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HomeMy WebLinkAboutCO 2025-185 - RSM DesignPSA with professional liability insurance (Design) Page 1 Last Revised: 01/11/2018 AGREEMENT FOR DESIGN PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 10th day of September, 2025, by and between the City of Rancho Cucamonga, a municipal corporation (“City”) and RSM Design, a Calfornia corporation (“Consultant”). RECITALS A.City has heretofore issued its request for proposals to perform the following design professional services: Citywide Signage and Wayfinding Design (“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 design professional services described in Recitals “A” and “B” above, including, but not limited to sign conceptual and schematic design, performance specification development and fabrication observation, all as more fully set forth in the Consultant’s proposal, dated June 6, 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 City of Rancho Cucamonga CONTRACT NUMBER 2025-185 Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E PSA with professional liability insurance (Design) Page 2 Last Revised: 01/11/2018 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 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 “A”. 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 one (1) year 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 requirements have been fulfilled. Parties to this Agreement shall have the option to renew in one (1) year increments to a total of three (3) years, unless sooner terminated as provided in Section 14 herein. Options to renew are contingent upon the City Manager’s approval, subject to pricing review, and in accordance to all Terms and Conditions stated herein unless otherwise provided in writing by the City. 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 Ninety-Two Thousand Dollars ($92,000), including all out of pocket expenses, unless additional compensation is approved by the City Council. City shall not Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E PSA with professional liability insurance (Design) Page 3 Last Revised: 01/11/2018 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. 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 Tanya Spiegel, 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, Cody Clark 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 Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E PSA with professional liability insurance (Design) Page 4 Last Revised: 01/11/2018 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. 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 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. 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 Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E PSA with professional liability insurance (Design) Page 5 Last Revised: 01/11/2018 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, 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 Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E PSA with professional liability insurance (Design) Page 6 Last Revised: 01/11/2018 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 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 Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E PSA with professional liability insurance (Design) Page 7 Last Revised: 01/11/2018 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 Design Professional Services. To the fullest extent permitted by law, the Consultant shall, at its sole cost and expense, indemnify, defend, and hold harmless the City, its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees” in this Section 11.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, stop notices, and losses of any nature whatsoever, including fees of accountants and other professionals, and all costs associated therewith, and reimbursement of attorneys’ fees and costs of defense (collectively “Claims”), whether actual, alleged or threatened, to the extent arising out of, pertaining to, or relating to, in whole or in part, the negligence, recklessness or willful misconduct of the Consultant, and/or its officers, agents, servants, employees, subcontractors, contractors or their officers, agents, servants or employees (or any entity or individual for which or whom the Consultant shall bear legal liability) in the performance of design professional services under this Agreement by a “design professional,” as the term is defined in California Civil Code § 2782.8(c). The indemnification obligation herein shall not in any way be limited by the insurance obligations contained in this Agreement. Notwithstanding the foregoing and as required by Civil Code § 2782.8(a), in no event shall the cost to defend the Indemnitees that is charged to Consultant exceed Consultant’s proportionate percentage of fault. 11.2 Other Indemnities. With respect to claims and liabilities which do not arise in connection with the performance of professional services by a “design professional”, as that term is defined in California Civil Code Section 2782.8(c), including, but not limited to, those claims and liabilities normally covered by commercial general and/or automobile liability insurance, and to the maximum extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, stop notices, and losses of any nature whatsoever, including fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively “Damages”), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual for which or whom Consultant shall bear legal liability) in the performance of this Agreement, except to the extent the Damages arise from the active or sole negligence or willful misconduct of any of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E PSA with professional liability insurance (Design) Page 8 Last Revised: 01/11/2018 Indemnitees in any action or actions filed in connection with any Damages with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs as they are actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. The indemnification obligation herein shall not in any way be limited by the insurance obligations contained in this Agreement. . 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. 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 Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E PSA with professional liability insurance (Design) Page 9 Last Revised: 01/11/2018 three (3) years after completion of the Services which shall 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 12. The 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: $2,000,000 per accident for bodily injury and property damage. (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. (5) The Insurance obligations under this agreement shall be the greater of (i) the Insurance coverages and limits carried by the Contractor; or (ii) the minimum insurance requirements shown in this Agreement. Any insurance proceeds in excess of the specified limits and coverage required which are applicable to a given loss, shall be available to the City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the Contractor under this Agreement. 12.4 Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City and shall not reduce the limits of coverage. City reserves the right to obtain a full certified copy of any required insurance policy and endorsements. 