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Home My WebLink AboutEMC Planning Group 1.+ AMENDMENT CONSULTING SERVICES AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND EMC PLANNING GROUP, INC. This AMENDMENT is made and entered into effective June 12, 2017, as an amendment to the Consulting Services Agreement between the Town of Los Altos Hills ('Town)and EMC Planning Group, Inc. ("Consultant"). The Agreement is amended as follows,with additions indicated in double underline and deletions in stakeeut. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to Town the services described in the Scope of Work attached as Exhibit A, and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on December 31, 2015 on June 30 2018 or 30 da s following a final decision by the City Council on the subdivision aoolication.whichever is later,and Consultant shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the Town's right to terminate the Agreement, as referenced in Section 8. The Parties have executed this Amendment as of the Effective Date. TOWN OF LOS ALTOS HILLS CONSULTANT Carl Cahill, City Manager erl Wissler Adam, EM Planning Group, Inc. Consulting Services Agreement between Town of Los Altos Hills and EMC Planning Group, Inc. 1 Mir CONSULTING SERVICES AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND EMC PLANNING GROUP, INC. THIS AGREEMENT for consulting services is made by and between the Town of Los Altos Hills ("Town")and EMC Planning Group, Inc. ("Consultant") (together referred to as the"Parties") as of March 1, 2015(the"Effective Date"). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to Town the services described in the Scope of Work attached as Exhibit A, and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on December 31, 2015, and Consultant shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the Town's right to terminate the Agreement, as referenced in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement according to the standards observed by a competent practitioner of the profession in which Consultant is engaged. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that Town, in its sole discretion, at any time during the term of this Agreement,desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from Town of such desire of Town, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. 1720 of soq. Section 2. COMPENSATION. Town hereby agrees to pay Consultant a sum not to exceed $81,625.00, notwithstanding any contrary indications that may be contained in Consultant's proposal,for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict Consulting Services Agreement between Town of Los Altos Hills and EMC Planning, Inc. Page 1 of 13 N between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. Town shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from Town to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to Town in the manner specified herein. Except as specifically authorized by Town in writing, Consultant shall not bill Town for duplicate services performed by more than one person. Consultant and Town acknowledge and agree that compensation paid by Town to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. Town therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; • The beginning and ending dates of the billing period; • A Task Summary containing the original contract amount,the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; • At Town's option,for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; • The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder; • The Consultant's signature; 2.2 Monthly Payment. Town shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. Town shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. Town shall pay the last 10% of the total sum due pursuant to this Agreement within 60 days after completion of the services and submittal to Town of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. Town shall pay for the services to be rendered by Consultant pursuant to this Agreement. Town shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. Consulting Services Agreement between Town of Los Altos Hills and EMC Planning, Inc. Page 2 of 13 thr tel Town shall make no payment for any extra,further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit A. that Shan om,.oxseedod - - - -- - -- - - - - 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the Town or Consultant terminates this Agreement pursuant to Section 8, the Town shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. Town shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. Town shall furnish physical facilities such as desks,filing cabinets, and conference space, as may be reasonably necessary for Consultants use while consulting with Town employees and reviewing records and the information in possession of the Town. The location,quantity, and time of furnishing those facilities shall be in the sole discretion of Town. In no event shall Town be obligated to fumish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives,employees, and subcontractors. Consistent with the following provisions, Consultant shall Consulting Services Agreement between Town of Los Altos Hills and EMC Planning, Inc. Page 3 of 13 V provide proof satisfactory to Town of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work to the Town. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence that such insurance is in effect to Town. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided,or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the Town and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition)covering comprehensive General Liability on an "occurrence" basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition), Code 1 (any auto). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: Consulting Services Agreement between Town of Los Altos Hills and EMC Planning, Inc. Page 4 of 13 it a. The Insurance shall cover on an occurrence or an occurrence basis, and not on a claims-made basis. b. Town, its officers, officials,employees, and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultant; or automobiles owned, leased, hired,or borrowed by the Consultant c. For any claims related to this Agreement or the work hereunder,the Consultant's insurance covered shall be primary insurance as respects the Town, its officers,officials, employees, and volunteers. Any insurance or self-insurance maintained by the Town, its officers,officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. d. