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Home My WebLink AboutCO 2025-038 - Keyser Marston AssociatesPSA with Professional Liability Insurance (Non-Design) Page 1 Last Revised: 11/12/2020 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 4th day of April, 2025, by and between the City of Rancho Cucamonga, a municipal corporation (“City”) and Keyser Marston Associates, a California corporation (“Consultant”). RECITALS A.City has heretofore issued its request for proposals to perform the following professional services: Economic consulting services (“the Project”). B.Consultant has submitted a proposal to perform the professional services described in Recital “A”, above, necessary to complete the Project. C.City desires to engage Consultant to complete the Project in the manner set forth and more fully described herein. D.Consultant represents that it is fully qualified and licensed under the laws of the State of California to perform the services contemplated by this Agreement in a good and professional manner. AGREEMENT NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows: 1.Consultant’s Services. 1.1 Scope and Level of Services. Subject to the terms and conditions set forth in this Agreement, City hereby engages Consultant to perform all technical and professional services described in Recitals “A” and “B” above, including, but not limited to economic consulting services, all as more fully set forth in the Consultant’s proposal, dated March 4, 2025 and entitled “Scope of Work”, attached hereto as Exhibit “A”, and incorporated by reference herein. The nature, scope, and level of the services required to be performed by Consultant are set forth in the Scope of Work and are referred to herein as “the Services.” In the event of any inconsistencies between the Scope of Work and this Agreement, the terms and provisions of this Agreement shall control. 1.2 Revisions to Scope of Work. Upon request of the City, the Consultant will promptly meet with City staff to discuss any revisions to the Project desired by the City. Consultant agrees that the Scope of Work may be amended based upon said meetings, and, by amendment to this Agreement, the parties may agree on a revision or revisions to Consultant’s compensation based thereon. A revision pursuant to this Section that does not increase the total cost payable to Consultant by more than ten City of Rancho Cucamonga CONTRACT NUMBER 2025-038 Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A PSA with Professional Liability Insurance (Non-Design) Page 2 Last Revised: 11/12/2020 percent (10%) of the total compensation specified in Section 3, may be approved in writing by City’s City Manager without amendment. 1.3 Time for Performance. Consultant shall perform all services under this Agreement in a timely, regular basis consistent with industry standards for professional skill and care, and in accordance with any schedule of performance set forth in the Scope of Work, or as set forth in a “Schedule of Performance”, if such Schedule is attached hereto as Exhibit “B”. 1.4 Standard of Care. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing the Services. 1.5 Familiarity with Services. By executing this Agreement, Consultant represents that, to the extent required by the standard of practice, Consultant (a) has investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. Consultant represents that Consultant, to the extent required by the standard of practice, has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Consultant discover any latent or unknown conditions, which will materially affect the performance of services, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the City Representative. 2. Term of Agreement. The term of this Agreement shall be through the completion of this project and shall become effective as of the date of the mutual execution by way of both parties signature (the “Effective Date”). No work shall be conducted; service or goods will not be provided until this Agreement has been executed and above requirements have been fulfilled. 3. Compensation. 3.1 Compensation. City shall compensate Consultant as set forth in Exhibit A, provided, however, that full, total and complete amount payable to Consultant shall not exceed $52,500 (dollars), including all out of pocket expenses, unless additional compensation is approved by the City Council. City shall not withhold any federal, state or other taxes, or other deductions. However, City shall withhold not more than ten percent (10%) of any invoice amount pending receipt of any deliverables reflected in such invoice. Under no circumstance shall Consultant be entitled to compensation for services not yet satisfactorily performed. The parties further agree that compensation may be adjusted in accordance with Section 1.2 to reflect subsequent changes to the Scope of Services. City shall compensate Consultant for any authorized extra services as set forth in Exhibit A. Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A PSA with Professional Liability Insurance (Non-Design) Page 3 Last Revised: 11/12/2020 4. Method of Payment. 4.1 Invoices. Consultant shall submit to City monthly invoices for the Services performed pursuant to this Agreement. The invoices shall describe in detail the Services rendered during the period and shall separately describe any authorized extra services. Any invoice claiming compensation for extra services shall include appropriate documentation of prior authorization of such services. All invoices shall be remitted to the City of Rancho Cucamonga, California. 4.2 City shall review such invoices and notify Consultant in writing within ten (10) business days of any disputed amounts. 4.3 City shall pay all undisputed portions of the invoice within thirty (30) calendar days after receipt of the invoice up to the not-to-exceed amounts set forth in Section 3. 4.4 All records, invoices, time cards, cost control sheets and other records maintained by Consultant relating to services hereunder shall be available for review and audit by the City. 5. Representatives. 5.1 City Representative. For the purposes of this Agreement, the contract administrator and City’s representative shall be Matt Marquez, or such other person as designated in writing by the City (“City Representative”). It shall be Consultant’s responsibility to assure that the City Representative is kept informed of the progress of the performance of the services, and Consultant shall refer any decisions that must be made by City to the City Representative. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the City Representative. 5.2 Consultant Representative. For the purposes of this Agreement, Kevin Engstrom is hereby designated as the principal and representative of Consultant authorized to act in its behalf with respect to the services specified herein and make all decisions in connection therewith (“Consultant’s Representative”). It is expressly understood that the experience, knowledge, capability and reputation of the Consultant’s Representative were a substantial inducement for City to enter into this Agreement. Therefore, the Consultant’s Representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. Consultant may not change the Responsible Principal without the prior written approval of City. 6. Consultant’s Personnel. 6.1 All Services shall be performed by Consultant or under Consultant’s direct supervision, and all personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City business license as required by the City’s Municipal Code. Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A PSA with Professional Liability Insurance (Non-Design) Page 4 Last Revised: 11/12/2020 6.2 Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the standard of care set forth in Section 1.4. 6.3 Consultant shall be responsible for payment of all employees’ and subcontractors’ wages and benefits, and shall comply with all requirements pertaining to employer’s liability, workers’ compensation, unemployment insurance, and Social Security. By its execution of this Agreement, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 6.4 Consultant shall indemnify, defend and hold harmless City and its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of city or agency officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant’s violations of personnel practices and/or any violation of the California Labor Code. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section 6. 7. Ownership of Work Product. 7.1 Ownership. With the exception of Consultant’s proprietary computer models, all documents, ideas, concepts, electronic files, drawings, photographs and any and all other writings, including drafts thereof, prepared, created or provided by Consultant in the course of performing the Services, including any and all intellectual and proprietary rights arising from the creation of the same (collectively, “Work Product”), are considered to be “works made for hire” for the benefit of the City. Upon payment being made, and provided Consultant is not in breach of this Agreement, all Work Product shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Basic survey notes, sketches, charts, computations and similar data prepared or obtained by Consultant under this Agreement shall, upon request, be made available to City. None of the Work Product shall be the subject of any common law or statutory copyright or copyright application by Consultant. In the event of the return of any of the Work Product to Consultant or its representative, Consultant shall be responsible for its safe return to City. Under no circumstances shall Consultant fail to deliver any draft or final designs, plans, drawings, reports or specifications to City upon written demand by City for their delivery, notwithstanding any disputes between Consultant and City concerning payment, performance of the contract, or otherwise. This covenant shall survive the termination of this Agreement. City’s reuse of the Work Product for any purpose other than the Project, shall be at City’s sole risk. 7.2. Assignment of Intellectual Property Interests: Upon execution of this Agreement and to the extent not otherwise conveyed to City by Section 7.1, above, Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A PSA with Professional Liability Insurance (Non-Design) Page 5 Last Revised: 11/12/2020 the Consultant shall be deemed to grant and assign to City, and shall require all of its subcontractors to assign to City, all ownership rights, and all common law and statutory copyrights, trademarks, and other intellectual and proprietary property rights relating to the Work Product and the Project itself, and Consultant shall disclaim and retain no rights whatsoever as to any of the Work Product, to the maximum extent permitted by law. City shall be entitled to utilize the Work Product for any and all purposes, including but not limited to constructing, using, maintaining, altering, adding to, restoring, rebuilding and publicizing the Project or any aspect of the Project. 7.3 Title to Intellectual Property. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of the Work Product and/or materials produced under this Agreement, and that City has full legal title to and the right to reproduce any of the Work Product. Consultant shall defend, indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of city officials, harmless from any loss, claim or liability in any way related to a claim that City’s use is violating federal, state or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, software, equipment, devices or processes used or incorporated in the Services and materials produced under this Agreement. In the event City’s use of any of the Work Product is held to constitute an infringement and any use thereof is enjoined, Consultant, at its expense, shall: (a) secure for City the right to continue using the Work Product by suspension of any injunction or by procuring a license or licenses for City; or (b) modify the Work Product so that it becomes non- infringing. This covenant shall survive the termination of this Agreement. 8. Status as Independent Contractor. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act as an agent of City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City. Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and to defend, indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. 9. Confidentiality. Consultant may have access to financial, accounting, statistical, and personnel data of individuals and City employees. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are confidential and shall not Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A PSA with Professional Liability Insurance (Non-Design) Page 6 Last Revised: 11/12/2020 be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Consultant’s covenant under this section shall survive the termination of this Agreement. This provision shall not apply to information in whatever form that is in the public domain, nor shall it restrict the Consultant from giving notices required by law or complying with an order to provide information or data when such an order is issued by a court, administrative agency or other legitimate authority, or if disclosure is otherwise permitted by law and reasonably necessary for the Consultant to defend itself from any legal action or claim. 10. Conflict of Interest. 10.1 Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant “financially interested” (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 10.2 Consultant further represents that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Consultant has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 10.3 Consultant has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited “conflict of interest” under applicable laws as described in subsection 10.1. 11. Indemnification. 11.1 Professional Services. In connection with its professional services, the Consultant shall defend, hold harmless and indemnify City, and its elected officials, officers, employees, servants, volunteers, and agents serving as independent contractors in the role of city or agency officials, (collectively, “Indemnitees”), with respect to any Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A PSA with Professional Liability Insurance (Non-Design) Page 7 Last Revised: 11/12/2020 and all damages, liabilities, losses, reasonable defense costs or expenses (collectively, “Claims”), including but not limited to liability for death or injury to any person and injury to any property, to the extent the same out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant or any of its officers, employees, subcontractors, consultants, or agents in the performance of its professional services under this Agreement. Consultant shall reimburse all reasonable defense costs and expenses, including actual attorney’s fees and experts’ costs incurred in connection with such defense. 11.2 Other Indemnities. In connection with all Claims not covered by Section 11.1, the Consultant shall defend, hold harmless and indemnify the Indemnitees with respect to any and all Claims including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to the non-professional acts, omissions, activities or operations of Consultant or any of its officers, employees, subcontractors, consultants, or agents in the performance of this Agreement. Consultant shall defend Indemnitees in any action or actions filed in connection with any such Claims with counsel of City’s choice, and shall pay all costs and expenses, including actual attorney’s fees and experts’ costs incurred in connection with such defense. 11.3 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. 11.4 Waiver of Right of Subrogation. Except as otherwise expressly provided in this Agreement, Consultant, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Consultant. 11.5 Survival. The provisions of this Section 11 shall survive the termination of the Agreement and are in addition to any other rights or remedies which Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee’s right to recover under this indemnity provision, and an entry of judgment against Consultant shall be conclusive in favor of the Indemnitee’s right to recover under this indemnity provision. Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A PSA with Professional Liability Insurance (Non-Design) Page 8 Last Revised: 11/12/2020 12. Insurance. 12.1 Liability Insurance. Consultant shall procure and maintain in full force and effect for the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services hereunder by Consultant, and/or its agents, representatives, employees and subcontractors. 12.2 Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as: (1) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). (2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). (3) Worker’s Compensation insurance as required by the State of California, and Employer’s Liability Insurance. (4) Professional Liability insurance in a form approved by the City, having an extended reporting period of not less than three (3) years; or Professional Liability insurance shall be maintained for a period of three (3) years after completion of the Services which shall, during the entire three (3) year period, provide protection against claims of professional negligence arising out of Consultant’s performance of the Services and otherwise complying with all applicable provisions of this Section 13. Either policy shall be endorsed to include contractual liability to the extent insurable. 12.3 Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) Commercial General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. Commercial General Liability Insurance with a general aggregate limit shall apply separately to this Agreement or the general limit shall be twice the required occurrence limit. (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A PSA with Professional Liability Insurance (Non-Design) Page 9 Last Revised: 11/12/2020 (3) Employer’s Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease and Workers’ Compensation Insurance in the amount required by law. (4) Professional Liability: $1,000,000 per claim/aggregate. 12.4 Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. 12.5 Other Insurance Provisions. (1) The commercial general liability and automobile liability policies are to contain the following provisions on a separate additionally insured endorsement naming the City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of city or agency officials, are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; and/or automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no limitations on the scope of protection afforded to City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City or agency officials which are not also limitations applicable to the named insured. (2) For any claims related to this Agreement, Consultant’s insurance coverage shall be primary insurance as respects City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of city or agency officials. Any insurance or self- insurance maintained by City, their officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of city or agency officials shall be excess of Consultant’s insurance and shall not contribute with it. (3) Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. (4) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled except after 30 days prior written notice by first class mail has been given to City (ten (10) days prior written notice for Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A PSA with Professional Liability Insurance (Non-Design) Page 10 Last Revised: 11/12/2020 non-payment of premium). Consultant shall provide thirty (30) days written notice to City prior to implementation of a reduction of limits or material change of insurance coverage as specified herein. (5) Each insurance policy, required by this clause shall expressly waive the insurer’s right of subrogation against City and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of city or agency officials. (6) Be issued by an insurance company approved in writing by City, which is admitted and licensed to do business in the State of California and which is rated A:VII or better according to the most recent A.M. Best Co. Rating Guide. (7) Specify that any failure to comply with reporting or other provisions of the required policy, including breaches of warranty, shall not affect the coverage required to be provided. (8) Specify that any and all costs of adjusting and/or defending any claim against any insured, including court costs and attorneys' fees, shall be paid in addition to and shall not deplete any policy limits. (9) Other required insurance, endorsements, or exclusions as required by the City in any request for proposals applicable to this Agreement. 12.6 Evidence of coverage. Prior to commencing performance under this Agreement, the Consultant shall furnish the City with certificates and original endorsements, or copies of each required policy, effecting and evidencing the insurance coverage required by this Agreement. The endorsements shall be signed by a person authorized by the insurer(s) to bind coverage on its behalf. All endorsements or policies shall be received and approved by the City before Consultant commences performance. If performance of this Agreement shall extend beyond one year, Consultant shall provide City with the required policies or endorsements evidencing renewal of the required policies of insurance prior to the expiration of any required policies of insurance. 13. Cooperation. In the event any claim or action is brought against City relating to Consultant’s performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation that City might require. City shall compensate Consultant for any litigation support services in an amount to be agreed upon by the parties. Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A PSA with Professional Liability Insurance (Non-Design) Page 11 Last Revised: 11/12/2020 14. Termination. City shall have the right to terminate this Agreement at any time for any or no reason on not less than ten (10) days prior written notice to Consultant. In the event City exercises its right to terminate this Agreement, City shall pay Consultant for any services satisfactorily rendered prior to the effective date of the termination, provided Consultant is not then in breach of this Agreement. Consultant shall have no other claim against City by reason of such termination, including any claim for compensation. City may terminate for cause following a default remaining uncured more than five (5) business days after service of a notice to cure on the breaching party. Consultant may terminate this Agreement for cause upon giving the City ten (10) business days prior written notice for any of the following: (1) uncured breach by the City of any material term of this Agreement, including but not limited to Payment Terms; (2) material changes in the conditions under which this Agreement was entered into, coupled with the failure of the parties to reach accord on the fees and charges for any Additional Services required because of such changes. 