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 Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E PSA with professional liability insurance (Design) Page 10 Last Revised: 01/11/2018 agents serving as independent contractors in the role of City officials 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 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 officials. Any insurance or self- insurance maintained by City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City 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 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 officials. (6) Each policy shall 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 Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E PSA with professional liability insurance (Design) Page 11 Last Revised: 01/11/2018 A:VII or better according to the most recent A.M. Best Co. Rating Guide. (7) Each policy shall 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) Each policy shall 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) Contractor shall provide any and all 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 including (1) Additional Insured Endorsement(s), (2) Worker’s Compensation waiver of subrogation endorsement, and (3) General liability declarations or endorsement page listing all policy endorsements. 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. 12.7 Contractor agrees to include in all contracts with all subcontractors performing work pursuant to this Agreement, the same requirements and provisions of this Agreement including the indemnity and insurance requirements to the extent they apply to the scope of any such subcontractor’s work. Contractor shall require its subcontractors to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City pursuant to this Agreement, and to require each of its subcontractors to include these same provisions in its contract with any sub- subcontractor. 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: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E PSA with professional liability insurance (Design) Page 12 Last Revised: 01/11/2018 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: Tanya Speigel, Deputy Director of Economic Development 10500 Civic Center Drive Rancho Cucamonga, CA 91730 T: 909-774-4306 Tanya.Spiegel@cityofrc.us If to Consultant: Cody Clark, Principal 55 Auburn Avenue, Suite A Sierra Madre, CA 91024 T: 323-767-4345 cody@rsmdesign.com 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, Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E PSA with professional liability insurance (Design) Page 13 Last Revised: 01/11/2018 national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. 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. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. The applicable prevailing wage rate determinations can be found at http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the Project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 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. Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E PSA with professional liability insurance (Design) Page 14 Last Revised: 01/11/2018 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. IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above. Consultant Name: RSM Design 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: 8E86D024-5854-45EE-A168-4AB93A9E76A5 Vice President 9/10/2025 | 12:56 PM PDT Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E 9/16/2025 | 3:37 PM PDT City Manager PSA with professional liability insurance (Design) Page 15 Last Revised: 01/11/2018 EXHIBIT A SCOPE OF SERVICES See attached Scope of Services from RSM “Proposal for Architectural Graphic Design” Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E PSA with professional liability insurance (Design) Page 16 Last Revised: 01/11/2018 EXHIBIT B SCHEDULE OF PERFORMANCE Not applicable Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E PSA with professional liability insurance (Design) Page 17 Last Revised: 01/11/2018 Attachment A – Sample Waiver of Subrogation (Sample Only – Not all forms will look identical to this Sample) Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E PSA with professional liability insurance (Design) Page 18 Last Revised: 01/11/2018 Attachment B – Sample Additional Insured for On-going Projects Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E PROPOSAL FOR ARCHITECTURAL GRAPHIC DESIGN City of Rancho Cucamonga Citywide Signage System ___________________________________________ June 6, 2025 Revised: July 14, 2025 Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E Rancho Cucamonga – Citywide Wayfinding July 14, 2025 RSM Design 2 ____________________________________________ SUBMITTED TO Tony Whinney Deputy City Manager – Special Projects City of Rancho Cucamonga M 619.890.7761 Anthony.Winney@cityofrc.us PREPARED BY Cody Clark RSM Design 55 Auburn Avenue, Suite A Sierra Madre, CA 91024 T 323-767-4345 cody@rsmdesign.com ______________________________________________ Project Overview RSM Design is pleased to submit this architectural graphic design proposal to Tony Whinney, with the City of Rancho Cucamonga, for the citywide wayfinding project located in Rancho Cucamonga, CA. In response to the request for a proposal, we have developed the following scope, phases, deliverables, fee structure, and terms for this project. Goals & Objectives · Assist residents, visitors and employees to easily navigate to their destinations · Enhance the City’s brand image with recognizable graphics · Create uniformity in signage throughout the City through consistent brand messaging Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E Rancho Cucamonga – Citywide Wayfinding July 14, 2025 RSM Design 3 ___________________________________________ Architectural Graphics Scope Overall Project Deliverables: • Signage vision narrative / reference images • Signage location plans • Signage message schedules • General performance signage specifications • Material, finish, paint, color, typography and iconography schedules • Existing signage demolition plan Citywide Signage: • Entrance gateways (2) • District identification / Trailblazer • Park identification / guidelines / Rules & Regs / Art coordination • Vehicular directionals (primary and secondary scales) • Pedestrian directionals (primary and secondary scales) • District orientation kiosk / map directory • Street sign (existing review) / brand integration • Interpretive plaques Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E Rancho Cucamonga – Citywide Wayfinding July 14, 2025 RSM Design 4 ___________________________________________ Phases of Work PHASE 1 : DISCOVERY Kick-off Meeting RSM Design will facilitate a signage kick-off meeting with the client and key consultant teams to understand the goals and objectives for the project. We will introduce our team and align the contracted scope, phasing, delivery, schedule, while uncovering the client key milestones and priorities. Asset Collection RSM Design will research the project community, market, and site character to understand the key defining elements of the project and its location. Our team will gather relevant contextual information and project drawings / presentations to understand the project. Signage Code Review RSM