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HomeMy WebLinkAboutA6721 - MSA CONSULTING INC - CIVIL ENGR DESING SVCS FOR DOWNTOWN EVENT CTR CP 15-07 PROFESSIONAL SERVICES AGREEMENT CIVIL ENGINEERING DESIGN SERVICES DOWNTOWN EVENT CENTER CITY PROJECT NO. 15-07 THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement') is entered into, and effective on —09a 11 , 2015, between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, ("City') and MSA Consulting, Inc., a California corporation, ("Consultant'). City and Consultant are individually referred to as 'Party" and are collectively referred to as the 'Parties'. RECITALS A. City has determined that there is a need for professional civil engineering design services for the Downtown Event Center, City Project No. 15-07, (the 'Project'). B. Consultant has submitted to City a proposal to provide professional civil engineering design services to City for the Project under the terms of this Agreement. C. Consultant is qualified by virtue of its experience, training, education, reputation, and expertise to provide these services and has agreed to provide such services as provided in this Agreement. D. City desires to retain Consultant to provide such professional services. In consideration of these promises and mutual obligations, covenants, and conditions, the Parties agree as follows: AGREEMENT 1. SERVICES OF CONSULTANT 1.1 Scope of Services.In compliance with all terms and conditions of this Agreement, Consultant agrees to perform the professional services set forth in the Scope of Services described in Exhibit "A" (the "Services" or "Work') , which is attached and incorporated by reference. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that Consultant is a provider of first class work and professional services and that Consultant is experienced in performing the Work and Services contemplated and, in light of such status and experience, Consultant covenants that it shall follow the highest professional standards in performing the Work and Services required in this Agreement. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized as high quality among well-qualified and experienced professionals performing similar work under similar circumstances. Page 1 of 20 �taJtaR 1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Scope of Services; (3) the Consultant's signed, original proposal submitted to the City ("Consultant's Proposal"), (collectively referred to as the "Contract Documents"). The Consultant's Proposal is attached as Exhibits "B," and is incorporated by reference and made a part of this Agreement. The Scope of Services shall include the Consultant's Proposal. All provisions of the Scope of Services and the Consultant's Proposal shall be binding on the Parties. Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1') the provisions of the Scope of Services (Exhibit "A"); (2nd) the terms of this Agreement; and, (3'd) the provisions of the Consultant's Proposal (Exhibit "B"). 1.3 Compliance with Law. Consultant warrants that all Services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations. 1.4 Licenses, Permits, Fees, and Assessments. Consultant represents and warrants to City that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work and Services required by this Agreement. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, qualification, or approval that is legally required for Consultant to perform the Work and Services under this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the Work and Services required by this Agreement. Consultant shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City to the fullest extent permitted by law. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services. Should the Consultant discover any latent or unknown conditions that will materially affect the performance of the Services, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City. 1.6 Care of Work. Consultant shall adopt reasonable methods during the term of the Agreement to furnish continuous protection to the Work and the equipment, materials, papers, documents, plans, studies, and/or other components to prevent Page 2 of 20 losses or damages. Consultant shall be responsible for all such damages, to persons or property, until acceptance of the Work by the City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to cant' out the purposes of this Agreement. 1.8 Additional Services. City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from such Work. No such extra work may be undertaken unless a written order is first given by the City to the Consultant, incorporating any adjustment in (i) the Maximum Contract Amount, as defined below, and/or (ii) the time to perform this Agreement. Any adjustments must also be approved in writing by the Consultant. Any increase in compensation of up to twenty-five percent (25%) of the Maximum Contract Amount or $25,000, whichever is less, or in the time to perform of up to thirty (30) days, may be approved by the City Manager, or his designee, as may be needed to perform any extra work. Any greater increases, occurring either separately or cumulatively, must be approved by the Palm Springs City Council. It is expressly understood by Consultant that the provisions of this section shall not apply to the services specifically set forth or reasonably contemplated within the Scope of Services. 2. COMPENSATION 2.1 Maximum Contract Amount. For the Services rendered under this Agreement, Consultant shall be compensated by City in accordance with the Schedule of Compensation, which is attached as Exhibit "D" and incorporated in this Agreement by reference. Compensation shall not exceed the maximum contract amount of One Hundred Seventy Thousand Seven Hundred Dollars, ($170,700.00) ("Maximum Contract Amount") and the maximum amount for each task shall not exceed the amount specified in Exhibit "C" for each such task, except as may be provided under Section 1.8. The method of compensation shall be as set forth in Exhibit "C." Compensation for necessary expenditures for reproduction costs, telephone expenses, and transportation expenses must be approved in advance by the Contract Officer designated under Section 4.2 and will only be approved if such expenses are also specified in the Schedule of Compensation. The Maximum Contract Amount shall include the attendance of Consultant at all Project meetings reasonably deemed necessary by the City. Consultant shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings. Consultant accepts the risk that the services identified in the Scope of Services may be more costly and/or time-consuming than Consultant anticipates, that Consultant shall not be entitled to additional compensation, and that the provisions of Section 1.8 shall not be applicable to the services identified in the Scope of Services. The maximum amount of city's payment obligation under this section is the amount specified in this Agreement. If the City's maximum payment obligation is Page 3 of 20 reached before the Consultant's Services under this Agreement are completed, Consultant shall complete the Work and City shall not be liable for payment beyond the Maximum Contract Amount. 2.2. Method of Payment. Unless another method of payment is specified in the Schedule of Compensation (Exhibit "C"), in any month in which Consultant wishes to receive payment, Consultant shall submit to the City an invoice for services rendered prior to the date of the invoice. The invoice shall be in a form approved by the City's Finance Director and must be submitted no later than the tenth (10) working day of such month. Such requests shall be based upon the amount and value of the services performed by Consultant and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Consultant within forty-five (45) days after receipt of the invoice or as soon as is reasonably practical. There shall be a maximum of one payment per month. 2.3 Changes in Scope. In the event any change or changes in the Scope of Services 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. 2.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated by the City Council for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City. 3. SCHEDULE OF PERFORMANCE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 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 attached Schedule of Performance (Exhibit "D"), incorporated by reference. 3.2 Schedule of Performance. Consultant shall commence the Services under this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period(s) established in the Schedule of Performance. When requested by Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but such extensions Page 4 of 20 shall not exceed one hundred eighty (180) days cumulatively; however, the City shall not be obligated to grant such an extension. 3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the Services rendered under this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant (financial inability excepted) if Consultant, within ten (10) days of the commencement of such delay, notifies the Contract Officer in writing of the causes of the delay. Unforeseeable causes include, but are not limited to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City. The City Manager shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the judgment of the City Manager such delay is justified. The City Manager's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement under this section. 3.4 Term. Unless earlier terminated under this Agreement, this Agreement shall commence upon the effective date of this Agreement and continue in full force and effect until completion of the Services. However, the term shall not exceed three (3) years from the commencement date, except as otherwise provided in the Schedule of Performance described in Section 3.2 above. Any extension must be through mutual written agreement of the Parties. 3.5 Termination Prior to Expiration of Term. City may terminate this Agreement for its convenience at any time, without cause, in whole or in part, upon giving Consultant thirty (30) days written notice. 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 such notice, City shall pay Consultant for Services performed through the date of termination. Upon receipt of such notice, Consultant shall immediately cease all work under this Agreement, unless stated otherwise in the notice or by written authorization of the Contract Officer. After such notice, Consultant shall have no further claims against the City under this Agreement. Upon termination of the Agreement under this section, Consultant shall submit to the City an invoice for work and services performed prior to the date of termination. Consultant may terminate this Agreement, with or without cause, upon sixty (60) days written notice to the City, except that where termination is due to material default by the City, the period of notice may be such shorter time as the Consultant may determine. 4. COORDINATION OF WORK Page 5 of 20 4.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act in its behalf and make all decisions with respect to the Services to be performed under this Agreement: Jerry Oaburn. It is expressly understood that the experience, knowledge, education, capability, expertise, 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 performed hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 4.2 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 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. 4.3 Prohibition Against Subcontracting or Assianments. The experience, knowledge, capability, expertise, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not assign full or partial performance of this Agreement, nor any monies due, voluntarily or by operation of law, without the prior written consent of City. Consultant shall not contract with any other entity to perform the Services required under this Agreement without the prior written consent of City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the Work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. In addition, neither this Agreement nor any interest in this Agreement may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. Transfers restricted in this Agreement shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any liability under this Agreement without the express written consent of City. 4.4 Independent Contractor. The legal relationship between the Parties is that of an independent contractor, and nothing shall be deemed to make Consultant a City employee. A. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act or Page 6 of 20 represent themselves as City officers or employees. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement. Consultant, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City's offices. City shall have no voice in the selection, discharge, supervision, or control of Consultant's employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Consultant shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers' compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Consultant in its business or otherwise a joint venturer or a member of any joint enterprise with Consultant. B. Consultant shall not have any authority to bind City in any manner. This includes the power to incur any debt, obligation, or liability against City. C. No City benefits shall be available to Consultant, its officers, employees, or agents in connection with any performance under this Agreement. Except for professional fees paid to Consultant as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, or agents, for injury or sickness arising out of performing Services. If for any reason any court or governmental agency determines that the City has financial obligations, other than under Section 2 and Subsection 1.8 in this Agreement, of any nature relating to salary, taxes, or benefits of Consultant's officers, employees, servants, representatives, subcontractors, or agents, Consultant shall indemnify City for all such financial obligations. 5. INSURANCE 5.