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the Town. 4.3 Professional Liability Insurance. 4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $1,000,000 covering the licensed professionals'errors and omissions. Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must purchase an extended period coverage for a minimum of five years after completion of work under this Agreement. Consulting Services Agreement between Town of Los Altos Hills and EMC Planning, Inc. Page 5 of 13 itr d. A copy of the claim reporting requirements must be submitted to the Town for review prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests'rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish Town with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the Town does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant's obligation to provide them. The Town reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the written approval of Town for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the Town,either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Town, its officers, employees, and volunteers; or the Consultant shall provide a financial guarantee satisfactory to the Town guaranteeing payment of losses and related investigations, claim administration and defense expenses. 4.4.4 Wasting Policies. No policy required by this Section 4 shall include a"wasting" policy limit(i.e. limit that is eroded by the cost of defense). 4.4.5 Waiver of Subrogation. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation. The Workers'Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the consultant, its employees, agents, and subcontractors. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.5 Remedies. In addition to any other remedies Town may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time Consulting Services Agreement between Town of Los Altos Hills and EMC Planning, Inc. Page 6 of 13 0 herein required, Town may, at its sole option exercise any of the following remedies,which are alternatives to other remedies Town may have and are not the exclusive remedy for Consultants breach: • Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; • Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder,or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or • Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify,defend with counsel acceptable to Town, and hold harmless Town and its officers, officials,employees, agents and volunteers from and against any and all liability, loss,damage, claims, expenses, and costs (including without limitation, attorney's fees and costs and fees of litigation) (collectively, "Liability") of every nature arising out of or in connection with Consultants performance of the Services or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of Town. The Consultant's obligation to defend and indemnify shall not be excused because of the Consultant's inability to evaluate Liability or because the Consultant evaluates Liability and determines that the Consultant is not liable to the claimant. The Consultant must respond within 30 days, to the tender of any claim for defense and indemnity by the Town, unless this time has been extended by the Town. If the Consultant fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the Consultant under and by virtue of this Agreement as shall reasonably be considered necessary by the Town, may be retained by the Town until disposition has been made of the claim or suit for damages,or until the Consultant accepts or rejects the tender of defense, whichever occurs first. With respect to third party claims against the Consultant, the Consultant waives any and all rights of any type to express or implied indemnity against the Indemnitees. Notwithstanding the forgoing, to the extent this Agreement is a"construction contract"as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of consultant to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. In the event that Consultant or any employee, agent,or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS)to be eligible for enrollment in PERS as an employee of Town, Consultant shall indemnify,defend, and hold harmless Town for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents,or subcontractors, as well as for the payment of any penalties and interest on such contributions,which would otherwise be the responsibility of Town. Consulting Services Agreement between Town of Los Altos Hills and EMC Planning, Inc. Page 7 of 13 for Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of Town. Town shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however,otherwise Town shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other Town, state,or federal policy, rule, regulation, law,or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit,or any incident of employment by Town, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of Town and entitlement to any contribution to be paid by Town for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant Not an Agent. Except as Town may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of Town in any capacity whatsoever as an agent. Consultant shall have no authority,express or implied, pursuant to this Agreement to bind Town to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which Town is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to Town that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to Town that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from Town. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or Consulting Services Agreement between Town of Los Altos Hills and EMC Planning, Inc. Page 8 of 13 V 1110 disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment,subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. Town may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty(30)days' written notice to Town and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination;Town, however, may condition payment of such compensation upon Consultant delivering to Town any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the Town in connection with this Agreement. 