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A7087 - HALEY & ALDRICH INC - PREPARE RESPONSE TO CA STATE WATER CONTROL BOARD ORDER TO AIRPORT REQ SITE INVESTIGATION & WORK PLAN REPORT
BuySpeed Online http://wwwl.pahnspriags-ca.govibso/share/repp t.sdo?poNbr--19-. Purchase Order PO Printed Date: ...,.. r, PAYMENT COPY 04/11/2019 CITY OF PALM SPRINGS 0 App►oved for full payment 6:; Procurement&Contracting Division C7 Close PO-unencumber Ti3200 East Tahquitz Canyon Way an)/►emalnln balance " Palm Springs,CA 92262 :LIS Name: h roe Date: r V 00005090 E I Haley&Aldrich �PO Date: 04/11/2019 Purchase Order Number N f Ben Chandler Buyer: Leigh Gileno j p 5333 Mission Center Road Phone#: (760)322-8374 19-1225 : 0 f Suite 300 i O San Diego FOB: F.O.B.,Destination ALL PACKING SLIPS, R CA,MA 92108 Terms: Net 30 US INVOICES AND Email:bchandler@haleyaldrich.com ! CORRESPONDENCE Phone:(619)285-7116 MUST REFERENCE THIS FAX:(617)886-7600 - NUMBER. Id:6286 S B H 62000-AVIATION DEPARTMENT 1 i Accounts Payable AVTN-Mark Jucht L 3400 E.Tahquitz Canyon Way P. 3400 E.Tahquitz Canyon Way L Suite OFC ++ Suite OFC J Palm Springs,CA 92262 T i Palm Springs,CA 92262 T US 0 ' US O I ; Department Bid Number Requisition Number Delivery Date 62000-AVIATION DEPARTMENT 62000-19-12191 0 Days ARO Item Class-Item. Bid Req Line Quantity Unit Unit Total Item# Item# Price (890 - 83)Consulting Services to meet 60-day 2000-19-12191-1 1.0 JOB-Job $7,000.00 $7,000.0 response deadline for.CA State Water Control Board Order to Airport requiring site investigation and work plan technical report. 1 Notes: Pricing as per Proposal dated /4/2019 referencing file 133710-001.Approved by CM on /8/2019. INSURANCE:THE CONTRACTOR MUST HAVE AND KEEP IN FORCE FOR THE ENTIRE TERM OF THIS AGREEMENT GENERAL LIABILITY, AUTOMOBILE LIABILITY AND WORKERS' COMPENSATION INSURANCE IN AMOUNTS SATISFACTORY TO THE CITY.GENERAL AND AUTOMOBILE LIABILITY INSURANCE SHALL NAME THE CITY OF PALM SPRINGS AS 2 ADDITIONAL INSURED AND COVERAGE MUST BE PRIMARY AND NON-CONTRIBUTORY OVER ANY INSURANCE THE CITY MAY MAINTAIN.THE WORKERS COMPENSATION POLICY SHALL CONTAIN THE INSURER'S WAIVER OF SUBROGATION IN FAVOR OF CITY, ITS - ELECTED OFFICIALS,OFFICERS,EMPLOYEES, AGENTS AND VOLUNTEERS.THE TERMS OF THE INSURANCE POLICIES SHALL PROVIDE THAT SAID INSURANCE MAY NOT BE AMENDED . of3 All IMAIf) 11.1c ern BuySpeed Online http://wwwI.palmsprings-ca.govibso/share/report.sdo?poNbr=19- OR CANCELLED BY THE CARRIER WITHOUT 30 DAYS PRIOR WRITTEN NOTICE TO THE CITY. FY Account Code I Dollar Amount 19 415-6225-43200 $7,000.00 Subtota $7,000.0 Ta $0.0 Frei h $0.0 Discoun $0.0 Totai $7,000.o Authorized Cy Signature FINANCE APPRO ED D TE ; ENCUMBERED PURCHASE ORDER TERMS AND CONDITIONS 1. Please submit invoices in duplicate. i 4. Notify at once if order cannot be filled. J u 2. Please submit separate invoices for each order. 5. The City is not exempt from California sales tax. 3. Show PO#on each carton label. 6. The City is exempt from Federal excise tax. 1. Acceptance:City reserves the right to refuse any goods and to cancel all or any part of the goods not conforming to applicable specifications,drawings,samples or descriptions.Acceptance of any part of the order shall not bind City to accept future shipments,nor deprive it of the right to return goods already accepted. 2. Late Deliveries:If delivery of the goods cannot be made as specified or sooner and at the price shown,notify the City Purchasing Manager immediately.Correspondence,other than invoices,relating to this Order must be sent to the Purchasing Manager.The City reserves the right to cancel order if delivery is not made by the time specified. 3. Risk of Loss:Delivery shall not be deemed-to be complete until the goods have been actually received and accepted by the City. 4. Defects:By accepting this order,Seller acknowledges that the goods covered by this order are satisfactory for the purposes intended by City. 5. Prices:Unless otherwise provided,goods shall be furnished at the prices indicated on this order only.Invoices will be honored for purchase order prices only. Price on the order includes delivery to the Department within building unless otherwise specified on the order. 6. Patent Infringement:Seller agrees to indemnify City and hold it harmless from and against all liability,loss,damage,and expense, including reasonable counsel fees resulting from any actual or claimed trademark patent or copyright infringement,or any litigation based thereon with respect to any part of the goods covered by the order,and such obligation shall survive acceptance of the goods and payment therefore by the City. 7. Packing:All goods,wrappers and containers must bear markings and labels required by applicable federal,state,and municipal laws and regulations for the protection and safety of persons and property and Seller warrants that prices include all charges to packing,crating, and transportation to f.o.b.point. 8. Nonassignment:This order must not be assigned or transferred to anyone without the written approval of the Purchasing Manager. 9. Labor Disputes:Whenever any actual or potential labor dispute delays or threatens to delay the timely performance of the order,Seller shall immediately give notice thereof to City. of 3 Alli lln,n ,,.,, . CONSULTING SERVICES AGREEMENT Haley & Aldrich, Inc. THIS REEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered into or�April 2019, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Haley & Aldrich, Inc., a Massachusetts corporation, ("Consultant"). City and Consultant are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City requires the services of a consultant, for consulting services in support of the Palm Spring International Airport's response to the State Water Resources Control Board Water Code Section 13267 Order, dated 20 March 2019, ("Project"). B. Consultant has submitted to City a proposal to provide consulting support services to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Consultant for the Project. In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide consulting support services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the "services" or "work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Consultant services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. ORIGINAL BID 1 720599.1 AND/OR AGREEMENT Revised:1/31/18 1.4 Familiarity with Work. 'By executing this Agreement, Consultant warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the services to be performed by Consultant is an' essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Consultant shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. Delays shall not entitle Consultant to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. Consultant shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit "A". The total amount of Compensation shall not exceed$7000. 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall submit to City an invoice for services rendered prior to the date of the invoice, no later than the first working day of such month, in the form.approved'by City's finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized services performed. City shall pay Consultant for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days; of receipt of Consultant's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 1 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 2 'Revised:1/31/18 720599.1 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Maieure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, if Consultant notifies the Contract Officer within ten (10) .days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of 6 weeks , commencing on 17 April.2019, and ending on May 31, 2019, unless extended by mutual written agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice. to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer after such notice. Consultant may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act and make all decisions in its behalf with respect to the specified services and work: Colleen Canfield (name), Client Leader (title). It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Consultant shall refer any 3 Revised:1/31/18 720599.1 decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Consultant,its principals and employees,were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual or entity to perform any services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode,or means by which Consultant, its agents or employees, perform the services required, except as otherwise specified. Consultant shall,perform all required services as an independent Consultant of City and shall not be an employee of City and shall remain at all times as to City a wholly independent Consultant with only such obligations as are consistent with that role; however, City shall have the right to review Consultant's work product, result, and advice. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Consultant agrees to assign the following individuals to perform the services in this Agreement. Consultant shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Consultant by providing written notice to Consultant. Name: Title: Colleen Canfield Associate Geologist PG 8627 CA phone 714-371-1802 6. INSURANCE Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials,officers,employees,agents,and volunteers(collectively the"Indemnified Parties"),from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including reasonable legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Consultant's employees included), for damage to property, including property owned by City, f rom any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees, representatives, and agents, to the extent that they are caused by and arise out of or relate to Consultant's negligent performance under this Agreement. This indemnification clause excludes Claims arising from the negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. . Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability under this Agreement. Consultant's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2 Design Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement and Consultant is a "design professional" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually "Indemnified Party"; collectively "Indemnified Parties") against any and all liabilities, claims,judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Consultant's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Consultant, its agents, employees, or subcontractors, or arise from Consultant's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Consultant's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Consultant shall require all non-design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub- section 7.1 in favor of the Indemnified Parties. In addition, Consultant shall require all non- design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 7.3. Defense Obligations. Notwithstanding anything to the contrary contained herein, Consultant's defense obligation under this indemnification provision, shall mean only the reimbursement of reasonable defense costs to the extent of Consultant's actual indemnity obligation hereunder. 