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and expense, the insurance described below. The insurance shall be for the duration of this Agreement and includes any extensions, unless otherwise specified in this Agreement. The insurance shall be procured in a form and content satisfactory to City. The insurance shall apply against claims which may arise from the Consultant's performance of Work under this Agreement, including Consultant's agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. Consultant shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified in this Agreement. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all Page 7 of 20 insurance provided under this Agreement shall be on an occurrence basis. The minimum amount of insurance required shall be as follows: A. Errors and Omissions Insurance. Consultant shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form professional liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two-million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section. (1) Consultant shall either: (a) certify in writing to the City that Consultant is unaware of any professional liability claims made against Consultant and is unaware of any facts which may lead to such a claim against Consultant; or (b) if Consultant does not provide the certification under (a), Consultant shall procure from the professional liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services under this Agreement. (2) If the policy of insurance is written on a "claims made" basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended "tail" coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager. (3) In the event the policy of insurance is written on an "occurrence" basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement. B. Workers' Compensation Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers' compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Consultant agrees to waive and obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. Page 8 of 20 C. Commercial General Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. D. Business Automobile Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars. E. Employer Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00)for bodily injury or disease. 5.2 Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or services under this Agreement. Consultant guarantees payment of all deductibles and self-insured retentions. City reserves the right to reject deductibles or self-insured retentions in excess of $10,000, and the City Manager or his/her designee may require evidence of pending claims and claims history as well as evidence of Consultant's ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of $10,000. 5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Consultant under this Agreement: 5.3.1 For any claims related to this Agreement, Consultant's coverage shall be primary insurance with respect to the City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. 5.3.2 Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers. 5.3.3 All insurance coverage and limits provided by Consultant and Page 9 of 20 available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage. 5.3.4 No required insurance coverages may include any limiting endorsement which substantially impairs the coverages set forth in this Agreement (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing. 5.3.5 Consultant agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Consultant's obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement. 5.3.6 Consultant agrees to ensure that subcontractors, and any other parties involved with the Project who are brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the Project will be submitted to the City for review. 5.3.7 Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non- compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights in this or any other regard. 5.3.8 Consultant shall provide proof that policies of insurance required in this Agreement, expiring during the term of this Agreement, have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be Page 10 of 20 provided to City no later than ten (10) days prior to expiration of the lapsing coverage. 5.3.9 Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements, or as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 5.3.10 The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impair the provisions of this section. 5.3.11 Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims. 5.3.12 Consultant agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages resulting from the Consultant's activities or the activities of any person or person for which the Consultant is otherwise responsible. 5.4 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 such requirements are waived in writing by the City Manager or his designee due to unique circumstances. 5.5 Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting 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. Page 11 of 20 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. 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. 6. INDEMNIFICATION 6.1 Indemnification and Reimbursement. 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 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, from 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, that arise out of or relate to Consultant's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected Page 12 of 20 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. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 6.2 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 6.1 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. REPORTS AND RECORDS 7.1 Accounting 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 to 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, Page 13 of 20 including the right to inspect, copy, audit, and make records and transcripts from such records. 7.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. Consultant acknowledges that the City is greatly concerned about the cost of the Work and Services to be performed under this Agreement. For this reason, Consultant agrees that Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the contemplated Work or Services. If Consultant is providing design services, Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost for the project being designed if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the design services. 7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered 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 of ownership of the documents and materials. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and the City shall indemnify the Consultant for all resulting damages. Consultant may retain copies of such documents for their own use. Consultant shall have an unrestricted right to use the concepts embodied tin this Agreement. Consultant shall ensure that all its subcontractors shall provide for assignment to City of any documents or materials prepared by them. In the event Consultant fails to secure such assignment, Consultant shall indemnify City for all resulting damages. 7.4 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. All information gained by Consultant in the performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. 7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Consultant shall provide City, or other agents of City, such access to Consultant's books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Consultant's performance under this Agreement. Consultant shall maintain such books, records, Page 14 of 20 data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 8. ENFORCEMENT OF AGREEMENT 8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as 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. 8.2 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 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. 8.3 Default of Consultant. Consultant's failure to comply with any provision of this Agreement shall constitute a default. A. If the City Manager, or his designee, determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Consultant shall be liable for all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing shall limit City's right to terminate this Agreement without cause under Section 3.5. B. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.3A, take over the work and prosecute the same to completion by contract or otherwise. The Consultant shall be liable to the extent that the total cost for completion Page 15 of 20 of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages). The City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Consultant shall not limit Consultant's liability for completion of the Services as provided in this Agreement. 8.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions. 8.5 Rights and Remedies 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 and 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. 8.6 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, remedy or recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or non-judicial proceeding within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding. Page 16 of 20 9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 9.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. No officer or employee of the City shall have any direct or indirect financial interest in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects their financial interest or the financial interest of any corporation, partnership, or association in which he/she is, directly or indirectly, interested in violation of any state statute or regulation. 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. 9.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, marital status, ancestry, or national origin. Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, age, marital status, ancestry, or national origin. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 10. MISCELLANEOUS PROVISIONS 10.1 Patent and Copyright Infringement. To the fullest extent permissible under law, and in lieu of any other warranty by City or Consultant against patent or copyright infringement, statutory or otherwise: A. It is agreed that Consultant shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall pay all costs and damages finally awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the suit or claim and given authority, information and assistance at Consultant's expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the negligence, recklessness or willful misconduct of Consultant. However, Consultant will not indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that City's alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by Consultant when it is such use in combination which Page 17 of 20 infringes upon an existing U.S. letters patent or copyright. B. Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Consultant's expense. Consultant shall not be obligated to indemnify City under any settlement that is made without Consultant's consent, which shall not be unreasonably withheld. If the use or sale of such item is enjoined as a result of the suit or claim, Consultant, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto. 10.2 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. All notices shall be personally delivered, sent by pre- paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission. All notices shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, and instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows: To Citv: City of Palm springs Attention: City Manager & City Clerk 3200 E. Tahquitz Canyon Way Palm springs, California 92262 Telephone: (760) 323-8204 Facsimile: (760) 323-8332 To Consultant: MSA Consulting, Inc. 34200 Bob Hope Drive Rancho Mirage, CA 92270 Attention: Jerry Ogburn Telephone: (760) 320-9811 Facsimile: (760) 323-7893 10.3 Intearated Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. Page 18 of 20 10.4 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 10.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless. 10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 10.6 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. 10.7 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. 10.8. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound. [SIGNATURES ON NEXT PAGE] Page 19 of 20 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: « By:� David H. Ready City Manager 1►1>r' ors r� g r n -'� AF F W17- - Y� ,if�-nliva!! APPROVED AS TO FORM: ATTEST kolBy: lrl� By— Douglaj C. Holland, ames Thompson, City Attorney City Clerk APPROVED BY CITY COUNCIL: Date: Agreement No. Corporations require two notarized signatures. One signature mists be from Chairman of Board, President, or any Vice President. The second signature per( be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer. CONSULTANT NAME: MSA Consulting, Inc. 34200 Bob Hope Drive Rancho Mirage, CA 92270 By By Signature (Notarized) Signature(Notarized) Julian A. De LaTorre, Vice President Michael D. Oehlbaum, CFO Page 20 of 20 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 'CF'X+ cMMNMM%h£.M.F,C' .CIZ�-iLFYri`1e(f.esh'd4-- c-----^vn.t> A notary public or other officer completing this certificate verifies only the identity of the ind vidual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California ) County of 11 VPrS dE, .J/ ) On J o-ti L ,_e 15" before me, A n (I rA- k e I NC �C• C4 -pt; l L Date TT Tor Insert Name and Title oft the Officer personally appeared wl L( h A De �A- 1 p r r , rrn k Name(s)of Signers) I�ll;c�ti�.til T. beivlbat:.