Design will research the applicable city signage codes. Our team will summarize the findings and present the information to the client team. At that time, it can be discussed if the signage code limitations allow for the creative expression desired by the client. Phase 1 Deliverables • In-person kick-off meeting with project stakeholder team • Project workplan outlining team, scope, phases, delivery and proposed schedule. • Integrate city branding/messaging and utilize existing signage guidelines as needed • Integrate city provided location plans as needed • Code review summary Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E Rancho Cucamonga – Citywide Wayfinding July 14, 2025 RSM Design 5 Phase 1 Schedule RSM Design will need the signed contract and paid mobilization prior to the kickoff call and the project schedule defined. Once the mobilization is paid and contract executed, we will need a two weeks for the mobilization our team, scheduling of a kick off meeting and definition of the project schedule. • Client signed contract • Mobilization fee is received Phase 1 Meetings • Virtual coordination meetings / presentations: Bi-monthly • In-person kick-off meeting / presentation: Two PHASE 2 : VISION AND CONCEPT DESIGN RSM Design will develop a concept vision, palette and design package integrating all gathered information aligning to the goals of the project. Our team will establish the project signage vision while referencing images and computer-generated design “sketches,” that will convey the proposed signage and graphic concept directions. RSM Design may utilize various techniques to convey the initial concepts such as AI-generated 3D views, loose 3D models, 2D elevations, and other representation tools, but does not rely on fully rendered contextual views to convey the initial design approaches. Phase 2 Deliverables • Vision reference palettes and images • Wayfinding strategy / conceptual signage location plans • Integrate circulation / traffic counts / key destinations and attractions • Presentation of three unique concept design approaches focusing on the overall aesthetics and major sign types • If needed, presentation of two modifications / refinements to a selected concept from the initial approaches • RSM to provide rough budget for alignment stage Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E Rancho Cucamonga – Citywide Wayfinding July 14, 2025 RSM Design 6 • Deliverable will be compiled into a JPG formatted PDF Phase 2 Schedule RSM Design respectfully requests an estimated four to six weeks for the completion of this phase of work after written authorization to proceed from the previous phase is received from the client. Phase 2 Meetings • Virtual coordination meetings / presentations: Bi-monthly • In-person kick-off meeting / presentation: None proposed PHASE 3 : SCHEMATIC DESIGN RSM Design will develop a single design family based on the client approved concept package. Our team will expand the sign family and develop drawings with initial details for all scope items during this phase. RSM Design will coordinate closely with the consultant team on required sign locations for contextual, electrical, and backing needs. Phase 3 Deliverables • Computer-generated drawings for each sign in the scope • Drawings will include sign form, overall dimensions, major material call outs, typeface recommendations, and paint / finish and color selections and will be added to the single concept design direction selected by the client. • Refined signage location plan • The schematic design drawings will be suitable for preliminary pricing / phasing strategy • Deliverable will be compiled into an 11” x 17” JPG formatted PDF Phase 3 Schedule RSM Design respectfully requests an estimated four to six weeks for the completion of this phase of work after written authorization to proceed from the previous phase is received from the client. Phase 3 Meetings • Virtual coordination meetings / presentations: Bi-monthly • In-person kick-off meeting / presentation: One proposed Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E Rancho Cucamonga – Citywide Wayfinding July 14, 2025 RSM Design 7 PHASE 4 : SIGNAGE MESSAGING SCHEDULES RSM Design will provide the message schedule for the sign types within the final design development package for the sign fabricator to utilize with the production of their shop drawings. All final approval of the signage messages must come directly from the client and the client’s signature will be required on all shop drawings of the messaging before fabrication can commence. The sign fabricator is responsible for obtaining all client approvals on the final messaging. Please note, the message schedule is for type content only and does not include map graphics or other graphic content, and is not considered the final artwork for each sign layout. Phase 4 Deliverables • Excel and/or visual messaging document for sign types with the bid document • The fee includes two rounds of message schedule refinements after the initial submittal Phase 4 Schedule RSM Design respectfully requests an estimated two weeks for the completion of the sign messaging schedules after written authorization to proceed from schematic design. Phase 4 Meetings • Virtual coordination meetings / presentations: Bi-monthly • In-person coordination meetings / presentations: None proposed PHASE 5 : DESIGN DEVELOPMENT / BID SIGN PACKAGE During this final documentation phase, RSM Design will include further development of the approved schematic design drawings and provide close coordination with the project consultant team. The information and drawings contained in the final design development / bid package will be suitable for bidding by qualified signage fabricators. This process assumes that only one holistic signage package for the project will be issued. RSM Design’s Coordination and Responsibility This final package will show the design intent of all signs but does not include full detailing of internal structure, engineering, foundation details, lighting specifications, weights, venting, backing specifications, nor attachment details. These drawings are not considered “construction documents” Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E Rancho Cucamonga – Citywide Wayfinding July 14, 2025 RSM Design 8 and are not intended for final fabrication but do contain enough aesthetic information for a sign fabricator to accurately bid the package and produce the final shop drawings. Signage Fabricator’s Coordination and Responsibility The sign fabricator generates the final “construction documents” for permitting, fabrication, and installation. The sign fabricator is also responsible for coordinating with local codes requirements, sign engineering, structural requirements, and coordination of electrical, backing, venting, waterproofing, and all attachment methods with the general contractor or other consultants. All final messages and artwork for “prototype” signs will be generated by the selected sign fabricator. Phase 5 Deliverables • Final design development / bid drawings for each sign type • Drawings will include sign form, dimensions, materials, type layouts, paint / finish and colors • All necessary sign views will be included to convey the design intent • Design sections through key components of the signage to convey the design intent • Finalized sign location plans as coordinated with the project consultant team • General signage specifications • Deliverable will be compiled into a JPG formatted PDF Phase 5 Schedule RSM Design respectfully requests an estimated four weeks for the completion of this phase of work after written authorization to proceed from the previous phase is received from the client. Phase 5 Meetings • Virtual coordination meetings / presentations: Bi-monthly • In-person coordination meetings / presentations: None proposed Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E Rancho Cucamonga – Citywide Wayfinding July 14, 2025 RSM Design 9 PHASE 6 : FABRICATION OBSERVATION Bidding Assistance RSM Design Responsibilities • RSM Design will provide a list of two or three signage fabricator prospects for the client’s consideration to produce shop drawings, fabrication, and installation of the proposed signage and graphics. • RSM Design will review submitted qualification materials and interview, along with the client team, a selected short list of qualified fabricators. • RSM Design will answer any RFI bid questions received in writing in order to clarify any questions about the design intent. Client / General Contractor / Sign Fabricator’s Responsibilities • All bid requests, bid forms, and the RSM Design final signage package, are submitted to fabricator prospects directly by the client or general contractor. • The client or general contractor will be responsible for the final selection and contracting of a signage contractor, as well as, managing the signage process including, bidding, fabrication, and any contracts with the sign fabricator. • The general contractor or client is responsible for confirming the integration of the signage and graphics into the other consultant drawings, managing the signage installation/coordination with the other disciplines, and the sign fabricator’s schedule. • The selected fabricator is responsible for compliance with all local codes, structural integrity, and items such as sign engineering and design of electrical, waterproofing, venting, material strengths, weights, and lighting specifications associated with the signage. Shop Drawing & Mockup Review • RSM Design has included review and redline of up to three rounds of shop drawings within 10 business days of receipt of each package. The drawings will be reviewed for compliance with the original design intent. • Shop drawings must be received in one holistic package for review. Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E Rancho Cucamonga – Citywide Wayfinding July 14, 2025 RSM Design 10 • Mockups can be reviewed in the fabricator’s shop, sent directly to RSM Design’s office, or a video of the mock ups can be sent to RSM Design for review. We will review one round of mockups and any subsequent modifications to unapproved mockups. • Review and comment on up to ten submitted material samples. • Respond to RFI’s as needed. Final Punch Walk and Report • When the fabrication and installation is complete, RSM Design will attend a final site visit for a punch walk to prepare a written and photographic punch-list of all signage and graphics from the scope to ensure compliance with the original design intent and general specifications. Due to the uncertain amount of time in the bidding, fabrication coordination, and installation of the project, and assistance the client or signage fabricator may or may not require, RSM Design will invoice the fabrication observation services at our hourly rates listed below until they reach the estimated fee. Prior to reaching the estimated fee, RSM Design will notify the client of the completion of the services or request additional hours to continue the coordination efforts. RSM Design estimates 40 number of hours to complete the services within this phase. Fabrication Observation fees are based on the use of one fabrication company completing the project. Phase 6 Meetings All meetings and coordination time are invoiced hourly towards the estimated fee allowance. • Estimated virtual meetings / coordination: o Bidding: Two o Sign fabricator / general contractor coordination & RFIs: Two • In-person meetings: o Fabricator shop visits: One local o Site visits during mockups and/or installation: One o Final punch walk / site visits: One Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E Rancho Cucamonga – Citywide Wayfinding July 14, 2025 RSM Design 11 ___________________________________________ Clarifications & Exclusions • Photography: Reference images used to convey the brand narrative are not used with permission of the original photographer and are used for internal reference purposes only. Most images originating from the web, are used for "in-house" purposes only, and may not be used by the client or consultant teams for digital, print, or social media publication without prior written consent from the original source. The client will be responsible for obtaining the image usage rights should they want to publish any of the reference images. • Package Distribution: These packages prepared are for this project location only and not for distribution beyond client / stakeholder team, unless otherwise specified. Unless otherwise noted, RSM Design assumes a single package will be prepared for all project components. • City / County Submittals: The selected sign fabricator is responsible for permitting the signage. The client’s land use attorney for managing the process to acquire project signage variances or special area permits. • Signage Demolition: The contracted signage fabricator would be responsible to identify, remove and legally dispose of any signs the client wishes to be removed during the signage implementation process. • Drawings and Specifications: RSM Design works in the latest version of Adobe Illustrator and InDesign software. We prepare signage location plans in AutoCad, if requested. RSM Design provides sign industry standard general specification recommendations, but they are not formatted in specifications Masterformat or Masterspec formats. • Signage Fabrication: It is the responsibility of the selected sign fabricator to provide “stamped” engineering drawings for permitting and construction. RSM Design assumes a general contractor will be responsible for the management of the selected signage fabricator or the fabrication schedule and deliverables. Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E Rancho Cucamonga – Citywide Wayfinding July 14, 2025 RSM Design 12 • Design Changes: If any changes to the package are requested by the client team, after the final packages are delivered, RSM Design will discuss the time and professional fees needed to address the requested changes. ___________________________________________ Additional Information WOMEN BUSINESS ENTERPRISE (WBE) RSM Design is a certified Women Business Enterprise and is certified nationally by the National Women Business Owners Corporation. With our affiliation and participation in this program we hope our WBE status helps the projects’ diversity requirements for ethnic or gender minority subcontractors, and opportunities with local, state, and federal agencies. DIVERSITY - WE ARE BETTER TOGETHER RSM Design is a culture of creativity. A studio where everyone is welcome. We believe in embracing our differences, valuing diversity, and inclusion, growing our team and business in ways that celebrate our unique cultures, experiences, and perspectives. Our team believes in a killer growth mindset, keeping your word and doing the right thing. We know that design has the power to bring great change, and the spaces and communities that we design enrich each person’s sense of place. RSM Design’s commitment is to continually work to give our team, clients, and end-users a platform to share their voice and create a culture where you can be yourself. SUSTAINABILITY - A SUSTAINING PROCESS The RSM Design studio works to practice sustainable initiatives within our everyday environments and design projects focusing on becoming more resourceful, resilient, or regenerative. Our working environment focuses on energy efficiencies, paperless design processes, low-carbon footprint practices and employee well-being programs. Within the practice, process, and product of design, the team at RSM Design feels strongly about our commitment to implore sustainable methodologies. Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E Rancho Cucamonga – Citywide Wayfinding July 14, 2025 RSM Design 13 Our commitment spans from locally sourced material specifications to fabrication partners that promote positive recycling, disposal, smart start design strategies, and healthy building practices. Our leadership team is certified as LEED Green Associates, WELL Building, FITWELL or U.S Green Building Council experts. ___________________________________________ Professional Fees SCHEDULE OF FEES PHASE 1 : DISCOVERY $5,000 PHASE 2 : VISION / CONCEPT DESIGN $2 4 ,000 PHASE 3 : SCH EMATIC DESIGN $3 5 ,000 PHASE 4 : SIGN MESSAGING $8,000 PHASE 5 : DESIGN DEVELOPMENT/ BID PACKAGE $20,000 SUB TOTAL $92,000 PHASE 6 : FABRICATION OBSERVATION $10,000 (ESTIMATED, BILLED HOURLY) MOBILIZATION FEE Upon award of the contract, RSM Design will invoice for $20,000 as a mobilization fee. Payment of this invoice, along with the signed contract or letter of authorization to proceed, will need to be received before design services or travel begins. This amount will be deducted from the final project invoice. RSM Design will provide outstanding client services to achieve the best outcome for the project, utilizing all of our expertise located across the multiple RSM Design studios. As needed, a project requirement may arise to use one of our internal specialists (i.e. brand director, technical expert) that is not located within the studio the project is managed through for attendance at milestone Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E Rancho Cucamonga – Citywide Wayfinding July 14, 2025 RSM Design 14 presentations or coordination meetings. We bring the best team members to the table for each and every collaboration. The time for these meetings is included in our overall design fees but the cost of travel and travel related expenses for the specialist will be billable as a reimbursable expense. Any meeting / travel expenses are billed separately as a reimbursable expense. PAYMENT + EXPENSES RSM Design will invoice for percentages of project fees upon completion at each milestone phase work. JPG formatted PDF files will be presented to the team for review and comment at each stage of work. It is RSM Design’s policy to only release high-resolution original and final files, artwork, or production files upon receipt of all outstanding invoices. RSM Design bills for time, materials, and expenses for all projects. RSM Design's standard billing procedure is to provide itemized monthly invoices at the first of each month. Invoices are due net 30 days. RSM Design will make every effort to accommodate special billing requirements if necessary. RSM Design's hourly fees are: PRINCIPAL / DIRECTOR $260.00 PER HOUR ASSOCIATES $220.00 PER HOUR DESIGN / PRODUCTION $18 5.00 PER HOUR RSM Design rates are subject to change with notice. For the purposes of calculating monthly charges, typical reimbursable expenses include, but are not limited to, the following: • travel / meeting expenses • in-house and external printing expenses • parking and mileage at standard rate established by federal government • postage / messenger / express shipping A standard 10% markup is assessed on all reimbursable expenses above and beyond any outlined expenses. These charges will not be itemized on individual invoices unless requested in writing by Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E Rancho Cucamonga – Citywide Wayfinding July 14, 2025 RSM Design 15 the client. Reimbursable expenses are defined as those actual expenditures incurred directly in conducting the project. These include but are not limited to the items listed above. ADDITIONAL SERVICES If additional work or scope is requested, RSM Design will prepare an additional service proposal, for approval by the client team, prior to any work starting. PROJECT / CONTRACT DURATION This contract duration will only be good for 12 months (for the design and documentation phases) from full execution and receipt of the mobilization fee. If this project extends beyond this time period, this contract will no longer be applicable and a new contract will be negotiated with the client for the extension of time. AGREEMENT This proposal is good for 90 days from the date of issuance. If this proposal is acceptable to you, please sign and date one copy and return it to us, whereupon this proposal will become a binding agreement in accordance with its terms. ___________________________________________ ____________________________________ Cody Clark, RSM Design Date ACCEPTED ___________________________________________ ____________________________________ Print Name Title ___________________________________________ ____________________________________ Signature Date Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E Rancho Cucamonga – Citywide Wayfinding July 14, 2025 RSM Design 16 ___________________________________________ Terms + Conditions Conditions of Service RSM Design is a design consultancy firm specializing in graphic design, project branding, and placemaking elements for the built environment. As such, RSM Design does not provide engineering, permitting, or construction documentation. Billing shall be monthly in proportion to the percent complete of the design services with payment due thirty days after receipt by the Owner. Additional Services Revisions to the project may require additional service fees. Revisions include changes in the extent of work, increased complexity of any elements of the Project, changes made by the Client after an approval has been made on a specific stages of work, changes to the phasing of the project with the addition of additional packages needed, changes made to copy after approval of final proofs, changes made to the physical site after design work has been approved and any changes resulting in a change of Client Representative. Any work required to be performed beyond normal hours or within a shorter time frame than previously agreed upon, as a result of unusual deadlines or as consequence of the Client not meeting scheduled times for delivery of information, materials or approvals, shall be a charged at an additional fee. Should the RSM Design team be required to revise already completed portions of its work for the reasons listed below, the RSM Design team shall be entitled to