Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
CSG Consultants 03.26.2026
CONSULTING SERVICES AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND CSG CONSULTANTS THIS AGREEMENT for consulting services is made by and between the Town of L s Altos Hills ("Town") and CSG Consultants ("Consultant") (together referred to as the "Parties") as of _Nh cuy- do, 2.10 2026 (the "Effective Date"). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to Town the services described in the Scope of Work attached as Exhibit A, and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on December 30, 2026,,the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to consultant to complete the services required by this Agreement shall not affect the Town's right to terminate the Agreement, as referenced in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement according to the standards observed by a competent practitioner of the profession in which Consultant is engaged. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that Town, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from Town of such desire of Town, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. 1.5 Public Works Requirements. Because the services described in Exhibit A include "work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work," the services constitute a public works within the definition of Section 1720(a)(1) of the California Labor Code. As a result, Consultant is required to comply with the provisions of the Labor Code applicable to public works, to the extent set forth in Exhibit C. Consultant shall waive, indemnify, hold harmless, and defend Town concerning any liability arising out of Labor Code Section 1720 et seq. Section 2. COMPENSATION. Town hereby agrees to pay Consultant a sum not to exceed $55,135.00, notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict Page 1 of 14 between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. Town shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from Town to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to Town in the manner specified herein. Except as specifically authorized by Town in writing, Consultant shall not bill Town for duplicate services performed by more than one person. Consultant and Town acknowledge and agree that compensation paid by Town to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. Town therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: ® Serial identifications of progress bills; i.e., Progress Bill No.1 for the first invoice, etc.; ■ The beginning and ending dates of the billing period; ■ A Task Summary, containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; • At Town's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; • The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder; 2.2 Monthl, Payment. Town shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. Town shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. ..t 1004 .. .. .. •• • • • • • • • • • • • • r • �• QV W I W%.Rj If LAll WW`l VIW%.#%.O I %.#%I%Ail %.#%.4 1 I%AWW` "W%Al I L.O%A%1IWI%AW%Wl Ili r%J#I I%.#I I I 1W • (Not used) 2.4 Total Payment. Town shall pay for the services to be rendered by Consultant pursuant to this Agreement. Town shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. Town shall make no payment for any extra, further, or additional service pursuant to this Agreement. Page 2 of 14 In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B. 2.6 RO-2mblisan'a M-;;XpenSeS. Rolmhl 1pz;4h1a exnenses are mon'flod hPIMIA1 Anal QhA11 nA+ .. 8XG..• 1 .�+� • .• •n . n. • •+ • _ • .• • •• • • + .�i . . . . . • . . . . . . . . . . . . . 11 nni hn nxnnindtnd. .'. U I%A% WI 1%.411 1 IW%, P.,f%.f %w#,f%%J%.#%.f%AW%A (Not used) 2.7 Payment of Taxes., Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the Town or Consultant terminates this Agreement pursuant to Section 3, the Town shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 10"N .2 WWI 10 rmk . •.._. . .. .. .... ..... • .. .. •- -W JEWIM MLWXW two ....... �. •. . • A. -2•••. . • • •• . . .. . .. ••AM.. .. -� •. ...•. III a Am WWATAQ d ral. • . WAI • • • r'--3 an• •• KNO I •' . . . . • I1 a • - r • Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide proof satisfactory to Town of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work to the Town. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not Page 3 of 14 allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence that such insurance is in effect to Town. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the Town and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non -owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an "occurrence" basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition), Code 1 (any auto). No endorsement shall be attached limiting the coverage. 4.2.3 'Additional requirements.. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The Insurance shall cover on an occurrence or an occurrence basis, and not on a claims -made basis. Page 4 of 14 b. Town, its officers, officials, employees, and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultant; or automobiles owned, leased, hired, or borrowed by the Consultant C. For any claims related to this Agreement or the work hereunder, the Consultant's insurance covered shall be primary insurance as respects the Town, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Town, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. d. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days' prior written notice has been provided to the Town. 4.3 Professional Liability Insurance. 4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $1,000,000 covering the licensed professionals' errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 Claims -made limitations. The following provisions shall apply if the professional liability coverage is written on a claims -made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. C. If coverage is canceled or not renewed and it is not replaced with another claims -made policy form with a retroactive date that precedes the date of this Agreement, Consultant must purchase an extended period coverage for a minimum of five years after completion of work under this Agreement. d. A copy of the claim reporting requirements must be submitted to the Town for review prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. Page 5 of 14 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish Town with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the Town does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant's obligation to provide them. The Town reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Deductibles and Self-insured Retentions. Consultant shall disclose to and obt ain the written approval of Town for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the Town, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Town, its officers, employees, and volunteers; or the Consultant shall provide a financial guarantee satisfactory to the Town guaranteeing payment of losses and related investigations, claim administration and defense expenses. 4.4.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting" policy limit (i.e. limit that is eroded by the cost of defense). 4.4.5 Waiver of Subrogation. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the consultant, its employees, agents, and subcontractors. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.5 Remedies. In addition to any other remedies Town may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, Town may, at its sole option exercise any of the following remedies, which are alternatives to other remedies Town may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Page 6 of 14 ■ Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or 0 Terminate this Agreement. Consultant shall indemnify, defend with counsel acceptable to Town, and hold harmless Town and its officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney's fees and costs and fees of litigation) (collectively, "Liability") of every nature arising out of or in connection with Consultant's performance of the Services or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of Town. The Consultant's obligation to defend and indemnify shall not be excused because of the Consultant's inability to evaluate Liability or because the Consultant* evaluates Liability and determines that the Consultant is not liable to the claimant. The Consultant must respond within 30 days, to the tender of any claim for defense and indemnity by the Town, unless this time has been extended by the Town. If the Consultant fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due'the Consultant under and by virtue of this Agreement as shall reasonably be considered necessary by the Town, may be retained by the Town until disposition has been made of the claim or suit for damages, or until the Consultant accepts or rejects the tender of defense, whichever occurs first. With respect to third party claims against the Consultant, the Consultant waives any and all rights of any type to express or implied indemnity against the Indemnitees. Notwithstanding the forgoing, to the extent this Agreement is a "construction contract)) as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of consultant to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS, as an employee of Town, Consultant shall indemnify, defend, and hold harmless Town for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of Town. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of Town. Town shall have the right to control Consultant only insofar as the results of Consultant's services rendered Page 7 of 14 pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise Town shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other Town, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by Town, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of Town and entitlement to any contribution to be paid by Town for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant Not an Agent. Except as Town may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of Town in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind Town to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which Town is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to Town that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to Town that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from Town. 7.5 Nondiscrimination and Equal opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Page 8 of 14 Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. Town may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days' written notice to Town and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; Town, however, may condition payment of such compensation upon Consultant delivering to Town any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the Town in connection with this Agreement. 8.2 Extension. Town may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if Town grants such an extension, Town shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, Town shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments.. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. Town and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to Town for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between Town and Consultant shall survive the termination of this Agreement. Page 9 of 14 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, Town's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that Town would have paid Consultant pursuant to Section 2 if Consultant had completed the work. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the Town. Consultant hereby agrees to deliver those documents to the Town upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the Town and are not necessarily suitable for any future or other use. Town and Consultant agree that, until final approval by Town, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the Town under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the Town. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of Town or as part of any audit of the Town, for a period of 3 years after final payment under the Agreement. Page 10 of 14 Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Santa Clara or in the United States District Court for the Northern District of California. 10.3 Severability If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of (Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of Town or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any Town official in the work performed pursuant to this Agreement. No officer or employee of Town shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the Town. if Consultant was an employee, agent, appointee, or official of the Town in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code § 1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the Town for any sums paid to Page 11 of 14 the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by John Chau ("Contract Administrator"). All correspondence, communications and meetings shall be directed to or through the Contract Administrator or his or her designee. The Consultant shall only take direction regarding the services provided under this Agreement from the Contract Administrator. Furthermore, Consultant agrees that the Contract Administrator shall be included any meeting, teleconference or written communication between any Town representative including Committee members and the Consultant. The Town may modify the Contract Administrator at any time upon providing written notice to the Consultant. 10.10 Notices., Any written notice to Consultant shall be sent to: Nourdin Khayata 550 Pilgrim Drive Foster City, CA 94404 Any written notice to Town shall be sent to: John Chau 26379 Fremont Road Los Altos Hills, CA 94022 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, B, and C represents the entire and integrated agreement between Town and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Page 12 of 14 Exhibit A Scope of Services Exhibit B Payment Schedule Exhibit C Public Works Requirements 10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. Page 13 of 14 The Parties have executed this Agreement as of the Effective Date. TOWN OF LOS ALTOS HILLS CONSULTANT Cody Einfal CA City Manager Cyrus resident Attest: Page 14 of 14 Consulting Services Agreement between [EFFECTIVE DATE] Town of Los Altos Hills and CSG Consultants --Exhibit A Page 1 of 1 550 Pilgrim Drive Foster City, CA 94404 CG Phone: 650.522.2500 CONSULTANTS Fax: 650.522.2599 ww�.csgengr.cc�rn Etrr,� I o ye e - C� Hrn a cl February 24, 2026 John Chau Project Manager Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Re: Construction Inspection for the 2025-26 Pavement Rehabilitation Project CSG Consultants, Inc. (CSG) is pleased to present this proposal to the Town of Los Altos Hills (Town) to provide construction inspection services. COPE OF SERVICES CSG understands the Town is seeking services for the 2025-26 Pavement Rehabilitation Project. PERSONNEL CSG proposes Terry De Leeuw, CUSP, to provide construction inspection for this project. Mr. De Leeuw has over 25 years of public sector experience in the fields of construction inspection and construction management. FEE Provided below is CSG's proposed fee for this project. CSG has budgeted 30 working days at 8 hours per day, with an additional 4 hours allocated for preconstruction and 24 hours allocated for project closeout. CSG understands that the project specifications include alternate bid items and is prepared to discuss and adjust the proposed fee through a formal amendment should the work extend beyond the identified working days. The proposed fee is based on the following: • CSG has applied a discounted hourly rate of $195 for this assignment. These rates reflect prevailing wage requirements and include administrative costs and routine expenses, including local mileage, copying, fax, telephone, mail, in-house printing, software, and computer usage. We look forward to continuing our working relationship with the Town. If you have any questions, please contact me at (650) 522-2524 or by email at nourdin@csgengr.com. Nourdin Khayata, PE Vice President, Construction Management -- � 1 0OM Consulting Services Agreement between [EFFECTIVE DATE] Town of Los Altos Hills and CSG Consultants Exhibit B Page 1 of 1 Aaon%hl.