�n who proved to me on the basis of satisfactory evidence to be the person(s) whose names) is/are subscribed to the within Instrument and acknowledged to me that he/she/they executed the same In his/her/thelr authorized capacity(les),and that by his/her/their signature(s)on the instrumentthe person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. SANDRAS. FOX Commission #2068388 9 WITNESS my hand and official seal. i Notary Public-California i = Riverside County M Comm.Expires Jun 12,2018 r Signatur LLl- Signature of Notary Public Place Notary Seal Above OPTIONAL h this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of A Document Title or Type of Docume Document Date: Number of Pages: Si s) Other Than Named Above: Capacity(es) Claimed by Signer(s) Signer's Name: Signer's Name: ❑Corporate Officer — Tltle(s): orporate Officer — Title(s): ❑Partner — ❑ Limited ❑General ❑ Pa — ❑ Limited ❑General ❑ Individual ❑Attorney in Fact ❑Individua ❑Attorney in Fact ❑Trustee ❑Guardian or Conservator ❑Trustee uardian or Conservator ❑ Other: ❑ Other: Signer Is Representing: Signer is Representing: 02014 National Notary Association • www.NationeilNotary.org • 1-800-US NOTARY(1-800-876-6827) Item#590 EXHIBIT "A" SCOPE OF SERVICES Consultant shall provide all required civil engineering design services, including project management and coordinating with the various other consultants engaged by City, necessary to complete the development of a final design for the Downtown Event Center space with maximum capacity of 3,000 as identified on the schematic design included herein this Exhibit "A". Such civil engineering elements generally include: • Revisions to and refinement of the conceptual design • Preliminary grading and drainage plan • Preliminary utility plans • Preliminary cost estimates Following City's approval of the final design, Consultant shall prepare full and complete construction drawings (plans, specifications and estimates) of the civil engineering elements identified on the final design, with plan and elevation views and associated technical details to facilitate City's bidding for construction. Consultant shall provide bidding support services as may be necessary and required by City. Consultant shall provide construction administrative support services as may be necessary and required by City. The Consultant's proposal and scope of services, as referenced in its letter dated June 5, 2015, is incorporated herein by reference, and as identified on the following Exhibit Exhibit "A" Page 1 of 2 conceptual Development Plan �o~� MI 44p4 Block 0 Public Parklrty Stwelure qqY� i "�i m 01 ba.•.wr ry aeon IIoilUonlluC m uo.c q.•vu Commeralnl' MYD / y 1 , •,., vYei cw IT�- vam �I 1 .ftwPr..w n..� 1 •,•1v {{ a E W - C y -1 Exhibit "A" Page 2 of 2 EXHIBIT "B" CONSULTANT'S PROPOSAL MSA CONS[J LTI NO, INC. PLANNINn-CIVIL FNOINVERING.LAND SURVEYING n.... CONTRACT Project: MSA Job#: MSA RFP#: City of Palm Springs Downtown Event Center 2182 6153 Phases 2-S:Design Development;Construction Documents;Bid Services;Construction Support Initiated for: Client Reference: Marcus Fuller-City of Palm Springs Agreement dated November 18,2013 Date: MSA Project Manager: June 5,2015 Jerry Ogburn The following change is proposed for the above referenced project and is a request to amend the previous established and contracted relationship between MSA Consulting,Inc.and Client and is to act as an addendum to the existing contract established between the two parties(Authorized changes may also impact delivery dates and milestones).The undersigned party desires MSA Consulting,Inc.to provide the following additional goods and services: ADDITIONAL •• OF •- Phase 2 Design Development-Downtown Event Center 1. Refine Conceptual Design of Phase 1 to reflect consensus input from Palm Springs Art Museum, Wessman Development, and City Council and staff project committee and include design input from Project Landscape Architect (RGA), Architect (Urrutia Architects) and Lighting Designer (MRC Engineering)to further refine and detail Conceptual Design and update 3D Model. 2. Make public outreach presentations to the Palm Springs Planning Commission, Architectural Review Committee and other groups as identified by the City,with a maximum of five presentations total. 3. Final Site Development Plan(CADD),including refinements from public outreach process(MSA). 4. Design Development Phase Project Management to include: i. Overall and ongoing coordination and integration of design team's work efforts and deliverables; ii. Scheduling,agenda preparation and design team coordination for bi-weekly meetings with Owners Representative;attend bi-weekly meetings; iii. Preparation of bi-weekly design team progress reports;and iv. Provide single point of contact with Owner's Representative throughout the Project. S. Develop Preliminary Grading and Drainage Plan based on approved Conceptual Plan,including: I. Preliminary storm drain layout, including coordination with Engineer developing area Storm Drain Plan to establish location and configuration of connections(s)to proposed facilities; ii. Three(3)site sections; iii. Typical retaining/seating wall sections; IV- Preliminary demolition plan. 3420019un Ihm Dwvi ■ R.AN(HO MIRAut ■ CAI Itc7R\r,A ■ 92210 700.320-9811 ■ 760.323-7893 fax ■ www.MSACousl I7iN(AN( CGm Exhibit "B" EXHIBIT "B" CONSULTANT'S PROPOSAL IDPLANNING•CiviL GNDINEERING•LAND SURVEYING 6. Perform Preliminary Earthwork Calculations to estimate a pre-balanced target pad elevation for current contractor to leave when hauling away existing soil. 7. Prepare Preliminary Water Quality Management Plan (PWQMP) based on preliminary Civil, Architectural,Landscaping and MEP plans. 8. Prepare Master Water/Sewer Exhibit, identifying anticipated layouts of domestic and fire protection water lines and sewer lines, including coordination with Engineer developing area Water and Sewer Plans to establish number and location of new meters and laterals,coordination with Architect and MEP Engineer to establish point of connection for irrigation system, and coordination with Fire Department asneeded. 9. Provide input for preliminary Project Budget based on developed preliminary civil plans and input from other design entities. Phase 3 Construction Documents—Downtown Event Center 10. Construction Document phase project technical coordination to include: L Overall and ongoing coordination and integration of design team's work efforts and deliverables; ii. Scheduling, agenda preparation and design team coordination for bi-weekly meetings with Owners Representative; iii. Preparation of bi-weekly design team progress reports;and iv. Provide single point of contact with Owners Representative throughout project. 11, Perform a Pre-Design Survey to field-verify proposed tie-ins to existing improvements and update AutoCAD drawing of existing topography accordingly. 12. Prepare and process Precise Grading and Drainage Plan through City for approval, based on approved Preliminary Grading and Drainage Plan,including: i. Storm Drain plan, with final layout, elevations, materials, details of structures and appurtenances, and coordinated tie-in(s) to proposed area Storm Drain facilities (designed by others); ii. Verification of earthwork calculations; iii. Letter detailing hydrologic approach. 13. Prepare Water Quality Management Plan(WQMP)based on final Precise Grading and Drainage Plan and final Architectural,Landscaping and MEP plan;process through City for approval. 14. Prepare Storm Water Pollution Prevention Plan(SWPPP);process through State for approval. 15. Prepare Fugitive Dust Control Plan(PM-10);process through City for approval. 16. Prepare Private Domestic Water and Sewer Improvement Plan, including coordinated points of connection to building water and sewer lines within 5 feet of buildings where indicated on Architectural and MEP plans,and coordinated point(s)of connection for irrigation;process through City for approval. 342W lice Ilnrl.I)RIVI ■ R ANC NO MIRAhr ■ C.xi n-okNLA ■ 92270 760.320-9811 ■ 760-323-7893 fax ■ ww-w.MSAC"NST ITINr,1N( Coil) Exhibit "B" EXHIBIT "B" CONSULTANT'S PROPOSAL QDMSA CONSULI INU INC. PLANNING-CIVIL ENnINFERINa•LAND SURVEYING, 17. Prepare Private Fire Protection Water Improvement Plan;process through City and Fire Department for approval. 18. Provide input for Construction Cost Estimate based on final improvement plans and input from other design entities. Note; Services may be provided for Bid Phase and Construction Administration Phase under separate agreement at request of the City of Palm Springs. Phase 4 Bid Services—Downtown Event Center 19. Attend one Pre-Bid Meeting. 20. As requested and coordinated by bidding coordinator, provide responses to prospective bidders' questions(RFIs)regarding MSA plans;submit to designated bidding coordinator. 21. Prepare Addenda as needed;submit to designated bidding coordinator. 22, Review bids and provide input on bid selection,as requested by City. Phase 5 Construction Support Services—Downtown Event Center 23. Consult with Construction Manager, Contractor,Architect and/or other consultants during construction phase of Project. 24. As requested and coordinated by Construction Manager, provide responses to construction-related questions (RFIs) regarding MSA plans and prepare supplemental instructions as needed to support construction documents;submit to Construction Manager, 25. As requested and coordinated by Construction Manager, review shop drawings and submittals associated with MSA plans;submit to Construction Manager, 26. Review proposed changes to or variances from design as necessary; document findings and provide input to City regarding Change Order requests. 27. Provide periodic site visits as necessary to verify general conformity of the construction work to the intent of MSA plans;prepare site visit reports to document observations. 34200 BOB IIOPF DRivF ■ RANCHO kit kAa1 ■ CAI IFORyIA ■ 92270 760.320-9811 ■ 7h0.323-7893 fax ■ A%%%.MS AC nNst_I rlNu INL.com Exhibit "B" EXHIBIT "B" �J• CONSULTANT'S PROPOSAL D PLANNING CIVIL ENGINEERING•LAND SURVEYING • Phase 2 Design Development •Bi-weekly design team progress reports -Preliminary Grading and Drainage Plan *Preliminary Water Quality Management Plan(PWQMP) -Master Water/Sewer Exhibit -Preliminary construction quantity data(delivered to Budget Estimator) Phase 3 Construction Documents •Bi-weekly design team progress reports -Precise Grading and Drainage Plan -Water Quality Management Plan(WQMP) -Storm Water Pollution Prevention Plan(SWPPP) -Fugitive Dust Control Plan(PM-10) *Private Domestic Water and Sewer Improvement Plan *Private Fire Protection Water Improvement Plan •Construction quantity data(delivered to Cost Estimator) RESPONSIBILITIESCLIENT ASSUMPTIONS: The following has been taken into consideration in the preparation of this proposal: 1. Client shall provide access to the project site. 2. It is assumed that services performed under this Contract are limited to the Design Development and Construction Documents phases of development,concluding with the delivery of approved Construction Documents,and that all further services,such as those supporting the Bid and Construction phases,are subject to separate agreement. 3. It is assumed that the area subject to design services under this Contract extends to the proposed and/or existing adjacent curbs on the west,south and east,and to existing improvements on the north. Any necessary improvements beyond these limits are considered offsite improvements and are understood to be designed by others. Client shall facilitate and ensure coordination efforts by the designers of offsite improvements for all necessary tie-ins, laterals,services, etc., including modification or revision of offsite improvement plans as necessary. Exhibit "B" EXHIBIT "B" CONSULTANT'S PROPOSAL IDPLANNnNG.CIVIL ENGINEERING•LAM]SURVEYING 4. The southwest corner of the site, designated for Museum exhibition use, lies atop the deck of an existing underground parking structure and design of this area will provide only a finished grade surface, referencing the Landscape Plan for details of final dressing and finishing. Proposed water, sewer and drainage lines serving the future use of this area will terminate within five feet of the east wall of the existing underground parking structure. 5. It is assumed that all onsite utilities, specifically sewer, water(domestic and fire protection)and storm drain,to be designed under this Contract are private. Individual utility lines shall terminate at indicated connections to building facilities within 5'of buildings at locations established through coordination with MEP design engineer. 6. Improvement plans are assumed to be based on a single phase of construction. 7. Client shall provide or direct the provision of any and all relevant improvement plans produced by others, including Architectural, Landscape, MEP, offsite improvements and other relevant plans in pdf and AutoCAD format. 8. It is understood that a cost estimator will be contracted separately by others and MSA will provide relevant quantities to this entity rather than produce separate cost estimates. 9. Client shall provide a current or updated geotechnical report. Consulting services relating to any of the following tasks are presently specifically excluded from the agreement. Some items, if required, may be provided by Consultant by separate written proposal with additional fees approved by the Client: 1. Special studies, including additional environmental studies, traffic, etc., not otherwise itemized in the Scope of Services above. 2. Geotechnical or soils investigations. 3. Structural engineering design services. 4. Landscaping and irrigation plans. 5. Separate mass or rough grading plans. 6. Dry utility plans and/or coordination. 7. Off site improvement plans. 8. Design of public sewer or water mains. 9. Separation of improvement plans into multiple construction phases. 10. Redesign or additional production of improvement plans due to changes to the Client-approved Construction Documents. 11. Preparation of easements,including legal descriptions and exhibits. 12. Construction staking. 342W Lion Ilc)pi Dkivi ■ RYNI L I tvlIk s%A.[ ■ ( Al.uORaI, I IN 92'70 760.320-9811 ■ 760.323.7893 fax ■ A"u.