additional fees to initiate the requested changes: • Owner initiated programmatic changes (initiated at any point in the design) • Owner initiated changes after approval of said work by the Owner requiring the RSM Design team to revise work completed in a prior phase Work Delays Fees presume timely approvals and project design progression at a reasonable pace based on the overall schedule provided by the Client / Architect. Delays not caused by RSM Design may necessitate the reassignment of the team to other projects. A reexamination of fee, hourly rates, and a possible change order may be requested to resume work. These delays will not delay or hold up any payments due to RSM Design. If RSM Design is put on hold for over ninety (90) days by the Client, RSM Design reserves the right to renegotiate the professional service fees, hourly rates, and may charge a reengagement fee. This agreement may be terminated by either party at any time with or without cause by written notice. Termination shall be effective seven (7) days after date of notice. Upon termination, all invoices presented by RSM Design for services and expenses for periods prior to the date of termination shall become immediately due and payable. Mobilization fees are non-refundable. Balances left unpaid for 45 days are subject to suspension of all design work. Work shall resume only after outstanding balance is paid in full or satisfactory terms have been agreed upon to in writing.1.5 % or not to exceed allowable by state will be assessed on unpaid balances beyond each full 30-day period. Failure of the Client to make payments to RSM Design under this Agreement shall be cause for termination. In the event of a suspension of services, RSM Design shall have no liability for any damages to Client incurred because of such suspension. Termination or suspension of services by RSM Design shall in no way relieve the Client of compensating RSM Design for services performed and expenses incurred to the date of termination. Basic Services The services to be provided by RSM Design for the Client shall be restricted to consultation, research, design, and supervision of the implementation and the overall coordination of the Client Project. In addition, certain materials shall be prepared, including presentation materials, in order to describe RSM Design’s intentions to the Client and any necessary artwork, drawings and specifications required to enable the design to be printed, fabricated or installed. Description of Services RSM Design is a graphic design and consulting firm and as such shall specify color, suggested materials, finishes and details for the design elements that are to be constructed. RSM Design works closely with fabricators and installers on design details and depends on their expertise for all decisions concerning engineering, lighting requirements, loading calculations, safety considerations and installation techniques. The Client, Architect and general contractor are responsible for reviewing shop drawings for all fabricators to ensure compliance with their standards. Under no circumstances shall RSM Design act as or assume the responsibilities of a general contractor. It is the Client’s responsibility to designate a contractor or request a sign fabricator to act as a general contractor to complete this project. Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E Rancho Cucamonga – Citywide Wayfinding July 14, 2025 RSM Design 17 Insurance / Liability RSM Design carries a General Business Liability insurance policy, which includes Non-Owned and Hired Auto, with limits of $2,000,000 / $4,000,000 and a deductible of $1,000. The insurance policy shall be endorsed to name the Client and its affiliates as additional insured. RSM Design shall provide certificates of insurance to Client, evidencing proof of insurance. RSM Design will indicate proof of Valuable Papers and Records Insurance, Professional Liability Insurance, and Workers’ Compensation Insurance. RSM carries standard Worker’s Compensation Insurance and does not provide a Waiver of Subrogation. Any changes or upgrades to our insurance can be obtained at the request of the client and will be treated as a reimbursable expense. Additional Services Changes to the extent of the work, changes in the complexity of any element of the project, and any changes made after approval has been given for a specific stage of design, documentation or preparation of artwork will be billed to the client on a time and materials basis. Any additional design work or presentations beyond those described in the Scope of Work are considered additional services. In the event that the client requires and authorizes RSM Design to perform services not included in this Scope of Work, RSM Design shall be compensated for time and materials in accordance with the fee and expense schedules listed above. RSM Design has limited our revisions to all submittals in this proposal to one single revision, subsequent changes and revisions shall be an additional service. The Client shall appoint a sole Project Representative to act on the Client’s behalf with authority to provide design direction and approvals as necessary. If, at any phase after Concept Design, the project team changes and design direction changes based on the previous direction given, RSM Design reserves the right to ask for additional services for these changes. Design Ownership All designs, drawings, branding logos, names, and documentation of the work performed under this agreement is the exclusive property of RSM Design and shall be utilized only for the application to this project, and no other project. RSM Design reserves the right to use any work produced for the Client as samples, which may be used or reproduced in any reasonable way for the marketing needs of RSM Design. The fee includes a sum for the assignment of rights to the Client to use the designs for all the purposes for which the work was commissioned. The rights will be transferred to the Client upon payment in full of all fees and reimbursables. Any use of the designs by the Client other than those specified here, will require written permission. RSM Design shall retain all tangible property, including drawings, layouts, and other visual presentations in its files for a period of five (5) years from the date of this Agreement. Upon expiration of this period, all materials will be destroyed unless Client provides a written request that they be retained. Design Credit The Client will acknowledge design credit to RSM Design for the project as may be pertinent in architectural, engineering, interior design and/or graphic design publicity about the project, in social media, print brochures, project websites, and as may be appropriate, shall cite RSM Design on any formal credit plaque or project sign. Additionally, RSM Design will acknowledge the client and consultant team on any self-promotion developed. Risk of Usage RSM Design will not conduct a search for trademarks and service marks that may conflict with any graphics prepared by RSM Design and RSM Design makes no warranties regarding logos or other graphics. The Client assumes all risks related to the use of logos and graphics, including, without limitation, the risk that the logos and graphics may infringe on the rights of others. Notwithstanding the foregoing, Client shall