15. Notices. Any notices, bills, invoices, or reports authorized or required by this Agreement shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during Consultant’s and City’s regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses set forth in this section, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section. All notices shall be addressed as follows: If to City: Matt Marquez Economic Development Director City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga, CA 91730 If to Consultant: Kevin Engstrom, Senior Principal Keyser Marston Associates 777 South Figueroa St., Suite 2555 Los Angeles, CA 90017 16. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A PSA with Professional Liability Insurance (Non-Design) Page 12 Last Revised: 11/12/2020 17. Assignment and Subcontracting. Consultant shall not assign or transfer any interest in this Agreement or subcontract the performance of any of Consultant’s obligations hereunder without City’s prior written consent. Except as provided herein, any attempt by Consultant to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be null, void and of no effect. 18 Compliance with Laws. Consultant shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Consultant performs the Services. 19. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 20. Attorney’s Fees. In the event that either party to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney’s fees and costs of experts. 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. 22. Applicable Law and Venue. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California. Venue for any action relating to this Agreement shall be in the San Bernardino County Superior Court. 23. Construction. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 24. Entire Agreement. This Agreement consists of this document, and any other documents, attachments and/or exhibits referenced herein and attached hereto, each of which is incorporated herein by such reference, and the same represents the entire and integrated agreement between Consultant and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A PSA with Professional Liability Insurance (Non-Design) Page 13 Last Revised: 11/12/2020 IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above. Consultant Name: Keyser Marston Assoc. By: ______________________________ Name Date ______________________________ Title City of Rancho Cucamonga By:________________________________ Name Date _________________________________ Title By: ______________________________ Name Date ______________________________ Title City of Rancho Cucamonga By:________________________________ Name Date _________________________________ Title (two signatures required if corporation) Approval ____ Buyer II, Purchasing ____ Alternate, Risk Management Coordinator Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A Assistant Secretary 4/3/2025 | 5:40 PM PDT 4/9/2025 | 9:24 AM PDT Vice President Deputy City Manager 4/9/2025 | 8:37 AM PDT 4/4/2025 | 9:54 AM PDT Economic Development Director PSA with Professional Liability Insurance (Non-Design) Page 14 Last Revised: 11/12/2020 EXHIBIT A SCOPE OF SERVICES See attached. Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A PSA with Professional Liability Insurance (Non-Design) Page 15 Last Revised: 11/12/2020 EXHIBIT B SCHEDULE OF PERFORMANCE Not applicable. Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A PSA with Professional Liability Insurance (Non-Design) Page 16 Last Revised: 11/12/2020 Attachment A – Sample Waiver of Subrogation (Sample Only – Not all forms will look identical to this Sample) Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A PSA with Professional Liability Insurance (Non-Design) Page 17 Last Revised: 11/12/2020 Attachment B – Sample Additional Insured for On-going Projects Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A 777 SOUTH FIGUEROA STREET, SUITE 2555  LOS ANGELES, CALIFORNIA 90017  PHONE 213.622.8095 2501009:KMA:kee WWW.KEYSERMARSTON.COM 99900.000.002 ADVISORS IN: Real Estate Affordable Housing Economic Development BERKELEY A. Jerry Keyser Timothy C. Kelly Debbie M. Kern David Doezema LOS ANGELES Kathleen H. Head James A. Rabe Gregory D. Soo-Hoo Kevin E. Engstrom Julie L. Romey Tim R. Bretz SAN DIEGO Paul C. Marra Linnie A. Gavino March 4, 2025 Matt Marquez City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga, CA 91730 Dear Mr. Marquez: Keyser Marston Associates, Inc. (KMA) is pleased to submit the following proposal to provide economic consulting services to the City of Rancho Cucamonga (City). As KMA understands the situation, the City would like to evaluate the market and financial feasibility of alternative development scenarios that include retail, hotel and parking development on a site located at 9070 Milliken Avenue (Site). With this understanding, KMA is pleased to submit the following letter proposal to the City, which is organized as follows: 1. KMA’s relevant qualifications are summarized; 2. The proposed scope of services is described; and 3. The proposed budget for the engagement is provided. STATEMENT OF QUALIFICATIONS Description of the Firm KMA is a full-service real estate, financial, and economic consulting firm specializing in real estate advisory and evaluation services. KMA is a privately held corporation that was founded in 1973. We have one of the largest real estate advisory practices on the West Coast, and the majority of KMA assignments involve long-standing client relationships. Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A Matt Marquez March 4, 2025 City of Rancho Cucamonga Page 2 2501009:KMA:kee 99900.000.002 KMA’s services fall within the following general areas: • Real Estate Evaluation and Transaction Services • Strategic Planning and Economic Development Services • Affordable Housing • Valuation and Litigation Support • Fiscal Impact Analyses • Infrastructure and Public Finance Structuring The increased complexities of real estate transactions demand a strong technical understanding of market opportunities and constraints. KMA can provide services that are grounded in a fundamental understanding of the Orange County real estate market, valuations and investment financing. Unique characteristics possessed by KMA include: Experience KMA has over 40 years of experience assisting clients throughout the West in real estate market and evaluation services; negotiation services; structuring public/private transactions; and project implementation services. Cost Effectiveness KMA can be cost effective for our clients given our ability to provide comprehensive services relating to market and financial feasibility, economic analysis, direct implementation experience and public finance without the need for multiple consultants. Commitment KMA offers the commitment of principals who are recognized leaders in real estate advisory services throughout California. This philosophy and structure provides clients with maximum direct contact with the firm’s principals. Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A Matt Marquez March 4, 2025 City of Rancho Cucamonga Page 3 2501009:KMA:kee 99900.000.002 SCOPE OF WORK As KMA understands the situation, the City is discussing a development opportunity for the Site that includes 65,000 square feet of commercial (retail and/or lodging) and a parking structure. To date, the City has not received a market study or pro forma from the developer for the potential project, so the KMA analysis would inform the City as to the depth of retail/lodging demand and potential feasibility of development. Based on the findings of this research, KMA could then be available to provide negotiating assistance. For the purposes of this analysis, KMA proposes three tasks. Task 1 – Market Analysis KMA will prepare a market analysis evaluating the development potential and opportunities for the Site. To this end, KMA will: 1. Summarize the socio-economic characteristics of market area residents. 2. Summarize business and employment patterns in the relevant market area. 3. Collect population, household and employment growth projections for the market area and region. 4. Work with City to identify proposed development programs in the vicinity such as The Resort to measure market demand factors (e.g. household formation, employment, etc.) not captured by macro level projections. 5. Review projections prepared for Brightline to evaluate demand from embarking and disembarking passengers. 6. Work with City to identify analogous existing developments, including high speed rail stations, transit centers and proposed infrastructure programs (e.g. tunnel connections to Ontario Airport) impacting opportunities for the site. Research impact of the improvements on existing establishments and land use development patterns in their vicinity. 7. Contact brokers and developers active in the region, as their insights are invaluable for assessing the current and future market conditions. Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A Matt Marquez March 4, 2025 City of Rancho Cucamonga Page 4 2501009:KMA:kee 99900.000.002 8. Summarize local real estate market conditions for retail, office and hotel including: rents, vacancies, sales prices, sales activity/absorption, and recent/proposed developments. 9. Review hotel market conditions from data sources such as the Greater Ontario Convention & Visitors Bureau (GoCal), Smith Travel Research and CBRE Hotels, including: a. Historic average daily rates b. Historic occupancy levels c. Recent/proposed developments d. Comparable land values 10. Identify the type and scope of commercial development that could be supported in the Project. 11. Identify the type of hotel and scope of development that could be supported on the Site. Task II – Project Feasibility KMA will evaluate the financial feasibility of two Development Prototypes. The analysis will provide an understanding of project viability and supportable land values. For both prototypes, KMA will conduct the following analysis: 1. Development Scope – Based on the Task 1 findings and feedback from the City, KMA will estimate the mix of uses in two prototypical developments that include a parking structure and 65,000 square feet of commercial on the Site. For the parking structure, KMA will work with the City to identify the scope of the potential parking structure. 2. Project Pro Forma - For the two Development Prototypes, KMA will prepare pro forma analyses, which will be based on the following assumptions: a. KMA will use construction and development cost information in its files to create the development cost estimates. Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A Matt Marquez March 4, 2025 City of Rancho Cucamonga Page 5 2501009:KMA:kee 99900.000.002 b. Market information will be incorporated from the Task 1 research, with hotel operating costs drawn from KMA’s files. The pro formas will include estimates of commercial rents, parking revenues (if applicable) hotel operating revenues, hotel operating expenses and project net operating incomes. c. The development return requirements will be based upon a review of current investment parameters. The returns utilized by KMA will reflect our experience in the market area and underlying cap rates. 3. Feasibility –The evaluation of these prototypes will inform the City as to the residual value of the Site and feasibility of the proposed development program. The residual analysis will also include an estimated range for the ground rent supported by the Site. 4. Disposition Options – The analysis will identify and evaluate key disposition terms for the Site, both ground lease and sale, and their implications for the City moving forward. 