8. RECORDS AND REPORTS 5 Revised:1/31/18 720599.1 8.1 Reports.. Consultant shall periodically prepare and submit to the Contract Officer reports concerning the performance of the services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of this Agreement shall be the property of City. Consultant shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Consultant may retain copies of such documents for Consultant's,own use. Consultant shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Consultant shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement_shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or, matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections 6 Revised:1/31/18 720599.1 and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any. other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 9.5 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of 7 Revised:1/31/18 720599.1 compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as-provided in this Section. Either party may change its address by notifying the other party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Haley &Aldrich, Inc. Attn: Colleen Canfield 3187 Red Hill Ave., Suite 155 Costa Mesa, CA 92626 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 8 Revised:1/31/18 720599.1 11.7 Recitals. .The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 9 Revised:1/31/18 720599.1 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: a By: David H. Ready, P City Manager APPROVED AS TO FORM: ATTEST By: B Jeffrey S. Ballinger, thony Tejia City Attorney City Cler APPRn ED BY's,V AM IMAGER "CONSULTANT" 7 =•00 Haley & Aldrich, Inc. Date: By : Colleen Canfield Associate Geologist (president) Date: (name) (secretary) 10 Revised:1/31/18 720599.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§1189 r A not fy pubk or other officer=Weting this oar0cate verifies oru''the identity of the ln&i ud who signed the document to which thin certl'�h srschad,and not the to tftlnsw,scomoy.ce va@�ty of thst document State of California ) Oounty of ''11 1 On y 91 )YI l FA0 1 afore me. S QM/�A A. h ato(ne_S &)d IZvVyI �C b C— Dafe t lar9 Insert h4sma an irffa of the Of iicar, personally appeared C U (ee- n e, e-(d Namers)of Sigrer(a) who proved to me on the ba-is of satisfactory evidence to be the peraon(s) whose name(a)(1£e subscribed to the vrrthln instrument and acknowledged to me that he rh fihey executed the same in hisattheir authorized capacc y[~~)•and that by hirthelr signstur.:�a)on the instrument the person(a), or the entity upon behalf of ivhfch the person(s)acted•executed the instrumenL I aartify under PENALTY OF PERJURY under the lays a••..............«.........«,... of the Siste of OaGfomia that the foregoing paragraph ES as true and oacorrectSAK&A A. FfUG = WITNESS rrr}hand and official seal- NOTARY Commission Nq. 220U95:5 zz .; �' • NOTARY PUBLIC-CALIFORNIA. RIVERSIDE :CQUNTY 3ignafure �rir��(iI�LL /�7. y-�i � "•°"~� My Comm.Expires J.tlNE 1.q r20Y1 Sigrstun?afNofaryPu Ic Place P&tsiy Seal Above OP71OlIlAL Though this secUon is apfional,eampfa� fhis i annafion can dater atterafon of the document or f sucMert reattschment of fires form to an unintended docr vaient Description of Attached Document Title or Type of Document Document Dste: Number of Pages: Signer(a) Other Than Named Above: Capacity[ea)Claimed by Signer(a) Signer's Name: Signer's Name: ❑Corporate Officer—Tirla(s): ❑Corporate Officer—Tn3s(): ❑Partner— ❑Limited ❑General ❑Partner— ❑Limited ❑General ❑Individual ❑Attorney in Fact ❑Individual ❑Attorney in Fact ❑Trustee ❑Guardian or Oon£ervaior ❑Trustee ❑Guardian or Conservator ❑Other_ ❑Other: Signer Is Representing: Signer Is Representing: (512014 Nst',onsl'NotarfAmoci£fieca•wxva.Nat do`�ery.org•1-800-113 NOTARY(1-8DG-a79-6827) ftem;947 11 Revised:1/31/1.8 720599.1 EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance 12 Revised:1/31/18 720599.1 HALEY&ALDRICH,INC. 2033 N.Main Street 'CH - Suite 309 Walnut Creek,CA 94596 925.949.1012 4 April 2019 File No. 133710-001 Palm Springs International Airport 3400 East Tahquitz Canyon Way,Suite 1 Palm Springs,California 92262. Attention: Thomas P. Nolan,A.A.E. Executive Director Subject: Proposal for Consulting Support Services SWRCB Water Code Section 13267 Order Response Palm Springs International Airport Dear Mr. Nolan: Haley&Aldrich, Inc. (Haley&Aldrich) is pleased to submit this proposal for consulting services to support the Palm Springs International Airport's response to the State Water Resources Control Board (SWRCB)Water Code Section 13267 Order,dated 20 March 2019. The order requests the submission of information including the completion of a facility questionnaire concerning the storage, use and. management of per-or polyfluoroalkyl substances (PFAS) and the preparation of a proposed investigation work plan to"determine whether the groundwater and/or soil at your location is impacted by PFAS and obtain a preliminary understanding of PFAS concentrations in the soil and/or groundwater at your facility." PFAS are a component of aqueous film-forming foams(AFFF)that are required for use at airports certified by the Federal Aviation Administration (FAA)to provide aircraft rescue and firefighting services under Title 14 Code of Federal Regulations(CFR) Part 139. Based on information provided in the SWRCB order, Palm Springs International Airport has maintained FAA certification under Part 139 and has thus been requested to respond. PFAS are also associated with many industrial processes (e.g.,waterproofing,stain resistance, mold releasing and fume suppression) and are incorporated into numerous consumer products(aluminum foil,fabric softeners,water resistant materials such as Gortex® or Tyvek®) and materials that are typically used in the performance of environmental sampling and analysis activities(e.g.Teflon®gaskets and seals). Haley&Aldrich has had extensive experience in the development of sampling procedures for the collection of environmental media and has developed PFAS sampling-specific operating procedures that avoid the use of these common materials and mitigate the potential for false positive. results. We have also developed a database of chemical-specific per and poly fluorinated alkyl compounds (PFCs)associated with these alternative sources for assistance in the interpretation of investigation results. www.haleyaldrich.com Palm Springs International Airport 4 April 2019 Page 2 Haley &Aldrich's PFAS Experience Haley&Aldrich is a strategic environmental consultant with established PFAS experience and technical expertise to help you navigate this SWRCB Order requirements. Our credentials include: • Recognizing the potential significance of PFAS as a significant public health and environmental concern that many of our clients could be challenged with,over the past 5 years Haley&Aldrich invested in understanding the PFAS issue. This has included establishing ECT2, a whole-owned subsidiary company,that has developed the most effective proven water treatment technology available. (More information can be obtained at this website: http://www.ect2.com/.) • We are currently deploying this treatment technology at US and Australian Air Force bases and a US commercial airport,which gives us unique insights into the issues that California commercial airports may face (we are several years ahead of others). • PFAS sampling requires specialized training and analytical methods to avoid both false positives and false negatives. Haley&Aldrich has experience sampling and evaluating PFAS in states where PFAS are a hot topic(MI, NY, NH, CA)and Superfund sites. • Haley&Aldrich has unparallel insight into regulatory negotiation and contaminated site management from our work at DoD and commercial airport projects. • Haley&Aldrich is experienced in forensics that may be of high value in legal disputes/cost allocation proceedings. Further information regarding Haley&Aldrich's extensive airport experience throughout the United States is provided in the attached "Market Fact Sheet." Proposed Scope of Services In response to your request for a proposal to assist you in your response to the SWRCB Order,we propose to undertake the following services: 1. Review Site Information concerning storage use and management of PFAS containing materials, primarily AFFF,at your facility. 2. Review any previous site investigation activities including existing groundwater well installation and groundwater quality sampling and analysis results. 3. Conduct a site visit and reconnaissance to interview airport employees regarding AFFF storage and management,visually.assess conditions at the airport, and select appropriate locations for investigation and sampling activities. Up to two site visits are included in this task. 4. Develop a Site Base Plan with relevant site features including:AFFF Storage and Use areas (including historical aircraft rescue firefighting responses [if any]),features such as stormwater drains and utility conduits,and surface water resources, municipal and domestic water supply wells within a 1-mile radius of your facility. 5. Prepare an Investigation Work Plan to include the following elements as requested by the SWRCB order: '19 ' H Palm Springs International Airport 4 April 2019 Page 3 a. Proposed surface and subsurface soil sampling locations to delineate surficial and vertical extent of impacts where PFAS were applied to land. b. Proposed groundwater sampling locations in proximity to potential source areas including storage, use and historical discharge locations.' c. Sampling and analysis procedures for the PFAS parameters listed in the SWRCB Order with specifications for the equipment and methods to be used as well as the appropriate quality assurance and quality control (QA/QC) protocols to assure that sound decisions can be made concerning the results of the data collected. These protocols will include the collection of site-specific QA/QC samples and the use of USEPA promulgated methods of analysis by a qualified environmental laboratory certified by the State-of California with experience in the analysis of soil and groundwater for PFAS. d. Data verification and validation procedures in accordance with the USEPA Data Review and Validation Guidelines for PFAS(EPA 910-R-18-001). e. Signature,stamp,and contact information for the California-licensed Professional Geologist or Professional Engineer acting in responsible charge for the content of the Work Plan. f. This task includes the preparation of both a draft Work Plan for initial review by airport staff and a final Work Plan addressing received comments. We request that the following items will be provided to us: • The groundwater monitoring well installation logs(if any) • Results of historical groundwater quality sampling and analysis associated with existing groundwater monitoring wells (if any) s A site plan in AutoCAD 2018 (or earlier version) or GIS software with locations of current or historical storage, use or management of AFFF materials at your facility. • Escorts as necessary to inspect landside and airside location of AFFF storage and use. Schedule The SRWCB Order requires submittal of the Investigation Work Plan within 60 days of the date of issuance, 20 March 2019. Therefore, Haley&Aldrich will provide our draft Investigation Work Plan for review by 30 April 2019. Comments or suggested revisions will be addressed in the final Investigation Work Plan,which is due for submittal to the SWRCB by 19 May 2019. Estimated Fee Services for task items No. 1 through 5 will be conducted on a time and materials basis, not to exceed fee of$7,000. Additional services, if requested and authorized,will be provided in accordance with our "Palm Springs International Airport Fee Schedule." Palm Springs International Airport 4 April 2019 Page 4 Authorization Consulting services will be provided in accordance with our"Standard Terms and Conditions, 2013"and "Palm Springs International Airport Fee Schedule,"which are integral to this proposal. This proposal is valid for a period of 60 days from the date of this letter. If acceptance and authorization to proceed are not received within that period,we reserve the right to renegotiate the estimated fee, schedule for completion,and scope of services. If the above arrangements are satisfactory to you, please indicate your acceptance by signing and returning one copy of this letter. When accepted by you,this proposal together with the attached Terms and Conditions and Fee Schedule will constitute our Agreement. Closing We appreciate the opportunity to submit this proposal and look forward to our association with you on this project. Please contact the undersigned if you wish to discuss this proposal or any aspect of the project. Sincerely yours, This proposal, and the attached "Standard Terms and . HALEY&ALDRICH, INC. Conditions, 2013" and "Palm Springs International Airport Fee Schedule", are understood and accepted: PALM SPRINGS INTERNATIONAL AIRPORT /Jasonrant, PE Senior Project Manager By ` (authorized signature) By Ben a n d I e r (print or type name) Principal Consultant Title Attachments: Standard Terms and Conditions, 2013 Palm Springs International Airport Fee Date Schedule Market Fact Sheet \\haleyaldrich.com\share\CF\Projects\133710\133710-001\Proposals\2019-0404-Proposal_Palm Springs PFAS.Order.docx "k&' 'C HkRICH Standard Terms and Conditions 2013 1. INTRODUCTION. These Standard Terms and Conditions,together with the accompanying proposal and any attachments thereto ("Proposal"), constitute the Agreement between Haley & Aldrich, Inc., including its affiliates and subsidiaries ("Haley&Aldrich"),and the entity or person to whom the proposal is addressed ("Client")for the project at the project site("Site")as may be referenced in the Proposal. 2. PERFORMANCE OF SERVICES. Client agrees that Haley&Aldrich has been engaged to provide professional services only, and that Haley&Aldrich does not owe.a fiduciary responsibility to Client. Haley&Aldrich's services will be performed in accordance with generally accepted practices of engineers and/or scientists providing similar services at the same time,in the same locale,and under like circumstances("Standard of Care"). No other warranty,expressed or implied,is included or intended by this Agreement. 3. CLIENT RESPONSIBILITIES. Except as otherwise agreed,Client will secure the approvals,Site access, permits, licenses and consents necessary for performance of Haley & Aldrich's services under this Agreement. Client shall provide Haley & Aldrich with a plan delineating the boundaries of the Site and all documents,reports,surveys,plans,drawings,information concerning known or suspected Site conditions, above and below ground, information related to hazardous materials or other environmental or geotechnical conditions at the Site, utility information and other information that is reasonably foreseeable to be pertinent to Haley&Aldrich's services under this Agreement. If Client is not the owner of the Site,Client will make all reasonable attempts to obtain these same documents and provide them to Haley&Aldrich. Unless otherwise agreed to in writing by Haley &Aldrich, Haley &Aldrich shall be entitled to rely on documents and information Client provides. 4. PAYMENT. Invoices will generally be submitted monthly. Payment will be due within thirty (30) days of invoice date. Interest will be added to accounts in arrears at the rate of one and one-half(1.5) percent per month on the.outstanding balance. In the event Haley&Aldrich must engage counsel to enforce overdue payments, Client will reimburse Haley& Aldrich for all reasonable attorney's fees and court costs. 5. INSURANCE. Haley &Aldrich will maintain: workers' compensation insurance as required under the laws of the state in which the services will be performed;commercial general liability insurance with a combined single limit of$1,000,000 per occurrence and $2,000,000 in the aggregate for bodily injury, including death and property damage; automobile liability insurance.with a combined single limit of$1,000,000 per occurrence; professional liability insurance in the amount of $1,000,000 per claim and in the aggregate;and contractor's pollution liability insurance in the amount of$1,000,000 per occurrence and in the aggregate. Haley & Aldrich will furnish Client with a certificate of insurance evidencing the coverages listed above. 6. OWNERSHIP.OF DOCUMENTS AND PROCESSES. All documents and all processes created,prepared,or furnished under this Agreement by Haley &Aldrich are its instruments of service and all ownership and copyright rights of the same shall remain with Haley&Aldrich.Client may make and retain copies of Haley&Aldrich's instruments of service, opinions, or reports or otherwise related documents("Instruments of Services")for the project at the Site.Any reuse or modification of Haley & Aldrich's Instruments of Services without written verification or adaption by Haley & Aldrich for the specific purpose intended shall be at Client's and/or any third party's sole risk and without liability or legal exposure to Haley& Aldrich.Client shall indemnify,defend,and hold harmless Haley&Aldrich from all claims,damages, losses,and expenses, including attorney's fees, arising out of or resulting therefrom. Client agrees that any such verification or adaptation of Haley&Aldrich's documents and processes shall entitle Haley&Aldrich to all just and proper compensation. 7. SUSPENSION OF WORK AND TERMINATION.Client may,at any time,suspend further work by Haley&Aldrich or terminate this Agreement. Suspension or termination shall be by written notice effective three (3) business days after receipt by Haley&Aldrich. Client agrees to compensate Haley&Aldrich for all services performed and commitments made prior to the effective date of the suspension or termination, together with reimbursable expenses including those of subcontractors, subconsultants, and vendors. Client acknowledges that its failure to pay all invoices on time and in full may result in a suspension of services.In the event of a suspension of services due to Client's failure to pay all invoices on time and in full, Haley&Aldrich shall have no liability to Client for delay or damage to Client or others because of such suspension of services. 8. FORCE MAJEURE. Except for Client's obligation to pay for services rendered, no liability will attach to either party from delay in performance or nonperformance caused by circumstances or events beyond the reasonable control of the parry affected,including,but not limited to,acts of God, fire,flood,unanticipated Site or subsurface conditions,explosion,war, terrorism, request or intervention of a governmental authority (foreign or domestic), court order (whether at law or in equity),labor relations,accidents,delays or inability to obtain materials,equipment,fuel or transportation. 2013 Page 1 of 4 "RMICH Standard Terms and Conditions 2013 9. SUBSURFACE RISKS.Client recognizes that inherent risks occur in the exploration and evaluation of subsurface conditions. Even a comprehensive sampling and testing program,implemented with appropriate equipment and personnel under the direction of a professional performing in accordance with the Standard of Care, may fail'to detect certain underlying conditions.Conditions that Haley&Aldrich may infer to exist between sampling points may differ significantly from those that actually exist. Client also recognizes that due to natural occurrences or direct or indirect human intervention at or near the Site,actual conditions may change with passage of time. 10. DISCLOSURE OF HAZARDS(RIGHT-TO-KNOW). Haley&Aldrich will take reasonable precautions for the health and safety of Haley&Aldrich's employees while at the Site. Client will obtain from Site owner,and others as applicable,and furnish to Haley&Aldrich,prior to Haley&Aldrich beginning services under this Agreement,all available information concerning Site conditions, including, but not limited to: subsurface conditions, oil, hazardous material, toxic mold and biological conditions, radioactive or asbestos material in,on or near the Site. If such a material or condition is discovered that had not been disclosed to Haley & Aldrich, then, upon notification, Client and Haley & Aldrich shall seek an equitable adjustment to be made to this Agreement. In addition,Client agrees to assume all liability and shall indemnify,defend and hold Haley & Aldrich harmless from any claims, losses, liabilities or damages arising out of personal injury or death resulting from such hazardous material or condition. 11. PUBLIC RESPONSIBILITY.Client acknowledges that Client or the Site owner,as the case may be,is now and shall remain in control of the Site for all purposes at all times. Client agrees to notify each federal,state,county,and local public agency, as they each may require, of the existence of any condition at the Site that may present a potential danger to public health,safety,or the environment and as required by applicable statutes and/or regulations and as required by applicable statutes and/or regulations. Notwithstanding the provisions of the foregoing, Haley & Aldrich will comply with subpoenas; judicial orders or government directives; federal, state, county, and local laws, regulations, and ordinances; and codes regarding the reporting to the appropriate public agencies of findings with respect to potential dangers to public health, safety, or the environment. Haley&Aldrich shall have no liability to Client or to any other person or entity for reports or disclosures made in accordance with such requirements. 12. SAMPLES.Samples of soil,rock,water,waste,or other materials collected from the Site may be disposed of sixty(60)days from sampling date unless Client advises otherwise in writing or unless applicable law requires their retention. Haley& Aldrich will dispose of such samples with a qualified waste disposal contractor. Client shall pay all costs associated with the storage,transport,and disposal of samples,and agrees to indemnify,defend and hold Haley&Aldrich harmless for any liability arising therefrom. If samples must be stored.by Haley&Aldrich for longer than sixty(60)days from sampling date, Client shall pay all costs associated with the additional storage time. Client recognizes and agrees that Haley&Aldrich is a bailee and assumes neither title to said waste or samples nor any responsibility as generator of said waste or samples. 13. CONFIDENTIALITY. Haley&Aldrich will hold confidential all business and technical information obtained or generated in performing of services under this Agreement. Haley&Aldrich will not disclose such information without Client's consent except to the extent required for: (1) performance of services under this Agreement; (2) compliance with professional standards of conduct for preservation.of the public safety, health, and welfare; (3) compliance with any court order, statute,.law, or governmental directive; and/or(4) protection of Haley&Aldrich against claims or liabilities arising from the performance of services under this Agreement. Haley&Aldrich's obligations hereunder shall not apply to information in the public domain or lawfully obtained on a non-confidential basis from others. 14. HAZARDOUS MATERIALS. Before any hazardous or contaminated materials are removed from the Site, Client shall sign manifests naming Client as the Generator of the waste (or, if Client is not the Generator, Client will arrange for the Generator to sign the manifest). Client shall select the treatment or disposal facility to which any waste is taken. Haley& Aldrich shall not be the Generator,Owner,Arranger,Operator,nor will it possess,take title to,or assume any legal liability for any hazardous or contaminated materials at or removed from the Site. Haley&Aldrich shall not have responsibility for or control of the Site or of operations or activities at the Site other than its own. Haley&Aldrich shall not undertake, arrange for or control the handling, treatment, storage, disposal, removal, shipment, transportation or disposal of any hazardous or contaminated materials at or removed from the Site,other than laboratory samples it collects or tests(which shall be returned to Client for disposal). Client agrees to defend, indemnify and hold harmless Haley&Aldrich for any costs or liability incurred by Haley&Aldrich in defense of or in payment for any legal actions in which it is alleged that Haley&Aldrich is the Owner,Operator,Generator,Arranger,Treater,Storer or Disposer of hazardous waste. Capitalized terms used herein shall have the meanings assigned to them in RCRA and CERCLA. 