indemnify and hold harmless RSM Design, if RSM Design produces any logos or graphic designs for this project that may infringe on the proprietary rights of others. Photographic images used to convey the design intent are not used with permission of the photographer and are used for reference purposes only. Most images originate from the web, are used for "in-house" purposes only, and may not be used by the client or consultant teams for publication without prior written consent from the original source. Standard of Care RSM Design shall perform its services consistent with the professional skill and care ordinarily provided by design consultants practicing in the same or similar locality under the same or similar circumstances. RSM Design shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. Limitation of Liability Client agrees to limit the liability of RSM Design, its principals, employees and subconsultants to Client and to all contractors and subcontractors on the Project, for any claim or action arising in tort, contract, or strict liability, to the sum of$50,000 or RSM Design’s fee, whichever is greater. Client and RSM Design acknowledge that this provision was expressly negotiated and agreed upon. Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E Rancho Cucamonga – Citywide Wayfinding July 14, 2025 RSM Design 18 Sole Remedy It is intended by the parties to this Agreement that RSM Design’s services in connection with the Project shall not subject the RSM Design's individual employees, officers, or directors to any personal legal exposure for the risks associated with this Project. Therefore, and notwithstanding anything to the contrary contained herein, the Client agrees that as the Client's sole and exclusive remedy, any claim, demand, or suit shall be directed and/or asserted only against the RSM Design, a California business entity, and not against any of the RSM Design's individual employees, officers, or directors. Waiver of Consequential Damages. Notwithstanding any other provision in this Agreement, and to the fullest extent permitted by law, neither the Client nor the RSM Design, their respective officers, directors, partners, employees, contractors or subconsultants shall be liable to the other or shall make any claim for any incidental, indirect or consequential damages arising out of or connected in any way to the Project or to this Agreement. This mutual waiver of consequential damages shall include, but is not limited to, loss of use, loss of profit, loss of business, loss of income, loss of reputation or any other consequential damages that either party may have incurred from any cause of action including negligence, strict liability, breach of contract and breach of strict or implied warranty. Both the Client and the RSM Design shall require similar waivers of consequential damages protecting all the entities or persons named herein in all contracts and subcontracts with others involved in this Project. Dispute Resolution Client agrees that in the event RSM Design institutes litigation to enforce or interpret the provisions of this Agreement, such litigation is to be brought and adjudicated in the appropriate court in the county in which RSM Design’s principal place of business is located, and Client waives the right to bring, try or remove such litigation to any other county or judicial district. (a) Except as provided in subdivisions (b) and (c), in an effort to resolve any conflicts that arise during the design or construction of the Project or following completion of the Project, Client and RSM Design agree that all disputes between them arising out of or relating to this Agreement shall be submitted to nonbonding mediation, unless that parties mutually agree otherwise. Client and RSM Design further agree to include a similar mediation provision in all Agreements with independent contractors and consultants retained for the Project and to require all independent contractors and consultants also to include a similar mediation provision in all Agreements with subcontractors, subconsultants, suppliers or fabricators so retained, thereby providing for mediation as the primary method for dispute resolution between the parties to those Agreements. (b) Subdivision (a) shall not preclude or limit RSM Design’s right to file an action for collection of fees if the amount in dispute is within the jurisdiction of the small claims court. (c) Subdivision (a) shall not preclude or limit RSM Design’s right to record, perfect or enforce applicable mechanic’s lien or stop notice remedies. No Guarantees or Warranties RSM Design makes no warranty, either express or implied, as to its findings, recommendations, plans, specifications, or professional advice except that the services were performed pursuant to generally accepted standards of professional practice in effect at the time of performance. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. Entire Agreement This Agreement contains the entire Agreement between Client and RSM Design relating to the Project and the provision of services for the Project. Any prior Agreements, promises, negotiations or representations not expressly set forth in this Agreement are of no force or effect. Subsequent modifications to this Agreement shall be in writing and signed by both Client and RSM Design. Waiver/Enforceability of Terms RSM Design’s or Client’s waiver of any term, condition or covenant shall not constitute the waiver of any other term, condition, or covenant. RSM Design’s or Client’s waiver of any breach of this Agreement shall not constitute the waiver of any other breach of the Agreement. If any term, condition, or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be valid and binding on Client and RSM Design. Assignment Neither Client nor RSM Design shall assign this Agreement without the prior written consent of the other. Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 8/26/2025 License # 0E67768 (858) 200-4542 13056 RSM Design 160 Avenida Cabrillo San Clemente, CA 92672 10346 20443 42374 A 2,000,000 X X PMB0002047 7/1/2025 7/1/2026 1,000,000 Limited Cont LIab 10,000 Sev of Int 2,000,000 4,000,000 4,000,000 Deductible 10,000 2,000,000A X X PMB0002047 7/1/2025 7/1/2026 No Co. Owned Autos 5,000,000A X X PME0002017 7/1/2025 7/1/2026 5,000,000 0 B X EIG599023100 7/1/2025 7/1/2026 1,000,000 N 1,000,000 1,000,000 C Prof Liab/Ded $25K 8033211351 7/1/2025 Per Claim/Aggregate 5,000,000 D Cyber Liability H25NGP241557-01 7/1/2025 7/1/2026 Per Claim/Aggregate 1,000,000 Re: City of Rancho Cucamonga - Citywide Signage System The City of Rancho Cucamonga, Rancho Cucamonga Fire Protection District, its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials is/are Additional Insured with respect to General Liability and Hired Non-Owned Auto Liability per the attached endorsement as required by written contract. Insurance is Primary and Non-Contributory. Waiver of Subrogation applies to General Liability and Workers Compensation. 