8.2 Extension. Town may, in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if Town grants such an extension, Town shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator,Town shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. Town and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence,experience, and specialized personal knowledge. Moreover, a substantial inducement to Town for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the Consulting Services Agreement between Town of Los Altos Hills and EMC Planning, Inc. Page 9 of 13 60 performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between Town and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement,Town's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications,drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files,or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the Town. Consultant hereby agrees to deliver those documents to the Town upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the Town and are not necessarily suitable for any future or other use. Town and Consultant agree that, until final approval by Town, all data, plans,specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the Town under this Agreement for a minimum of 3 years,or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the Town. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds$10,000.00,the Agreement shall be Consulting Services Agreement between Town of Los Altos Hills and EMC Planning, Inc. Page 10 of 13 foe subject to the examination and audit of the State Auditor, at the request of Town or as part of any audit of the Town,for a period of 3 years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Santa Clara or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of Town or whose business, regardless of location, would place Consultant in a"conflict of interest,"as that term is defined in the Political Reform Act, codified at California Govemment Code Section 81000 et seq. Consultant shall not employ any Town official in the work performed pursuant to this Agreement. No officer or employee of Town shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the Town. If Consultant was an employee, agent, appointee, or official of the Town in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consulting Services Agreement between Town of Los Altos Hills and EMC Planning, Inc. Page 11 of 13 tie %10 Consultant understands that, if this Agreement is made in violation of Government Code§ 1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the Town for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable,will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting,focus group,or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Debbie Pedro ("Contract Administrator'). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: EMC Planning Group, Inc. 301 Lighthouse Avenue, Suite C Monterey, CA 93940 Any written notice to Town shall be sent to: Suzanne Avila, Planning Director Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report,first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A represents the entire and integrated agreement between Town and Consultant and supersedes all prior negotiations, representations, or agreements,either written or oral. Exhibit A Scope of Services Consulting Services Agreement between Town of Los Altos Hills and EMC Planning, Inc. Page 12 of 13 se 140 10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. The Parties have executed this Agreement as of the Effective Date. TOWN OF LOS ALTOS HILLS CONSULTANT 111\ Cad Cahill.ity Manager MC Planning Gro 4, Inc. Consulting Services Agreement between Town of Los Altos Hills and EMC Planning, Inc. Page 13 of 13 4.0 STIRLING SUBDIVISION PROJECT EIR Proposal PREPARED FOR City of Los Altos Hills Cynthia Richardson, Contract Planner 26379 Fremont Road Tel 650.941.7222 PREPARED BY EMC Planning Group Inc. 301 Lighthouse Avenue, Suite C Monterey, CA 93940 Tel 831.649.1799 Fax 831.649.8399 Ron Sissem sissem@emcplanning.com www.emcplanning.com February 6, 2015 This document was produced on recycled paper. V TABLE OF CONTENTS 1.0 INTRODUCTION 1-1 1.1 Background 1-1 1.2 Key Issues for Analysis 1-1 1.3 CEQA Process Approach 1-3 1.4 Technical Reports 1-4 1.5 Project Staffing 1-4 2.0 EIR SCOPE OF WORK 2-1 2.1 Initiation, Administration, Management, Consultation 2-1 2.2 Research and Development 2-1 2.3 Notice of Preparation 2-2 2.4 Administrative Draft EIR 2-3 2.5 Draft EIR 2-4 2.6 Response to Comments and Administrative Final EIR 2-4 2.7 Final EIR and Mitigation Monitoring Program 2-5 2.8 Public Hearings and Other Meetings 2-5 Appendices Appendix A William Self Associates — Cultural Resources Assessment Scope of Work FMC PLANNING GROUP INC. V 1 .0 INTRODUCTION 1 . 1 BACKGROUND EMC Planning Group recently submitted a proposal to the Town of Los Altos Hills ("Town") for California Environmental Quality Act(CEQA)planning services for the Stirling project. The project is a nine-lot subdivision located off of Natoma Road for which a Tentative Map application has been submitted. The approximately 18-acre project site is identified as APN 182- 10-057. The prior proposal, dated January 27, 2015, included a scope of work and budget to prepare an initial study and a mitigated negative declaration. Town staff has subsequently requested that EMC Planning Group prepare a proposal that includes scope of work and budget for an environmental impact report (EIR) rather than a mitigated negative declaration. This proposal has been submitted in response to Town staff's request. 1 .2 KEY ISSUES FOR ANALYSIS The prior mitigated negative declaration proposal included a description of key environmental issues for the proposed project. These are replicated here to provide context for the EIR scope of work which follows in Section 2.0. Biological Resources Based on communications with Town staff and on review of comments from the Open Space Committee (OSC) and Environmental Design and Protection Committee (EDPC) submitted to date, a number of committee members, as well as individual adjacent property owners, perceive that the project will have adverse effects on the quality of the site as wildlife habitat and as a EMC PLANNING GROUP INC. 1-1 L+ ri 1.0 INTRODUCTION wildlife movement corridor. These are considered to be the key local issues of concern. These concerns have prompted recommendations for project design modifications that the committees foresee as mitigating/maintaining post-project wildlife habitat/movement conditions. The Live Oak Associates' report Analysis and Recommendation Regarding Wildlife Movement, submitted by the applicant, investigates this issue. Factually establishing the baseline value of the site as wildlife habitat and movement corridor based on accepted habitat assessment principles will be a key issue for the CEQA analysis. To the extent feasible, it may also be important for the Town to convey this information to the OSC and CDPC members and other interested parties/residents early in the CEQA process so that their perceptions about the