2013 Page 2 of 4 ICH Standard Terms and Conditions 2013 15. SERVICES DURING CONSTRUCTION. Haley&Aldrich shall not,during construction Site visits,shop drawing review,or as a result of observations of construction work,supervise,direct,or have control over any contractors'means,methods,work sequences or procedures of construction selected by contractors. Haley&Aldrich shall not be liable for any of contractors' work,safety precautions or programs incident to contractors'work. Haley&Aldrich shall not have any liability whatsoever for any failure of contractors to comply with any laws, rules, regulations, ordinances, codes or orders. Haley &Aldrich neither guarantees nor warrants the performance of any contractors' work, and does not assume responsibility for any contractors' failure to furnish any labor, materials, equipment or related work in accordance with any agreement or contract documents. 16. RELIANCE. Haley &Aldrich's Instruments of Services, which when rendered pursuant to this Agreement, are prepared solely for Client and made available to Client only for the purpose set forth in the Proposal. Client acknowledges and agrees that the unauthorized use of,or reliance upon, Haley&Aldrich's Instruments of Services by any other party,or for any other projector purpose,shall be at Client's sole risk and without any liability to Haley&Aldrich,except and unless the Client obtains the.prior written authorization of Haley &Aldrich. Client agrees to-indemnify, defend, and hold Haley & Aldrich harmless to the fullest extent permitted by law for any claims, losses, or damages allegedly suffered by third parties due to the unauthorized reliance on any of Haley&Aldrich's Instruments of Services provided hereunder. 17. THIRD-PARTY RELIANCE. Environmental site assessment("ESA") reports prepared by Haley&Aldrich are for the sole and exclusive use of its Client. Any third-party and each of their respective successors and assigns("Relying Parties") may not rely on Haley&Aldrich's ESAs without the prior written authorization of Haley&Aldrich in the form outlined below.Haley &Aldrich may authorize third-party reliance by providing reliance letters to third party(ies)only with regard to ESA reports prepared for its Client, provided the Relying Party(ies) agree: (1)to use the ESA report only for the purpose of assessing the potential or existing environmental contamination liabilities associated with real property; (2) to be bound by the terms and conditions and limitations contained herein and in the ESA report;(3)to accept the form and substance of Haley & Aldrich's reliance letter; and (4) to deliver to Haley & Aldrich a signed copy of a reliance letter by an authorized representative of the Relying Party,within 30 days after said reliance letter is provided to the Relying Party,signifying the Relying Parties'acceptance of these terms and conditions. Upon Haley&Aldrich's receipt of the signed reliance letter by the Relying Party(ies),the Relying Party(ies)will be authorized to rely on Haley&Aldrich's ESA for the limited purpose of identifying potential or existing environmental contamination liabilities associated with real property. Notwithstanding anything contained herein, Haley & Aldrich shall not be liable for any claim or damage arising from environmental contamination liabilities that occurred on the subject property after the effective date of the ESA. Likewise, Haley & Aldrich shall not be liable for any existing or future property owner's failure to satisfy any continuing obligation for CERCLA liability protection or under the Federal Environmental Protection Agency's All Appropriate Inquiries rule. 18. WAIVER OF CONSEQUENTIAL DAMAGES. Neither party, nor their parent, affiliated or subsidiary companies, nor the officers,directors,agents, employees,or contractors of any of the foregoing,shall be liable to the other in any action or claim for incidental, indirect,special, collateral, punitive,exemplary or consequential damages, including, but not limited to financial loss,loss of profits,loss of revenue,delay,disruption,loss of anticipated profits or revenue,loss of use of any structure,system or equipment, or non-operation or increased cost of operation arising out of or related to the services, whether the action in which recovery of damages is sought is based upon contract,tort(including,to the greatest extent permitted by law,the sole,concurrent or other negligence,whether active or passive,.and strict liability of any protected individual or entity),statute or otherwise. 19. HAZARDOUS SUBSTANCE CLAIMS.By authorizing Haley&Aldrich to proceed with the services,Client confirms that Haley& Aldrich has not created nor contributed to the presence of any hazardous substances or conditions at or near the Site. Client recognizes that there is an inherent risk in drilling borings, pushing_or driving probes, excavating trenches, or implementing other methods of exploration or remediation at or near a site contaminated by hazardous materials. Further,Client recognizes that these are inherent risks even through the exercise of the Standard of Care. Client accepts this risk and agrees to indemnify and hold Haley &Aldrich, and each of Haley &Aldrich's subcontractors, consultants, officers, directors, and employees harmless against any and all claims for damages, costs, or expenses direct or consequential,in connection with a release of hazardous substances, except to the extent that such claims, damages,or losses are adjudicated to have resulted from Haley&Aldrich's gross negligence or willful misconduct in the performance of the services. 20. DIFFERING SITE CONDITIONS. If, during the course of performance of this Agreement, conditions or circumstances are discovered,which were not contemplated or anticipated by Haley&Aldrich,or otherwise provided to Haley&Aldrich by the Client,at the commencement of this Agreement or which differ materially from those indicated in Haley&Aldrich's Proposal, Haley&Aldrich may notify Client in writing of the newly discovered conditions or circumstances,and Client and Haley&Aldrich shall renegotiate,in good faith,the scope of work and terms and conditions of this Agreement.If amended terms and conditions cannot be agreed upon within thirty (30) days after notice, Haley & Aldrich may terminate this Agreement. 2013 Page 3 of 4 "R&ICH Standard Terms and Conditions 2013 21. ADDITIONAL SERVICES. Haley & Aldrich's compensation hereunder shall be subject to adjustment to recognize any increase in costs due to additional services requested or authorized by Client. Such additional services shall include, but not be limited to, additions in the manner or method of Haley&Aldrich's performance of Services or due to changes in schedule or circumstances not solely caused by or under the control of Haley&Aldrich. These additional services shall be verified in writing by the parties and performed on the basis of mutually agreed rates,or other such basis agreed to by the parties. 22. LIMITATION OF REMEDIES. To the fullest extent permitted by law, the total aggregate liability of Haley & Aldrich, its officers, directors, and employees to Client, and anyone claiming by, through, or under Client, including all authorized Relying Parties,as applicable,for any and all injuries,claims,losses,expenses,or damages whatsoever arising out of or in any way related to Haley & Aldrich's services, from any cause or causes whatsoever, including, but not limited to, negligence, errors, omissions, strict liability or contract, shall be limited to an aggregate amount of$50,000 or Haley& Aldrich's fee,whichever is greater. If Client prefers not to limit Haley&Aldrich's liability to this sum,Haley&Aldrich may increase this limitation upon Client's written request. If Haley&Aldrich approves the request,Haley&Aldrich will agree to increase the limitation to$100,000, provided that Client agrees to pay$2,500 for this change. The additional fee is for the additional risk assumed by Haley& Aldrich and is not a charge for additional liability insurance. 23. DISPUTE RESOLUTION. If a dispute arises out of or relates to this Agreement or the breach thereof, the parties will attempt in good faith to resolve the dispute through negotiation. Except for payment matters,if a dispute is not resolved by these negotiations,the matter will be submitted to non-binding mediation with a mutually agreed upon mediator. The parties agree that they will participate in the mediation in good faith and that they will share equally in its costs. Except for payment matters or to preserve mechanics' lien rights, neither party will commence a civil action until after the completion of an initial mediation session. 24. LEGAL ACTION. All legal actions by either party against the other for any cause or causes, including, but not limited to, breach of this Agreement,negligence,misrepresentations,breach of warranty or failure to perform in accordance with the Standard of Care,however denominated,shall be barred two(2)years from the day after completion of Haley&Aldrich's Services.Client agrees to compensate Haley&Aldrich for services performed in response to any legal action,subpoena,or court order arising out of or related to Haley&Aldrich's services under this Agreement at Haley&Aldrich's Standard Fee Schedule then in effect. 25. PRECEDENCE. These Terms and Conditions shall take precedence over any inconsistent or contradictory provisions contained in any proposal,contract,purchase order,requisition,notice to proceed,or like document. 26. HEADINGS. The headings used in these terms and conditions are inserted for the convenience of the parties and shall not define,limit or describe the scope or the intent of the provisions set forth herein. 27. SEVERABILITY.If any of these Terms and Conditions are finally determined to be invalid or unenforceable in whole or part, the remaining provisions shall remain in full force and effect,and be binding upon the parties. The parties agree to reform these Terms and Conditions to replace any such invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the intention of the stricken provision. 28. SURVIVAL. All Terms and Conditions contained herein shall survive the completion of Haley&Aldrich's services on this project or the termination of services for any cause. 