30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions. City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga, CA 91730 REDMSCH-01 LOVELACEJ IOA Insurance Services 3636 Nobel Drive Suite 410 San Diego, CA 92122 Judy Lovelace judy.lovelace@ioausa.com RLI Insurance Company Employers Preferred Insurance Company Continental Casualty Company Houston Casualty Company X 7/1/2026 X X X X X X X X X X X Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E Policy Number: RLI Insurance Company Named Insured: PPB 304G 04 13 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM - SECTION II – LIABILITY 1. C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by you or those acting on your behalf: a. In the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or c. In connection with “your work” and included within the “product-completed operations hazard”. 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b. This insurance does not apply to the rendering of or failure to render any professional services. c. This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3. The following is added to SECTION III H.2. Other Insurance – COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II – LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b. The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4. The following is added to SECTION III K. 2. Transfer of Rights of Recovery Against Others to Us – COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II – LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PMB0002047 RSM Design Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E Policy Number: RLI Insurance Company PPB 321 01 22 Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® HIRED AUTO AND NON-OWNED AUTO LIABILITY This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM Schedule Coverage Additional Premium Limit of Insurance A. Hired Auto Liability $ $ Per Occurrence B. Non-owned Auto Liability $ $ Per Occurrence A.Insurance is provided only for those coverages for which a specific premium charge and Limit of Insurance is shown in the Declarations or in the Schedule. 1. Hired Auto Liability The insurance provided under Paragraph A.1. Business Liability in SECTION II – LIABILITY applies to "bodily injury" or "property damage" arising out of the maintenance or use of a "hired auto" by you or your "employees" in the course of your business. 2. Non-owned Auto Liability The insurance provided under Paragraph A.1. Business Liability in SECTION II – LIABILITY applies to "bodily injury" or "property damage" arising out of the use of any "non-owned auto" in your business by any person. B.For insurance provided by this endorsement only: 1.The exclusions under Paragraph B.1. Applicable To Business Liability Coverage in SECTION II – LIABILITY, other than Exclusions a., b., d., f. and i. and the Nuclear Energy Liability Exclu- sion, are deleted and replaced by the following: a."Bodily injury" to: (1)An "employee" of the insured arising out of and in the course of: (a)Employment by the insured; or (b)Performing duties related to the conduct of the insured's business; or (2)The spouse, child, parent, brother or sister of that "employee" as a conse- quence of Paragraph (1) 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 injury. This exclusion does not apply to: (1)Liability assumed by the insured under an "insured contract"; or (2)"Bodily injury" arising out of and in the course of domestic employment by the insured unless benefits for such injury are in whole or in part either payable or required to be provided under any work- ers' compensation law. b."Property damage" to: (1)Property owned or being transported by, or rented or loaned to the insured; or (2)Property in the care, custody or control of the insured. c.This insurance does not apply to sums that any person is legally entitled to recover as damages from the owner or operator of an uninsured or underinsured motor vehicle because of injuries caused by an “accident” and arising out of the ownership, mainte- nance or use of such motor vehicle, unless this policy is specifically endorsed to provide uninsured or underinsured motorists cover- age when required by the law in the state where the motor vehicle is licensed or principally garaged. Whether a motor vehicle is an uninsured or underinsured motor vehicle is determined by the law of the state where the vehicle is licensed or principally garaged. Included PMB0002047 2,000,000 2,000,000 Included Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E PPB 321 01 22 Page 2 of 2 2.Paragraph C. Who Is An Insured in SECTION II – LIABILITY is replaced for the purposes of this endorsement by the following: 1.Each of the following is considered an insured to the extent that it is: a.You; b.Any other person using a "hired auto" with your permission; c.For a "non-owned auto": (1)Any partner or "executive officer" of yours; or (2)Any "employee" of yours; but only while such "non-owned auto" is being used in your business; and d.Any other person or organization, but only for their liability because of acts or omissions of an insured under a., b. or c. above. However, none of the following is an insured: a.Any person engaged in the business of his or her employer for "bodily injury" to any co-"employee" of such person in- jured in the course of employment, or to the spouse, child, parent, brother or sis- ter of that co-"employee" as a conse- quence of such "bodily injury", or for any obligation to share damages with or re- pay someone else who must pay dam- ages because of the injury; b.Any partner or "executive officer" for any "auto" owned by such partner or officer or a member of his or her household; c.Any person while employed in or other- wise engaged in duties in connection with an "auto business", other than an "auto business" you operate; d.The owner or lessee (of whom you are a sublessee) of a "hired auto" or the owner of a "non-owned auto" or any agent or "employee" of any such owner or lessee; or e.Any person or organization for the con- duct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. C. Limit of Insurance The Limit of Insurance under this endorsement is shown in the schedule above. The Limit of Insurance will apply separately to each “occurrence” resulting from Hired Auto Liability or Non-owned Auto Liability. For Hired Auto Liability and Non-owned Auto Liability covered by this endorsement, the Limit of Insurance is the most we will pay for the total of all damages resulting from any one “occurrence” regardless of the number of: a.Insureds; b.“Autos”; c.Claims that are made or “suits” that are brought; or d.Persons or organizations making claims or bringing “suit”. D.The following additional definitions apply: 1."Auto business" means the business or occu- pation of selling, repairing, servicing, storing or parking "autos". 2."Hired auto" means any "auto" you lease, hire, rent or borrow. This does not include any "auto" you lease, hire, rent or borrow from any of your "employees", your partners or your "executive officers" or members of their households. 3."Non-owned auto" means any "auto" you do not own, lease, hire, rent or borrow which is used in connection with your business. This includes "autos" owned by your "employees", your part- ners or your "executive officers", or members of their households, but only while used in your business or your personal affairs. 4.“Accident” includes continuous or repeated exposure to the same conditions resulting in “bodily injury” or “property damage”. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E EIG599023100 RSM Design Docusign Envelope ID: 8E86D024-5854-45EE-A168-4AB93A9E76A5Docusign Envelope ID: 3EEECF11-9B46-41AF-863E-3E97FD8BC03E