� Arr- '19k C CONSULTANTS Nkw000r Employee -owned February 24, 2026 John Chau Project Manager Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Re: Construction Inspection for the 2025-26 Pavement Rehabilitation Project 550 Pilgrim Drive Foster City, CA 94404 Phone: 650.522.2500 Fax: 650.522.2599 www.csgengr.com CSG Consultants,, Inc. (CSG) is pleased to present this proposal to the Town of Los Altos Hills (Town) to provide construction inspection services. SCOPE OF SERVICES CSG understands the Town is seeking services for the 2025-26 Pavement Rehabilitation Project. PERSONNEL CSG proposes Terry De Leeuw,, QSP, to provide construction inspection for this project. Mr. De Leeuw has over 25 years of public sector experience in the fields of construction inspection and construction management. FEE Provided below is CSGs proposed fee for this project. CSG has budgeted 30 working days at 8 hours per day, with an additional 4 hours allocated for preconstruction and 24 hours allocated for project closeout. CSG understands that the project specifications include alternate bid items and is prepared to discuss and adjust the proposed fee through a formal amendment should the work extend beyond the identified working days. The proposed fee is based on the following: 0 CSG has applied a discounted hourly rate of $195 for this assignment. These rates reflect prevailing wage requirements and include administrative costs and routine expenses, including local mileage, copying, fax, telephone, mail, in-house printing, software, and computer usage. We look forward to continuing our working relationship with the Town. If you have any questions, please contact me at (650) 522-2524 or by email at nourdin@csgengr.com. Sincerely, Nourdin Khayata., PE Vice President, Construction Management PROVISIONS REQUIRED FOR PUBLIC WORKS CONTRACTS PURSUANT TO CALIFORNIA LABOR CODE SECTION 1720 ET SEQ. HOURS OF WORK: A. In accordance with California Labor Code Section 1810, 8 hours of labor in performance of. the services described in Exhibit A shall constitute a legal day's work under this contract. B. In accordance with California Labor Code Section 1811, the time of service of any worker employed in performance of the services described in Exhibit A is limited to eight hours during any one calendar day, and forty hours during any one calendar week, except in accordance with California Labor Code Section 1815, which provides that work in excess of eight hours during any one calendar day and forty hours during any one calendar week is permitted upon compensation for all hours worked in excess of eight hours during any one calendar day and forty hours during any one calendar week at not less than one -and -one-half times the basic rate of pay. C. The Consultant and its subcontractors shall forfeit as a penalty to the Town $25 for each worker employed in the performance of the services described in Exhibit A for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day, or more than 40 hours in any one calendar week, in violation of the provisions of California Labor Code Section 1810 and following. WAGES: A. In accordance with California Labor Code Section 1773.2, the Town has determined the general prevailing wages in the locality in which the services described in Exhibit A are to be performed for each craft or type of work needed to be as published by the State of California Department of Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file in the Town Public Works Office and shall be made available on request. The Consultant and subcontractors engaged in the performance of the services described in Exhibit A shall pay no less than these rates to all persons engaged in performance of the services described in Exhibit A. B. In accordance with Labor Code Section 1775, the Consultant and any subcontractors engaged in performance of the services described in Exhibit A shall comply Labor Code Section 1775, which establishes a penalty of up to $50 per day for each worker engaged in the performance of the services described in Exhibit A that the Consultant or any subcontractor pays less than the specified prevailing wage. The amount of such penalty shall be determined by the Labor Commissioner and shall be based on consideration of the mistake, inadvertence, or neglect of the Consultant or subcontractor in failing to pay the correct rate of prevailing wages, or the previous record of the Consultant or subcontractor in meeting applicable prevailing wage obligations, or the willful failure by the Consultant or subcontractor to pay the correct rates of Consulting Services Agreement between [EFFECTIVE DATE] Town of Los Altos Hills and CSG Consultants Exhibit C Page 1 of 3 prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rate of prevailing wages is not excusable if the Consultant or subcontractor had knowledge of their obligations under the California Labor Code. The Consultant or subcontractor shall pay the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate. If a subcontractor worker engaged in performance of the services described in Exhibit A is not paid the general prevailing per them wages by the subcontractor, the Consultant is not liable for any penalties therefore unless the Consultant had knowledge of that failure or unless the Consultant fails to comply with all of the following requirements: 1. The contract executed between the Consultant and the subcontractor for the performance of part of the services described in Exhibit A shall include a copy of the provisions of California Labor Code Sections 1771, 1775, 1776, 1777.5, 1813, and 1815. 2. The Consultant shall monitor payment of the specified general prevailing rate of per them wages by the subcontractor by periodic review of the subcontractor's certified payroll records. 3. Upon becoming aware of a subcontractor's failure to pay the specified prevailing rate of wages, the Consultant shall diligently take corrective action to halt or rectify the failure, including, but not limited to, retaining sufficient funds due the subcontractor for performance of the services described in Exhibit A. 4. Prior to making final payment to the subcontractor, the Consultant shall obtain an affidavit signed under penalty of perjury from the subcontractor that the subcontractor has paid the specified general prevailing rate of per them wages for employees engaged in the performance of the services described in Exhibit A and any amounts due pursuant to California Labor Code Section 1813. C. In accordance with California Labor Code Section 1776, the Consultant and each subcontractor engaged in performance of the services described in Exhibit A shall keep accurate payroll records showing the name, address, social security number, work, straight time and overtime hours worked each day and week, and the actual per them wages paid to each journeyman, apprentice, worker, or other employee employed in performance of the services described in Exhibit A. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following: 1. The information contained in the payroll record is true and correct. 2. The employer has complied with the requirements of Sections 1771, 1811, and 1815 for any work performed by the employer's employees on the public works project. The payroll records required pursuant to California Labor Code Section 1776 shall be certified and shall be available for inspection by the Owner and its authorized representatives, the Consulting Services Agreement between [EFFECTIVE DATE] Town of Los Altos Hills and CSG Consultants Exhibit C Page 2 of 3 Division of Labor Standards Enforcement, the Division of Apprenticeship Standards of the Department of Industrial Relations and shall otherwise be available for inspection in accordance with California Labor Code Section 1776. D. In accordance with California Labor Code Section 1777.5, the Consultant, on behalf of the Consultant and any subcontractors engaged in performance of the services described in Exhibit A, shall be responsible for ensuring compliance with California Labor Code Section 1777.5 governing employment and payment of apprentices on public works contracts. E. In case it becomes necessary for the Consultant or any subcontractor engaged in performance of the services described in Exhibit A to employ for the services described in Exhibit A any person in a trade or occupation (except executive, supervisory, administrative, clerical, or other non manual workers as such) for which no minimum wage rate has been determined by the Director of the Department of Industrial Relations, the Contractor shall pay the minimum rate of wages specified therein for the classification which most nearly corresponds to services described in Exhibit A to be performed by that person. The minimum rate thus furnished shall be applicable as a minimum for such trade or occupation from the time of the initial employment of the person affected and during the continuance of such employment. Consulting Services Agreement between [EFFECTIVE DATE] Town of Los Altos Hills and CSG Consultants Exhibit C Page 3 of 3 rcr+rnruc_n4 MrW A MMA DDA CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 12/9/2025 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(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # OC36861 Alliant Insurance Services, Inc. 560 Mission St 6th FI San Francisco, CA 94105 CONTACT Bernadette Heater NAME: PHONE FAX (A/C, No, Ext): (A/C, No): ADDRESS: bernadette.heater@alliant.com INSURERS AFFORDING COVERAGE NAIC # X INSURER A : Travelers Indemnity Company of Connecticut 25682 660-C1303879 INSURED INSURER B :Travelers Property Casualty Company of America 25674 INSURER C :Pacific Insurance Company, Limited 10046 CSG Consultants, Inc. INSURER D: 550 Pilgrim Drive Foster City, CA 94404 INSURER E: INSURER F: r'CiVFRAf�FG rCDTICIr`ATC A11 IRADCD• 0c111e1nKI Ku IRA0Co. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, .TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF POLICY MM/DD/YYYY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS-MADEFX OCCUR X 660-C1303879 12/10/2025 12/10/2026 EACH OCCURRENCE $ 11000,000 DAMAGE TO RENTED 300,000 PREMISES Ea occurrence $ MED EXP (Any oneperson) $ 5,000 PERSONAL & ADV INJURY $ 110001000 GENERAL AGGREGATE $ 21000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY F_x1 ERo F LOC PRODUCTS - COMP/OP AGG $ 21000,000 $ OTHER: B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 11000,000 Ea accident)$ BODILY INJURY Perperson) $ X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS X 810-C1306581 12/10/2025 12/10/2026 BODILY INJURY Per accident $ PROPERTYDAMAGE (Per $ ONLY NON-OWNED ONLY USOL $ B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,0001000 EXCESS LIAB CLAIMS -MADE CUP -C1390577 12/10/2025 12/10/2026 AGGREGATE- $ 51000,000 DED I X I RETENTION $ 0 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? a (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A UB-C138878A 12/10/2025 12/10/2026 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 11000,000 El, DISEASE - EA EMPLOYEE $ 11000,000 1,000,000 E.L. DISEASE- POLICY LIMIT $ C Professional Liabili 830HO489503-25 12/10/2025 12/10/2026 Ea Claim/Agg 51000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Professional Services Agreement The Town of Los Altos Hills, its elective and appointed officers, employees and volunteers are included as additional insureds on GL & Auto with 30 Day Notice of Cancellation per attached. cEKTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Town of Los Altos Hills THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 26379 Fremont Road Los Altos Hills, CA 94022 AUTHORIZED REPRESENTATIVE ACORD 25 (2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Z; 10 L a 6B'd -oul IsomedwooSJOleAW I 0qj 8002 Q 80 170 V L ti® W :9pnjoui pinoqs aoijou qons Golqssod luoixe eqj of -wi-elo B ui lInsaj Aew qoiqm. asuello we jo Haouaj -jn000,, ue jo ageoilouid su uoos s -e aoilou uoll!jm sn GA!b Isnw poinsui luuoil!ppe oqi -e -poinsui luuoil -IPPB aqj 01 PGP!AOjd ObUJOA00 10 UOlj!pUO0 B SV painsul leuoilippV uV 10 sauna 0 IN :SNowaNO'D A1111EIVII lVU3N3!D lVIDH3W NNNNWO3 — Al N01133S 01 POPE Sl"bU!AAOIIOI Oq • ,eouujnsui jeq,lo,, Auu japun painsul luu0ll!ppu uu si uoiluzitiebio jo uosied luql uaqm painsui lutiollipp-e E)ql of ajq'ej!eAu si juqj 'siseq jaqlo Aue uo jo luebuiluo.o 'ssaoxe 'Aiiawijd jeql@qAA ,,GOUL:) o . -insui jeql, .-c)lq!IoE) . lloo pue P!IEA AUP JOAO SSOO -xe si 11!js poinsui jEUOlI!ppB.Oqj 01 POP!AOid eoup -insui siql Ing %,9oupinsui jeqlo,, I-eql ql!m ejpqs IOU Ilim am pup 'ssol qons jol poinsui pow-eu P s,e uoilezitiubio jo uosied jBqj SJGAOO qoiqm pains _Ul luuoil!ppe eqj of elqel!PAE ooti-einsui jaqjo of AjewiAd si oweinsui siql Isiseq Ajo,inq!jluoo -uou pue Aiewijd *e jo siseq Aiewijd u uo Aldd-e Isnw IJud GbI?JOAOo siql japun poinsui luuoil!p -Ple OqI 01 pOp!Aojd eou-cinsui siql juqj ,00uujnsui buijinbei louiluoo uell!jm,, eqj ui aoibe Alleoipoods noA J! 4JOAOmOH 'JOAO0 OM SSOI i? jol painsui ILatioil -!pp,e eqj of ejq'ej!BAV si leql 'sis*eq jeqlo AM UO, Jo juabullUOD 'ssooxo cAjuwijd joqlc)qm ',,eouejns -ui jE)qlo,, E)lq!IoE)Iloo pue p!jPA Au -e. JOAO SSOOXG Sl painsui I-eUOII!PP'B aqj 01 PGP!Aoid eouejnsui aqj -du painsui I-eUOII!pp-e aqj 01 PGP!AOjd eouu -insui eqj ueql puu 'painsui I*euoil!ppe IL:)ql jol ObUJOAO3 qons GP!AOjd. of no,A saiinbei All-eo -!poads ,E)ouejnsui buijinbei loeiluoo uall!jm,, aqI ssalun ,pxez-eq suo!lejE)do paleldwoo -slonpoid,, eql ui pepnloui puu ,�ljom inok Aq pasnuo ,aftwup Aliedoid,, jo ,Ain[ -ui Al!poq,, of Alfte IOU soop eouujnsui siqj -9 "SUOISSIWO Jo sjoijo juawa6ptiew uoilonjisuoo jo ,SOOIAJOS NE luuoissejojd,, Cue . japuej of ajnl!-el jo jo 6ui -j;gpuej aql of Aldde IOU seop eouejnsui siqj up. :SNowaNOD AIIII13VII lVH3N3!D IVIOU3111W00 — Al NOIl -03S jo -e-17 qdPibeJBd 01 POPPB S1. 6UP011019141 NZ 'J911JEO Sl JGAE)qDlqM `poijad Aoilod eqj jo pug eqj J.0 ObUJOA00 qons ap!Aoid of noA saimbei „aouaansul 6uijinb -OJ 102JIU00 Uq:4!Jm,, aqj qoiqm JOj quill 10 poli -ad aqj jo pue eqj ajolaq sin000 Ieql lieftwep Aliedoid,, JO ,Ajnfui Al!poq,, qons of Aluo saild 4 1 NNeoweinsul jo sl!wll — III tiolloas Ul paq!josep eoupinsui jo sliw!l aqj aseajoui IOU 11-eqs juawasiopue siqj •Heoueinsui buijinbei joeiluoo uell!jm,, leql Aq pajinbei Al!l!qeil jo sl!wil eql.ol pel!wil aq lleqs poinsui jPuoij!pp-e Oql 01 POP!Aoid aoueins -ui eqj ',,eouejnsui buijinbei louiluoo UqjI!Jm,j eqj Aq pajinbei Al!l!qeil jo sl!wil eql poeoxe suOlIBRI080 OqI U! umOqs IJ'edObUAOAOC) Slqj 10 eouejnsul jo silwil eqj Ileqj IUOAG aqj Ul -3 :smolloj se Pal!wll sl poinsui 1euoil!ppe qonsOl PGP!Aoid eoupinsui Oqj -tioil-eziwebio jo uosiod qons jo suoissiwo jo spe luepuedepui eqj of joedsoi ql!m ainsui 0 1 p leuoil!ppe we se Aj!lenb IOU seop uoileziwebio Jo UOSJE)d eqj -saildde eoueinsul buijinbaj lo-eiluoo uell!jmii eqj qo!qm of ,�ljom jnok jo eouewjoljed oql ui joloeiluooqns anon( jo noA jo suoissiwo jo sloe Aq pasn-eo si aftwup jo Ainlui OqI gluql luelxa qqj of Aluo pU'e 'ji wq PU-e.'oAjnfui I-euosiod,, jo,,96poep Aliedoid,, ,Ajnfui Al!poq,, jol Aj!j!qqj of loodsoi ql!m Aluo NNe :Inq `Jaid ObEAGAOC) siql uo peinsui 1euoil!ppge ue ve opnloui of ,00ti-einsui buijinbei jouilpoo uell!jm,, -e ui aoibe noA leql uoil-ezitiubio, jo uosied AuV :a3unSNI NV SI OHM — 11 N01133S 01 POPE SIN bUl.m011OJ eqi 1 idVd 39VH3A00 Ail�IOVI� ]VH3N30 W10831NN00 :buimollol eql japunp0p!AOjd eouejnsui saij!pow juawasjopue siqj (SlJOA3Auns aNV S1133NION3 'S13311HOHY) SIOVIIIN03 N31iium 101100110 a3unSNI lVN0uiaav 13>INVIE] oAiin:J3HV3 ii aV3d 3SV31d OA3110d 3HI S3!DNVH0 lN3W3SbloaN3 SIHI A11�113VII lVH3N39 -lVl0d3VlVl00 6t8EOETD-099:U39vqnN AD110d COMMERCIAL GENERAL LIABILITY i. How, when and where the "occurrence" or offense took place; iii. The names and addresses of any injured persons and witnesses; and iii. The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against the additional insured, the additional insured must: i. Immediately record the specifics of the claim or "suit" and the date received; and iii. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. The additional insured must immediately send us copies of all legal papers received in con- nection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and oth- erwise comply with all policy conditions. d. The additional insured must tender the de- fense and indemnity of any claim or "suit" to any provider of other insurance which would cover the additional insured for a loss we cover. However, this condition does not affect whether this insurance provided to the addi- tional insured is primary to that other insur- ance available to the additional insured which covers that person or organization as a named insured. 4. The following is added to the DEFINITIONS Sec- tion: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or or- ganization as an additional, insured on this Cover- age Part, provided that the "bodily injury" and "property damage" occurs and the "personal in- jury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 Q 2008 The Travelers Companies, Inc. CG D4 14 04 08 L 10 L abed 8LOZ le:)Ul ;DDIJJO S9 DIAJ9S @:)uejnsul 0 6L ZL LO oz DO -pamsui leuoilippe all. ol;alqel!eAe 9:)uejnsui jaqlo. Cue woj; uoilnq!jluo:) laas jou pinom pue Ajewijd ;aq pinom ;a:)uej,nsui'-siql leql juawaoibe jo loeiluo:) e ul 6U!I!jm- Ul P9aAbe aAeq noA (Z) pue !@Duejnsui jaqlo q:)ns japun painsul P@weN e si painsui leuoil!ppe aqi (L) :Ieql pap!Aoid kqod jnoA japun painsui leuoil!ppe ue ol alqel!eAe ' aneinsui Jaqjo Cue wojj uoilnq!jluoD Baas jou Ipm pue ol Ajewiid si a:)uejnsui siq I 9:)uejnsul Ajolnq!JluO:)uON PuV AJetu'Jd :Aieiluo:) 941 01 UOISIAoid -Aue sapasiadns pue uoil!puo:D 93uejnsul J0410 94 01 P9PP S' 5U.IMOIIOI a4l 1"d'Vd DEMADA03 A I i-]IGVI-1 SNOI I ":qdO 0:3 l-TldNo:D/sionaodd -L'd'Vd 9E)"3A00 /UIIIOVI-1 �:jonorl 1'd*Vd �0"DAOD A11119VI-1 -1"d INDD -IVI3`d*=lNINO3 :6uimolloj;aql japun pap!Aoid @:)uejnsui saippow juawasiopue sill . NOuiaNOO 30NvmnSNI 'M3HIO �,ktioinGININOONON aNVkl]VWINd QAi1n=131JV:) 11 aV3"d' 3SV31d "A3110d 3HI S30NVH:) IN3W3S8OaN3 SIHI Jdl-119VFI -MADN719 -IVIM:EINNO3 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However,. coverage for any injury, damage or medical expenses described in any of the provisions of this 'endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all theprovisions of this endorsement and the rest of your policy .carefully to determine rights, duties, and what is and is not covered. A. Non -Owned Watercraft — 75 Feet Long Or Less H. Blanket Additional Insured — Governmental B. Who Is An Insured — Unnamed Subsidiaries Entities — Permits Or Authorizations Relating To C. Who Is An Insured — Retired Partners, Members, Premises Directors And Employees I. Blanket Additional Insured — Governmental D. Who Is. An Insured — Employees And Volunteer Entities — Permits Or Authorizations Relating To Workers — Bodily Injury To Co -Employees, Co- Operations Volunteer Workers And Retired Partners, J. Incidental Medical Malpractice Members, Directors And Employees K. Medical Payments— Increased Limit. E. Who Is An Insured — Newly Acquired Or Formed L. Amendment Of Excess Insurance Condition Limited Liability Companies Professional Liability F. Blanket Additional Insured — Controlling Interest M. Blanket Waiver Of Subrogation — When Required G. Blanket Additional Insured — Mortgagees, By Written Contract Or Agreement Assignees, Successors Or Receivers N. Contractual Liability — Railroads PROVISIONS uses or is responsible for the use of a A. NON -OWNED WATERCRAFT — 75 FEET watercraft that you do not own that is: LONG OR LESS (1) 75 feet long or less; and I The following replaces Paragraph (2) of (2) Not being used to carry any person Exclusion g,*, Aircraft, Auto Or Watercraft, or property for a charge; in. Paragraph 2. of SECTION I B. WHO IS AN INSURED — UNNAMED COVERAGES — COVERAGE A — BODILY SUBSIDIARIES INJURY AND PROPERTY DAMAGE The following is added to SECTION 11 — WHO IS LIABILITY: AN INSURED: (2) A watercraft you do not own that is: Any of your subsidiaries, other than a partnership (a) 75 feet long or less; and or joint venture, that is not shown as a Named (b) Not being used to carry any person Insured in the Declarations is a Named Insured or property for a charge; if: 2. The following replaces Paragraph 2.e. of a. You are the sole owner of, or maintain an ,SECTION 11— WHO IS AN INSURED: ownership interest of more than 50% in, such e. Any person or organization that, with subsidiary on the first day of the policy your express or implied consent, either period; and CG D3 79 02 19 0 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. wissimed sl! qlp"oul 'aogjo seowaS 9oueinsul jo lepajew pajqBpAdoo Sapnjoul ZO 6L a 6� 'p9AJOS9J SlqBIJ JIV 'he�woo ApWapul SJ919"AP-JI 9qj L WZ 0 9 10 Z 968d cE)3 -joloajip juaiino jo (Auedw - oo Al!l!qeil palpil e aje noA j!) j;aqwaw juaiino hue jo '(9injuGA juiof jo diqsjau:ped e aje noA j!) jaquiew jo j;gu:ped lugjjnc) Cue iisia�jom jealunlOA,, jo ,s%q9Aojdw@,, paiijai . jo lu;ajjno jnoA 'sjoloajip jo si9qwaw 'siau:ped paiijai inoh jo Cue `noA `'Aq asodind Cue joj pasiojaxe buiaq sl joiluoo leoisAqd qoiqm Juno J0 `10 loiluoo jo Apolsn,o '9jeo aqj ui 'ol pajwq�l (q) io '.Aq pasn jo paidn000 'paumo (e) :kp . adoid ol,,abewep A:pedOJd,i (C) SGOINGS ajeo qjje9q.jeuoiss9joid9P!Aojd ol buipel JO bUlp!Aoid J;Dq jo siq jo Ino buisijV (p) Jo ;9Aoqe (q) jo (e)(Z) qdejbBJed u! paqposap Ainfui eqj jo asneoaq sabewep fied Isnw oqm asla euoawos fiedai jo ql!m sabewep aieqs of uoilebilqo Cue si ajoqj qoiqm io_� (3) 9 .9Aoqe (e)(Z) qdBJ58JBd jo aouanbasuoo e se da�iom i@ajunjOA,, io Haafiojdwb,, 'jolowip giaqwaw 9 jou:ped paiijai jo juaiino leql jo jalsp jo jeqlojq cluaied 'pl!qo 'asnods aqj of (q) 9 ssauisnq jnoA jo lonpuoo ;Dql of pajejej salInp buiwjojjed al!qm fisja�ljom jealunlOA,, J'9qlO inofx ol jo isseuisnq inoh jo lonpuoo aqj ol palelai sapp buiwjop;ad jo juawAoldwa jag io siq 10 asinoo aqj ui el!qm ,s@9AojdwG),, io siologilp pei!laj jo . juaiino jaqjo jnoA ol '(Aue.dwoo Al!l!qeil palpil e aje noA j!) sjeqwew pajilai jo lu;ajjno inoA of '(ejnlUv9A jUlof io diqsjau�ped e aie noA j!) siaquiew jo sieuped paiijai jo juaiino jnoA of 'noA of (P) :,,Ajnfui IeUOSJ@dii (Z) *ssauisnq jnoA jo lonpuoo aqj of plejej sapp buiwjojjad jo noA Aq juawAoldwa i . iaql jo adoos aqj uiql!m builoe aq of pawaap aq llp noA jol smog Niom jiaql buunp ,saoiAias uelpeweS pooE),, jo pe lsjij aplAoid of buil!ej jo 5UIP!Aoid ,sG)aAojdwq,, jo siolowip 'sjaqw;aw 'siau:ped paiijai Dons AUV -ioloop e ueql jaqjo ',,s@@Aojdwa,, jo siolowip 'sjaqwaw 'siau:ped paiijai inoA jo Cue Aq ,saoi/u;gs uelpeweS pooE),i Jo P!e JSJIJ GP!Aoid of bull!ej JO 5UIP!Aoid jo Ino buislie H funfui Al!poq,, of Aldde IOU Op @Aoqe (p) pue (:))''(q) '(e)(4) sqdeibeied 'SGOING I )s ajeo qlleaq leuoissajoid - bUlp!Aoid jo uoilednoo.o jo ssauisnq aqj ui aie noAssaiun "SaolMas ajeo qlleaq jeuoissajojd9p!Aojd ol 6ull!ej JO 6UIP!Aoid jag jo siq jo Ino buisijV (p) is GAoqe (q) jo (P)(F) qdBJ68JBd ui paqposap Ainfui au} jo esneoaq sabewep ted Isnw oqm osla %9uoawos Aedai jo ql!m sabewep gjeqs of uoilebilqo Cue si aiaqj qoiqm jo. (3) .GAoqe (e)(0 qdejbeJed JO aouanbasuoo e se joloajip jo jaqwaw 'jauped juaiino leql jo jalsis jo jeqlojq 'juaied ipl!qo 'asnods aqj of (q) I 'siolowip juaiino inoA ol jo (Auedwoo Al!lpell palpil e aie noh j!) siaqw9w juaiino inoA of '(9injUGA JUIOF jo diqsjauljed e aie noA j!) sjaqwaw io siaulled juG)jjno inoA of 'noA o1 (e) :i,Ainfui Appoq,, :joj painsui ue sl i,@@Aoldwe,, jo jolowip 'jaqw9w 'jau:ped -ssauisnq jnoA jo pejil%gj Bons ou cJ9A9mOH lonpuoo aqj of pajelai saijnp buiwjojjed al!qm jo noA Aq juaw4oldwe jieql jo adoos aqj uiqlim sloe jol Aluo Inq 'UOISIAJ@dns joamp inoA japun noA joj seowas buiwjojjgd si jeqj,,;q9Aojdw@,, jo joloajip `iaqwaw 'jau:ped paiijai jnoA si oqm uosiad AuV :a3NnSNI NV Sl OHM — 11 N01133S jo -Z qdejbBJBd 01 PGPP8 S1. bul.MOIIOJ Gq I S33AOIdVY3®Nb SN01:03NIa 'SN313000Y `SN3NJLNVd a3lll.L3N — a3NnSNI NV SF OHM '3 -%ginjonils sl! UJ%9AO6 leg} sluawnoop aqj jo oweu sl! ui paleoipui se .Isnjl v -3 jo 'Auedwoo 41!1!qeil palpil joqjnju9A jUlOf cdlqsjc)u:ped e ueqj jaqlo uoileziuebio uV -q `Auedwoo 41!1!qeil palpil V me :se suollejeloga qqj Ul paleubisep eq of paweap aq llp Ajaipsqns Bons pea 4painsul uV sl OqM — 11 U01joaS jo •4 qdejbeJed JO sasodind jO4 -fueip!sqns qons ui %09 ueqj afoul jo isaialui diqsjaumo ue uieluiew j;abuol ou noA leql Poijad Aoilod aqj buiinp 'Aue j! ';alep aqj jaljv mq jo '.Ajeip!sqns Bons ui %09 ueqj ajow jo Isaialui diqsjaumo ue pauieluiew noA ajolaq me :pall!wwoo qsUqjjO ue Aq pesneo ,Ajnfui bUISEPGApe pue leuosiad,, io cpaiin000 jeqj 09bewep A:padoid,, jo ,Ajnfui 41!poq,, joj painsui ue si Ajeip!sqns Bons ON -;aouejnsui jaqlo ,epulis .japun painsui ue IOU si fueip!sqns qonS wq AiIII13VII IV?J3N30 IVIO�GAnOO D. WHO IS AN INSURED — EMPLOYEES AND VOLUNTEER WORKERS — BODILY INJURY TO CO -EMPLOYEES, CO -VOLUNTEER WORKERS AND RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES The following is added to Paragraph 2.a.(1 ) of SECTION II — WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" to a current or retired co - '"employee" while in the course of the co- "employee's" employment by you or performing duties related to the conduct of your business, or to "bodily injury" to your other "Volunteer workers" or retired partners, members or directors while performing duties related to the conduct of your business. E. WHO IS AN INSURED — NEWLY ACQUIRED OR FORMED LIMITED LIABILITY COMPANIES The following replaces Paragraph 3. of SECTION II — WHO IS AN INSURED: 3. Any organization you newly acquire or form, other than a partnership or joint venture, and of which you are the sole owner or in which you maintain an ownership interest of more than 50/0, 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 (1 ) Until the 180th day after you acquire or form the organization or the end of the policy period, 'whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it; 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. For the purposes of Paragraph 1. of Section II — Who Is An Insured, each such COMMERCIAL GENERAL LIABILITY organization will be deemed to be designated in the Declarations as: a. A limited liability company; b. An Organization other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. F. BLANKET ADDITIONAL INSURED — CONTROLLING INTEREST 1. The following is added to SECTION II WHO IS AN INSURED: Any person or organization that has financial control of you is an insured with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" that arises out of: a. Such financial control; or b. Such person's or organization's ownership, maintenance or use of premises Leased to or occupied by you. The insurance provided to such person or organization does not apply to structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 2. The following is added to Paragraph 4. of SECTION II - WHO IS AN INSURED: This paragraph does not apply to any premises owner, manager or lessor that has financial control of you. G. BLANKET ADDITIONAL INSURED — MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is a mortgagee, assignee, successor or receiver and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to its liability as mortgagee, assignee, successor or receiver for "bodily injury", "property damage' or "personal and advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, CG D3 79 02 19 0 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 0 Includes copyrighted material of Insurance Services Office, Inc. with its permission. -uoissiwjed sj! ql!m *oul leogjo seouueS eoueinsul jo lepejew pelqbijAdoo sepnjoul 64 Z® 61 ca Eo -pe/ugsai slq6lj JIV *Auedwoo Apw9pul Sjql9*AeJ I au.L L HOZ o 9 10 �968d `Isiuoil!jlnu cueloijalp Isibolopne ijauleil oijvqjqje coipaweied .'ueioiuqoE)l leolpew Aouabjewa 'juejsisse asinu i9sinu e si oqm ,s;D@Aoldwci,, jnoA jo hue Aq jjSG0IAJ9S Je0lP@LU JeJU9p!OUl,, (9) :9p!Aoid of Buil!ej jobUlp!Aoid jo Ino buislie ifijnfui Al!poq,, of Aldde IOU Op ;DAoqe (p) pus `(q) sqdeibeied 'saoi/\j;gs ajeo qlle%gq leuoissajoid 6U!P!Aoid jo uoiledn000 jo ssauisnq aqj ui aie noAssaiun :a3NnSNINV Sl OHM — 11 N01103S JO (ONUEZ qdBJ68JBd jo qdeibeied Isel @qj seoeldoibuimoliol aq I -Z 'SGOIAJ9S ajeo qjjeaq leuoissajoid buiplAoid jo uoiledn000 jo ssquisnq 9qj ui aie noA ssalun 'uosied e of ,SGOIAJ,9S Uel!JeWeS POOE),, JO P!e JSJIJ C,IS901AJ9S je0lP9LU jejU@P!0UI,, GplAoid of buil!ej jo 6UIP!Aoid Ul. P%911!wwoo uoissiwo jo joe uV -q :UOIIOGS SNOIIINina Gqj Ul Haouaiin000ft 10 U01j!Uljqp aqj jo -q qdejbeJed seoeldej bUlMOjj0j aq I 30110"d"`lVWivoia3W "IV.LN3alONI or .,,piezeq suoijejado paleldwoo-slonpoid, aqj ui papnioui abewep kpadoid, jo ,f\jnfui, 41!poq,, AAV mq JO 'Al!JUG IeIUGWUJGAOb qqj JOj pawjojjgd suoijejado 10 Ino buispe ,f\jn'fui bUlSl:p9APe pus leuosiad, JO habewep kpadoid, Ainfui Al!poq,, Auv me :ol Aidde IOU scop Alpa IBIUGWUJOA05 eons of p9p!Aoid aoueinsui aq I 'Suoijejado qons jo Ino buispe ,Ajnfui bUISI]JGAPB PUB leuosiad, jo ,abewep kpadoid, `,Ajnfui Al!poq,, joj Al!l!qeil of joadsai ql!m Aluo Inq 'Painsui U8 S'. IJBd 968J.Moo siq� uo painsui jewippe ue se apnioui of juawaoibe jo joeiluoo uallpm jo apoo buippq 'mel 'aoueuipio hue Aq pajinbaj aie noh ieql pue jleq;gq jnoA uo jo noA Aq pewjojjed suoijejado of joadse'i ql!m uoilezijoqlne jo I!Wjad e panssi seq leql Alqua jejU9LUUJGAOb AAV :a3NnSNI NV Sl OHM — 11 N01133S 01 P%9PP8 Sl 6ulmOjjOj GqJL SNOIJ.VU3dO 01 DNIIV"13N SNOI.LVZINOHinv No S11W.N3d — S3111IN3 IVIN3WNN3AO!D a3NnSNI IVNoiiiaav 13NNVII3 01 jo siauueq 199JIS 'SJOleA919 IsIlneA Njemaps 'sbuivado Aeme Isioq 'saanbjew 'seloquew. 