29. GOVERNING LAW AND JURISDICTION. This Agreement shall be solely governed, and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws rules. Client agrees to submit and consent to the jurisdiction of the courts present in Massachusetts in any action brought to enforce (or otherwise arising from or relating to)this Agreement. END OF TERMS AND CONDITIONS 2013 Page 4 of 4 HLIELSN tC H Haley&Aldrich,Inc. Palm Springs International Airport Fee Schedule FEES FOR SERVICES plus ten(10)percent or at H&Astandard usage rates Fees for services will be based on the time worked on the including: project by staff personnel plus reimbursable expenses. The a) Transportation and subsistence expenses incurred fee will be computed as follows: for necessary travel,such as: 1. Labor related fees will be computed based on personnel (1) Use of personal or company vehicle at IRS billing rates in effect at the time the services are allowed mileage rates; performed.Personnel billing rates are subject to revision (2) Use of public carriers, airplanes, rental cars, on, or about, 1 January and 1 July of each year. The trucks, boats, or other means of hourly rates are fully inclusive of fringe benefits,bu rden transportation; and fee. Current rates are as follows: b) Shipping charges for water,soil and rock Hourly samples,field testing equipment,etc. Classification Rates c) Disposal costs for soil, rock, waste and/or water Project Support' 79.00 samples at$0.30 per ounce(fluid measure,sample Technician 86.00 container size).Rock core disposal will be at$20.00 Sr.Technician 102.00 per box. Graphics 115.00 d) Expendable personal protective Sr.Graphics 126.00 equipment required for work on the project site. Engineer 1/Geologist 1/Scientist 1 101.00 e) Purchase of specialized equipment and rental Engineer 2/Geologist 2/Scientist 2 107.00 of equipment from outside vendors. Engineer 3/Geologist 3/Scientist 3 121.00 f) Other project-related expenses. Staff Scientist/Geologist/Engineer 126.00 4. Subcontractors engaged to perform test borings or Sr.Scientist/Geologist/Engineer 146.00 other field explorations,analytical chemical laboratory Technical Specialist - 159.00 services,or other services required by the project will Project Coordinator 159.00 be billed at our cost plus ten(10)percent. Sr.Technical Specialist 1 173.00 5. Specialized geotechnical, geophysical . and Project Manager 173.00 environmental instrumentation, • geotechnical Construction Project Manager 173.00 laboratory tests and field supplies required by the Sr.Technical Specialist 2 187.00 project scope will be billed at H&A standard usage rates. Sr.Project Manager 1 187.00 Sr.Construction Project Manager 187.00 6. Computer usage associated with specialized database Senior Consultant 214.00 management systems,specialized analyses and other project-specific technical applications will be billed at Technical Expert 1 214.00 H&A standard usage rates for supporting systems. Sr.Project Manager 2 214.00 Technical Expert 2 231.00 Program Manager 231.00 Construction Program Manager 231.00 Technical Expert 3 275.00 Principal Consultant 275.00 2. Overtime hours will be charged at straight time rates. Fees for pretrial conferences, depositions and expert testimony will be billed at one and one-half(1.5) times the rates quoted above. End of Palm Springs International 3. Direct non-salary expenses will be billed at our cost Airport Fee Schedule 1of1 ► MARKET FACT SHEET Airports Airlines may come and go,but an airport will be a fixture for SERVICES the foreseeable future. Haley&Aldrich creates unique . Risk management and resiliency sustainable solutions to environmental challenges, stakeholder interests,and financial constraints at airports • Corporate sustainability across the country.Our holistic environmental practice • Securing grant funding for environmental projects provides a deep technical understanding of the natural . Implementing alternative fuel projects(including solar) resource challenges at airports and serves as a foundation for a total-systems approach to delivering the most complex • Integrating airport emissions into a environmental projects.As trusted advisors to a multitude State Implementation Plan of airports,we provide the knowledge transfer and strategic •" Environmental reviews for growth.projects thinking needed to collaborate with diverse stakeholder . Collaborative decision making for groups on effective outcomes that address everyone's multi-stakeholder decisions interests.And finally,the Airport Environmental Team at Sustainable Airport Operations Haley&Aldrich is the largest airport-dedicated air quality group in the nation and as such,we are experts at • Green Airport Rating Systems maximizing the potential of various federal grant funding • Energy Efficiency&Renewable Energy programs to make a vision become a reality. . Low Emission Ground Transportation Representative airport clients HI/o-1--.,.-.�G.EG� r Pax INTERNATIONAL CLIENTS . Jai BUFF � �asas * SJU:Puerto Rico I " --� /� IPIEWRI LGA ® YEG:Alberta,Canada �. -+� C J/ ---- ORD ERi�UNV ®.`� JFK ® YYC:Alberta,Canada t 1� MOw � � TEBM PNE ®LGw:London,UK SFO�DAK ;. OENO PHL® LHR:London,UK (sic �,`,CRN1, (D CPH:Copenhagen,Denmark a r 4) BRU:Brussels,Belgium L VNY ILAaBNA o at 1;t aBQ _ �r cEip— . 0 BAH:Muharraq,Bahrain taxes+ a{ PHx: .t ,, MEM 0, e-ti �' SATL�,`t 5AN OFWlA�OAL i"® + AHM { haleY aldrich.com in Of If 1 CH EXHIBIT `B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) 13 Revised:1/31/18 720599.1 INSURANCE 1. Procurement and Maintenance of Insurance. Consultant shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Consultant shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: required is not required; 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Consultant's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and 14 Revised:1/31/18 720599.1 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance.is required, and if Consultant provides claims made professional liability insurance, Consultant shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Consultant's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Consultant's services under this Agreement. Consultant shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured..." ("as respects City of Palm Springs Contract No._" or 'for any and all work performed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self-- insurance the City may have..." ("as respects City of Palm Springs Contract No. or 'for any and all work performed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 15 Revised:1/31/18 720599.1 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall 'be named the certificate holder on the policies. ' All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense .expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Consultant guarantees payment of all deductibles and self-insured. retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 16 Revised:1/31/18 720599.1 ^� HALE&AL-01 CMURPHY ACORO' CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 4/8/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must 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). PRODUCER - CONTACT NAME: Ames&Gough PHONE 859 Willard Street (A/c,No,Ext):(617)328-6565 (Aalc,No):(617)328-6888 Suite 320 ADDRESS:boston@amesgough.com Quincy,MA 02169 INSURERS AFFORDING COVERAGE NAIC# INSURER A:Nautilus Insurance Company A+ XV 17370 INSURED INSURER B: Haley&Aldrich,Inc. 70 Blanchard Road INSURER C Suite 204 INSURER D Burlington,MA 01803 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR I SD WVD MM/DD/YYYY MMIDDIYYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 CLAIMS-MADE �OCCUR ..X X ECP01521598 1/1/2019 1/1/2020 DAMMGETSESO a NTocc ace S 300,000 X includes MED EXP(Any oneperson) S 15,000 X Pollution Coverage PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY❑X P� [X] LOC PRODUCTS-COMP/OP AGG $ 2,000,006 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident S ANY AUTO BODILY INJURY Perperson) S OWNED SCHEDULED AUTOS ONLY AUTOS p BODILY INJURY Per accident S ALKYDS ONLY AUUTOS ONLY Perr a�EciR'den DAMAGE S S UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE S DED I I RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y/N STATUTE EERH ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/M�MBER EXCLUDED? N/A (Mandatory n NH) E.L.DISEASE-EA EMPLOYEE S It yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES ACORD 101,Additional Remarks Schedule,may be attached if more space is required) If Al box is checked,GL Endorsement Form#B UM12000117,applies.All Coverages are in accordance with the policy terms and conditions.Excess Liability, if listed above,sits in excess of the CGLI,Auto,Employers Liability,including Foreign Policy where required by written contract. RE:Consulting Support Services H&A Project#133710-001 The City of Palm Springs,it's officials,employees and agents shall be listed as,additional insured with respect to General Liability where required by written contract.General Liability is Primary&non-contributory.A Waiver of Subrogation and Notice of Cancellation is provided in accordance with the policy terms and conditions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Palm Springs THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN tYACCORDANCE WITH THE POLICY PROVISIONS. 3400 E.Tahquitz Canyon Way,Suite 1 Palm Springs,CA 92262 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Haley & Aldrich Policy # ECP01521598 Eff: 1/1/2019 - 1/1/2020 ENDORSEMENT This endorsement forms a part of the policy to which it is attached.Please read it carefully. ADDITIONAL INSURED- BLANKET-OWNERS, LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the following: COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY Who is An Insured(Section III)is amended to include as an insured: 1. Any person (s)or organization(s)for whom you are performing operations when you and such person (s)or organization(s) have agreed in writing in a contract or written agreement that such person (s)or organization(s)be added as an additional insured on your policy, and 2. Any other person or organization you are required to add as an additional insured under a contract or agreement described in Paragraph 1.above. Such Person(s)or organization(s)is an additional insured only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part,by: 1. Your acts or omissions,or the acts or omissions of those acting on your behalf,in the performance of your ongoing operations for the additional insured;or 2_ Your work performed for such person(s)or organizations(s)and included in the products-completed operations hazard,only when required by the written contract or written agreement. With respect to damages caused by your work,as described above,the coverage provided hereunder shall be primary and not contributing with any other insurance available to those designated above,but only when required by written contract or agreement. With respect to the insurance afforded to these additional insureds,the following is added to Section IV-Limits Oflnsurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement described in Paragraph 1.;or 2. Available under the applicable Limits of insurance shown in the Declarations;whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. BSUM-1200(01/17) Haley&Aldrich (Excerpt)-Policy#ECP01521598 Eff.01/01/2019-01/01/2020 (4) Assist us, upon our request,in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. t d. No insured will, except at that insured's own cost,voluntarily make a payment,assume any obligation, or incur any expense, other than for first aid,without our consent. e. At the time you become aware of an act,error or omission to which this policy applies, if during the policy period you give us written notice containing the following: (1) Details of the actual or alleged act, error or omission and the professional services rendered by you or on your behalf; (2) The specific nature of the damages which have been sustained;and (3) Details of how you first became aware of such act,error or omission; ' then any claim that may subsequently be made against you arising out of such act, error or omission shall q be deemed to have been made on the date we first received written notice of the act, error or omission. This act,error or omission reporting provision shall terminate at the end of the policy period and shall not exist during the Automatic Extended Reporting Period or the Supplemental Extended Reporting Period, t 4. Inspection And Survey With reasonable notice to the insured,we shall be permitted, but not obligated,to inspect the insured's property and/or operations. Neither our right to make inspections or any report thereon,shall constitute an undertaking,on behalf of or for the benefit of you or others,to determine or warrant that such property or operations are safe or in compliance with environmental law, or any other law. 1 6. Legal Action Against Us No person or organization has a right under this policy: I a. To join us as a party or otherwise bring us into a suit asking for damages from an insured;or i b. To sue us on this policy unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this policy or that are in excess of the applicable limit of insurance.An agreed settlement means a settlement and release of liability signed by us,the insured and the claimant or the claimant's legal representative. For purposes of this condition, a consent judgment,stipulated judgment, agreed judgment, consent decree or consent order reached without our written agreement is neither an agreed settlement nor a final judgment. 6. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under this policy, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b.below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary.Then,we will share with all that other insurance by the method described in c.below. b. Excess Insurance This insurance is excess over: r (1) Any of the other insurance,whether primary, excess,contingent or on any other basis: ©2006 by Berkley Specialty underwriting Managers LLC,an affiliate of Nautilus Insurance Company and Great Divide Insurance Company.Al rights reserved. ©1965-2006 by Insurance Services Office,Inc.,material used by permission. ECP0100010 06 Page 22 of 30 0 (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for your work; (b) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you,to cover your liability as a tenant for property damage to premises rented to you or temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, auto or watercraft to the extent not subject to Exclusion d.,of Section I-Coverage A-Bodily Injury And Property Damage Liability. (2) Any other primary insurance available to you covering liability for damages arising out of the premises or operations,or the products and completed operations,for which you have been added as an additional insured by attachment of an endorsement. When this insurance is excess,we will have no duty under this policy to defend the insured against any suit if any other insurer has a duty to defend the insured against that suit. If no other insurer has the obligation to defend,we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance,we will pay only our share of the amount of the loss, } if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and ; II (2) The total of all deductible and self insured retention amounts under all that other insurance. { We will share the remaining loss, if any,with any other insurance that is not described in this Excess ; insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this policy. c. Method Of Sharing i k If all of the other insurance permits contribution by equal shares,we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains,whichever comes first. ' If any of the other insurance does not permit contribution by equal shares,we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the t total applicable Limits of Insurance of all insurers. 7. Premium Audit a. We will compute all premiums for this policy in accordance with our rules and rates. b. Premium shown in this policy as advance premium is a deposit premium only.At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured shown in the Declarations or as amended by endorsement.The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the.sum of the advance and audit premiums paid for the policy period is greater than the earned premium,we will return the excess to the first Named Insured, subject to the minimum premium stated within the policy. c. The first Named Insured must keep records of the information we need for premium computation,and ' send us copies at such times as we may request. d. We may examine and audit your books and records as they relate to this policy at any time during the policy period and up to(3)three years after the end of the policy period. 8. Premium Payment ©2006 by Berkley Specialty Underwriting Managers LLC,an affiliate of Nautilus Insurance Company and Great Divide Insurance Company.All rights reserved. ©1985-2006 by Insurance Services Office,Inc.,material used by permission. ECP0100010 06 Page 23 of 30 Haley&Aldrich Policy No.ECPoi521598 Eff.1/01/19-1/01/20 ENDORSEMENT This endorsement forms a part of the policy to which it is attached. Please read it carefully. NOTICE OF CANCELLATION TO DESIGNATED ENTITIES SCHEDULE Name of Person(s)or Organization(s) Where required by Written contract and on file with the Company and updated list will be provided every 6 months, ., Boston, MA 02129 In consideration of an additional premium of$ Included and.notwithstanding anything contained in the policy to the contrary, it is hereby agreed and understood if the Company cancels this policy on or before the expiration date of the policy,the Company will mail or deliver to the person(s) or organization(s)shown in the schedule above,written notice of cancellation to the address included above not less than 30 days prior to the effective date of cancellation. Proof of mailing of notice shall be sufficient proof of notice. The effective date and hour of cancellation stated in the notice shall be the end of the policy period. This endorsement shall not apply for the following reasons: a. non-payment of premium, or b. the policy is non-renewed for any reason. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. ©2006 by Berkley Specialty Underwriting Managers LLC,an affiliate of Nautilus Insurance Company and Great Divide Insurance Company.All rights reserved. ©1985-2006 by Insurance Services Office,Inc.,material used by permission. ENV 2217 07 07 Page 1 of 1 Haley & Aldrich Policy No.ECP01521598 Eff: 1/1/2019- 1/1/2020 ENDORSEMENT This endorsement forms a part of the policy to which it is attached. Please read it carefully. WAIVER OF SUBROGATION It is agreed that the Company, in the event of any payment under this policy,waives its right of recovery against any Principal, but only at the specific written request of the Named Insured either before or after loss,wherein such waiver has been included before loss as part of a contractual undertaking by the Named Insured. This waiver shall apply only with respect to losses occurring due to operations undertaken as per the specific contract existing between the Named Insured and such Principal and shall not be construed to be a waiver with respect to other operations of such Principal in which the Named Insured has no contractual interest. No waiver of subrogation shall directly or indirectly apply to any employee, employees or agents of either the Named Insured or of the Principal, and the Company reserves its right or lien to be reimbursed from any recovery funds obtained by any injured employee. This waiver does not apply in any jurisdiction or situation where such waiver is held to be illegal or against public policy or in any situation wherein the Principal against whom subrogation is to be waived is found to be solely negligent. ©2006 by Berkley Specialty Underwriting Managers LLC,an affiliate of Nautilus Insurance Company and Great Divide Insurance Company.All rights reserved. 01985-2006 by Insurance Services Office,Inc.,material used by permission. ENV 2004 09 06 Page 1 of 1 Client#:635182 HALEYALD AT ACORDTM CERTIFICATE OF LIABILITY INSURANCE DE(MMID 4E(MIWDD/YYYY) 19 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Deborah HNAME: ogg USI Insurance Services LLC PH°NE 855 874-0123 FAX 781-376-5035 12 Gill Street Suite 5500 'MA Lo Ext: A/c,No ADDRESS: deborah.hogg@usi.com 855 874-0123 Woburn, 01801 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Liberty Insurance Corporation 42404 INSURED INSURER B•Liberty Mutual Fire Insurance Company 23035 Haley 8r Aldrich Inc INSURER C 70 Blanchard Road,Suite 204 INSURER D Burlington, MA 01803-5100 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTRR TYPE OF INSURANCE INSR WVD POLICY NUMBER BR MM/DDY� MM/DDY EXP LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S CLAIMS-MADE OCCUR PREMISES Ea occurrence) 5 MED EXP(Any One person) S PERSONAL&ADV INJURY S GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S PRO- POLICY JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ B AUTOMOBILE LIABILITY AS2Z11254100029 1/01/2019 01/01/202 EaBCCIIdeDSINGLELIMIT S1,000,000 X ANY AUTO BODILY INJURY(Per person) S OWNED SCHEDULED BODILY INJURY(Per accident) S AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY Per accident $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB - CLAIMS-MADE AGGREGATE S DED RETENTION$ S A WORKERS COMPENSATION WC6Z11254100039 1/01/2019 01/01/202 X PTAT OTH- AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1 00O 000 OFFICER/MEMBER EXCLUDED? F_N] N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE S1,000000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) RE: Project 9133710-001,Consulting Support Services. The Automobile Liability policy includes an automatic Additional Insured endorsement that provides Additional Insured status to The City of Palm Springs, its officials,employees and agents,only when there is a written contract that requires such status,and only with regard to work performed on behalf of the named insured.The Automobile Liability policy contains a special endorsement with Primary and (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION ANY OFELLED City of Palm Springs THE SHOULD EXPIRATIONH DATE V THEREOF,E NOTICEI ES WIBLL CBE CDEL VER DO IN 3400 E.Tahquitz Canyon Way,Suite 1 ACCORDANCE WITH THE POLICY PROVISIONS. Palm Springs,CA 92262 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016103) 1 of 2 The ACORD name and logo are registered marks of ACORD #S25422217/M24611664 SZYZP DESCRIPTIONS .(Continued from Page 1) Noncontributory wording,when required by written contract.The Automobile Liability and Workers Compensation policies provide a Blanket Waiver of Subrogation when required by written contract,except as prohibited by law.The Automobile Llability and Workers Compensation policies include an endorsement providing that 30 days notice of cancellation will be given to the Certificate Holder by the Insurance Carrier. SAGITTA 26.3(2016/03) 2 of 2 #S26422217/M24611664 Policy Number AS2-Z11-254100-029 SCHEDULE DESIGNATED INSURED-NONCONTRIBUTING SCHEDULE AC 84 23 08 11 Name of Person(s) or Organizations (s) : Any person or organization where the named insured has agreed by written agreement that this policy will be primary and without right of contribution from any insurance in force for an Additional Insured for liability arising out of your operations, and the agreement was executed prior to one "bodily injury or "property damage", then this insurance will be primary and we will not seek contribution from such insurance. The following is added to the Other Insurance Condition: If you have agreed in a written agreement that this policy will .be primary and without right of contribution from any insurance in force for an Additional Insured for liability arising out of your operations, and the agreement was executed prior to the "bodily injury" or "property damage", then this insurance will be primary and we will not .seek contribution from such insurance. Name of Person(s) or Organizations (s) : STANTEC CONSULTING SERVICES INC. and United States Navy and their respective affiliates, subsidiaries, officers, directors, employees and agents. Regarding Designated Contract or Project: Navy Shipyard project in Kittery Maine. ACS 84 02 0713 ©2013 Liberty Mutual Insurance. All rights reserved. Policy Number AS2-Z1 172541 00-029 Issued by Liberty Mutual Fire Insurance Co. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. Newly Acquired or Formed Organizations II. Employees as Insureds III. Lessor-Additional Insured and Loss Payee IV. Supplementary Payments- Increased Limits V. Fellow Employee Coverage VI. Personal Property of Others VII. Additional Transportation Expense and Cost to Recover Stolen Auto Vill. Airbag Coverage IX. Tapes, Records and Discs Coverage X. Physical Damage Deductible-Single Deductible XI. Physical Damage Deductible-Glass XII. Physical Damage Deductible-Vehicle Tracking System XIII. Duties in Event of Accident, Claim, Suit or Loss XIV. Unintentional Failure to Disclose Hazards XV. Worldwide Liability Coverage- Hired and Nonowned Autos XVI. Hired Auto Physical Damage XVII. Auto Medical Payments Coverage Increased Limits XVIII. Drive Other Car Coverage- Broadened Coverage for Designated Individuals XIX. Rental Reimbursement Coverage XX. Notice of Cancellation or Nonrenewal XXI. Loan/Lease Payoff Coverage XXII. Limited Mexico Coverage XXI II. Waiver of Subrogation I. NEWLY ACQUIRED OR FORMED ORGANIZATIONS Throughout this policy,the words you and your also refer to any organization you newly acquire or form,other than a partnership or joint venture,and over which you maintain ownership of more than 50 percent interest, provided: A. There is no similar insurance available to that organization; B. Unless you notify us to add coverage to your policy,the coverage under this provision is afforded only until: 1. The 90th day after you acquire or form the organization;or 2. The end of the policy period,whichever is earlier;and C. The coverage does not apply to an "accident" which occurred before you acquired or formed the organization. AC 84 07 07 13 ©2013 Liberty Mutual Insurance.All rights reserved. Page 1 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS2-Z11-254100-029 Issued by Liberty Mutual Fire Insurance Co. II. EMPLOYEES AS INSUREDS Paragraph A.1. Who Is An Insured of SECTION II - LIABILITY COVERAGE is amended to add: Your "employee" is an "insured"while using with your permission a covered "auto" you do not own, hire or borrow in your business or your personal affairs. Ill. LESSOR-ADDITIONAL INSURED AND LOSS PAYEE A. Any 'leased auto" will be considered an "auto" you own and not an "auto" you hire or borrow. The coverages provided under this section apply to any'leased auto" until the expiration date of this policy or until the lessor or his or her agent takes possession of the'leased auto"whichever occurs first. B. For any"leased auto"that is a covered"auto"under SECTION II- LIABILITYCOVERAGE,Paragraph A.1. Who IsAn Insured provision is changed to include as an"insured"the lessor of the"leased auto".However, the lessor is an "insured"only for"bodily injury"or."property damage" resulting from the acts or omissions by: 1. You. 2. Any of your"employees"or agents;or 3. Any person,except the lessor or any"employee"or agent of the lessor,operating a"leased auto"with the permission of any of the above. C. Loss Payee Clause 1. We will pay,as interests may appear,you and the lessor of the"leased auto"for"loss"to the covered "leased auto". 2. The insurance covers the interest of the lessor of the 'leased auto" unless the 'loss" results from fraudulent acts or omissions on your part. 3. If we make any payment to the lessor of a 'leased auto", we will obtain his or her rights against any other party. D. Cancellation 1. If we cancel the policy,we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2. If you cancel the policy,we will mail notice to the lessor. 3. Cancellation ends this agreement. E. The lessor is not liable for payment of your premiums. F. For purposes of this endorsement,the following definitions apply: "Leased auto"means an "auto"which you lease for a period of six months or longer for use in your business, including any"temporary substitute"of such'leased auto". AC 84 07 07 13 ©2013 Liberty Mutual Insurance. All rights reserved. Page 2 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS2-Z1 1-2541 00-029 Issued by Liberty Mutual Fire Insurance Co. "Temporary substitute"means an "auto" that is furnished as a substitute for a covered "auto" when the covered"auto"is out of service because of its breakdown, repair,servicing, "loss"or destruction. IV. SUPPLEMENTARY PAYMENTS- INCREASED LIMITS Subparagraphs A.2.a.(2)and A.2.a.(4)of SECTION 11-LIABILITYCOVERAGE are deleted and replaced by the following: (2) Up to$3,000 for the cost of bail bonds (including bonds for related traffic law violations)required because of an"accident"we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the"insured"at our request,including the actual loss of earnings up to $500 a day because of time off from work. V. FELLOW EMPLOYEE COVERAGE A. Exclusion B.5.of SECTION II- LIABILITY COVERAGE does not apply. B. For the purpose of Fellow Employee Coverage only, Paragraph B.5.of BUSINESS AUTO CONDITIONS is changed as follows: This Fellow Employee Coverage is excess over any other collectible insurance. VI. PERSONAL PROPERTY OF OTHERS Exclusion 6. in SECTION 11-LIABILITY COVERAGE for a covered "auto" is amended to add: This exclusion does not apply to"property damage" or"covered pollution cost or expense"involving"personal property"of your "employees" or others while such property is carried by the covered "auto". The Limit of Insurance for this coverage is$5,000 per"accident".Payment under this coverage does not increase the Limit of Insurance. For the purpose of this section of this endorsement, "personal property"is defined as any property that is not used in the individual's trade or business or held for the production or collection of income. VI I.ADDITIONAL TRANSPORTATION EXPENSE AND COST TO RECOVER STOLEN AUTO A. Paragraph A.4.a. of SECTION III- PHYSICAL DAMAGE COVERAGE is amended as follows: The amount we will pay is increased to$50 per day and to a maximum limit of$1,000. B. Paragraph A.4.a. of SECTION III- PHYSICAL DAMAGE COVERAGE is amended to add the following: If your business is shown in the Declarations as something other than an auto dealership,we will also pay up to$1,000 for reasonable and necessary costs incurred by you to return a stolen covered"auto"from the place where it is recovered to its usual garaging location. VIII.AIRBAG COVERAGE Exclusion B.3.a. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add: This exclusion does not apply to the accidental discharge of an airbag. AC 84 07 0713 ©2013 Liberty Mutual Insurance. All rights reserved. Page 3 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS2-Zii-254100-029 Issued by Liberty Mutual Fire Insurance Co. IX. TAPES, RECORDS AND DISCS COVERAGE Exclusion B.4.a.of SECTION III- PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following: a. Tapes, records,discs or other similar audio,visual or data electronic devices designed for use with audio, visual,or data electronic equipment except when the tapes,records,discs or other similar audio, visual or data electronic devices: (1) Are your property or that of a family member; and (2) Are in a covered "auto" at the time of"loss". The most we will pay for"loss"is$200. No Physical Damage Coverage deductible applies to this coverage. X. PHYSICAL DAMAGE DEDUCTIBLE-SINGLE DEDUCTIBLE Paragraph D. in SECTION III- PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following: D. Deductible For each covered"auto",our obligation to pay for, repair,return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to"loss"caused by fire or lightning. When two or more covered"autos"sustain"loss"in the same collision,the total of all the"loss"for all the involved covered "autos" will be reduced by a single deductible, which will be the largest of all the deductibles applying to all such covered"autos". XI. PHYSICAL DAMAGE DEDUCTIBLE-GLASS Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add: No deductible applies to"loss"to glass if you elect to patch or repair it rather than replace it. XII. PHYSICAL DAMAGE DEDUCTIBLE-VEHICLE TRACKING SYSTEM Paragraph D. in SECTION III -PHYSICAL DAMAGE COVERAGE is amended to add: Any Comprehensive Coverage Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global positioning device and that device was the method of recovery of the vehicle. XIII.DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Subparagraphs A.2.a. and A.2.b. of SECTION IV-BUSINESS AUTO CONDITIONS are changed to: a. In the event of"accident",claim,"suit"or"loss",your insurance manager or any other person you designate must notify us as soon as reasonably possible of such"accident",claim, "suit"or"loss". Such notice must include: (1) How,when and where the"accident"or"loss"occurred; AC 84 07 0713 . ©2013 Liberty Mutual Insurance. All rights reserved. Page 4 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS2-Z1 1-2541 00-029 Issued by Liberty Mutual Fire Insurance Co. (2) The"insured's"name and address;and (3) To the extent possible,the names and addresses of any injured persons and witnesses. Knowledge of an "accident", claim, "suit" or "loss" by your agent, servant or "employee" shall not be considered knowledge by you unless you,your insurance manager or any other person you designate has received notice of the"accident", claim, "suit"or"loss"from your agent,servant or"employee". b. Additionally, you and any other involved"insured"must: (1) Assume no obligation, make no payment or incur no expense without our consent, except at the "insured's"own cost. (2) Immediately send us copies of any request,demand, order, notice,summons or legal paper received concerning the claim or"suit". (3) Cooperate with us in the investigation or settlement of the claim or defense against the"suit". (4) Authorize us to obtain medical records or other pertinent information. (5) Submit to examination, at our expense, by physicians of our choice,as often as we reasonably require. XIV. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. in SECTION IV- BUSINESS AUTO CONDITIONS is amended to add the following: Any unintentional failure to disclose all exposures or hazards existing as of the effective date of the Business Auto Coverage Form or at any time during the policy period will not invalidate or adversely affect the coverage for.such exposure or hazard. However,you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery XV.WORLDWIDE LIABILITY COVERAGE- HIRED AND NONOWNED AUTOS Condition B.7. in SECTION IV-BUSINESS AUTO CONDITIONS is amended to include the following: For"accidents"resulting from the use or operation of covered "autos"you do not own,the coverage territory means all parts of the world subject to the following provisions: a. If claim is made or "suit" is brought against an "insured" outside of the United States of America, its territoriesand possessions,Puerto Rico and Canada,we shall have the right,but not the dutyto investigate, negotiate, and settle or defend such claim or"suit". If we do not exercise that right, the "insured" shall have the duty to investigate,negotiate,and settle or defend the claim or "suit" and we will reimburse the "insured" for the expenses reasonably incurred in connection with the investigation,settlement or defense. Reimbursement will be paid in the currency of the United States of America at the rate of exchange prevailing on the date of reimbursement. The "insured"shall provide us with such information we shall reasonably request regarding such claim or "suit"and its investigation, negotiation, and settlement or defense. The "insured"shall not agree to any settlement of the claim or "suit"without our consent. We shall not unreasonably withhold consent. AC 84 07 0713 ©2013 Liberty Mutual Insurance.All rights reserved. Page 5 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS2-Z1 1-2541 00-029 Issued by Liberty Mutual Fire Insurance Co. b. We are not licensed to write insurance outside of the United States of America,its territories or possessions, Puerto Rico and Canada. We will not furnish certificatesof insurance or other evidence of insurance you may need for the purpose of complying with the laws of other countries relating to auto insurance. Failure to comply with the auto insurance laws of other countries may result in fines or penalties. This insurance does not apply to such fines or penalties. XVI. HIRED AUTO PHYSICAL DAMAGE If no deductibles are shown in the Declarations for Physical Damage Coverage for Hired or Borrowed Autos, the following will apply: A. We will pay for 'loss" under Comprehensive and Collision coverages to a covered "auto" of the private passenger type hired without an operator for use in your business: 1. The most we will pay for coverage afforded by this endorsement is the lesser of: a. The actual cost to repair or replace such covered"auto'with other property of like kind and quality; or b. The actual cash value of such covered"auto'at the time of the'loss". 2. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total 'loss". 3. If a repair or replacement results in better than like kind or quality,we will not pay for the amount of the betterment. B. For each covered "auto', our obligation to pay for, repair, return or replace the covered "auto' will be reduced by any deductible shown in the Declarations that applies to private passenger"autos"that you own. If no applicable deductible is shown in the Declarations,the deductible will be$250. If the Declarations show other deductibles for Physical Damage Coverages for Hired or Borrowed Autos, this Section XVI of this endorsement does not apply. C. Paragraph A.4.b. of SECTION III-PHYSICAL DAMAGE COVERAGE is replaced by: b. Loss of Use Expenses For Hired Auto Physical Damage provided by this endorsement, we will pay expenses for which an "Insured"becomes legally responsible to pay for loss of use of a private passenger vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use expenses caused by: (1) Other than collision only if the Declarations.!ndicate that Comprehensive Coverage is provided for any covered "auto'; (2) Specified Causes of Loss only if the Declarations indicate that.Specified Causes of Loss Coverage is provided for any covered "auto';or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto'. AC 84 07 07 13 ©2013 Liberty Mutual Insurance. All rights reserved. Page 6 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS2-Z1 1-2541 00-029 Issued by Liberty Mutual Fire Insurance Co. However,the most we will pay under this coverage is$30 per day, subject to a maximum of$900. XVII.AUTO MEDICAL PAYMENTS COVERAGE- INCREASED LIMITS For any covered"loss",the Limit of Insurance for Auto Medical Payments will be double the limit shown in the Declarations if the"insured"was wearing a seat belt at the time of the"accident".This is the maximum amount we will pay for all covered medical expenses, regardless of the number of covered "autos", "insureds", premiums paid,claims made, or vehicles involved in the"accident". If no limit of insurance for Auto Medical Payments is shown on the Declarations,this paragraph Section XVI I of this endorsement does not apply. XVIII. DRIVE OTHER CAR COVERAGE- BROADENED COVERAGE FOR DESIGNATED INDIVIDUALS A.This endorsement amends only those coverages indicated with an"X"in the Drive Other Car section of the Schedule to this endorsement. B.SECTION II - LIABILITY COVERAGE is amended as follows: 1. Any"auto"you don't own, hire or borrow is a covered"auto"for Liability Coverage while being used by any individual named in the Drive Other Car section of the Schedule to this endorsement or by his or her spouse while a resident of the same household except: a. Any"auto"owned by that individual or by any member of his or her household;or b. Any "auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos". 2. The following is added to Who Is An Insured: Any individual named in the Drive Other Car section of the Schedule to this endorsement and his or her spouse, while a resident of the same household, are "insureds" while using any covered "auto" described in Paragraph B.I. of this endorsement. C. Auto Medical Payments, Uninsured Motorist, and Underinsured Motorist Coverages are amended as follows: The following is added to Who Is An Insured: Any individual named in the Drive Other Car section of the Schedule to this endorsement and his or her "family members"are"insured"while"occupying"or while a pedestrian when struck by any"auto"you don't own except: Any"auto"owned by that individual or by any"family member". D.SECTION III -PHYSICAL DAMAGE COVERAGE is changed as follows: Any private passenger type "auto" you don't own, hire or borrow is a covered "auto" while in the care, custody or control of any individual named in the Drive Other Car section of the Schedule to .this endorsement or his or her spouse while a resident of the same household except: 1. Any"auto"owned by that individual or by any member of his or her household;or AC 84 07 07 13 ©2013 Liberty Mutual Insurance. All rights reserved. Page 7 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS2-Z1 1-2541 00-029 Issued by Liberty Mutual Fire Insurance Co. 2. Any"auto"used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos". E. For purposes of this endorsement,SECTION V- DEFINITIONS is amended to add the following: "Family member" means a person related to the individual named in the Drive Other Car section of the Schedule to this endorsement by blood, marriage or adoption who is a resident of the individual's household,.including a ward or foster child. XIX. RENTAL REIMBURSEMENT COVERAGE A. For any owned covered"auto"for which Collision and Comprehensive Coverages are provided,we will pay for rental reimbursement expenses incurred by you for the rental of an "auto" because of a covered physical damage "loss" to an owned covered "auto". Such payment applies in addition to the otherwise applicable amount of physical damage coverage you have on a covered"auto".No deductibles apply to this coverage. B. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending with the earlier of the return or repair of the covered"auto", or the exhaustion of the coverage limit. C. Our payment is limited to the lesser of the following amounts: 1. Necessary and actual expenses incurred;or 2. $30 per day with a maximum of$900 in any one period. D. This coverage does not apply: 1. While there are spare or reserve"autos"available to you for your operations;or 2. If coverage is provided by another endorsement attached to this policy. E. If a covered"loss"results from the total theft of a covered"auto"of the private passenger type,we will pay under this coverage only that amount of your rental reimbursement expenseswhich is not already provided for under Paragraph A.4.Coverage Extensionsof SECTION III—PHYSICAL DAMAGE COVERAGE of the Business Auto Coverage Form or Section VII of.this endorsement. XX.NOTICE OF CANCELLATION OR NONRENEWAL A. Paragraph A.2. of the COMMON POLICY CONDITIONS is changed to: 2. We may cancel or non-renew this policy by mailing written notice of cancellation or non-renewal to the Named Insured, and to any name(s) and address(es) shown in the Cancellation and Non-renewal Schedule: a. For reasons of non-payment,the greater of: (1) 10 days;or (2) The number of days specified in any other Cancellation Condition attached to this policy;or b. For reasons other than non-payment,the greater of: AC 84 07 0713 ©2013 Liberty Mutual Insurance. All rights reserved. Page 8 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS2-Z11-254100-029 Issued by Liberty Mutual Fire Insurance Co. (1) 60 days; (2) The number of days shown in the Cancellation and Non-renewal Schedule;or (3) The number of days specified in any other Cancellation Condition.attached to this policy, prior to the effective date of the cancellation or non-renewal. B. All other terms of Paragraph A. of the COMMON POLICY CONDITIONS,and any amendments thereto, remain in full force and effect. XXI. LOAN/LEASE PAYOFF COVERAGE The following is added to Paragraph C. Limit of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGE: In the event of a total "loss" to a covered "auto" of the private passenger type shown in the schedule or declarations for which Collision and Comprehensive Coverage apply, we will pay any unpaid amount due on the lease or loan for that covered "auto", less: 1. The amount paid under the PHYSICAL DAMAGE COVERAGE SECTION of the policy;and 2. Any: a. Overdue lease/loan payments at the time of the"loss"; b. Financial penalties imposed under a lease for excessive use,abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor; d. Costsfor extended warranties,Credit Life Insurance,Health,Accidentor Disability Insurance purchased with the loan or lease;and e. Carry-over balances from previous loans or leases. This coverage is limited to a maximum of$1500 for each covered"auto". XXII. LIMITED MEXICO COVERAGE WARNING AUTO ACCIDENTS IN MEXICOARE SUBJECTTO THE LAWS OF MEXICOONLY- NOT THE LAWS OF THE UNITED STATES OF AMERICA. THE REPUBLIC OF MEXICO CONSIDERS ANY AUTO ACCIDENT A CRIMINAL OFFENSEAS WELL AS A CIVIL MATTER. IN SOME CASES THE COVERAGE PROVIDED UNDER.THIS ENDORSEMENT MAY NOT BE RECOGNIZED BY THE MEXICAN AUTHORITIES AND WE MAY NOT BE ALLOWED TO IMPLEMENTTHIS COVERAGE AT ALL IN MEXICO. YOU SHOULD CONSIDER PURCHASING AUTO COVERAGE FROM A LICENSED MEXICAN INSURANCE COMPANY BEFORE DRIVING INTO MEXICO. THIS ENDORSEMENT DOES NOT APPLY TO ACCIDENTS OR LOSSES WHICH OCCUR BEYOND 25 MILES FROM THE BOUNDARY OF THE UNITED STATES OF AMERICA. AC 84 07 07 13 ©2013 Liberty Mutual Insurance. All rights reserved. Page 9 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS2-Z1 1-2541 00-029 Issued by Liberty Mutual Fire Insurance Co. A. Coverage 1. Paragraph B.7.of SECTION IV- BUSINESSAUTO CONDITIONS is amended by the addition of the following: The coverage territory is extended to include Mexico but only if all of the following criteria are met: a. The"accidents"or"loss"occurs within 25 miles of the United States border;and b. While on a trip into Mexico for 10 days or less. 2. For coverage provided by this section of the, endorsement, Paragraph B.5. Other Insurance in SECTION IV- BUSINESS AUTO CONDITIONS is replaced by the.following: The insurance provided by this endorsement will be excess over any other collectible insurance. B. Physical Damage Coverage is amended by the addition of the following: If a 'loss" to a covered "auto" occurs in Mexico,we will pay for such 'loss" in the United States.'If the covered"auto" must be repaired in Mexico in order to be driven,we will not pay more than the actual cash value of such 'loss"at the nearest United States point where the repairs can be made. C. Additional Exclusions The following additional exclusions are added: This insurance does not apply: 1. If the covered"auto"is not principally garaged and principally used in the United States. 2. To any"insured"who is not a resident of the United States. XXIII.WAIVER OF SUBROGATION Paragraph A.5. in. SECTION IV - BUSINESS AUTO CONDITIONS does not apply to any person or organization where the Named Insured has agreed, by written contract executed prior to the date of "accident",to waive rights of recovery against such person or organization. AC 84 07 0713 ©2013 Liberty Mutual Insurance. All rights reserved. Page 10 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS2-Z1 1-2541 00-029 Issued by Liberty Mutual Fire Insurance Co. Schedule Premium Liability INCL Physical Damage INCL Total Premium INCL V. Fellow Employee Schedule of Employees: Your"employee,"but only for acts within the scope of their employment by you. XVIII. Drive Other Car LIAB MP UM UIM COMP COLL Name of Individual Not Applicable XX. Notice of Cancellation or Nonrenewal Name and Address Number of Days 90 This endorsement applies in all states except: AL,AZ,AR, CA, CO, CT, DE, DC, GA, ID, KS, KY, LA, MI, MN, MO, MT, NJ, NY, NC, ND, OK, PA, RI, SD,TX, UT, VT, VA, WA, WV, WI, WY AC 84 07 0713 ©2013 Liberty Mutual Insurance. All rights reserved. Page 11 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission.