, providing firstaid or good samaritanservicesduring theirworkhoursfor youwill be deemed tobe actingwithinthescopeof their employment by youor performing du-tiesrelatedto theconduct ofyourbusiness. 10. Broadened Notice Of OccurrenceParagrapha.ofCondition2. Duties In The Event Of Occurrence, Offense, Claim Or SuitunderSection IV - Com-mercial General Liability Conditionsisreplaced by the following:a.You must see to it that weare notified assoon aspracticableofan"occur-rence"or an offense whichmayresult in a claim. Tothe extent possible, no-tice should include:(1)How, when and where the "oc-currence"or offense took place;(2)The namesand addresses of any injured persons and wit-nesses; and(3)The nature and location ofany injury or damage arising out of the"occurrence"or offense.Thisrequirement applies only whenthe"occurrence"or offenseisknownto an"authorized representative".11.Nonowned AircraftThe following isaddedtoExclusion 2.g.Aircraft, Auto Or WatercraftunderSec-tion I - Coverage A - Bodily Injury AndProperty Damage Liability:Thisexclusiondoes not apply toan air-craft you do not own, provided that:a.The pilot in command holdsa current effectivecertificate, issuedbya duly constituted authority ofthe United DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E Includes copyrighted material of InsuranceGCP 203 09 17Services Office, Inc., with its permission.Page 13 of 13Statesof America orCanada, desig-nating that person asa commercial or airline transport pilot;b.The aircraftisrented with a trained, paid crew; andc.The aircraftdoesnot transportper-sons or cargo for a charge.12. Bodily Injury RedefinedSection V - Definitions, 4."Bodily injury"is replaced by the following:4."Bodily injury"meansbodily harmor injury, sickness, disease,disability,humiliation, shock, fright,mental an-guishor mental injury,including care, lossof servicesordeathresultingfrom any of these at any time.13. Expected Or Intended Injury RedefinedThe last sentence of Exclusion 2.a. Ex-pected Or Intended InjuryunderSec-tion I - Coverage A - Bodily Injury AndProperty Damage Liability isreplaced by the following:Thisexclusion doesnot apply to "bodily injury"or "property damage"resulting from theuseofreasonable forcetoprotect per-sons or property. 14. Former Employees As InsuredsThe following isadded to Paragraph 2.underSection II - Who Is An Insured:2.Each of the following is also anin-sured:Any of your former "employees", di-rectors, managers, members, part-ners or "executive officers", includingbutnot limitedto retired, disabledor thoseon leave of absence, butonly for actswithin the scope of theirem-ployment by you or for dutiesrelatedto the conduct ofyour business.DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E Includes copyrighted material of InsuranceGA 472 05 20Services Office, Inc., with its permission.Page 1 of 3THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READIT CAREFULLY.CONTRACTORS ADDITIONAL INSURED -AUTOMATICSTATUSAND AUTOMATIC WAIVER OFSUBROGATIONWHEN REQUIREDINWRITTENCONTRACT,AGREEMENT,PERMITORAUTHORIZATIONThis endorsement modifies insurance provided under the following:COMMERCIAL GENERAL LIABILITY COVERAGE PARTA. Additional Insured - Owners, Lessees OrContractors - Automatic Status For OtherParties When Required In Written Contract Or Agreement With You1. Section II - Who Is An Insuredisamended to include as an additional in-sured any person or organization youhave agreed in writing in a contract or agreement to add as an additional in-sured on this Coverage Part. Such per-son(s) or organization(s) is an additional insured only with respect to liability for:a."Bodily injury", "property damage" or"personal and advertising injury"caused, in whole or in part, bytheperformance of your ongoing opera-tions by you or on your behalf, under that written contract or written agreement. Ongoing operations does not apply to "bodily injury" or "proper-ty damage" occurring after:(1)All work, including materials,parts or equipment furnished inconnection with such work, on the project (other than service,maintenance or repairs) to beperformed by or on behalf of theadditional insured(s) at the loca-tion of the covered operationshas been completed; or(2)That portion of "your work" out of which the injury or damage aris-es has been put to its intendeduse by any person or organiza-tion other than another contrac-tor or subcontractor engaged inperforming operations for a prin-cipal as a part of the same pro-ject; andb."Bodily injury" or "property damage"caused, in whole or in part, by"your work" performed under that written contract or written agreement and in-cluded in the "products-completedoperations