's4emaApp `salon le0o Isaoueilue jellao 'saidoueo lSbUIUMe' 'SUbIS bUISIp9APe :UOIIeZijoqlne JO liwied qons panssi Seq AJ!JU9 jBjUGLUUJ@AO5- leql q0lqM J0j bUlMOjjOj 9qj JO AUe JO JeAOLUGJ JO U01 .109ja 'uoilowlswo 'jiedej .'aoueueluiew Casn 'diqsjeumo '%poualsixe %qqj jo Ino buispe ,,Ainfui buisi:p@Ape PUB leumad, jo .,,ebewep A:p,gdoid,, CHAinrui Al!poq,, job. Al!l!qeil of joadsai ql!m Aluo Inq 'painsui ue si :ped 958JOA00 siql uo painsui leuoil!ppe ue se apnjoui 01 juaweeibe jo josi}uoo uallpm jo apoo 6uipl!nq `mel ',goueuipio hue Aq pajinbaj aie noA leql PUB noA lol paueol jo peluai jo 'Aq paidn000,jo paum osasiwaid of joadsai ql!m uoilezijoqlne jo jpjad e panss! Seq I eqj AJ!JUG JeJU9WUJGAOO AUV :a3NnSNI NV Sl OHM — 11 N01133S 01 P9PPe si. bul.mOIIOJ Gqi S3SIW3Nd OJL!DNIIV13N SNOIJLVZINOHinv NO SIIWN3d — S3111IN3 IVIN.3WNN3AO!D a3NnSNI IVNOwaav 13NNVIS lH 'JGAIE)09J jo jossaoons 'paubisse 'qqbeb:pOw eons jo jleqaq uo jo Aq pc)wjojjad suoijejado uoijpwap jo uoilowlsum Mau 4suoileialle leinjonils hue jo Ino buislie ,)6nrui 5UISI:P,9APe PUB JeUOsjgdii ii JO 9bewep A:pE)dojd,i ',,f\jnfui 41!poq,, AuV (Z) JO 'Joejjg Ul JqbUOj Ou sl lugwaajbe jo joeiluoo qons ia:ge 1pallpwoo si leg} asuago ue Aq pasneo ,Ajnfui bUISlIJ9APe PUB leuosiad, hue jo 'sin000 jeqj Habewep Aliadoid, jo ,Ajnfui 41!poq,, Aub' :ol Aidde jou scop uoileziuebjo jo uosied qons ol POP!Aoid eouejnsui aqj -q 'SSGI GJB JGAE)qOlqM SUOIJBieloa(] %qqj Ul UMOqs sl!wll aqj JO jUqLU9,9J68 JO j0BJjUO0 U@jj!JM 9ql Ul 9P!Aoid ol pawbe noA jeqj sl!w!l wnwiuiw aqliq ll!m J%9AI@0@J JO jossamns 'eaubisse 'aabeftpow qons 01 PGP!Aoid aweinsui jo sl!wil aqi me :SUOISIAoid buimolloj qqj 01 joarqns si J%9AI909J JO jossnons 'eaubisse 499585:pOw qons 01 p9p!Aoid nueinsui ;aqjL .:Ped@58JGAOO Slqj uo painsui jewippe use se papnjoui aq of juaweeibe jo joeiluoo leql japun paiinbei si JGA190%9J JO jossnons leaubisse 99abe6pow jeqj qoiqm -jol sespaid aqj jo asn jo aoueuejuiew 'diqsj;aumo qqj jo Ino s;gsijV '"q PUB .IUE)waejbe jo joeiluoo leql jo buiubis E)ql of juenbasqns AillISVI"l IV�GN30 IVIO�J3AINQO occupational therapist or occupational therapy assistant, physical therapist or speech-language pathologist; or (±) First aid or "Good Samaritan services" byany ofyour "emp|oyees"or"volunteer workers", other than an employed or volunteer doctor. Any such "employees" or"vo|unteerworkers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related tothe conduct of your business. 3. The following replaces the last sentence of Paragraph 6. of SECTION III — LIMITS OF For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed tobeone "000urrenoe" 4. The following exclusion is added to Paragraph 2, Exclusions, of SECTION | — COVERAGES—COVERAGEA � BODILY INJURY AND PROPERTY DAMAGE Sale Of Pharmaceuticals "Bodily injury" or "property damage" arising out of the violation of e penal statute or ordinance relating to the made of pharmaceuticals committed by, or with the knowledge orconsent ofthe insured. 8 The following is added to the DEFINITIONS "Incidental medical services" means: c Medical, surgical, dental, laboratory, x+ ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or medina|, dental, or surgical supp|iea or COMMERCIAL GENERAL LIABILITY that is available to. any ofyour "empoyees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.o(I) of Section U — Who Is An Insured. K. MEDICAL PAYMENTS— INCREASED LiWq|T The following replaces Paragraph 7. of SECTION III —LIMITS OF INSURANCE: 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will bethe higher of: a. $10,000; or b. The amount shown inthe Declarations of this Coverage Pert for Medical Expense L. AMENDMENT OF EXCESS INSURANCE CONDITION — PROFESSIONAL LIABILITY The following is added to paragraph 4~b' Excess Insurance, of SECTION [V — COMMERCIAL GENERAL LIABILITY This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis, that is Professional Liability or similar coverage, to the extent the loss is not subject to the professional services exclusion ofCoverage AorCoverage B. M. BLANKET WAIVER OF SUBROGATION — WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following kaadded toParagraph 8.,Transfer Of Rights Of Recovery Against Others TmUs, of SECTION K/ — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured hes agreed in awritten contract or agreement to weke that insurod's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: 8 The following is added to Paragraph �b. ' s. "Bodily injury" or "property damage" that ���e�a |��u,sn��' of SECTION P� — or COMMERCIALCOMMERCIALGENERAL�L LIABILITY ououns' CONDITIONS: b. "Personal and advertising injury" caused by ' This insurance isanoffenoethatis committed; excess over any valid and collectible other insunanoe, whether primary, subsequent to the signing of that contract or excess, contingent or on any other basis, agreement. ' CG D3 79 0219 @s017The Travelers Indemnity Company. All rights reserved. Page 5ofG Includes copyrighted material nrInsurance Services Office, Inc. with its permission. wissimed sj! ql!m,oul 'oo4jo seouueS eouejnsul jo ej lepew p9jq6pAdoo sepnjoul 6 I ZO 6L Ca 03 'POAJBS9J SlqblJ JJV'AW UE�oo Al!uwepul Si'919"AW I Oqi L HOZ 9 jo 9 abed - piqla 19 p sl U011098 SNOIIINI:13a aqi ul. iioejiuoo Painsui11 0 jo jep aqj jo (4)°j qdejbBJed 'Z .uoil!ui. .,Iuawaaj6e asugoll Jo Juawasea Auv :U01.1098 SNOIIINina vqqj ui joeiluoo peinsui,, jo U011!uljap aqj jo m:) qdejbeJed S;90eldaj buimollol aqj 14 savoN"iivN - Ainisvii. ivnIOVNIN03 ON AillOVII IVANRD IVIOONINOO COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. GENERAL DESCRIPTION-OFCOVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and 'these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS F. HIRED AUTO LIMITED WORLDWIDE COVERAGE — INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE — GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.I., Who Is An Insured, of SECTION 11 — LIABILITY COVERAGE: Any organization you newly acquire or form during the policy period over which you maintain .50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.I., Who Is An Insured, of SECTION 11 — LIABILITY COVERAGE: - This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name H. HIRED AUTO PHYSICAL DAMAGE — LOSS. OF USE — INCREASED LIMIT I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT J. PERSONAL EFFECTS K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS as an additional insured for Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.I., Who Is An Insured, of SECTION 11 — LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto"- hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. 2. The following replaces Paragraph b. in B.5, Other Insurance, of SECTION IV — BUSINESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: CA T3 53 08 17 @ 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission u0issiwied sj! ql!m -ouj leoglo saoimaS emeinsul jo lepajew pqjqbijAdoo sapnjoul Pamesai sjq61j 11V -AuejW00 ApWapul Sjel9,AeJ I 9q I LOZ @ Ll� go C9 Cil. V3 " 9 V JO Z;DbBd si! 'sams Pai!un aqj ap!slno fujunoo flue ul: a0beinsui Ajosindwoo jo paiinbai j0j qjnj!jsqns e IOU si aouensui siql -siseq i9qjo hue UO JO juabuiJU00 ssaoxe 'Aiewijd. jeqlaqm ,painsui,, aqj of elqel!eAe ameinsui i9qjo alqjoalloo PUB P!IeA hue J9AO ssaoxa si goueinsui siqi sasuedxe asualap jo sjuawaillas Csabewep JOj . sjuawAed ui nuainsui jo I!wil alcleoildcle aqj dn Pasn GAeq 9M UGLIM spub sluaw4ed Bons anew of AInp ino •I!wil qons of uOij!ppe ui IOU PUB :]E)VdqA00 Ail-119VI-I — 11 NOI I 0=1S 10 'aouejnsul 10 I!wil "0 qdeibeJBd U10 pacIposap I!W!l aqj U1qj!m papnloui pue of do Aluo Inq ',,I!ns,, qons hue Isuiebe ,,p;ajnsui,, aqj jo asuejap inoA PUB swielo qons jo uolleblISGAU1 inoh joj juasuoo ino qj!m paiihoui sasuacixe alcleuoseei aqj job 9 -E30V�GAOO AilllOVII — 11 NOUO3S 10 'eouejnsul 10 I!wi-1 ',,0 qdejbBJBd Ul paclposap I!wil aqj of do Aluo Inq juas.uoo ino qj!m sAed ,painsui,, aqj 1eqj 'saildde eouejnsui siqj uoigm ol Habewep kpacloid, JO ibnrui Al!poq,, jo asneoaq sabewep se teed Isnw Allebal ,,painsui,, aqj 1eqj suns job k .0painsui, aqj asinqwiej ll!m aAA (p) .,,I! n s,, JO W1810 hue '10 juawalIjas aqj Ul JO g1suiebe painsui, ;aql buipuejap ui aiediorped 'uoijajosip ino le 'Aew 9AA -juasuoo ino Inoql!m juawalIjas hue 9�lew ll!m ,painsui,, PGAIOAU1 JGLIJO hue jou note j9qj!aN (q) pal!wil e aje noA j!) sjaqwew '(d!qsjou�ed e %gie noA j!) siau:ped ',,s99AoId,wq,, inoA jo hue (} wojj mojjoq jo juai 'ajiq 'aseal nOA iolne, ue IOU si 1eqj PUB ssal jo steep 0S jo poijad e JOJ JGAIJp e Inoql!m mojjoq jo juai cajiq `areal note 1eqj iolne,, paj@Aoo hue jol abejaAoo (Z) Aj!I!qeij jol 'uoijo!psijnfjo Aijunoo eons uiql!m jo ql!m ssauisnq jo uoijoesuejl aqj sliq!qojd PUB 01 saildcle eoijawV jo saims Pei!un aqj Aq pasodwi uoileinbai jel!wis jo 'objeclwa. uOijoues aped hue al!qm uoijo!psu nf jo i�iunoo'hue Iclaoxe 'pliom aqj ui aj-qqmh.uv- -9 -SU01108 PUB sbuipeamid Ile jo p9SIAP8 sh claa� pue ,I!ns,, jo wielo Bons hue 911jas JO 9jBb1jS9AU1 PUB 'Isuiebe painsui, aqj puejap of abuejje Isnw noA (e) :epeueo PUB 00IN wand 'BOI.JGWV Jo saims Pai!un aqi jo suoissessod pue saijolpial aqj 'eoijawv 10 saims Pai!un aqj ap!slno lqbnojq ,,I!ns,, jo @pew wielo hue of joadsai qj!AA (Il,) -sploqasnoq ji;qqj jo sjaqwE)w jo (Auedwoo Al!llqeil :SNowaNO3 oinvSS3NIsne —All N011133S JO 'AJOI!JJOJL i96ej9A0:D . 