5. Fiscal Benefits - Based on the projected operating performance of the Development Prototypes, KMA will estimate the annual TOT, property tax and sales tax generated by their development. Task 3 – Negotiation Support (Optional) As needed, KMA can provide ongoing assistance in support of the negotiations with the Developer. To this end, KMA will provide the following services: • Assist City with negotiation strategies and positions • Update financial analysis of proposed terms throughout negotiations • Update City revenues projections as positions and the projects change during negotiations • Attend additional negotiating meetings at staff request Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A Matt Marquez March 4, 2025 City of Rancho Cucamonga Page 6 2501009:KMA:kee 99900.000.002 • Meet with City Council members and attend City Council/Committee meetings at staff request, including at least two per lease • Summarize, interpret and explain key aspects of Developer requests • Assist in preparing deal point memos • Assist legal counsel in preparing business term portions of the agreement • Prepare consultant report summarizing the transaction BUDGET & SCHEDULE The table below summarizes the budget and schedule (shown in weeks after authorization and kick-off meeting) for the analysis by Task. For Task 3 – Negotiation Support, these services would be provided on an as-needed basis, the budget would be dependent on KMA’s level of involvement in the process. Based on similar projects, KMA estimates the costs shown below. The actual cost will depend on the quality of the Developer’s information, meetings, the number of analytical iterations and the preparation of any requested reports. Project Budget & Schedule Task Budget Schedule Task 1 $22,500 4 Task 2 $15,000 3 Tasks 1 & 2 Total $37,500 7 Task 3 (Optional) $10,000-$15,000 Project Total $47,500-$52,500 The budget for Task I assumes KMA’s attendance at two-in-person meetings. The budget for Task 2 assumes no in-person meetings. For both Tasks 1 and 2, KMA will be available for two virtual meetings. The City will be billed monthly based on time expended and costs incurred, utilizing the rate schedule shown below. Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A Matt Marquez March 4, 2025 City of Rancho Cucamonga Page 7 2501009:KMA:kee 99900.000.002 Billing Rate Schedule Chairman, President, Managing Principals $305.00 Senior Principals $295.00 Principals $275.00 Managers $245.00 Senior Associates $205.00 Associates $185.00 Senior Analysts $170.00 Analysts $145.00 Technical Staff $105.00 Administrative Staff $90.00 KMA appreciates the opportunity to submit this proposal. Please do not hesitate to contact us if this proposal can be modified to better meet your needs. Sincerely, Keyser Marston Associates, Inc. Kevin Engstrom Senior Principal Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A 11/30/2024 Symphony Risk Solutions, LLC 2425 N Central Expy Suite 900 Richardson TX 75080 Halidee Callejas (972) 864-0400 (972) 278-8400 hcallejas@symphonyrisk.com Keyser Marston Associates, Inc. 1299 4th Street Suite 408 San Rafael CA 94901 Massachusetts Bay Insurance Co.22306 Allmerica Financial Benefit Ins. Co.41840 Scottsdale Indemnity Company 15580 2024-2025 A Y Y ZDFA49104910 12/01/2024 12/01/2025 1,000,000 100,000 10,000 1,000,000 2,000,000 Included B Coll $500 Comp $500 Y Y AWFA490049 12/01/2024 12/01/2025 1,000,000 Uninsured motorist combined single limit 1,000,000 A 0.00 Y Y UHFA49117110 12/01/2024 12/01/2025 4,000,000 4,000,000 C Professional Liability Retention $50,000 EKI3550800 12/01/2024 12/01/2025 Each Claim $2,000,000 Aggregate Limit $4,000,000 Retro Date 11/11/1976 The City of Rancho Cucamonga, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials are named as Additional Insured as respects their interests may appear per written contract. This insurance is primary and non-contributory. Waiver of Subrogation applies. 30 day notice of cancellation/10 day for non-payment of premium. City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga CA 91730 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission.Page 1 of 4 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1.Additional Insured by Contract, Agreement or Permit Included 2.Additional Insured Primary and Non-Contributory Included 3.Blanket Waiver of Subrogation Included 4.Bodily Injury Redefined Included 5.Broad Form Property Damage Borrowed Equipment, Customers Goods &Use of Elevators Included 6.Knowledge of Occurrence Included 7.Liberalization Clause lncluded 8.Medical Payments Extended Reporting Period Included 9.Newly Acquired or Formed Organizations -Covered until end of policy period Included 10.Non-owned Watercraft 51 ft. 11.Supplementary Payments Increased Limits - Bail Bonds $2,500 -Loss of Earnings $1000 12.Unintentional Failure to Disclose Hazards Included 13.Unintentional Failure to Notify Included This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II WHO IS AN INSURED: Additional Insured by Contract, Agreement or Permit a.Any person or organization with whom you agreed in a written contract, written agreement or permit that such person or organization to add an additional insured on your policy is an additional insured only with respect to liability whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1)"Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3)Your maintenance, operation or use of equipment leased to you. b.The insurance afforded to such additional insured described above: (1)Only applies to the extent permitted by law; and (2)Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. Policy No ZDFA49104910 Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission.Page 2 of 4 (3)Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) from coverage under this Coverage Part, including any endorsements thereto. c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3)To any lessor of equipment: (a) After the equipment lease expires; or (b) the lessor (4) To any: (a) Owners or other interests from. whom land has been leased which takes place after the lease for the land ex- pires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. (5) out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the wh of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1.Required by the contract, agreement or permit described in Paragraph a.; or 2.Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Additional Insured Primary and Non- Contributory The following is added to SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS,Paragraph 4. Other insurance: Additional Insured Primary and Non- Contributory If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II WHO IS AN INSURED, is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our obligations are limited as follows: a.Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (1)For the sole negligence of the Additional Insured; (2)When the Additional Insured is an Additional Insured under another primary liability policy; or (3)when b.below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c.below. ZDF A491049 5701518Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission.Page 3 of 4 b. Excess Insurance (1) This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (a)That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b)That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c)That is insurance purchased by the Additional Insured to cover the tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or (d)If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g.of SECTION I COVERAGE A BODILY INURY AND PROPERTY DAMAGE LIABILITY. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b)The total of all deductible and self insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers 3. Blanket Waiver of Subrogation The following is added to SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS,Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damage under this coverage form. The damage must arise out of your activities under a written contract with that person or organization. This waiver applies only to the extent that subrogation is waived under a written contrac or offense giving rise to such payments. 4. Bodily Injury Redefined SECTION V DEFINITIONS, Definition 3. by the following: 3.bodily injury, sickness or disease sustained by a person including death resulting from any of these at any time. includes mental anguish or other mental injury resulting from 5. Broad Form Property Damage Borrowed Equipment, Customers Goods, Use of Elevators a.SECTION I COVERAGES, COVERAGE A BODILIY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions subparagraph j. is amended as follows: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraphs (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor do they apply to the use of elevators at premises you own, rent, lease or occupy. b. The following is added to SECTION V DEFINTIONS: 24. "Customers goods" means property of your customer on your premises for the purpose of being: ZDF A491049 5701518Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission.Page 4 of 4 a. worked on; or b. used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent 6. Knowledge of Occurrence The following is added to SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS,Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: e. Notice of an "occurrence", offense, claim or "suit" will be considered knowledge of the insured if reported to an individual named insured, partner, executive officer or an "employee" designated by you to give us such a notice. 7. Liberalization Clause The following is added to SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS: Liberalization Clause If we adopt any revision that would broaden the coverage under this Coverage Form without additional premium, within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this Coverage Part. 8. Medical Payments Extended Reporting Period a.SECTION I COVERAGES, COVERAGE C MEDICAL PAYMENTS, Paragraph 1. Insuring Agreement, subparagraph a.(3)(b) is replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident; and b.This coverage does not apply if COVERAGE C MEDICAL PAYMENTS is excluded either by the provisions of the Coverage Part or by endorsement. 9. Newly Acquired Or Formed Organizations SECTION II WHO IS AN INSURED,Paragraph 3.a. is replaced by the following: a.Coverage under this provision is afforded until the end of the policy period. 10. Non-Owned Watercraft SECTION I COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY,Paragraph 2. Exclusions, subparagraph g.(2) is replaced by the following: g. Aircraft, Auto Or Watercraft (2)A watercraft you do not own that is: (a)Less than 51 feet long; and (b)Not being used to carry persons or property for a charge; This provision applies to any person who, with your consent, either uses or is responsible for the use of a watercraft. 11. Supplementary Payments Increased Limits SECTION I SUPPLEMENTARY PAYMENTS COVERAGES A AND B,Paragraphs 1.b. and 1.d. are replaced by the following: 1.b. Up to $2,500 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. 