existing biological resources quality of the site can be clarified as needed. This in turn may influence their perceptions of the effectiveness/function of project design modifications the committees have suggested to date. Baseline wildlife habitat conditions will be evaluated by EMC Planning Group's wildlife biologist. Establishing the wildlife habitat value baseline will be fundamental to determining the significance of project effects based on standards of significance. The Town uses CEQA Guidelines Appendix G as its CEQA standards of significance. Clearly communicating wildlife habitat impact conclusions in the context of those standards will be critical. This will enable interested committees and residents to understand the factual linkages between existing wildlife habitat values,potential project impacts,and project design modifications recommended by Live Oak Associates and/or EMC Planning Group biologists, if needed, to reduce significant impacts if such are identified. Design modification recommendations of the committees would also be considered to the extent mitigation measures are required. Loss of heritage oak trees, in particular an oak grove located on proposed lots 1 and 2, has also been identified by the committees as an issue of concern. This issue will be evaluated through review of the applicant's arborist report by an EMC Planning Group certified arborist. To ensure that the biological resources issues for the project are thoroughly addressed, EMC Planning Group's arborist/plant biologist and wildlife biologist will conduct a site reconnaissance survey and complete a peer review of the existing tree and wildlife movement reports. Additionally, waterways and riparian habitat conditions will be reviewed, including at the location where a pedestrian bridge over Matadero Creek is proposed. The following tasks will be completed as part of this process: • Identify special-status biological resources known to occur in the project vicinity.Data will be obtained from the California Department of Fish and Wildlife, California Native Plant Society,U.S.Fish and Wildlife Service,aerial photographs, soil maps, etc.; • Conduct a reconnaissance-level field survey of the project site in to: 1) confirm principal plant communities/wildlife habitats, and 2) assess the potential for special-status species, 1-2 EMC PLANNING GROUP INC. V V • STIRLING EIR PROPOSAL sensitive habitats, wildlife movement corridors, potentially jurisdictional wetlands/waterways, regulated trees/woodlands, and other significant biological resources to occur; • Complete peer reviews and summary letters for the arborist report prepared by HortScience(November 2014) and the wildlife habitat and movement analysis letter report prepared by Live Oak Associates(November 2014); • Prepare a habitat map and site photographs to illustrate the existing biological resource conditions; and • Analyze potential impacts and propose mitigation measures, where necessary. Mitigation options, including OSC and/or EDPC recommendations,will be considered as necessary. Geotechnical Hazards As noted previously, through the geologic hazards investigation prepared by Romig Engineers and subsequently peer reviewed by Cotton Shires and Associates, the project site contains geologic constraints. The CEQA documentation would include clear documentation of the constraints and identify how the project design has been modified and/or hazard remediation actions implemented to ensure that related impacts are reduced to less than significant. Other Issues Due to the nature of the proposed project and its setting,potential impacts related to a number of applicable environmental topics are expected to be less than significant. These topics include: aesthetics, air quality, climate change, cultural resources, hazards and hazardous materials, hydrology and water quality, land use and planning, mineral resources, noise, public services, and transportation. The analysis of these issues will be based on existing information. However, as indicated by Town staff, the Town will retain a consultant to review the applicant's storm water management plan for compliance with C.3 information and with stormwater control plan requirements. It is assumed that this information will be available for use in analysis of hydrology effects. 1 .3 CEQA PROCESS APPROACH Based on the characteristics of the project, the existing environmental setting, existing background information, and project specific analyses conducted to date, it is assumed that significant impacts of the proposed project would likely be limited to biological resources and EMC PLANNING GROUP INC. 1-3 1.0 INTRODUCTION possibly geology and soils as described above in Section 1.2, Key Issues for Analysis. Therefore, it is expected that detailed analysis of these issues would be required. Nevertheless, other potentially significant effects could be identified during preparation of the EIR. It is assumed that all project effects related to all other topics would be less than significant. Analysis and discussion of these issues would be limited as specified in CEQA Guidelines section 15128, Effects Not Found to be Significant. The less-than-significant impacts would be discussed in a separate section of the EIR. I .4 TECHNICAL REPORTS The EMC Planning Group peer reviews of the applicant's arborist and wildlife movement reports would be the only two technical reports prepared as part of this scope of work. As discussed with Town staff, an optional task has been included in this scope to conduct an archaeological resources reconnaissance and prepare a cultural resources report. This task can be executed upon the Town's request. William Self Associates would conduct the analysis as described in its scope of work and budget included in Appendix A. Since the existing house on the project site would be retained, no need for a historic resources assessment is deemed necessary. No other technical report needs have been identified to date. 1 .5 PROJECT STAFFING EMC Planning Group Teri Wissler Adam, senior principal, would be the principal-in-charge. Gina Hamilton, senior planner, would be the project manager and primary author of the EIR. Andrea Edwards and Stefanie Krantz would be the project biologists.Andrea is a certified arborist and plant biologist. Stefanie specializes in wildlife biology. Subconsultants As noted above, an optional task to retain William Self Associates to prepare a cultural resources report has been included in this scope of work. This task can be included at the Town's request. William Self Associates' scope of work and budget is included in Appendix A. 1-4 EMC PLANNING GROUP INC. 2.0 EIR SCOPE OF WORK The following scope of work is based on EMC Planning Group's current understanding of the County's needs for the proposed project. The scope of work can be readily refined as needed to ensure that the County's needs are fully addressed. The following detailed scope of work outlines the tasks and not-to-exceed costs proposed to assist the Town with CEQA compliance for the proposed project. The tasks identified below will be completed as part of the process to prepare the environmental document. 