hazard", but only if:(1)The Coverage Part to which thisendorsement is attached pro-vides coverage for "bodily injury"or "property damage" includedwithin the "products-completedoperations hazard"; and(2)The written contract or writtenagreement requires you to pro-vide additional insured coverageincluded within the "products-completed operations hazard"for that person or organization.If the written contract or writtenagreement requires you to provideadditional insured coverage includedwithin the "products-completed oper-ations hazard" for a specified lengthof time for that person or organiza-tion, the "bodily injury" or "property damage" must occur prior to the ex-piration of that period of time in order for this insurance to apply.If the written contract or writtenagreement requires you to provideadditional insured coverage for aperson or organization per only ISOadditional insured endorsement formnumber CG 20 10, without specifying an edition date, and without specifi-cally requiring additional insuredcoverage included within the “prod-ucts-completed operations hazard”,this Paragraph b.does not apply tothat person or organization.2.If the written contract or written agree-ment described in Paragraph 1.above specifically requires you to provide addi-tional insured coverage to that person or organization:a.Arising out ofyour ongoing opera-tions or arising out of"your work"; orIncludes copyrighted material of InsuranceGA 472 05 20Services Office, Inc., with its permission.Page 2 of 3b.By way of an edition of an ISO addi-tional insured endorsement that in-cludesarising out of your ongoing operations or arising out of "your work";then the phrasecaused, in whole or inpart, by in ParagraphA.1.a.and/or Para-graph A.1.b.above, whichever applies, isreplaced by the phrase arising out of.3.With respect to the insurance afforded to the additional insureds described in Para-graph A.1., the following additional exclu-sion applies:This insurance does not apply to "bodilyinjury", "property damage" or "personaland advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including:a.The preparing, approving or failing toprepare or approve, maps, shopdrawings, opinions, reports, surveys,field orders, change orders or draw-ings and specifications; orb.Supervisory, inspection, architectural or engineering activities.This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hir-ing, employment, training or monitoring ofothers by that insured, if the "occurrence"which caused the "bodily injury" or "prop-erty damage", or the offense whichcaused the "personal and advertising inju-ry", involved the rendering of, or the fail-ure to render, any professional architec-tural, engineering or surveying services.4.This ParagraphA.does not apply to addi-tional insureds described in Paragraph B.B. Additional Insured - State Or Governmental Agency Or Subdivision Or Political Subdi-vision - Automatic Status When RequiredIn Written Permits Or Authorizations1. Section II - Who Is An Insuredisamended to include as an additional in-sured any state or governmental agency or subdivision or political subdivision you have agreed in writing in a permit or au-thorization to add as an additional insuredon this Coverage Part. Such state or gov-ernmental agency or subdivision or politi-cal subdivision is an additional insured only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivi-sion or political subdivision has issued, inwriting, a permit or authorization.2.With respect to the insurance afforded to the additional insureds described in Para-graph B.1., the following additional exclu-sions apply:This insurance does not apply to:a."Bodily injury", "property damage" or"personal and advertising injury" aris-ing out of operations performed for the federal government, state or mu-nicipality; orb."Bodily injury" or "property damage"included within the "products-completed operations hazard."C.The insurance afforded to additional insuredsdescribed in ParagraphsA.andB.:1.Only applies to the extent permitted by law; and2.Will not be broader than that which youare required by the written contract, writ-ten agreement, written permit or writtenauthorization to provide for such addition-al insured; and3.Does not apply to any person, organiza-tion, state, governmental agency or sub-division or political subdivision specifically named as an additional insured for thesame project in the schedule of an en-dorsement added to this Coverage Part.D.With respect to the insurance afforded to the additional insureds described in Paragraphs A.andB., the following is added toSection III- Limits Of Insurance:The most we will pay on behalf of the