1.d. All reasonable expenses incurred by the insured at our request to assist us in the including actual loss of earnings up to $1000 a day because of time off from work. 12. Unintentional Failure to Disclose Hazards The following is added to SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 6. Representations: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 13. Unintentional Failure to Notify The following is added to SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this policy shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily injury" or "property damage" is not covered under this policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. ZDF A491049 5701518Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A COMMERCIAL AUTO CA 00 01 03 06 CA 00 01 03 06 © ISO Properties, Inc., 2005 Page 1 of 12 !!!! BUSINESS AUTO COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the Company pro- viding this insurance. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V – Definitions. SECTION I – COVERED AUTOS Item Two of the Declarations shows the "autos" that are covered "autos" for each of your coverages. The following numerical symbols describe the "autos" that may be covered "autos". The symbols entered next to a coverage on the Declarations designate the only "autos" that are covered "autos". A. Description Of Covered Auto Designation Symbols Symbol Description Of Covered Auto Designation Symbols 1 Any "Auto" 2 Owned "Autos" Only Only those "autos" you own (and for Liability Coverage any "trailers" you don't own while attached to power units you own). This includes those "autos" you acquire ownership of after the policy begins. 3 Owned Private Passenger "Autos" Only Only the private passenger "autos" you own. This includes those private passenger "autos" you acquire ownership of after the policy begins. 4 Owned "Autos" Other Than Pri- vate Passenger "Autos" Only Only those "autos" you own that are not of the private passenger type (and for Li- ability Coverage any "trailers" you don't own while attached to power units you own). This includes those "autos" not of the private passenger type you acquire ownership of after the policy begins. 5 Owned "Autos" Subject To No- Fault Only those "autos" you own that are required to have No-Fault benefits in the state where they are licensed or principally garaged. This includes those "autos" you ac- quire ownership of after the policy begins provided they are required to have No- Fault benefits in the state where they are licensed or principally garaged. 6 Owned "Autos" Subject To A Compulsory Un- insured Motor- ists Law Only those "autos" you own that because of the law in the state where they are li- censed or principally garaged are required to have and cannot reject Uninsured Motorists Coverage. This includes those "autos" you acquire ownership of after the policy begins provided they are subject to the same state uninsured motorists re- quirement. 7 Specifically De- scribed "Autos" Only those "autos" described in Item Three of the Declarations for which a pre- mium charge is shown (and for Liability Coverage any "trailers" you don't own while attached to any power unit described in Item Three). 8 Hired "Autos" Only Only those "autos" you lease, hire, rent or borrow. This does not include any "auto" you lease, hire, rent, or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. 9 Nonowned "Autos" Only Only those "autos" you do not own, lease, hire, rent or borrow that are used in con- nection with your business. This includes "autos" owned by your "employees", part- ners (if you are a partnership), members (if you are a limited liability company), or members of their households but only while used in your business or your personal affairs. Keyser Marston Associates, Inc Policy No: AWFA490049 Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A Page 2 of 12 © ISO Properties, Inc., 2005 CA 00 01 03 06 !!!! 19 Mobile Equip- ment Subject To Compulsory Or Financial Re- sponsibility Or Other Motor Ve- hicle Insurance Law Only Only those "autos" that are land vehicles and that would qualify under the definition of "mobile equipment" under this policy if they were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where they are li- censed or principally garaged. B. Owned Autos You Acquire After The Policy Begins 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered next to a coverage in Item Two of the Declara- tions, then you have coverage for "autos" that you acquire of the type described for the re- mainder of the policy period. 2. But, if Symbol 7 is entered next to a coverage in Item Two of the Declarations, an "auto" you acquire will be a covered "auto" for that cover- age only if: a. We already cover all "autos" that you own for that coverage or it replaces an "auto" you previously owned that had that cover- age; and b. You tell us within 30 days after you acquire it that you want us to cover it for that cover- age. C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos If Liability Coverage is provided by this Coverage Form, the following types of vehicles are also cov- ered "autos" for Liability Coverage: 1. "Trailers" with a load capacity of 2,000 pounds or less designed primarily for travel on public roads. 2. "Mobile equipment" while being carried or towed by a covered "auto". 3. Any "auto" you do not own while used with the permission of its owner as a temporary substi- tute for a covered "auto" you own that is out of service because of its: a. Breakdown; b. Repair; c. Servicing; d. "Loss"; or e. Destruction. SECTION II – LIABILITY COVERAGE A. Coverage We will pay all sums an "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of a covered "auto". We will also pay all sums an "insured" legally must pay as a "covered pollution cost or expense" to which this insurance applies, caused by an "acci- dent" and resulting from the ownership, mainte- nance or use of covered "autos". However, we will only pay for the "covered pollution cost or ex- pense" if there is either "bodily injury" or "property damage" to which this insurance applies that is caused by the same "accident". We have the right and duty to defend any "insured" against a "suit" asking for such damages or a "covered pollution cost or expense". However, we have no duty to defend any "insured" against a "suit" seeking damages for "bodily injury" or "prop- erty damage" or a "covered pollution cost or ex- pense" to which this insurance does not apply. We may investigate and settle any claim or "suit" as we consider appropriate. Our duty to defend or settle ends when the Liability Coverage Limit of Insur- ance has been exhausted by payment of judg- ments or settlements. 1. Who Is An Insured The following are "insureds": a. You for any covered "auto". b. Anyone else while using with your permis- sion a covered "auto" you own, hire or bor- row except: (1) The owner or anyone else from whom you hire or borrow a covered "auto". This exception does not apply if the covered "auto" is a "trailer" connected to a cov- ered "auto" you own. Keyser Marston Associates, Inc Policy No: AWFA490049 Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A CA 00 01 03 06 © ISO Properties, Inc., 2005 Page 3 of 12 !!!! (2) Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household. (3) Someone using a covered "auto" while he or she is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours. (4) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company), or a lessee or borrower or any of their "employees", while moving property to or from a covered "auto". (5) A partner (if you are a partnership), or a member (if you are a limited liability company) for a covered "auto" owned by him or her or a member of his or her household. c. Anyone liable for the conduct of an "in- sured" described above but only to the ex- tent of that liability. 2. Coverage Extensions a. Supplementary Payments We will pay for the "insured": (1) All expenses we incur. (2) Up to $2,000 for cost of bail bonds (in- cluding bonds for related traffic law vio- lations) required because of an "acci- dent" we cover. We do not have to fur- nish these bonds. (3) The cost of bonds to release attach- ments in any "suit" against the "insured" we defend, but only for bond amounts within our Limit of Insurance. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $250 a day be- cause of time off from work. (5) All costs taxed against the "insured" in any "suit" against the "insured" we de- fend. (6) All interest on the full amount of any judgment that accrues after entry of the judgment in any "suit" against the "in- sured" we defend, but our duty to pay in- terest ends when we have paid, offered to pay or deposited in court the part of the judgment that is within our Limit of Insurance. These payments will not reduce the Limit of Insurance. b. Out-Of-State Coverage Extensions While a covered "auto" is away from the state where it is licensed we will: (1) Increase the Limit of Insurance for Li- ability Coverage to meet the limits speci- fied by a compulsory or financial re- sponsibility law of the jurisdiction where the covered "auto" is being used. This extension does not apply to the limit or limits specified by any law governing motor carriers of passengers or prop- erty. (2) Provide the minimum amounts and types of other coverages, such as no- fault, required of out-of-state vehicles by the jurisdiction where the covered "auto" is being used. We will not pay anyone more than once for the same elements of loss because of these extensions. B. Exclusions This insurance does not apply to any of the follow- ing: 1. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "in- sured". 2. Contractual Liability assumed under any contract or agree- ment. But this exclusion does not apply to liability for damages: a. Assumed in a contract or agreement that is an "insured contract" provided the "bodily in- jury" or "property damage" occurs subse- quent to the execution of the contract or agreement; or b. That the "insured" would have in the ab- sence of the contract or agreement. 3. Workers' Compensation Any obligation for which the "insured" or the "insured's" insurer may be held liable under any workers' compensation, disability benefits or unemployment compensation law or any similar law. 4. Employee Indemnification And Employer's Liability "Bodily injury" to: a. An "employee" of the "insured" arising out of and in the course of: (1) Employment by the "insured"; or Keyser Marston Associates, Inc Policy No: AWFA490049 Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A Page 4 of 12 © ISO Properties, Inc., 2005 CA 00 01 03 06 !!!! (2) Performing the duties related to the con- duct of the "insured's" business; or b. The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph a. above. This exclusion applies: (1) Whether the "insured" may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. But this exclusion does not apply to "bodily in- jury" to domestic "employees" not entitled to workers' compensation benefits or to liability assumed by the "insured" under an "insured contract". For the purposes of the Coverage Form, a domestic "employee" is a person en- gaged in household or domestic work per- formed principally in connection with a resi- dence premises. 5. Fellow Employee "Bodily injury" to any fellow "employee" of the "insured" arising out of and in the course of the fellow "employee's" employment or while per- forming duties related to the conduct of your business. 6. Care, Custody Or Control "Property damage" to or "covered pollution cost or expense" involving property owned or trans- ported by the "insured" or in the "insured's" care, custody or control. But this exclusion does not apply to liability assumed under a sidetrack agreement. 7. Handling Of Property "Bodily injury" or "property damage" resulting from the handling of property: a. Before it is moved from the place where it is accepted by the "insured" for movement into or onto the covered "auto"; or b. After it is moved from the covered "auto" to the place where it is finally delivered by the "insured". 8. Movement Of Property By Mechanical Device "Bodily injury" or "property damage" resulting from the movement of property by a mechani- cal device (other than a hand truck) unless the device is attached to the covered "auto". 9. Operations "Bodily injury" or "property damage" arising out of the operation of: a. Any equipment listed in Paragraphs 6.b. and 6.c. of the definition of "mobile equip- ment"; or b. Machinery or equipment that is on, attached to, or part of, a land vehicle that would qual- ify under the definition of "mobile equip- ment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. 10. Completed Operations "Bodily injury" or "property damage" arising out of your work after that work has been com- pleted or abandoned. In this exclusion, your work means: a. Work or operations performed by you or on your behalf; and b. Materials, parts or equipment furnished in connection with such work or operations. Your work includes warranties or representa- tions made at any time with respect to the fit- ness, quality, durability or performance of any of the items included in Paragraph a. or b. above. Your work will be deemed completed at the earliest of the following times: (1) When all of the work called for in your contract has been completed. (2) When all of the work to be done at the site has been completed if your contract calls for work at more than one site. (3) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, cor- rection, repair or replacement, but which is oth- erwise complete, will be treated as completed. 11. Pollution "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or es- cape of "pollutants": a. That are, or that are contained in any prop- erty that is: (1) Being transported or towed by, handled, or handled for movement into, onto or from, the covered "auto"; Keyser Marston Associates, Inc Policy No: AWFA490049 Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A CA 00 01 03 06 © ISO Properties, Inc., 2005 Page 5 of 12 !!!! (2) Otherwise in the course of transit by or on behalf of the "insured"; or (3) Being stored, disposed of, treated or processed in or upon the covered "auto"; b. Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are ac- cepted by the "insured" for movement into or onto the covered "auto"; or c. After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". Paragraph a. above does not apply to fuels, lu- bricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered "auto" or its parts, if: (1) The "pollutants" escape, seep, migrate, or are discharged, dispersed or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and (2) The "bodily injury", "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraphs 6.b. and 6.c. of the definition of "mobile equip- ment". Paragraphs b. and c. above of this exclusion do not apply to "accidents" that occur away from premises owned by or rented to an "in- sured" with respect to "pollutants" not in or upon a covered "auto" if: (1) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto"; and (2) The discharge, dispersal, seepage, mi- gration, release or escape of the "pollut- ants" is caused directly by such upset, overturn or damage. 12. War "Bodily injury" or "property damage" arising di- rectly or indirectly out of: a. War, including undeclared or civil war; b. Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any govern- ment, sovereign or other authority using military personnel or other agents; or c. Insurrection, rebellion, revolution, usurped power, or action taken by governmental au- thority in hindering or defending against any of these. 13. Racing Covered "autos" while used in any professional or organized racing or demolition contest or stunting activity, or while practicing for such contest or activity. This insurance also does not apply while that covered "auto" is being pre- pared for such a contest or activity. C. Limit Of Insurance Regardless of the number of covered "autos", "in- sureds", premiums paid, claims made or vehicles involved in the "accident", the most we will pay for the total of all damages and "covered pollution cost or expense" combined, resulting from any one "ac- cident" is the Limit of Insurance for Liability Cover- age shown in the Declarations. All "bodily injury", "property damage" and "covered pollution cost or expense" resulting from continu- ous or repeated exposure to substantially the same conditions will be considered as resulting from one "accident". No one will be entitled to receive duplicate pay- ments for the same elements of "loss" under this Coverage Form and any Medical Payments Cov- erage Endorsement, Uninsured Motorists Cover- age Endorsement or Underinsured Motorists Cov- erage Endorsement attached to this Coverage Part. SECTION III – PHYSICAL DAMAGE COVERAGE A. Coverage 1. We will pay for "loss" to a covered "auto" or its equipment under: a. Comprehensive Coverage From any cause except: (1) The covered "auto's" collision with an- other object; or (2) The covered "auto's" overturn. b. Specified Causes Of Loss Coverage Caused by: (1) Fire, lightning or explosion; (2) Theft; (3) Windstorm, hail or earthquake; (4) Flood; (5) Mischief or vandalism; or (6) The sinking, burning, collision or derail- ment of any conveyance transporting the covered "auto". Keyser Marston Associates, Inc Policy No: AWFA490049 Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A Page 6 of 12 © ISO Properties, Inc., 2005 CA 00 01 03 06 !!!! c. Collision Coverage Caused by: (1) The covered "auto's" collision with an- other object; or (2) The covered "auto's" overturn. 2. Towing We will pay up to the limit shown in the Decla- rations for towing and labor costs incurred each time a covered "auto" of the private passenger type is disabled. However, the labor must be performed at the place of disablement. 3. Glass Breakage – Hitting A Bird Or Animal – Falling Objects Or Missiles If you carry Comprehensive Coverage for the damaged covered "auto", we will pay for the fol- lowing under Comprehensive Coverage: a. Glass breakage; b. "Loss" caused by hitting a bird or animal; and c. "Loss" caused by falling objects or missiles. However, you have the option of having glass breakage caused by a covered "auto's" collision or overturn considered a "loss" under Collision Coverage. 4. Coverage Extensions a. Transportation Expenses We will pay up to $20 per day to a maxi- mum of $600 for temporary transportation expense incurred by you because of the to- tal theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expi- ration, when the covered "auto" is returned to use or we pay for its "loss". b. Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" be- comes legally responsible to pay for loss of use of a vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use ex- penses if caused by: (1) Other than collision only if the Declara- tions indicate that Comprehensive Cov- erage is provided for any covered "auto"; (2) Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any ex- penses for loss of use is $20 per day, to a maximum of $600. B. Exclusions 1. We will not pay for "loss" caused by or resulting from any of the following. Such "loss" is ex- cluded regardless of any other cause or event that contributes concurrently or in any se- quence to the "loss". a. Nuclear Hazard (1) The explosion of any weapon employing atomic fission or fusion; or (2) Nuclear reaction or radiation, or radioac- tive contamination, however caused. b. War Or Military Action (1) War, including undeclared or civil war; (2) Warlike action by a military force, includ- ing action in hindering or defending against an actual or expected attack, by any government, sovereign or other au- thority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power or action taken by gov- ernmental authority in hindering or de- fending against any of these. 2. We will not pay for "loss" to any covered "auto" while used in any professional or organized racing or demolition contest or stunting activity, or while practicing for such contest or activity. We will also not pay for "loss" to any covered "auto" while that covered "auto" is being pre- pared for such a contest or activity. 3. We will not pay for "loss" caused by or resulting from any of the following unless caused by other "loss" that is covered by this insurance: a. Wear and tear, freezing, mechanical or electrical breakdown. b. Blowouts, punctures or other road damage to tires. 4. We will not pay for "loss" to any of the follow- ing: a. Tapes, records, discs or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment. Keyser Marston Associates, Inc Policy No: AWFA490049 Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A CA 00 01 03 06 © ISO Properties, Inc., 2005 Page 7 of 12 !!!! b. Any device designed or used to detect speed measuring equipment such as radar or laser detectors and any jamming appara- tus intended to elude or disrupt speed measurement equipment. c. Any electronic equipment, without regard to whether this equipment is permanently in- stalled, that receives or transmits audio, visual or data signals and that is not de- signed solely for the reproduction of sound. d. Any accessories used with the electronic equipment described in Paragraph c. above. Exclusions 4.c. and 4.d. do not apply to: a. Equipment designed solely for the repro- duction of sound and accessories used with such equipment, provided such equipment is permanently installed in the covered "auto" at the time of the "loss" or such equipment is removable from a housing unit which is permanently installed in the cov- ered "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"; or b. Any other electronic equipment that is: (1) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system; or (2) An integral part of the same unit housing any sound reproducing equipment de- scribed in Paragraph a. above and per- manently installed in the opening of the dash or console of the covered "auto" normally used by the manufacturer for installation of a radio. 5. We will not pay for "loss" to a covered "auto" due to "diminution in value". C. Limit Of Insurance 1. The most we will pay for "loss" in any one "ac- cident" is the lesser of: a. The actual cash value of the damaged or stolen property as of the time of the "loss"; or b. The cost of repairing or replacing the dam- aged or stolen property with other property of like kind and quality. 2. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". 3. If a repair or replacement results in better than like kind or quality, we will not pay for the amount of the betterment. D. Deductible For each covered "auto", our obligation to pay for, repair, return or replace damaged or stolen prop- erty will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. SECTION IV – BUSINESS AUTO CONDITIONS The following conditions apply in addition to the Common Policy Conditions: A. Loss Conditions 1. Appraisal For Physical Damage Loss If you and we disagree on the amount of "loss", either may demand an appraisal of the "loss". In this event, each party will select a competent appraiser. The two appraisers will select a competent and impartial umpire. The apprais- ers will state separately the actual cash value and amount of "loss". If they fail to agree, they will submit their differences to the umpire. A decision agreed to by any two will be binding. Each party will: a. Pay its chosen appraiser; and b. Bear the other expenses of the appraisal and umpire equally. If we submit to an appraisal, we will still retain our right to deny the claim. 