2. 1 INITIATION, ADMINISTRATION, MANAGEMENT, CONSULTATION • Prepare project files and general project administration. • Manage the CEQA process for the Town. • Provide CEQA consultation to the Town. 2.2 RESEARCH AND DEVELOPMENT • Attend kick-off meeting with Town staff to discuss key issues and analysis approach; any anticipated public controversy regarding the project (if any); project schedule; project budget; etc. • Consult with other agencies as needed. EMC PLANNING GROUP INC. 2-1 V J 2.0 EIR SCOPE OF WORK • Conduct a site investigation to document existing conditions on the project site and in the project area. • Prepare a project description suitable for use in the CEQA process for review and approval by Town staff. • Conduct a habitat assessment and peer review existing biological resource documents for the EIR. • Review the Town of Los Altos Hills General Plan and any additional studies that may include the project area including cultural resources investigations, traffic studies, noise evaluations, etc. 2.3 NOTICE OF PREPARATION • Prepare an electronic draft Notice of Preparation(NOP)for review and comment by Town staff. • Incorporate Town staff comments,submitted in one to prepare a final NOP. Deliverables • One(1)hard copy and one(1)electronic copy of the draft NOP • One(1)hard copy and 30 CDs of the final NOP Assumptions • Town staff will prepare all CEQA noticing materials except the NOP. Town staff will distribute all CEQA noticing materials including the NOP. Town staff will be responsible for publishing all notices in the newspaper and posting all notices as required. • Neither the applicant nor the applicant's attorney will comment on the NOP. • One, integrated set of comprehensive, Town-approved comments will be prepared for the draft NOP that identifies specific questions and/or revisions required. 2-2 EMC PLANNING GROUP INC. STIRLING EIR PROPOSAL 2.4 ADMINISTRATIVE DRAFT EIR • Review all responses to the NOP to ensure that all relevant concerns raised are addressed in the administrative draft EIR. Responses to all relevant concerns will be included in the EIR. • Correspond with Town staff, as well as responsible, trustee, and other affected agencies to ensure that all potentially significant issues are addressed in the administrative draft EIR. The intent of this coordination is to ensure that responsible, trustee, and affected agencies have the opportunity for input prior to the preparation of the administrative draft EIR. • Prepare the administrative draft EIR. The EIR will include the following major sections: • Executive summary; • Introduction; • Project description; • Environmental setting, project analysis, and impacts and mitigation measures for each of the environmental topic areas to be evaluated in the EIR; • Discussion of growth inducement, cumulative impacts, and irreversible changes in the environment resulting from project implementation; • Evaluation of up two (2) alternatives to the proposed project(including a No Project alternative); • Identification of the EIR preparers,persons contacted, and references consulted; and • Technical appendices. • Print and deliver the administrative draft EIR to Town staff for review and comment. Deliverables • Five(5)hard copies and one(1)electronic copy of the administrative draft EIR Assumptions • Applicant/applicant's attorney may provide comments on the administrative draft EIR that would be limited to errors, omissions, and substantive content comments. Comments to be screened by Town staff to determine which are valid and warrant modifications to the EIR. EMC PLANNING GROUP INC. 2-3 41110 Q 2.0 EIR SCOPE OF WORK • One, integrated set of comprehensive, Town-approved comments will be prepared that identifies specific questions and/or revisions required to prepare the draft EIR. • It is assumed that significant impacts will be identified for no more than three topic areas such that detailed evaluation of no more than three environmental topics will be required pursuant to CEQA Guidelines section 15126.2. If detailed analysis of more than three topics is required,a contract amendment may be requested. 2.5 DRAFT EIR • Revise administrative draft EIR to incorporate Town staff comments. • Produce draft EIR. If needed, the appendices will be included on the back, inside cover in CD format rather than in hardcopy. Deliverables • Twenty-five(25)hard copies and twenty-five(25)CDs of the draft EIR Assumptions • Town is responsible for all related document noticing and distribution. • Given the likely limited scope of significant effects, a proof draft EIR task is not included in this scope of work. 2.6 RESPONSE TO COMMENTS AND ADMINISTRATIVE FINAL EIR • Obtain and evaluate comments received during the public review period. • Prepare administrative final EIR as a separate document (from the draft EIR) including a revised summary section, a list of all agencies and individuals commenting on the draft EIR, comments received during the public review period for the draft EIR, responses to those comments, changes to the draft EIR, and a mitigation monitoring program. • Print and deliver to Town staff for review and comment. 2-4 EMC PLANNING GROUP INC. �+ V STIRLING EIR PROPOSAL Deliverables • Five(5)hard copies and one(1)electronic copy of the draft response to comments Assumptions • Associated budget assumes no more than ten (10) comment letters are received and that the level of effort to respond is capped at that shown in the project budget • Associated budget assumes no new analysis is required to address comments. • Neither the applicant nor the applicant's attorney will provide comments on responses to comments. 2.7 FINAL EIR AND MITIGATION MONITORING PROGRAM • Revise administrative final EIR and mitigation monitoring program to incorporate Town staff comments. Deliverables • Twenty-five (25) hard copies and twenty-five (25) CDs of the final EIR and mitigation monitoring program Assumptions • Town is responsible for all related document noticing and distribution. 