'wjejL A:)1.10d imL"13 qdBJbBJBd ui me qdeibeiedqnS seoeldej buiMollol aqi SISVS JUINIA113CINI — 3!DVN3A00 3aima"lNom a3JL11WI7I - oinv a3NIH 'J �jom wojj jjo awil jo as.neoaq hep e 009$ of do sbuiuma. jo ssol lenjoe buipnloui 'Isanbai no le ,poinsui,, aqj Aq paiinoui sesuadxa alcleumai IIV (-p) :3!DVN3AOO AIIII13VII — 11 NOIJL03SIO `(jV)me-Z-V qdejbeJed sooelclai buimolloj aqi -Z -spuoq aseqj qsiujnj 01 GABLI IOU Op GAA -J;9AO0 GM jjjUGP!00ejj ue jo asneoaq paiinbai (SUOIJBIOIA mel oilleil pajelai jol spuoq buipnloui) spuoq I!eq . jo Isoo joj 000'S$ of do W ADVNEIAOD JU1m11f3VI"1 — 11 N01103S JO udeibejed saoelclaj buimolloj aq_L SIIWIi a3SV3N:DNI SIN3WAVd ANVJLN3W31ddns '3 -sjiejje leumad jnoA jo ssauisnq inoA ui mojjoq JO ajlq 'Umo I,uop note ,olne,, paimoo e buisn al!qm ,pvgjnsui,, ue si sino,A jo ,aaAoldwa,, AuV :3!DVN3AOO All-11EIVI"l 11 N01103S JO 'painsul u sl oqM " 4-V qdBJBBJed 01 PGPPe S! 5U1.MOIIOJ GLI -L a3NnSN1 SV S33A01dW3 'a . „olne,, pajaAoo 8 IOU S1 JGAIJP 8 qj!m pamojjoq jo pajuai tpajiq 'paseal si jeqj,,ojne,, hue 'JGAE)mOH *ssauisnq inoA jo jonpum aqj of pajejej saiInp buiwjojjed GHLIM uoissiwiad jnoA ql!m 19LUeU ,S,a,9Aoldwq,, lenp!AIPUI j8qj ui joeiluoo e japun 994olclwa, inoA Aq paluai jo pajiq,,olne,, paimoo AuV (Z) PUB '.mojjoq jo juai cajiq 'aseal note ,olne,, paimoo AuV oinv7lVI3�3VYVY00 territories and possessions, Puerto Rico and Canada. You agree to maintain all required or compulsory insurance in any such country uptnthe minimum limits required by |oum| law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but vvewill only be liable tothe same extent we would have been |ieb|o had you complied with the compulsory insurance requirements. (4) It is understood that we are not an admitted orauthorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Canada. We assume noresponsibility for the furnishing ofcertificates ofinsurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OFDEDUCTIBLE —GLASS The following is added to Paragraph D\' Deductible, of SECTION !U — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE—|NCREASPD LJN1|T The following replaces the last sentence of Paragraph A.4.b., Loss Of Use Expenses, of SECTION 0 — PHYSICAL DAMAGE However, the most we will pay for any expenses for loss of use is $85 per day, toe maximum of $75Ofor any one "aooideMt". |. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following rop|ecaa the first sentence in Paragraph A.4.s, Transportation Expenses, of SECTION ||| — PHYSICAL DAMAGE COVERAGE: We will pay up to $50 per day to o maximum of $1'500 for temporary transportation expense incurred by you because of the total theft of a covered ,euto"ofthe private passenger type. J. PERSONAL EFFECTS The following is added to Paragraph 44., Coverage Extensions, of SECTION ||| — PHYSICAL DAMAGE COVERAGE: COMMERCIAL AUTO Personal Effects We will pay up to $400 for "loss" to wearing apparel and other personal effects which are: (1) Owned bymn"imsurod"; and (2) |norqnyour covered "euto" This coverage applies only in the event of a total theft ofyour covered "euto" No deductibles apply to this Personal Effects K. AIRBAGS The following is added to Paragraph BL3.' Exclusions, of SECTION U| — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in e covered "auto" you own that inflate due toacause other than ocause of"|oos" set forth in Paragraphs A.I.b and A.1.c, but only: a. If that "auto" is o covered "auto" for Comprehensive Coverage undorthispolicy; b. The airbags are not covered under any warranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of$1'OOO for any one 11loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2o-' of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representative prompt notice of the "accident" or "loss" applies only when the "accident" or "loss" is known to: (a) You (if you are enindividuoU| (b) Apartner (if you are opaMnenehip); (c) A member Of you are e limited liability company); (d) An executive offioer, director or insurance manager (if you are o corporation or other organization); or (m) Any "employee" authorized by you to give notice of the "accident" or "loss". M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5.' Transfer OfRights OfRecovery Against Others TuUs, of SECTION PV — BUSINESS AUTO CA T3 53 08 17 @ 2016 The Travelers Indemnity Company. All rights reservedPage 3of4 Includes copyrighted material of Insurance Services Office, Inc. with its permission uOlssimed sll ql!m *oul 'eo4jo sooimaS oomnsul jo lepejew pelqbijAdoo sapnjoul La 90 £5 Cl VO -pa/uesej slqbij IIV 'Auedwoo Apwapul sielGABJJ Oqi 9 HOZ 0 V 10 ty abed 'IeMGUGJ-UOU JO U0118119oueo jo lqbij ino asioi.exe jo wniwejd leuoil!ppe joalloo ol lqbij ino joage jou scop UOISIAoid Slqj JGA9MOH "Gouensui siql japun slqbij inoA aoipnfgjd jou lleqs noA Aq UGA16 U01jewi0jul qua ul Joija leuoilualuiun jo ;jo uOISSIwo leuoilualuiun eqjL :SNowaNO3oinvSS3Nisn9- Al N01133S jo 'pnej:A jo luoijejuasaidaisiW 'luawlea:)uo:o CmZu8 qdej6BJBd 01 P9PP8 Sl 6ulmollol aq I SNOISSIUYO 110 SNO11113 1VNOIIN31NINn 'N .108JIU00 eons ui paleubisap uoileziuebio jo uosiad aqj of Aluo saildde jamem eqi -joeiluoo eons Aq paleldwaluoo suoijejado jo Ino saspe Ossoli, Jo iijuappoeii 9ql 1eql PE)PIlAoid 'i,ssol,, Jo ,,IUGP!Ooe,, Aue of joijd palnoaxe pus poubis joeiluoo u;gll!jm e Aq noh jo paiinbai jua�xa E)qj of uoileziuebio jo uosjgd Aue Isulebe GAeq AeW GM fJE)AOOGJ 10 jqbIJ AUe GAIM @AA sn of sjaqzo JSUIe6V AJOAO:)Blj Jo Slq6llj 10 JOJSUBJ I aq oinv iviouqnnoo COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BLANKET ADDITIONAL INSURED - PRIMARY AND NON=CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 1. The following is added to Paragraph A.I.c., Who Is An Insured, of SECTION 11 LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". 2. The following is added to Paragraph B.5., Other Insurance of SECTION IV — BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, this insurance is primary to and non -.contributory with applicable other insurance under which an additional insured person or organization is the first named insured when the written contract or agreement between you and that person or organization, that is signed by you before the ".'bodily injury" or "property damage" occurs and that is in effect during the policy period,requires this insurance to be -primary and non-contributory. CA T4 74 08 17 @ 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. N!Dl SSV is SZOZ/OT/ZT:3nssi AO 31VG :NOIIVZINV!Duo a3lVN!DIS3a 'JE)AIEM Slqlqsiujnl of ssol of jowd palndaxa, I lo-eiluoo uell!jm Aq pE)ejbu s -eq painsui qqj uoigm Jol Uollezimbio Jo uos.jE)d Auy :N0Sd3da=l1VN!DlS3a 3.ina3HOS -ainpeqoS eqj ui powuu IOU auo Aue I!Ieueq of Alloejipui jo Alloejip el-eiedo IOU lleqs Juawaoift siqj (-sn wojl juawaoift sial uiulqo of nog( saiinbei juqj jouiluoo uell!jm *e iepun �jom wjo.lied noA 1eqj luolxo eql ol Aw luo saildde juaoaA-e sial) oolnpoqoS eql ui pow-eu uoiluziuubjo jo uosiod oql isuiebu lqbij ino o0jolue IOU ll!m 9AA 'Aoilod sp Aqp@JGAOOAjnfui ue jol olqui it auoAuic wojl. sluawAed ino AGAODW 01 IqBIJ Gql GAUq OM ......•i ... IF" • vsaqs�o-en.:u�ieNnN A0110d -(00) U SO 00 OM JLN3V43suoaN3 A0110d A11118VII SH3A0ldW3 aNV N0l1VSN3dW00 SUDWOM SH313AVS1