%1SAC o,4si i rii(JN(.Lom Exhibit "B" EXHIBIT "C" SCHEDULE OF COMPENSATION Tasks listed below are identical to tasks identified in the Consultant's Proposal incorporated herein as Exhibit `B" of this Agreement. Payments to Consultant shall be made no more frequently than monthly, and shall be based on directly incurred time and materials costs up to and not exceeding the lump sum budgets established per task item of work as indicated herein. Payments shall be made to Consultant based upon completion of tasks, or pro-rata portions thereof noted below, to a maximum of 75% of the lump sum budget established per task until completion of such task item as determined by the Contract Officer. Each request for payment shall contain Consultant's statement of the work or tasks completed or portion performed, with supporting documentation. The determination of payment due shall be made based upon the reasonable judgment of the Contract Officer. Phase 1 is completed and not a part of this contract. Phase 2, Design Development Phase Task 1, Conceptual Design Refinement $25,200 Task 2, Public Outreach Presentations (5 max) $4,000 Task 3, Final Site Development Plan $3,800 Task 4, Project Management $22,200 Task 5, Preliminary Grading and Drainage Plan $4,600 Task 6, Preliminary Earthwork Calculations $1,200 Task 7, PWQMP $4,500 Task 8, Master Water/Sewer Exhibit $3,200 Task 9, Preliminary Project Budget $1,100 Phase 2 Subtotal $69,800 Phase 3, Construction Document Phase Task 10, Project Technical Coordination/Meetings $22,200 Task 11, Pre-Design Survey $3,500 Task 12, Precise Grading and Drainage Plan $9,800 Task 13, WQMP $1,500 Task 14, SWPPP $3,300 Task 15, PM-10 $2,900 Task 16, Water/Sewer Plans $4,800 Task 17, Fire Protection Improvement Plan $4,200 Task 18, Construction Cost Estimate 700 Phase 3 Subtotal $52,900 Phase 4, Bidding Phase $4,000 Phase 5, Construction Administration Phase $44,000 Grand Total Not to Exceed: $170,700 Note, the budgets identified for each phase are not to exceed amounts identified by Consultant to provide sufficient budget to complete the tasks, and shall not be exceeded. Consultant shall receive payment therefore for actual costs incurred, which shall reflect the final cost for each task, up to and not exceeding the budget therefore. THE MAXIMUM AMOUNT OF THE CITY'S OBLIGATION UNDER THIS AGREEMENT AND FOR EACH TASK IN PHASE 2 AND PHASE 3 AND PHASE 4 AND PHASE 5 IDENTIFIED ABOVE ARE THE AMOUNTS SPECIFIED HEREIN. IF THE CITY'S MAXIMUM OBLIGATION IS REACHED FOR ONE OR MORE OF THE TASKS IN PHASE 1 OR 2 OR IN PHSE 4 OR PHASE 5 BEFORE THE CONSULTANT'S SERVICES UNDER THIS AGREEMENT ARE COMPLETED, CONSULTANT WILL NEVERTHELESS COMPLETE THE SERVICES WITHOUT LIABILITY ON THE CITY'S PART FOR FURTHER PAYMENT BEYOND THE MAXIMUM AMOUNT FOR EACH SUCH TASK OR PHASE. Exhibit "C" Page 1 of 1 EXHIBIT "W SCHEDULE OF PERFORMANCE The Schedule of Performance was prepared by Consultant and shall bind Consultant to completing required deliverables prior to the dates identified herein this Schedule. This Schedule assumes the City shall follow the standard Major Architectural Review process, however, the City reserves the right to identify alternative review processes to expedite the Schedule in the best interests of the City. The City shall be responsible for complying with the review times identified in the Schedule, and for scheduling meeting dates identified in the Schedule; to the extent that City review times are delayed, or meeting dates are revised, Consultant shall nevertheless remain responsible for complying with the subsequent schedule for completion of the next deliverable item or milestone date. Phase 2. Design Development Completion Date 1 Council Approval of Schematic Design/Approval to 7/1/15 Proceed with Design 2 Design Development(Consultants) 11 weeks 3 First Submittal(Consultants) 9/14/15 4 AAC Review 9/21/15 5 Design Revisions(Consultants) 2 weeks—10/5/15 6 AAC Approval 10/12/15 7 Submit for PC Review 10/14/15 8 PC Review 10/28/15 9 Design Revisions(Consultants) 2 weeks 10 PC Approval 11/12/15 11 City Council Approval 12/2/15 Phase 3: Construction Documents Completion Date 1 Preparation of drawings(grading, architectural [MEP], 21 weeks(NTP date refers to Item 10 landscaping,electrical)(Consultants) under Phase 2) 2 Submittal of drawingsfor plan check(Consultants) 5/2/16 3 Plan Check 3 weeks 4 Plan Revisions(Consultants) 2 weeks 5 Resubmittal of drawings for plan check(Consultants) 6/6/16 6 2n°Plan Check 2 weeks 7 Corrections and Resubmit 2 weeks 8 Plan Approval 7/6/16 9 City Council approval of plans and authorization to bid 7/22/16 Exhibit "D" Page 1 of 2 EXHIBIT "D" SCHEDULE OF PERFORMANCE Phase 4: Bid Services Completion Date 1 Notice to Bid 8/3/16 (Date refers to Item 6 under Phase 3) 2 Bidding 30days 37 End of Bidding Period 9/14/16 4 Contract Award 9/21/16 Phase 5:Construction Administration Completion Date 1 Executed Contracts—4 weeks from contract award 10/19/16 2 Pre-Construction Meeting—2 weeks from contract award 11/2/16 3 Notice to Proceed—2 weeks from Item 2 11/16/16 4 Construction 228±working days 5 Completion/Opening 10/3/17 Exhibit "D" Page 2 of 2 A 6?azi •A 6yys-A45-9 MSACONS-02 CMA ° 1215120 2 CERTIFICATE OF LIABILITY INSURANCE 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 endorsements . PRODUCER License 1110757776 EACT Chnsty Mayo CNOT PH°NE 760 360-4700 4249 No: 60 200-0790 lac, No, Ert: ( ) (7 ) HUB International Insurance Services Inc. 75030 Gerald Ford Drive Suite201 A'pp%kss.christy.mayo@hubinternational.com Palm Desert, CA 92211 INSURERS AFFORDING COVERAGE NNC% INSURER A:Ohio Security Insurance Company 24082 INSURED INsuRERs American Fire and Casualty Company 24066 INSURER C: Hartford Ins Co of the Midwest 37478 MSA Consulting, Inc. INSURER D: 34200 Bob Hope Drive Rancho Mirage, CA 92270.0000 INSURER E INSURER F: rnvvowr_oc C5RTICIrATF NIIMRFR• RFVISION NIIMRER- vTHIS 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 POLICYNUMBER POLICY EFF POLICY UP UMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 CLAIMS -MADE �X OCCUR X X 8KW57239413 51112022 5/112023 AMAGE TO RENTED DPREMISES (Fe occurrence) $ 200,00p X Per project a9g MED EXP (Any we Bon S 16,000 PERSONAL &ADV INJURY 1,000,000 GEWL AGGREG TE LIMIT APPLIES PER: POLICY �• El LOC GENERAL AGGREGATE 2,000,000 PRODUCTS-COMP/OP AGG 1 2,000,000 S OTHER. B AUTOMOBILELMBILITY COMBINED SINGLE LIMIT S 1,000,000 BODILY INJURY Per E X ANY AUTO X X BAA57239413 5/1/2022 SPI12023 BODILYRY Par BcdEM1 S AUUTTOS ONLY SCHEDULED WNW SCHEDULEp AUTOS ONLY AUTOS ONLY AMAGE S S B X UMBRELLA LUIB X OCCUR RENCE E 5,000,00O EXCESS LIAe CLAIMS -MADE USA57239413 5/1/2022 51112023 5,000,000 DEO X RETENTIONS 10,000 S C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY PROPRIETOR/PARTNERr ECUTIVEY/N ppF�FICERIMEMgg��qq EXCLUDED9 (Mandatory In NN) NIA X 2WECFY8296 11112023 1/1120241,000,00ANY OTH- CIDENT S E.L. DISEASE - EA EMPLOYE 1000000 EL. DISEASE - POLICY LIMIT $ 1,000,000 It yes, des vibe under DESCRIPTION OF OPERATIONS bekAv DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Addlaonal Remarke Schedule, may be anached U more space Is B ulmtl) All Operations The City of Palm Springs, its officials, employees and agents are included as additional insureds per attached endorsement when required by a written contract. are included as additional insureds per attached endorsement when required by a written contract Waiver of Subrogation in regards to the General Liability applies as per the attached endorsement. Primary & Non Contributory Wording is included as per the attached endorsement. Additional Insured and Waiver of Subrogation applies on the Commercial Auto & Workers' Compensation as per the attached endorsement. 30 days notice of cancellation will be provided. rooTlnrATE HOLDER r&NCF1 I ATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Of Palms Springs DEC 19 2022 THE EXPIRATION DATE ACCORDANCE WITH THE POLICY EOF, NOIONS.TICE WILL BE DELIVERED IN Attn: City Manager & City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 City Hall Reception Desk AUTHORIZED REPRESENTATIVE ACORD 25 (2016103) 01988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CANCELLATION ENDORSEMENT Policy Number: 72 WEC FY8296 Endorsement Number: Effective Date: 01/01/22 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: MSA CONSULTING INC 34200 BOB HOPE DR RANCHO MIRAGE CA 92270 This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. The cancellation condition in Part Six (Conditions) of the policy is replaced by these conditions: Cancellation 1. You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancellation is to take effect. 2. We may cancel this policy for one or more of the following reasons: a. Non-payment of premium; b. Failure to report payroll; c. Failure to permit us to audit payroll as required by the terms of this policy or of a previous policy issued by us; d. Failure to pay any additional premium resulting from an audit of payroll required by the terms of this policy or any previous policy issued by us; e. Material misrepresentation made by you or your agent; f. Failure to cooperate with us in the investigation of a claim; g. Failure to comply with Federal or State safety orders; h. Failure to comply with written recommendations of our designated loss control representatives; i. The occurrence of a material change in the ownership of your business; j. The occurrence of any change in your business or operations that materially increases the hazard for frequency or severity of loss; k. The occurrence of any change in your business or operation that requires additional or different classification for premium calculation; I. The occurrence of any change in your business or operation which contemplates an activity excluded by our reinsurance treaties. 3. If we cancel your policy for any of the reasons listed in (a) through (f), we will give you 10 days advance written notice, stating when the cancellation is to take effect. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to prove notice. If we cancel your policy for any of the reasons listed in Item (g) through (1), we will give you 30 days advance written notice; however, we agree that in the event of cancellation and reissuance of a policy effective upon a material change in ownership or operations, notice will not be provided. 4. The policy period will end on the day and hour stated in the cancellation notice. Countersigned by: ±-- Xy ' ` Authorized Representative Form WC 04 06 01 A Printed in U.S.A. Process Date: 11/22/21 Policy Expiration Date: 01/01/23 BKW57239413 COMMERCIAL GENERAL LIABILITY CG 88 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX SUBJECT PAGE NON -OWNED AIRCRAFT 2 NON -OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY - ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 3 ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6 WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED - FELLOWEMPLOYEEEXTENSION -MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7 LIBERALIZATION CLAUSE 7 BODILY INJURY REDEFINED 7 EXTENDED PROPERTY DAMAGE 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Q 2013 Llberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with Its permission. Page 1 of 8 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON -OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It Is not owned by any Insured; 2. It Is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply If there is available to the insured other valid and collectible insurance, whether primary, excess (other than Insurance written to apply specifically —_ in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON -OWNED WATERCRAFT s Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft Is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY -ELEVATORS 1. Under Paragraph 2. Exclusions of Section 1 - Coverage A - Bodily Injury And Property Damage Llabil- ity, Subparagraphs (3), (4) and (6) of exclusion J. Damage To Property do not apply If such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement Is excess over any property Insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) E If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section 1 - Coverage A - Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion J. Damage To Property is replaced by the follow- ing: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (1) Premises rented to you for a period of 7 or fewer consecutive days; or (11) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of Insurance applies to this coverage as described in Section III - Limits of Insurance. ® 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc.,wlth Its permission. Page 2 of 8 b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of Insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance. 2. Paragraph 6. under Section III - Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit Is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) - Paragraph 9.a. of Definitions Is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included In your premises rental or lease agreement, is not an "Insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments Is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I - Coverage C - Medical Payments, Subparagraph (b) of Paragraph a. Is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 1. Under Supplementary Payments - Coverages A and B, Paragraph 1.b. Is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following: a d. All reasonable expenses Incurred by the insured at our request to assist us in the Investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. s G. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section II - Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional Insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily Injury', "property damage" or "personal and advertising injury" caused in whole or In part by: a. Your ads or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily Injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or ® 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance services Once, Inc.,with Its permission. Page 3 of 8 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has Issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "properly damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This Insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. However: 1. The Insurance afforded to such additional Insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured Is required by a contract or agreement, the insur- ance afforded to such additional Insured will not be broader than that which you are required by lt the contract or agreement to provide for such additional insured. With respect to Paragraph 1.e. above, a person's or organization's status as an additional insured under this endorsement ends when: (1) All work, Including materials, parts or equipment furnished In connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional Insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the Injury or damage arises has been put to its Intended use by any person or organization other than another contractor or subcontractor engaged In performing operations for a principal as a part of the same project. With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph t.c. above, this Insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. n The Insurance provided by this endorsement applies only if the written contract or written agreement Is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional Insured under this endorsement until we receive written notice of a "suit" by the additional insured as required In Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions. ® 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 8 2. With respect to the Insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I -Coverage A - Bodily Injury And Property Damage Liability: This Insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional Insured. b. "Bodily Injury" or °property damage" that occurs prior to you commencing operations at the location where such "bodily Injury" or "property damage" occurs. c. "Bodily Injury', "property damage" or "personal and advertising Injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, Inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing In the supervision, hiring, employment, training or monitoring of others by that Insured, If the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. d. "Bodily Injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional Insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the Injury or damage arises has been put to Its Intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional Insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. With respect to the Insurance afforded to these additional Insureds, the following Is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured Is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. s This endorsement shall not Increase the applicable Limits of Insurance shown in the Declaralio ns. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION s This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making Its policy excess, and you have agreed in a written contract or written agreement to provide the additional Insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional Insured's policy for damages we cover. ® 2013 Liberty Mutual Insurance CG 88 10 04 13 Includescopyrighted material of Insurance Services Office, Ina,with its permission. Page 5 of 8 b. The following Is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this Insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this Insurance Is excess over any other Insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional Insured on other policies. 1. ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. c 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional Insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result In a claim or "suit" under z this Insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all Insures whom also have insurance available to the additional insured; and c. Agree to make available any other Insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or Indemnify an additional Insured under this endorsement until we receive written notice of a "suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified In a written contract or written agreement or the limits of Insurance as stated in the Declarations of this policy and defined in Section III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS I MALPRACTICE WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section 11-Who Is An Insured is replaced with the following: (1) "Bodily injury" or "personal and advertising injury': (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer c workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the Injury described In Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices Is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b) above do not apply to "bodily Injury" or "personal and advertising Injury" caused by an "employee' who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other 'employ- ees" of yours. However, none of these "employees" are Insureds for "bodily Injury" or "personal and ® 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc,, with Its permisslon. Page 6 of 8 advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful Intent to cause "bodily Injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable Insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section II -Who Is An Insured Is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority Interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising Injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization Is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV - Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations: Your failure to disclose all hazards or prior "occurrences" existing as of the Inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior 'occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liabllity Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1. of Section II - Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". A v N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. O. BODILY INJURY REDEFINED Under Section V - Definitions, Definition 3. Is replaced by the following: 3. °Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental Injury, shock, fright or death that results from such physical Injury, sick- ness or disease. ® 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc.,with Its permission. Page 7 of 8 P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "Bodily Injury" or "property damage" expected or Intended from the standpoint of the Insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. — Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT ORAGREEMENT WITH YOU Under Section IV - Commercial General Liability Conditions, the following is added to Condition 8. Trans - for Of Rights Of Recovery Against Others To Us: m We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard" provided: 1. You and that person or organization have agreed In writing in a contract or agreement that you waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agree- - ment. Fi a ® 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 8 BKW57239413 COMMERCIAL GENERAL LIABILITY CG 85 83 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED CONTRACTORS - PRODUCTS/COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Paragraph 2. under Section II - Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract or written agreement. Such person or organization Is an additional insured but only with respect to liability for "bodily injury" or "property damage": 1. Caused by "your work" performed for that additional Insured that Is the subject of the written contractor written agreement; and 2. Included in the "products -completed operations hazard". However: a) The insurance afforded to such additional insured only applies to the extent permitted by law; and b) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily Injury" or "property damage". We have no duty to defend an additional Insured underthis endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Conditions. B. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability: This insurance does not apply to: 1. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. 2. "Bodily injury" or "property damage" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services including: a. The preparing, approving or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawing and specifications; and b. Supervisory, inspection, architectural or engineering activities. ® 2013 Liberty Mutual Insurance CG 85 83 04 13 Includes copyrighted materiel of Insurance Services Office, Ino., with its permission. Page 1 of 2 C. With respect to the insurance afforded by this. endorsement, exclusion I. Damage -To Your Work of Paragraph 2. Exclusions under Section I - Coverage A - Bodily Injury. And Properly* Damage Liability is replaced by the following: L Damage To Your Work . "Property damage'' to "your work" arising out of It or any part of it and included in the "products completed operations hazard D. With respect to the insurance afforded td these additional insureds, the following is added to Section 11- Limits of Insurance: If coverage provided to the additional insured is required by a contractor agreement, the most we will. pay on behalf of the additional insured is the amount of insurance: . 1. Required by contractor agreement; 'or 2. Available under the applicable Limits of Insurance shown in the Declaration. whichever Is less. This endorsement shall not increase the applicable Limits of Insurance shown In the Declarations. E. With respect to the insurance afforded by this. endorsement; Section IV -'Commercial General Liability Conditions is amended as follows: 1. The following is added tq Paragraph 2. Duties In The Event -Of Occurrence, Offense, Clalmia Or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or.an offense that may result -in a claim or "suit" under this insurance to us; b. Tender the defense and indemnity of'any'clairn or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other Insurance which the additional insured has fora loss we cover under this Coverage Part. d. We have no duty to defend or indemnify'an additional insured under this endorsement until we receive written notice of a. "suit". by the additional insured. 2. Paragraph 4. of Section IV- Commercial General Liability Conditions is amended as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to 'provide the additional. insured coverage on a primary and noncontributory basis, this policy shall be primary and, we will not seek contribution from the additional insured's policyfor damages we cover.. . b. The following is added to Paragraph b. Excess Insurance:. When a written contractor written agreement, other than a premises lease, facilities rental contract or agreement; an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory; this insurance is excess over any other insurance for which the additional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insur- ance is excess over any other insurance whether primary, excess, contingent or on. any other basis for -which the additional insured has been added as an additional insured on other policies. ® 2013 Liberty Mutual Insurance - - CG 85 83 04 13 Includes copyrighted material of Insurance services Office, Inc., with its permission. Page 2 of 2' . BAA57239413 COMMERCIAL AUTO CA 88 10 01 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies Insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified o by the endorsement. COVERAGEINDEX SUBJECT PROVISION NUMBER a a ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3 ACCIDENTAL AIRBAG DEPLOYMENT 12 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 19 AMENDED FELLOW EMPLOYEE EXCLUSION 5 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 13 BROAD FORM INSURED 1 BODILY INJURY REDEFINED 22 EMPLOYEES AS INSUREDS (including employee hired auto) 2 EXTENDED CANCELLATION CONDITION 23 EXTRA EXPENSE -BROADENED COVERAGE 10 GLASS REPAIR- WAIVER OF DEDUCTIBLE 15 HIRED AUTO PHYSICAL DAMAGE (including employee hired auto and loss of use) 6 4 HIRED AUTO COVERAGE TERRITORY 20 LOAN /LEASE GAP 14 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 16 PERSONAL EFFECTS COVERAGE 11 PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 RENTAL REIMBURSEMENT 9 SUPPLEMENTARY PAYMENTS 4 TOWING AND LABOR 7 TWO OR MORE DEDUCTIBLES 17 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 18 WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US 20 SECTION II - LIABILITY COVERAGE is amended as follows: m 1. BROAD FORM INSURED SECTION II - LIABILITY COVERAGE, paragraph A.I. - WHO IS AN INSURED is amended to include the following as an Insured: d. Any legally incorporated entity of which you own more than 50 percent of the voting stock - during the policy period. However, "Insured" does not Include any organization that: (1) Is a partnership or joint venture; or (2) Is an Insured under any other automobile policy; or (3) Has exhausted its Limit of Insurance under any other automobile policy. Paragraph d. (2) of this provision does not apply to a policy written to apply specifically In excess of this policy. a. Any organization you newly acquire or form, other than a partnership or joint venture, of which you own more than 50 percent of the voting stock. This automatic coverage Is afforded only for 180 days from the date of acquisition or formation. However, coverage under this provision does not apply: (1) If there Is similar Insurance or a self -insured retention plan available to that organization; 0 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 7 (2) If the Limits of Insurance of any other insurance policy have been exhausted; or (3) To "bodily Injury" or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION 11 - LIABILITY COVERAGE, paragraph A.I. - WHO IS AN INSURED is amended to include the following as an Insured: f. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow, but only for acts within the scope of their employment by you. Insurance provided by this endorse- ment is excess over any other Insurance available to any "employee". g. An "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties re- lated to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION 11 - LIABILITY COVERAGE, paragraph A.I. - WHO IS AN INSURED is amended to include the following as an Insured: h. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed In a written contract, agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or agreement, or the permit has been Issued to you; and (3) Only for the duration of that contract, agreement or permit 4. SUPPLEMENTARY PAYMENTS SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, para- graphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the Insured at our request, Including actual loss of earn- ings up to $500 a day because of time off from work. 5. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow employees are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added: SECTION II - LIABILITY, exclusion B.5. FELLOW EMPLOYEE does not apply if the "bodily injury" n results from the use of a covered "auto" you own or hire. SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos": a. You hire, rent or borrow; or m 20131-iberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of InsuranceServices Office, Inc., with its permission. Page 2 of 7 b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only If the damage occurs while the vehicle is being used In the conduct of your business, subject to the following limit and deductible: A. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of c like kind and quality, minus a deductible. B. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. C. Subject to the limit, deductible and excess provisions described In this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. c D. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor Incurs an actual financial loss. E. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver, or (2) Any "auto" that Is hired, rented or borrowed from your "employee". For the purposes of this provision, SECTION V - DEFINITIONS Is amended by adding the following: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. 7. TOWING AND LABOR SECTION III - PHYSICAL DAMAGE COVERAGE, paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck' is dis- abled: a. For private passenger type vehicles, we will pay up to $50 per disablement. b. For "light trucks", we will pay up to $50 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have agross vehicle weight (GVW) of 10,001-20,000 pounds. However, the labor must be performed at the place of disablement. s 8. PHYSICAL DAMAGE " ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph AA.a., Coverage Extension of SECTION III - PHYSICAL DAMAGE COVERAGE, is amend- ed to provide a limit of $50 per day and a maximum limit of $1,500 V ® 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 7 9. RENTAL REIMBURSEMENT SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses Incurred by you for the rental of an "auto' because of "accident" or "loss", to an "auto" for which we also pay a 'loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses Incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b. Rental Reimbursement will be based on the rental of a comparable vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". d. This coverage does not apply unless you have a business necessity that other "autos' avall- able for your use and operation cannot fill. e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. For the purposes of this endorsement provision, materials and equipment do not include 'personal effects" as defined in provision 11. 10. EXTRA EXPENSE -BROADENED COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 11. PERSONAL EFFECTS COVERAGE A. SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" Is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision Is excess over any other collectible Insurance. B. SECTION V - DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is wom or carried by an insured." "Personal effects" does not include tools, equipment, jewelry, money or securities. 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS Is amended by adding the follow- Ing: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an alrbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other cov- erage or warranty. 13. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS, exception paragraph a. to exclu- sions 4.c. and 4.d. is deleted and replaced with the following: ® 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 7 Exclusion 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, If the equipment is permanently installed in the covered "auto" at the time of the "loss" and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, In or upon the covered "auto" and physical damage coverages are provided for the covered "auto"; or If the 'loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible. 14. LOAN / LEASE GAP COVERAGE A. Paragraph C., LIMIT OF INSURANCE of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any —_ one "accident" Is the greater of the; 1. Balance due under the terns of the loan or lease to which the damaged covered "auto" Is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the $ date of the "loss", s b. Financial penalties imposed under a lease due to high mileage, excessive use or ab- normal wear and tear, c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease, d. Transfer or rollover balances from previous loans or leases, is a. Final payment due under a "Balloon Loan", f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto", g. Security deposits not refunded by a lessor, h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto", 1. Any amount representing taxes, j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual s cash value at the time of the "loss". This adjustment is not applicable in Texas. a B. ADDITIONAL CONDITIONS This coverage applies only to the original loan for which the covered "auto" that Incurred the loss serves as collateral, or lease written on the covered "auto" that incurred the loss. C. SECTION V - DEFINTIONS Is changed by adding the following: As used In this endorsement provision, the following definitions apply: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. ® 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 7 15. GLASS REPAIR- WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE Is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 16. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" Is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and c. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is In the charge of any person or organization engaged in the automobile business. 17. TWO ORMORE DEDUCTIBLES Under SECTION III PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same accident, the following applies to paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible It will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the loss involves two or more Business Auto coverage forms or policies the smaller (or smallest) deductible will be waived. For the purpose of this endorsement company means any company that is part of the Liberty Mutual Group. SECTION IV - BUSINESS AUTO CONDITIONS is amended as follows: 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. Is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this a policy will not be prejudiced. s However, you must report the undisclosed hazard of exposure as soon as practicable after Its discovery, and we have the right to collect additional premium for any such hazard or exposure. 19. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS a SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.2.a. is replaced In Its entirety by the following: a. In the event of "accident", claim, "sulY or "loss", you must promptly notify us when It is known to: 1. You, If you are an Individual; 2. A partner, if you are a partnership; 3. Member, if you are a limited liability company; 4. An executive officer or the "employee" designated by the Named Insured to give such notice, If you are a corporation. ® 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., w8h Its permission. Page 6 of 7 To the extent possible, notice to us should include: (1) How, when and where the "accident" or "loss" took place; (2) The "Insureds" name and address; and (3) The names and addresses of any Injured persons and witnesses. 20. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.5., Transfer of Rights of Recovery Against Others to Us, is amended by the addition of the following: If the person or organization has waived those rights before an "accident" or "loss", our rights are waived also. 21. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS, paragraph B.7., Policy Period, Coverage Territory, is a amended by the addition of the following: f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the insured's responsibility to pay for damages Is determined In a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with _ a driver. SECTION V -DEFINITIONS is amended as follows: 22. BODILY INJURY REDEFINED Under SECTION V-DEFINTIONS, definition C. is replaced by the following: "Bodily Injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental Injury, shock, fright or death resulting from any of these at any time. COMMMON POLICY CONDITIONS 23. EXTENDED CANCELLATION CONDITION a a rz COMMON POLICY CONDITIONS, paragraph A. - CANCELLATION condition applies except as fol- lows: If we cancel for any reason other than nonpayment of premium, we will mall to the first Named Insured written notice of cancellation at least 60 days before the effective date of,cancellation. This provision does not apply In those states which require more than 60 days prior notice of cancella- tion. ® 2013 Liberty Mutual Insurance CA 88 10 01 13 Includescopydghted material of Insurance Services Office, Inc.,with its permission. Page 7 of 7 iBAA57239413 S a COMMERCIAL AUTO CA 88 63 09 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF CANCELLATION PROVISIONS Any term or provision of the Cancellation Conditions of the policy or any endorsement amending or replac- ing such Conditions is amended by the following: A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the person or organization shown In the Schedule below. In no event will the notice to the person or organization scheduled below exceed the notice to the first named insured. B. Our obligation to send notice to the person or organization listed In the Schedule below will terminate at the earlier of the current policy period expiration or when you no longer have a legal or contractual obligation to such person or organization to maintain Insurance coverage under a policy which requires that such person or organization be notified in the event of cancellation. SCHEDULE 3. Number Days Advance Notice: 30 All other terms and conditions of this policy remain unchanged ® 2012 Liberty Mutual Insurance CA 88 63 09 12 Includes copyrighted material of Insurance Services Ofilce, Ina, with its permission. Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 72 WEC FY8296 Endorsement Number: Effective Date: 01/01/23 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: MSA CONSULTING INC 34200 BOB HOPE DR RANCHO MIRAGE CA 92270 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by N'4f Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 11/10/22 Policy Expiration Date: 01/01/24 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CANCELLATION ENDORSEMENT Policy Number: 72 WEC FY8296 Endorsement Number: Effective Date: 01/01/22 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: MSA CONSULTING INC 34200 BOB HOPE DR RANCHO MIRAGE CA 92270 This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. The cancellation condition in Part Six (Conditions) of the policy is replaced by these conditions: Cancellation 1. You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancellation is to take effect. 2. We may cancel this policy for one or more of the following reasons: a. Non-payment of premium; b. Failure to report payroll; c. Failure to permit us to audit payroll as required by the terms of this policy or of a previous policy issued by us; d. Failure to pay any additional premium resulting from an audit of payroll required by the terms of this policy or any previous policy issued by us; e. Material misrepresentation made by you or your agent; f. Failure to cooperate with us in the investigation of a claim, g. Failure to comply with Federal or State safety orders; h. Failure to comply with written recommendations of our designated loss control representatives; i. The occurrence of a material change in the ownership of your business; j. The occurrence of any change in your business or operations that materially increases the hazard for frequency or severity of loss; k. The occurrence of any change in your business or operation that requires additional or different classification for premium calculation; I. The occurrence of any change in your business or operation which contemplates an activity excluded by our reinsurance treaties. 3. If we cancel your policy for any of the reasons listed in (a) through (f), we will give you 10 days advance written notice, stating when the cancellation is to take effect. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to prove notice. If we cancel your policy for any of the reasons listed in Item (g) through (I), we will give you 30 days advance written notice; however, we agree that in the event of cancellation and reissuance of a policy effective upon a material change in ownership or operations, notice will not be provided. 