2.8 PUBLIC HEARINGS AND OTHER MEETINGS • As requested by Town staff, EMC Planning Group will attend up to four (4) public hearings for certification of the final EIR and approval of the project. EMC Planning Group will be available to support Town staff during the public hearings. Preparation of presentation materials is not included in this scope of work. • As requested by Town staff, EMC Planning Group will attend three additional meetings, one of which is assumed to be a kick-off meeting with the other two assumed to be "floating" meetings to be used at the discretion of Town staff. EMC PLANNING GROUP INC. 2-5 V J 2.0 EIR SCOPE OF WORK This side intentionally left blank. 2-6 EMC PLANNING GROUP INC. (10 ho © seel9 — / Q2QR ; a C®~©~© § _ -. .---- . _ ! ; _ 1 , , = ;, 10 : : : . am 90 .. § §!!: } ad / • ~� ` 4, siajoomovanamana r \ a r a, : . w. _ . . _ ;( , 10 , = , CO(00 N 4 !a } -CMME . _ , 1 . ; = ;r ; } 9 §ls ® ` c co - !§ f lilt?) b> ! , / _{ { - ! , ) � ` ` 1- _ !t •! | k a . 43 § | { § \ ! )« | |t !- 2 . ! ) 0 ) - _ a. 5772 . ;{a{! 44 | , _ ! 45 Fec a. ). ! ! , !« ! . lel;-- ! ! ! ! ) ` _ = ww2 « C8 \ \ , k ! !: ! !! § ! ! ,:lm !! | ! _ co V APPENDIX A WILLIAM SELF ASSOCIATES CULTURAL RESOURCES SCOPE OF WORK WSA CULTURAL RESOURCES CEQA SERVICES SCOPE OF WORK Stirling Subdivision,288030 Natoma Rd.,Town of Los Altos Hills,CA The Town of Los Altos Hills is proposing to develop nine single-family lots on an 18-acre parcel within the town's Open Space Conservation area. The proposed project parcel is roughly bounded by South Fork Lane on the north, Simon Lane on the east, and Matadero Creek on the south and west. On behalf of EMC Planning Group, WSA proposes to complete the following tasks in order to prepare a technical report in support of the project's initial study. Archival Research and Records Search WSA will consult with the California Historical Resources Information System (CHRIS), Northwest Information Center at Sonoma State University (NWIC) to conduct a record search of the project area. The records search will identify known cultural resource sites and previous surveys in or near the project area and a minimum one-quarter mile radius adjacent thereto. All previous cultural resource surveys, known historic or prehistoric sites, and listed or eligible National Register of Historic Places or California Register of Historical Resources properties within the area of the record search will be identified. Copies of applicable site records and survey reports will be made as necessary, and site locations will be plotted on the USGS topo quad. State and local historic site inventories will also be reviewed to identify the presence of any listed sites in the project area or the vicinity. Typical response time for the NWIC is five-to-six weeks. For a 50% surcharge,the NWIC offers a Rapid Response service in which the results will be provided within two-to-three weeks. For budgetary purposes this scope and the attached cost estimate are based on the NWIC's regular response service. If scheduling is an issue and the Rapid Response service is preferred, please advise and WSA will revise the scope and cost accordingly. Native American Consultation WSA will contact the Native American Heritage Commission (NAHC) in Sacramento by letter with a description of the proposed project and a request to review their Sacred Lands file for information on traditional or cultural lands within the project area. The NAHC will also be requested to provide a current listing of local, interested Native American representatives. WSA will contact the individuals or tribal members on the contact list via certified letter and will provide a description of the project and a project area map. Input and comment will be solicited regarding individual knowledge about sacred sites or traditional lands within the project area. If responses to the letter solicitations are not provided within two weeks of their delivery, WSA will place a maximum of two follow-up phone calls to each non- respondent. A table indicating the results of contact and received comments will be prepared and inserted into the Cultural Resources Assessment Report (CRAR) that WSA will prepare for submission to EMC Planning Group. William Self Associates,Inc. 1 L IV WSA Archaeological Survey In accordance with CEQA Sections 15064.5 and 15126.4, unless recently surveyed by a qualified archaeologist (as evidenced by a competent report on file at the NWIC), a WSA staff archaeologist under the direction of a qualified WSA Project Director meeting federal criteria under 36 CFR 61 will conduct a pedestrian archaeological survey of the project area as a means of evaluating potential impacts to cultural resources. This is intended to be an intensive survey of the project area conducted to meet the requirements of CEQA. The survey will be conducted using transect intervals of 30 meters or less. Any newly discovered historic (over 45 years of age) or prehistoric archaeological sites will be recorded, as required,on appropriate Department of Parks and Recreation Primary Record (DPR 523) and associated forms. Any archaeological resources discovered will be evaluated for significance (CRHR eligibility) in accordance with the criteria in CEQA Section 15064.5. It is assumed for this proposal that no previously recorded or newly discovered archaeological sites will be identified during the records search or the pedestrian survey of the project area, and that preparation of archaeological site records (DPR-523 forms) will not be necessary. Should such resources be identified, they will be documented and assessed under a contract modification. No subsurface testing will be conducted as part of this scope of work. Cultural Resources Assessment Report WSA will prepare a Cultural Resources Assessment Report for submission to EMC Planning Group and the NWIC, as required. The report will include a description of the project area,a discussion of the results of the record and literature search,Native American consultation, and the results of the archaeological survey.Archaeological sites discovered during the survey, or known sites examined during the survey will be described and evaluated for significance, insofar as possible given field conditions. Recommendations as to whether the proposed project would cause an adverse effect to potentially significant sites will be provided and mitigation recommendations,if warranted,will be presented. William Self Associates,Inc. 2 {m� Allied APRIL 2T2015 Insurance 51265 •Natmnwide msorance•compzoy CARMEL INSURANCE AGENCY INC CARMEL CA 93921 