addi-tional insured is the amount of insurance:1.Required by the written contract, written agreement, written permit or written au-thorization described in ParagraphsA.andB.For the purpose of determining therequired amount of insurance only, we willinclude the minimum amount of any Um-brella Liability or Excess Liability cover-age required for that additional insured inthat written contract, written agreement, written permit or written authorization; or2.Available under the applicable limits of in-surance;whichever is less.This endorsement shall not increase the appli-cable limits of insurance.E. Section IV - Commercial General LiabilityConditionsis amended to add the following:Automatic Additional Insured ProvisionInsured: Economic Consultants Oregon Ltd. DBA: ECONorthwest Policy: ECP0315866DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E Includes copyrighted material of InsuranceGA 472 05 20Services Office, Inc., with its permission.Page 3 of 3This insurance applies only if the "bodily inju-ry" or "property damage" occurs, or the "per-sonal and advertising injury" offense is com-mitted:1.During the policy period; and2.Subsequent to your execution of the writ-ten contract or written agreement, or theissuance of a written permit or written au-thorization, described in ParagraphsA.andB.F.Except whenG.below applies, the following isadded toSection IV - Commercial GeneralLiability Conditions, Other Insurance,andsupersedes any provision to the contrary:When Other Additional Insured Coverage Applies On An Excess BasisThis insurance is primary to other insurance available to the additional insured described in ParagraphsA.and B.except:1.As otherwise provided inSection IV -Commercial General Liability Condi-tions, Other Insurance, b. Excess In-surance; or2.For any other valid and collectible insur-ance available to the additional insured asan additional insured on another insur-ance policy that is written on an excessbasis. In such case, this insurance is alsoexcess.G.The following is added toSection IV - Com-mercial General Liability Conditions, Other Insurance,and supersedes any provision tothe contrary:Primary Insurance When Required By Writ-ten Contract, Agreement, Permit Or Au-thorizationExcept when wrap-up insurance applies to theclaim or "suit" on behalf of the additional in-sured, this insurance is primary to any other insurance available to the additional insureddescribed in ParagraphsA.andB.providedthat:1.The additional insured is a Named In-sured under such other insurance; and2.You have agreed in writing in a contract, agreement, permit or authorization de-scribed in Paragraph A.orB.that this in-surance would be primary to any other in-surance available to the additional in-sured.As used in this endorsement, wrap-up insur-ance means a centralized insurance programunder which one party has secured either in-surance or self-insurance covering some or all of the contractors or subcontractors perform-ing work on one or more specific project(s).Primary And Noncontributory InsuranceWhen Required By Written Contract, Agreement, Permit Or AuthorizationExcept when wrap-up insurance applies to theclaim or "suit" on behalf of the additional in-sured, this insurance is primary to and will notseek contribution from any other insuranceavailable to the additional insured described in ParagraphsA.and B.provided that:1.The additional insured is a Named In-sured under such other insurance; and2.You have agreed in writing in a contract,agreement, permit or authorization de-scribed in Paragraph A.orB.that this in-surance would be primary and would not seek contribution from any other insur-ance available to the additional insured.As used in this endorsement, wrap-up insur-ance means a centralized insurance programunder which one party has secured either in-surance or self-insurance covering some or all of the contractors or subcontractors perform-ing work on one or more specific project(s).H. Section IV - Commercial General Liability Conditions, Transfer Of Rights Of Recov-ery Against Others To Usis amended by theaddition of the following:Waiver of SubrogationWe waive any right of recovery against any additional insured under this endorsement, because of any payment we make under thisendorsement, to whom the insured haswaived its right of recovery in a written con-tract, written agreement, written permit or writ-ten authorization. Such waiver by us appliesonly to the extent that the insured has waived its right of recovery against such additional in-sured prior to loss.DocuSign Envelope ID: 8E192038-553A-445B-A786-2CD0C94FF29CDocusign Envelope ID: 8821675C-7343-4FA1-B889-E2C0C4DB623E