4. The policy period will end on the day and hour stated in the cancellation notice. Countersigned by: ��- 7 1 Authorized Representative Form WC 04 06 01 A Printed in U.S.A. Process Date: 11/22/21 Policy Expiration Date: 01/01/23 BKW57239413 COMMERCIAL GENERAL LIABILITY CG 88 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX SUBJECT PAGE NON -OWNED AIRCRAFT 2 NON -OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY - ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 3 ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6 WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7 LIBERALIZATION CLAUSE 7 BODILY INJURY REDEFINED 7 EXTENDED PROPERTY DAMAGE 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU ® 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc.,with Its pennission. Page 1 of 8 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON -OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section 1 - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It Is hired, chartered or loaned with a trained paid crew; 3. The pilot In command holds a currently effective certificate, Issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to cant' persons or property for a charge. However, the insurance afforded by this provision does not apply If there is available to the insured other a valid and collectible insurance, whether primary, excess (other than Insurance written to apply specifically a In excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON -OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, s —_ Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 62 feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY - ELEVATORS 1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liabll- Ity, Subparagraphs (3), (4) and (6) of exclusion J. Damage To Property do not apply If such "properly damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement Is excess over any properly Insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) e If Damage To Premises Rented To You Is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property Is replaced by the follow- ing: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (1) Premises rented to you for a period of 7 or fewer consecutive days; or (it) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of Insurance applies to this coverage as described in Section III - Limits of Insurance. ® 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with Its permission. Page 2 of 8 b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance. 2. Paragraph 6. under Section III - Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit Is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) - Paragraph 9.a. of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included In your premises rental or lease agreement, is not an "Insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments Is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I - Coverage C - Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 1. Under Supplementary Payments - Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. A 2. Paragraph t.d. is replaced by the following: " d. All reasonable expenses incurred by the Insured at our request to assist us in the Investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. s G. ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section If - Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional Insured in a written contract, written agreement or permit. Such person or organization is an additional Insured but only with respect to liability for "bodily Injury', "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily Injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or ® 20131-Iberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 3 of 8 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has Issued a penult subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising Injury" arising out of the operations performed for the state or political subdivision; — (2) This Insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following 1 = hazards: (a) The existence, maintenance, repair, construction, erection, or removal of advertising c signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hots[ away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this Insurance. However: 1. The Insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured Is required by a contract or agreement, the insur- ance afforded to such additional Insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to Paragraph 1.a_ above, a person's or organization's status as an additional insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished In connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional Insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the Injury or damage arises has been put to its Intended use by any person or organization other than another contractor or subcontractor engaged In performing operations for a principal as a part of the same project. With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. n The Insurance provided by this endorsement applies only if the written contract or written agreement Is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required In Paragraph b. of Condition 2. Dunes In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions. ® 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 8 2. With respect to the Insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section 1-Coverage A - Bodily Injury And Property Damage Liability: This Insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional Insured. b. "Bodily Injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodity Injury' or "property damage" occurs. c. "Bodily Injury", "property damage" or "personal and advertising Injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, Inspection, architectural or engineering activities. This exclusion applies even If the claims against any insured allege negligence or other wrongdoing In the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily Injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. d. "Bodily Injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional Insureds) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the Injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. With respect to the Insurance afforded to these additional Insureds, the following Is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured Is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. A � This endorsement shall not Increase the applicable Limits of Insurance shown in the Declaratfo ns. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION $ This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making Its policy excess, and you have agreed In a written contract or written agreement to provide the additional Insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional Insured's policy for damages we cover. 0 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted matedal of Insurance services Office, Inc.,wlth its permission. Page 5 of 8 b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this Insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this Insurance is excess over any other Insurance whether primary, excess, contingent or on any other basis for which the additional Insured has been added as an additional Insured on other policies. e 1. ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. s 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional Insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result In a claim or "suit" under this Insurance to us; A b. Tender the defense and Indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional Insured; and c. Agree to make available any other Insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or Indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of Insurance as stated in the Declarations of this policy and defined In Section III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of Insurance available under this policy. J. WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS / MALPRACTICE WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II -Who Is An Insured Is replaced with the following: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer a workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the Injury described In Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or falling to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or If coverage for providing professional health care ser- vices Is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising Injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responslblllbes assigned by you, includes the direct supervision of other "employ- ees" of vours. However, none of these "employees" are Insureds for "bodily Injury" or "personal and 0 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Offlce, Inc., with Its permission. Page 6 of 8 advertising injury" arising out of their willful conduct, which Is defined as the purposeful or willful intent to cause "bodily Injury" or "personal and advertising injury", or caused in whole or In part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable Insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section II - Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority Interest, will qualify as a Named Insured if there Is no other similar insurance available to that organization. However: a. Coverage under this provision Is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising Injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization Is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV - Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations: Your failure to disclose all hazards or prior "occurrences" existing as of the Inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV -Commercial General Liability Conditions, the following Is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any Insured shall not In Itself constitute knowledge of the insured unless an Insured listed under Paragraph 1. of Section 11 - Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". a N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is # effective in your state. O. BODILY INJURY REDEFINED Under Section V -Definitions, Definition 3. Is replaced by the following: 3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical Injury, sick- ness or disease. ® 2013 Liberty Mutual Insurance CG 88 110 04 13 Includes copyrighted material of Insurance Services Office, Inc., with Its permission. Page 7 of 8 P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY Is replaced by the following: a. Expected Or Intended Injury 'Bodily Injury' or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV - Commercial General Liability Conditions, the following is added to Condition 8. Trans - far Of Rights Of Recovery Against Others To Us: m c We waive any right of recovery we may have against a person or organization because of payments we a make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and Included in the "products -completed operations hazard" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. is a 0 2013LIberly Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 8 of 8 BKW57239413 COMMERCIAL GENERAL LIABILITY CG 85 83 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED CONTRACTORS - PRODUCTS/COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Paragraph 2. under Section II - Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract or written agreement. Such person or organization is an additional insured but only with respect to liability for "bodily injury" or "property damage": 1. Caused by "your work" performed for that additional insured that is the subject of the written contractor written agreement; and 2. Included in the "products -completed operations hazard". However: a) The insurance afforded to such additional insured only applies to the extent permitted by law; and b) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured underthis endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Conditions. B. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability: This insurance does not apply to: 1. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. 2. "Bodily injury" or "property damage" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services including: a. The preparing, approving or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawing and specifications; and b. Supervisory, inspection, architectural or engineering activities. © 2013 Liberty Mutual Insurance CG 85 83 04 13 Includes copyrighted material of Insurance Services Office. Inc., with its permission . Page 1 of 2 C. With respect to the insurance afforded by this. endorsement, exclusion I. Damage, To Your Work of Paragraph 2. Exclusions under Section I - Coverage A - Bodily Injury And PropertyDamage Liability Is replaced by the following: 1 Damage To Your Work . "Property damage" to "your work" arising out of It or any part of it and included in the "products- • - . completed operations hazard D. With respect to the insurance afforded to these additional insureds, the following is added to Section 11- Limits of Insurance: If coverage provided to the additional Insured Is required by a contract or agreement, the most we will. pay on behalf of the additional Insured is the amount of insurance:. 1. Required bycontractoragreement;or 2. Available under the applicable Limits of Insurance shown in the Declaration. whichever is less, This endorsement shall not increase the applicable Limits of Insurance shown In the Declarations. E. With respect to the insurance afforded by this.endorsement; Section IV .,Commercial General Liability Conditions is amended as follows: 1. The following is added to Paragraph 2. Duties In The Event -Of Occurrence, Offense, Claims Or Suit: An additional insured under this endorsement will as soon as practicable: a. Give. written notice of an "occurrence" oran offense that may result In''s claim or "suit" under this insurance to us; b. Tender the defense and indemnity of`any claim lor "suit" to all insurers whom also have insurance avallable to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss ws cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a"suit".by the additional insured. 2. Paragraph 4. of Section IV - Commercial General Liability Conditions is amended as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to 'provide the additional. insured coverage on a primary and noncontributory basis, this policy shall be'primary and, we will not seek contribution from -the additionalansured's policy for damages we cover. . b. The following is added to Paragraph b. Excess Insurance:. When a written contractor written agreement, other than a premises lease, facilities rental contract or agreement; an equipment rental or lease contract or agreement; or permit issued by a state or political subdivision between you and an additional Insured does not require this insurance to be primary or primary and non-contrlbutory;,this Insurance is excess over any other insurance for which the additional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insur- ance is:excess over any other insurance whether primary, excess, contingent or on.'any other basis for which the additional insured has been added as an additional insured on .other policies. ® 2013 Liberty Mutual Insurance CG 85 83 04 13 . inoludes copyrighted material of, Insurance Services office, inc., with Its permission. Page 2 of 2' . BAA57239413 COMMERCIAL AUTO CA 88 10 01 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies Insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. COVERAGEINDEX SUBJECT PROVISION NUMBER a ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3 ACCIDENTAL AIRBAG DEPLOYMENT 12 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 19 AMENDED FELLOW EMPLOYEE EXCLUSION 5 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 13 $ BROAD FORM INSURED 1 BODILY INJURY REDEFINED 22 EMPLOYEES AS INSUREDS (including employee hired auto) 2 EXTENDED CANCELLATION CONDITION 23 EXTRA EXPENSE -BROADENED COVERAGE 10 GLASS REPAIR -WAIVER OF DEDUCTIBLE 15 HIRED AUTO PHYSICAL DAMAGE (including employee hired auto and loss of use) 6 HIRED AUTO COVERAGE TERRITORY 20 LOAN / LEASE GAP 14 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 16 PERSONAL EFFECTS COVERAGE 11 PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 RENTAL REIMBURSEMENT 9 SUPPLEMENTARY PAYMENTS 4 TOWING AND LABOR 7 TWO OR MORE DEDUCTIBLES 17 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 18 WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US 20 SECTION II - LIABILITY COVERAGE is amended as follows: 1. BROAD FORM INSURED SECTION II - LIABILITY COVERAGE, paragraph A.I. - WHO IS AN INSURED is amended to include the following as an insured: d. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period. However, "Insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an Insured under any other automobile policy; or (3) Has exhausted Its Limit of Insurance under any other automobile policy. Paragraph d. (2) of this provision does not apply to a policy written to apply specifically In excess of this policy. e. Any organization you newly acquire or form, other than a partnership or joint venture, of which you own more than 50 percent of the voting stock. This automatic coverage Is afforded only for 180 days from the date of acquisition or formation. However, coverage under this provision does not apply: (1) If there Is similar Insurance or a self -insured retention plan available to that organization; ® 2013 Liberty Mutual insurance CA 88 10 01 13 includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 7 (2) If the Limits of Insurance of any other insurance policy have been exhausted; or (3) To "bodily injury" or "property damage" that occurred before you acquired or farmed the organization. 2. EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, paragraph A.I. - WHO IS AN INSURED Is amended to Include the following as an Insured: f. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow, but only for acts within the scope of their employment by you. Insurance provided by this endorse- ment is excess over any other Insurance available to any "employee". g. An "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's' name, with your permission, while performing duties re- lated to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, paragraph A.I. - WHO IS AN INSURED is amended to include the following as an insured: h. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or agreement, or the permit has been Issued to you; and (3) Only for the duration of that contract, agreement or permit 4. SUPPLEMENTARY PAYMENTS SECTION 11 - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, para- graphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the Insured at our request, Including actual loss of earn- ings up to $500 a day because of time off from work. 5. AMENDED FELLOW EMPLOYEE EXCLUSION a In those jurisdictions where, by law, fellow employees are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added: SECTION 11 - LIABILITY, exclusion B.S. FELLOW EMPLOYEE does not apply if the "bodily injury" F results from the use of a covered "auto" you own or hire. SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos": a. You hire, rent or borrow; or O 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 7 b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle Is being used In the conduct of your business, subject to the fallowing limit and deductible: A. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss'; or (3) The cost of repairing or replacing the damaged or stolen property with other property of c like kind and quality, minus a deductible. B. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. C. Subject to the limit, deductible and excess provisions described in this provision, we will A provide coverage equal to the broadest coverage applicable to any covered "auto" you own. c o D. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto" If It results from an "accident", you are legally liable and the lessor Incurs an actual financial loss. $ E. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver, or (2) Any "auto" that is hired, rented or borrowed from your "employee". For the purposes of this provision, SECTION V - DEFINITIONS Is amended by adding the following: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. $ 7. TOWING AND LABOR SECTION III - PHYSICAL DAMAGE COVERAGE, paragraph A.2. Towing, Is amended by the addition of the following: We will pay towing and labor costs Incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is dis- abled: a. For private passenger type vehicles, we will pay up to $50 per disablement. b. For "light trucks", we will pay up to $50 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 - 20,000 pounds. However, the labor must be performed at the place of disablement. a 8. PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph AA.a., Coverage Extension of SECTION III - PHYSICAL DAMAGE COVERAGE, is amend- ed to provide a limit of $50 per day and a maximum limit of $1,500 E ® 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 7 9. RENTAL REIMBURSEMENT SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses Incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses Incurred after the first 24 hours following the "accident" or "loss" to the covered "auto" b. Rental Reimbursement will be based on the rental of a comparable vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". d. This coverage does not apply unless you have a business necessity that other "autos" avail- able for your use and operation cannot fill. e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 11. 10. EXTRA EXPENSE -BROADENED COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay Is $1.000. 11. PERSONAL EFFECTS COVERAGE A. SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" Is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible Insurance. B. SECTION V -DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that Is wom or carried by an insured" "Personal effects" does not include tools, equipment, jewelry, money or securities. 2 12. ACCIDENTAL AIRBAG DEPLOYMENT a SECTION III - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS Is amended by adding the follow- Ing: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other cov- erage or warranty. 13. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS, exception paragraph a. to exclu- sions 4.c. and 4.d. Is deleted and replaced with the following: ® 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 7 Exclusion 4.c. and 4.d- do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, If the equipment is permanently installed In the covered "auto" at the time of the "loss" and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto" and physical damage coverages are provided for the covered "auto"; or If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible. 14. LOAN / LEASE GAP COVERAGE A. Paragraph C., LIMIT OF INSURANCE of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any aone "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: E= a. Overdue payments and financial penalties associated with those payments as of the date of the "loss", . s b. Financial penalties imposed under a lease due to high mileage, excessive use or a - normal wear and tear, c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease, d. Transfer or rollover balances from previous loans or leases, e. Final payment due under a "Balloon Loan", f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto", g. Security deposits not refunded by a lessor, h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto', I. Any amount representing taxes, j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment Is not applicable in Texas. z B. ADDITIONAL CONDITIONS This coverage applies only to the original loan for which the covered "auto" that incurred the loss serves as collateral, or lease written on the covered "auto" that Incurred the loss. C. SECTION V - DEFINTIONS Is changed by adding the following: As used In this endorsement provision, the following definitions apply: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are Insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. ® 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 7 15. GLASS REPAIR- WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repalred rather than replaced. 16. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE Is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" Is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and c. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is In the charge of any person or organization engaged in the automobile business. 17. TWO OR MORE DEDUCTIBLES Under SECTION III PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage fors apply to the same accident, the following applies to paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible it will be waived; or b. If the applicable Business Auto deductible Is not the smaller (or smallest) deductible it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the loss involves two or more Business Auto coverage forms or policies the smaller (or smallest) deductible will be waived. For the purpose of this endorsement company means any company that is part of the Liberty Mutual Group. SECTION IV - BUSINESS AUTO CONDITIONS is amended as follows: 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this a policy will not be prejudiced. ' However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. 19. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.2.e. is replaced In Its entirety by the following: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when It is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. Member, if you are a limited liability company; 4. An executive officer or the "employee" designated by the Named Insured to give such notice, If you are a corporation. O 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 7 To the extent possible, notice to us should include: (1) How, when and where the "accident" or "lass" took place; (2) The "Insureds" name and address; and (3) The names and addresses of any injured persons and witnesses. 20. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.5., Transfer of Rights of Recovery Against Others to Us, is amended by the addition of the following: If the person or organization has waived those rights before an "accident" or "loss", our rights are waived also. 21. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS, paragraph B.7., Policy Period, Coverage Territory, Is amended by the addition of the following: G f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the insured's responsibility to pay for damages Is determined In a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or In a settlement we agree to. s =_ This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with _ a driver. SECTION V -DEFINITIONS is amended as follows: 22. BODILY INJURY REDEFINED Under SECTION V - DEFINTIONS, definition C. is replaced by the following: "Bodily Injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. COMMMON POLICY CONDITIONS 23. EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS, paragraph A. - CANCELLATION condition applies except as fol- lows: If we cancel for any reason other than nonpayment of premium, we will mall to the first Named Insured written notice of cancellation at least 60 days before the effective date of. cancellation. This provision does not apply In those states which require more than 60 days prior notice of cancella- tion. s a Iz ® 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 7 of 7 BAA57239413 COMMERCIAL AUTO CA 88 63 09 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF CANCELLATION PROVISIONS Any term or provision of the Cancellation Conditions of the policy or any endorsement amending or replac- ing such Conditions is amended by the following: A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the person or organization shown In the Schedule below. In no event will the notice to the person or organization scheduled below exceed the notice to the first named insured. B. Our obligation to send notice to the person or organization listed In the Schedule below will terminate at the earlier of the current policy period expiration or when you no longer have a legal or contractual obligation to such person or organization to maintain insurance coverage under a policy which requires that such person or organization be notified in the event of cancellation. SCHEDULE 3. Number Days Advance Notice: 30 All other terms and conditions of this policy remain unchanged ® 2012 Liberty Mutual insurance CA 88 63 09 12 Includes copyrighted material of Insurance Services Office, Ina,W(h its permission. Page 1 of 1 P4 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 72 WEC FY8296 Endorsement Number: Effective Date: 01/01/23 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: MSA CONSULTING INC 34200 BOB HOPE DR RANCHO MIRAGE CA 92270 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by N� Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 11/10/22 Policy Expiration Date: 01/01/24