2. Duties In The Event Of Accident, Claim, Suit Or Loss We have no duty to provide coverage under this policy unless there has been full compli- ance with the following duties: a. In the event of "accident", claim, "suit" or "loss", you must give us or our authorized representative prompt notice of the "acci- dent" or "loss". Include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. b. Additionally, you and any other involved "in- sured" must: (1) Assume no obligation, make no payment or incur no expense without our consent, except at the "insured's" own cost. Keyser Marston Associates, Inc Policy No: AWFA490049 Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A Page 8 of 12 © ISO Properties, Inc., 2005 CA 00 01 03 06 !!!! (2) Immediately send us copies of any re- quest, demand, order, notice, summons or legal paper received concerning the claim or "suit". (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit". (4) Authorize us to obtain medical records or other pertinent information. (5) Submit to examination, at our expense, by physicians of our choice, as often as we reasonably require. c. If there is "loss" to a covered "auto" or its equipment you must also do the following: (1) Promptly notify the police if the covered "auto" or any of its equipment is stolen. (2) Take all reasonable steps to protect the covered "auto" from further damage. Also keep a record of your expenses for consideration in the settlement of the claim. (3) Permit us to inspect the covered "auto" and records proving the "loss" before its repair or disposition. (4) Agree to examinations under oath at our request and give us a signed statement of your answers. 3. Legal Action Against Us No one may bring a legal action against us un- der this Coverage Form until: a. There has been full compliance with all the terms of this Coverage Form; and b. Under Liability Coverage, we agree in writ- ing that the "insured" has an obligation to pay or until the amount of that obligation has finally been determined by judgment af- ter trial. No one has the right under this pol- icy to bring us into an action to determine the "insured's" liability. 4. Loss Payment – Physical Damage Coverages At our option we may: a. Pay for, repair or replace damaged or stolen property; b. Return the stolen property, at our expense. We will pay for any damage that results to the "auto" from the theft; or c. Take all or any part of the damaged or sto- len property at an agreed or appraised value. If we pay for the "loss", our payment will include the applicable sales tax for the damaged or sto- len property. 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or or- ganization must do everything necessary to se- cure our rights and must do nothing after "acci- dent" or "loss" to impair them. B. General Conditions 1. Bankruptcy Bankruptcy or insolvency of the "insured" or the "insured's" estate will not relieve us of any obli- gations under this Coverage Form. 2. Concealment, Misrepresentation Or Fraud This Coverage Form is void in any case of fraud by you at any time as it relates to this Coverage Form. It is also void if you or any other "insured", at any time, intentionally con- ceal or misrepresent a material fact concern- ing: a. This Coverage Form; b. The covered "auto"; c. Your interest in the covered "auto"; or d. A claim under this Coverage Form. 3. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the revi- sion is effective in your state. 4. No Benefit To Bailee – Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any person or organization holding, storing or transporting property for a fee regardless of any other provi- sion of this Coverage Form. Keyser Marston Associates, Inc Policy No: AWFA490049 Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A CA 00 01 03 06 © ISO Properties, Inc., 2005 Page 9 of 12 !!!! 5. Other Insurance a. For any covered "auto" you own, this Cov- erage Form provides primary insurance. For any covered "auto" you don't own, the in- surance provided by this Coverage Form is excess over any other collectible insurance. However, while a covered "auto" which is a "trailer" is connected to another vehicle, the Liability Coverage this Coverage Form pro- vides for the "trailer" is: (1) Excess while it is connected to a motor vehicle you do not own. (2) Primary while it is connected to a cov- ered "auto" you own. b. For Hired Auto Physical Damage Coverage, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered "auto" you own. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". c. Regardless of the provisions of Paragraph a. above, this Coverage Form's Liability Coverage is primary for any liability as- sumed under an "insured contract". d. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the lim- its of all the Coverage Forms and policies covering on the same basis. 6. Premium Audit a. The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy began. We will compute the final premium due when we determine your actual exposures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the bal- ance, if any. The due date for the final pre- mium or retrospective premium is the date shown as the due date on the bill. If the es- timated total premium exceeds the final premium due, the first Named Insured will get a refund. b. If this policy is issued for more than one year, the premium for this Coverage Form will be computed annually based on our rates or premiums in effect at the beginning of each year of the policy. 7. Policy Period, Coverage Territory Under this Coverage Form, we cover "acci- dents" and "losses" occurring: a. During the policy period shown in the Decla- rations; and b. Within the coverage territory. The coverage territory is: a. The United States of America; b. The territories and possessions of the United States of America; c. Puerto Rico; d. Canada; and e. Anywhere in the world if: (1) A covered "auto" of the private passen- ger type is leased, hired, rented or bor- rowed without a driver for a period of 30 days or less; and (2) The "insured's" responsibility to pay damages is determined in a "suit" on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto Rico, or Canada or in a settlement we agree to. We also cover "loss" to, or "accidents" involv- ing, a covered "auto" while being transported between any of these places. 8. Two Or More Coverage Forms Or Policies Issued By Us If this Coverage Form and any other Coverage Form or policy issued to you by us or any com- pany affiliated with us apply to the same "acci- dent", the aggregate maximum Limit of Insur- ance under all the Coverage Forms or policies shall not exceed the highest applicable Limit of Insurance under any one Coverage Form or policy. This condition does not apply to any Coverage Form or policy issued by us or an af- filiated company specifically to apply as excess insurance over this Coverage Form. SECTION V – DEFINITIONS A. "Accident" includes continuous or repeated expo- sure to the same conditions resulting in "bodily in- jury" or "property damage". B. "Auto" means: 1. A land motor vehicle, "trailer" or semitrailer de- signed for travel on public roads; or Keyser Marston Associates, Inc Policy No: AWFA490049 Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A Page 10 of 12 © ISO Properties, Inc., 2005 CA 00 01 03 06 !!!! 2. Any other land vehicle that is subject to a com- pulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equip- ment". C. "Bodily injury" means bodily injury, sickness or dis- ease sustained by a person including death result- ing from any of these. D. "Covered pollution cost or expense" means any cost or expense arising out of: 1. Any request, demand, order or statutory or regulatory requirement that any "insured" or others test for, monitor, clean up, remove, con- tain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "pollut- ants"; or 2. Any claim or "suit" by or on behalf of a govern- mental authority for damages because of test- ing for, monitoring, cleaning up, removing, con- taining, treating, detoxifying or neutralizing, or in any way responding to or assessing the ef- fects of "pollutants". "Covered pollution cost or expense" does not in- clude any cost or expense arising out of the actual, alleged or threatened discharge, dispersal, seep- age, migration, release or escape of "pollutants": a. That are, or that are contained in any prop- erty that is: (1) Being transported or towed by, handled, or handled for movement into, onto or from the covered "auto"; (2) Otherwise in the course of transit by or on behalf of the "insured"; (3) Being stored, disposed of, treated or processed in or upon the covered "auto"; b. Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are ac- cepted by the "insured" for movement into or onto the covered "auto"; or c. After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". Paragraph a. above does not apply to fuels, lu- bricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered "auto" or its parts, if: (1) The "pollutants" escape, seep, migrate, or are discharged, dispersed or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and (2) The "bodily injury", "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraph 6.b. or 6.c. of the definition of "mobile equip- ment". Paragraphs b. and c. above do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon a covered "auto" if: (1) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto"; and (2) The discharge, dispersal, seepage, mi- gration, release or escape of the "pollut- ants" is caused directly by such upset, overturn or damage. E. "Diminution in value" means the actual or per- ceived loss in market value or resale value which results from a direct and accidental "loss". F. "Employee" includes a "leased worker". "Em- ployee" does not include a "temporary worker". G. "Insured" means any person or organization quali- fying as an insured in the Who Is An Insured provi- sion of the applicable coverage. Except with re- spect to the Limit of Insurance, the coverage af- forded applies separately to each insured who is seeking coverage or against whom a claim or "suit" is brought. H. "Insured contract" means: 1. A lease of premises; 2. A sidetrack agreement; 3. Any easement or license agreement, except in connection with construction or demolition op- erations on or within 50 feet of a railroad; Keyser Marston Associates, Inc Policy No: AWFA490049 Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A CA 00 01 03 06 © ISO Properties, Inc., 2005 Page 11 of 12 !!!! 4. An obligation, as required by ordinance, to in- demnify a municipality, except in connection with work for a municipality; 5. That part of any other contract or agreement pertaining to your business (including an in- demnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another to pay for "bodily injury" or "property damage" to a third party or organization. Tort liability means a liability that would be imposed by law in the ab- sence of any contract or agreement; 6. That part of any contract or agreement entered into, as part of your business, pertaining to the rental or lease, by you or any of your "employ- ees", of any "auto". However, such contract or agreement shall not be considered an "insured contract" to the extent that it obligates you or any of your "employees" to pay for "property damage" to any "auto" rented or leased by you or any of your "employees". An "insured contract" does not include that part of any contract or agreement: a. That indemnifies a railroad for "bodily injury" or "property damage" arising out of con- struction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road- beds, tunnel, underpass or crossing; or b. That pertains to the loan, lease or rental of an "auto" to you or any of your "employees", if the "auto" is loaned, leased or rented with a driver; or c. That holds a person or organization en- gaged in the business of transporting prop- erty by "auto" for hire harmless for your use of a covered "auto" over a route or territory that person or organization is authorized to serve by public authority. I. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". J. "Loss" means direct and accidental loss or dam- age. K. "Mobile equipment" means any of the following types of land vehicles, including any attached ma- chinery or equipment: 1. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; 2. Vehicles maintained for use solely on or next to premises you own or rent; 3. Vehicles that travel on crawler treads; 4. Vehicles, whether self-propelled or not, main- tained primarily to provide mobility to perma- nently mounted: a. Power cranes, shovels, loaders, diggers or drills; or b. Road construction or resurfacing equipment such as graders, scrapers or rollers. 5. Vehicles not described in Paragraph 1., 2., 3., or 4. above that are not self-propelled and are maintained primarily to provide mobility to per- manently attached equipment of the following types: a. Air compressors, pumps and generators, including spraying, welding, building clean- ing, geophysical exploration, lighting and well servicing equipment; or b. Cherry pickers and similar devices used to raise or lower workers. 6. Vehicles not described in Paragraph 1., 2., 3. or 4. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": a. Equipment designed primarily for: (1) Snow removal; (2) Road maintenance, but not construction or resurfacing; or (3) Street cleaning; b. Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and c. Air compressors, pumps and generators, including spraying, welding, building clean- ing, geophysical exploration, lighting or well servicing equipment. However, "mobile equipment" does not include land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally ga- raged. Land vehicles subject to a compulsory or fi- nancial responsibility law or other motor vehicle in- surance law are considered "autos". L. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. M. "Property damage" means damage to or loss of use of tangible property. Keyser Marston Associates, Inc Policy No: AWFA490049 Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A Page 12 of 12 © ISO Properties, Inc., 2005 CA 00 01 03 06 !!!! N. "Suit" means a civil proceeding in which: 1. Damages because of "bodily injury" or "prop- erty damage"; or 2. A "covered pollution cost or expense", to which this insurance applies, are alleged. "Suit" includes: a. An arbitration proceeding in which such damages or "covered pollution costs or ex- penses" are claimed and to which the "in- sured" must submit or does submit with our consent; or b. Any other alternative dispute resolution pro- ceeding in which such damages or "covered pollution costs or expenses" are claimed and to which the insured submits with our consent. O. "Temporary worker" means a person who is fur- nished to you to substitute for a permanent "em- ployee" on leave or to meet seasonal or short-term workload conditions. P. "Trailer" includes semitrailer. Keyser Marston Associates, Inc Policy No: AWFA490049 Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A 461-0478 12 12 Includes copyrighted material of ISO Insurance Services Office, Inc., with its permission THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A.The following is added to SECTION II LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured: Additional Insured if Required by Contract If you agree in a written contract, written agreement or written permit that a person or organization be added as an additional insured under this Coverage Part, such person or organization ; but only to the extent that such person or organization qualifies as an insured under paragraph A.1.c.of this Section. If you agree in a written contract, written agreement or written permit that a person or organization b under this Coverage Part, the most we will pay on (1) The Limits of Insurance for liability coverage specified in the written contract, written agreement or written permit; or (2) The Limits of Insurance for Liability Coverage shown in the Declarations applicable to this Coverage Part. Such amount shall be part of and not in addition to the Limits of Insurance shown in the Declarations applicable to this Coverage Part. Regardless of the number of covered "autos", "insureds", premiums paid, claims made or vehicles involved in the "accident", the most we will pay for the total of all damages and "covered pollution cost or expense" combined resulting from any one "accident" is the Limit of Insurance for Liability Coverage shown in the Declarations. B. The following is added to SECTION IV BUSINESS AUTO CONDITIONS, Paragraph B. General Conditions,subparagraph 5. Other Insurance: Primary and Non-Contributory If you agree in a written contract, written agreement or written permit that the insurance provided to a person or organization who qualifies as an additional insured under SECTION II LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured,subparagraph Additional Insured if Required by Contract is primary and non- contributory, the following applies: The liability coverage provided by this Coverage Part is primary to any other insurance available to the additional insured as a Named Insured. We will not seek contribution from any other insurance available to the additional insured except: (1) For the sole negligence of the additional insured ; or (2) For negligence arising out of the ownership, maintenance or use of by the additional insured or by you, unless owned by the additional insured or by you; or (3) When the additional insured is also an additional insured under another liability policy. C. This endorsement will apply only if occurs: 1.During the policy period; 2.Subsequent to the execution of the written contract or written agreement or the issuance of the written permit; and 3.Prior to the expiration of the period of time that the written contract, written agreement or written permit requires such insurance to be provided to the additional insured . D.Coverage provided will not be broader than coverage provided to any other insured under this Coverage Part. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Page 1 of 1 AWFA490049 Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A Policy No: AWFA490049 Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A Policy No: AWFA490049Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A Policy No: AWFA490049 Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A Policy No: AWFA490049 Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A Policy No: AWFA490049 Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A Policy No: AWFA490049 Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A Policy No: AWFA490049 Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A 04/14/2024 Marsh Affinity a division of Marsh USA LLC. PO BOX 14404 Des Moines, IA 50306-9686 Marsh Affinity 800-743-8130 ADPTotalSource@marsh.com AIU Insurance Company 19399 A 07/01/2024 07/01/2025 2,000,000 2,000,000 2,000,000 ADP TotalSource DE IV, Inc. 5800 Windward Parkway Alpharetta, GA 30005 L/C/F: Keyser Marston Associates, Inc. 1299 4TH ST, SUITE 408 San Rafael, CA 94901 WC 088410266 CAX All worksite employees working for Keyser Marston Associates, Inc. paid under ADP TOTALSOURCE, INC.'s payroll, are covered under the above stated policy. See attached certificate holder notice of cancellation. WAIVER OF SUBROGATION IN FAVOR OF CERTIFICATE HOLDER AS RESPECTS OF JOB PERFORMED BY Keyser Marston Associates, Inc. AS REQUIRED BY WRITTEN CONTRACT. City of Rancho Cucamonga Planning Department ATTN: Risk Manager 10500 Civic Center Drive Rancho Cucamonga, CA 91730 X Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A 07/01/2024 12:01 AM WC 088410266 CA ADP TotalSource DE IV, Inc. 5800 Windward Parkway Alpharetta, GA 30005 L/C/F: Keyser Marston Associates, Inc. 1299 4TH ST, SUITE 408 San Rafael, CA 94901 AIU Insurance Company Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A 07/01/2024 WC 088410266 CA Keyser Marston Associates, Inc. AIU Insurance Company 30 days after the Named Insured confirms the Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A City of Rancho Cucamonga Planning Department 10500 Civic Center Drive Rancho Cucamonga, CA 91730 Docusign Envelope ID: 34F432B7-95E1-44D6-934A-FD50AA09A96A Certificate Of Completion Envelope Id: 34F432B7-95E1-44D6-934A-FD50AA09A96A Status: Completed Subject: Complete with Docusign: CO 2025-038 PSA - City with Prof Liability ins_KMA final packet.pdf Source Envelope: Document Pages: 53 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 0 Elizabeth Thornhill AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) elizabeth.thornhill@cityofrc.us IP Address: 199.201.174.250 Record Tracking Status: Original 4/3/2025 5:30:08 PM Holder: Elizabeth Thornhill elizabeth.thornhill@cityofrc.us Location: DocuSign Signer Events Signature Timestamp Julie Romey jromey@keysermarston.com Assistant Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 98.153.236.2 Sent: 4/3/2025 5:36:30 PM Viewed: 4/3/2025 5:38:14 PM Signed: 4/3/2025 5:40:23 PM Electronic Record and Signature Disclosure: Accepted: 4/3/2025 5:38:14 PM ID: d4b6f853-0e8b-4f4a-a110-be90bfe696a9 Kevin Engstrom kengstrom@keysermarston.com Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 45.51.91.44 Sent: 4/3/2025 5:36:30 PM Resent: 4/9/2025 8:32:40 AM Viewed: 4/9/2025 9:24:28 AM Signed: 4/9/2025 9:24:46 AM Electronic Record and Signature Disclosure: Accepted: 4/9/2025 9:24:28 AM ID: 123ccc51-957b-425e-aa41-481418acac46 Matt Burris Matt.burris@cityofrc.us Deputy City Manager City of Rancho Cucamonga Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.201.174.250 Sent: 4/3/2025 5:36:30 PM Resent: 4/9/2025 8:32:41 AM Viewed: 4/9/2025 8:35:33 AM Signed: 4/9/2025 8:37:12 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Matt Marquez matt.marquez@cityofrc.us Economic Development Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 76.91.91.7 Sent: 4/3/2025 5:36:31 PM Viewed: 4/4/2025 9:53:23 AM Signed: 4/4/2025 9:54:31 AM Electronic Record and Signature Disclosure: Accepted: 4/4/2025 9:53:23 AM ID: f2f3758f-a9d1-4dde-b73b-00c2c3345c04 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Elizabeth Thornhill elizabeth.thornhill@cityofrc.us Executive Assistant City of Rancho Cucamonga Security Level: Email, Account Authentication (None) Using IP Address: 199.201.174.250 Sent: 4/3/2025 5:36:31 PM Viewed: 4/3/2025 5:36:56 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/3/2025 5:36:31 PM Certified Delivered Security Checked 4/4/2025 9:53:23 AM Signing Complete Security Checked 4/4/2025 9:54:31 AM Completed Security Checked 4/9/2025 9:24:46 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Cucamonga City Clerk's Office (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 2/22/2022 12:08:29 PM Parties agreed to: Julie Romey, Kevin Engstrom, Matt Marquez Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. 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