Nationwide Mutual Insurance Company Pacific Coast Regional Office One Nationwide Gateway Dept 5628 Des Moines IA 50391-5628 TOWN OF LOS ALTOS HILL 26379 W FREMONT RD Recent!)LOS ALTOS HILLS, CA 940222624 MAY 2 8 2015 RE: EMC PLANNING GROUP, INC. 70WN OF10SALTOS MILLS ACP BA 7844920791 To whom it may concern, We are sending this letter to notify you that the policy above, which you have an interest in, has been canceled and re-written to policy number 3007177663. J TIANA WALKER CPC Ext: Nationwide Mutual Insurance Company 923(02-12) AC ate® CERTI ATE OF LIABILITY INSURI CE D"TEIMMDD Y 4/28/2017 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 be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Monique Therms, CIC _ Carmel Insurance Agency PHONE N E%n' (831)624-1234 Npl. 1031)624-e605 we San Carlos 2 NW of 8th EMAIL ADDRESS:moniguet@carmelinsurance.com AGGRE P.O. Box 6117 INSURER(S)AFFORDING COVERAGE NAICB Carmel CA 93921-6117 INsuRERA:Colony Insurance Company INSUREDINSURER B:Nationwide Mutual —_ 23787 EMC Planning Group, Inc. INSURER c_ 301 Lighthouse Avenue INSURER 0: _.— Suite C INSURER E: Monterey CA 93940 INSURERF: COVERAGES CERTIFICATE NUMBER:GL Prof Auto REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSUREG.NAJMED ABOVE FOR THE POLICY PEB,OD INDICATED. NOTYMTHSTANDING 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. INST ADDL SUER POLICY EFF POLICY EXP LTR. TYPE OF INSURANCE IN4n AND POLICY NUMBER IMWDD(YYYYII 1MM/DOJYYYYI LIMITS I X I COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE f$ 1,000,000 DAMAGE TO RENTED 100,000 Srr A CLAIMS-MADE IXs OCCUR PREMISES(En occurrence, $ 9 Aggregate Limits Include PACER306986 5/1/2017 5/1/2018 MED EXP(Any One pvson) $ 5,000 Errors & Omissions PERSONAL SADV INJURY $ 1,000,000 GENT ENT AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $ 3,000,000 O XJ POLICY I_J JEPRCT LOC PRODUCTS P AGG $ 3,000,000 PER OC OTHER. DEDUCTIBLE PER OCURR $ 10,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 AISPendenn B I X ANY AUTO BODILY INJURY Per person) $ ALL OWNED SCHEDULED ACP3067177663 5/1/2017 ( 5/1/2018 BODILY INJURY(Per accident) S. AUTOS — NON-O AUSVMED I PROPERTY AGE $ HIRED AUTOS AUTOS Mo(Padcnlpayaccident Medkel payments $ 5,000 UMBRELLA UABI _ OCCUR EACH OCCURRENCE $ iE%CESS LIAR '..CLAIMS-MADE AGGREGATE S I DED I RETENTIONS S WORKERSCOMPENSATION PR PERTUTE ETH AND EMPLOYERS'LIABILITY YIN ANY PROPRIETORNARTNERIEXECUTIVE -'IE.L EACH ACCIDENT $ OOAF/CEA/MEMBER EXCLUDED' [— NIA (Mandatory In NH) E L DISEASE.EA EMPLOYEE 5 (Two.to:'rte,.nder ' DESCRIPTION OF OPERATIONS Lwow ''.E.L.DISEASE.POLICY LIMIT I$ A Errors 6 Omissions P CER306986 5/1/2017 5/1/2018 I EACH CLAIM $1,000,000 Retroactive Date 8/22/02 DEDUCTIBLE EACH CLAIM $10,000 DESCRIPTION OF OPERATIONS(LOCATIONS/VEHICLES (ACORD 101,AddINontl Remarks Schedule.may be attached Xmore apace is aqulredl RE: Stirling Subdivision Project EIR - Certificate Holder is Named Additional Insured under the General Liability per attached form EPACE101-0814, with Primary Wording per attached form EPACE107-0714, Waiver of Subrogation per attached form EPACE113-0714. Certificate Holder is Named Additional Insured under the Auto Liability per Attached Endorsement AC7005 0316 which includes Primary Wording and a Waiver of Subrogation. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Town of Los Altos Hills, its officers, THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN employees and volunteers ACCORDANCE WITH THE POLICY PROVISIONS. Debbie Pedro 26379 Fremont Road AUTHORIZEDREPRESENTATNE Los Altos Hills, CA 94022 �� M Little, CIC/MRT jj%r --✓ 7�_ SS 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD IN5025(201401) EMC PLANNING GROUP, INC. - POLICY#PACER306986 05/01/2017- 05/01/2018 This ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies Insurance provided under the following: EnvboPACE Insurance Policy SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s)Of Covered ane AU.PERSON(S)OR OROANIZATION(S)WHERE AU.LOCATIONS WHERE THIS THIS ENDORSEMENT IS REQUIRED BY ENDORSBdENT APPLIES CONTRACT A.Section )OL WHO IS AN INSURED, Coverage Patti and Part 2 is amended to include ae an additional insured the person(s) or organlmton(s) shown In the SCHEDULE above, but only with respect to Nabmy for bodily Injury. properly damage, personal end advertising Injury, environmental damage,or cleanup cods caused,In whole or in pelt,by: 1. Your acts oromissions;or 2. The acts or omissions of those acting on your behalf; In the performance of your ongoing operations for the additional insured(a) at the location(s) designated above, However; 1. The insurance afforded to such additional Insured only applies to the extent permitted by law;and 2. totheinsured not be required err If coverage provided additional insured Is contact oagmmnmd,the Insurance alb suchadditional are contact or agreement to provide for such addPfonsl insured. B. With respell to the insurance°faded to these additional insureds,the following additional exclusions • appy: This insurance does not apply to bodily injury or property damage occurring offer 1. All work, including materials, parts or equipment furnished In cormeotbn with such work. on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional Insured(s)at the location tithe covered operations Ms been completed;Or 2. That porion of your work out of which the Inlay or damage arises has been put to Its bended use by any person or organization other than another contractor or subcontractor engaged hi performing operations for a principal as a part of the same project. EPACE1o1-o614 Includes cepydghted material of Insurance Services Office,Inc., Page of 2 with itspennlsslon. V C. With respect to the Insurance afforded to these additional Insureds,the following Is added to section XXL LINKS OF LIABILITY AND DEDUCTIBLE: If coverage provided to the additional insured is required bye contract or agreement,the most we w6 pay on behalf of the additional Insured is the amount of Insurance: 1. Required by the contract or agreement;Or 2. Available under the applicable Limits of Liability shown In the Declarations; whichever Is less. This endorsement shall not Increase the applicable Limits of Liability shown hi the Declarations. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. • EPACE101-0614 Includes copyrighted material of Insurance Services Office,Inc., Page 2 of 2 with its permission. V `li EMC PLANNING GROUP, INC. - POLICY#PACER306986 05/01/2017 -05/01/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies Insurance provided under the following: EnviroPACE Insurance Policy SCHEDULE Persons)or Organisation(s): lib PERSON(S)TRACT OR ORGANIZATION(S)WHERE THIS ENDORSEMENT IS REQUIRED BY Section%XUL CONDITIONS, 14.Other Insurance Is amended by the addition of the following: This Insurance Is primary to and will not seek contribution train any other insurance available to the person(s)or organization(s)listed In the SCHEDULE above provided that 1. The person(s) or organization(s) listed in the SCHEDULE Is a Named Insured under such other Insurance;and 2. You have agreed in writing In a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the person(s) or organization(s) listed in the SCHEDULE. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. • EPACE107.0714 Includes copyrighted material of Insurance Services Office,Inc., Page 1 of 1 with Its permission. fri V EMC PLANNING GROUP, INC. -POLICY#PACER306986 05/01/2017-05/01/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF SUBROGATION FOR SPECIFIED PERSON, ENTITY OR ORGANIZATION This endorsement modifies)I insurance provided under the following: EnviroPACE Insurance Policy SCHEDULE Name Of Person(s),Entity(les)or Organization(s): AU.PERSON(S)OR ORGANIZATION(S)WHERE THIS ENDORSEMENT IS REQUIRED BY CONTRACT • Section 100U.CONDITIONS,17.Subrogation is amended by the addition of the fofowNg: In the event of any payments made pursuant to this Policy, we shall be subrogated to any Insured's rights of recovery against any person, entity or organization. The Insured shall execute and deliver Instruments and papers and do whatever Is necessary to secure and perfect such rights. No Insured shall do anything to prejudice such rights. My recovery obtained as a result of subrogation, after such expenses incurred In the subrogation proceedings are deducted by us,shall accrue first to the insured to the extent of any payments In excess of the Umt of Liability;then us to the extent of any payments made under this Policy, and then to the Insured to the extent of its Deductible. However, solely with respect to Coverage Part 1 or Coverage Part 2, If the insured has watered rights of recovery against the person(s), entity(es)or oganizaton(s)shown In the SCHEDULE above prior to a loss or claim, we waive any right to recovery we may have under the Policy against such person(s), entlyQes)or organization(s). ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EPACE113-0714 Page 1 of 1 • EMC PLANNING GROUP, INC. -ACP3067177663 05/01/2017 -05/01/2018 COMMERCIAL AUTO AC 70 05 0316 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO PROTECTION - GOLD This endorsementmodifles insurance provided under the following: BUSINESS AUTO COVERAGE FORM SUMMARY OF COVERAGES A. Effect of This Endorsement B. Newly Acquired or Formed Entities C. Employees as insureds—Nonowned Autos D. Additional Insured by Contract,Permit or Agreement E. Supplementary Payments—Bali Bonds F. Supplementary Payments—Loss of Earnings G. Personal Effects and Property of Others Extension H. Prejudgment interest Coverage I. Fellow Employee—Officer,Managers and Supervisors J. Hired Auto Physical Damage K. Temporary Substitute Autos—Physical Damage Coverage L. Expanded Towing Coverage M. Auto Loan or Lease Coverage N. Original Equipment Manufacturer Parts—Leased Private Passenger Types O. Deductible Amendments P. Rental Reimbursement Coverage O. Expanded Transportation Expense R. Extra Expense—Stolen Autos S. Physical Damage Limit of Insurance T. New Vehicle Replacement Cost • U. Physical Damage Coverage Extension V. Transfer of Rights of Recovery Against Others To Us W. Section IV—Business Auto Conditions—Notice of and Knowledge of Occurrence • X. Hired Car Coverage Territory Y. Emergency Lock Out Z Cancellation Condition AC 70 05 0316 Includes copydghted material of Insurance Services Office, Inc. Page 1 of 7 with its permission ACP aA 006-1111000 LNO 17008 INSURED COPY AC7005011600 0001 47 0023115 'r COMMERCIAL AUTO AC 70 05 03 16 A. EFFECT OF THIS ENDORSEMENT If specifically required by the written contract or modified any referenced in the paragraph above, Coverage provided under this policy Is mod o by the provisions of this endorsement. if there any addeonalrage provided sbhall this endorsement d Is any conflict between the provisions of this an additional insured ehaA be primary and endorsement and the provision(s)of any state- any other valid and collectible Insurance avail- specific endorsement also attached to this poll- able to the additional insured shall be non- cy, then the provision(s) of the state-specific contributory with this insurance. If the written endorsement shall apply Instead of the provl- contract does not require this coverager to be sions of this endorsement that are in conflict, primary and the additional Insureds coverage to but only to the extent of the conflict,and only to be non-over any then this insurance will be Ne extent necessary to bring such provisions excess over any other valid and collectible insur- Into conformance with the state requirement(s) ante available to the addltlonal insured. contained in the provision(s)of the state-specific endorsement. E. SUPPLEMENTARY PAYMENTS — BAIL B. NEWLY ACQUIRED OR FORMED ENTITIES BONDS The Named Insured shown in the Declarations is Supplementary Payments of SECTION II — amended to Include any organization you newly COVERED AUTOS UABILITY COVERAGE is acquire or form, other than a partnership,joint revised as follows: venture, or limited liability company, and over (2) Up to$2,500 for cost of ball bonds(including which you maintain ownership or majority(more bonds for related traffic law violations) than 50%)interest if there is no other similar In- required because of an'accident'we cover. surance available to that organization.Coverage We do not have to furnish these bonds. under this provision Is afforded until the 180" F. SUPPLEMENTARY PAYMENTS — LOSS OF day atter you acquire or form the organization or EARNINGS the end of the policy period,whichever is later. Supplementary Payments of the SECTION II — C. EMPLOYEES AS INSUREDS — NONOWNED COVERED AUTOS LIABILITY COVERAGE is AUTOS revised as follows: The following Is added to paragraph A.1.Who Is (4) All reasonable expenses Incurred by the"in- An Insured of SECTION II—COVERED AUTOS sured" at our request Including actual loss LIABILITY COVERAGE: of earnings up to $500 a day because of d. Any 'employee' of yours Is an 'Insured time off from work while using a covered"auto you dont own, G. PERSONAL EFFECTS AND PROPERTY OF hire or borrow In your business or your per- OTHERS EXTENSION sonai affairs. D. ADDITIONAL INSURED BY CONTRACT, 1. The. Care, Custody or Control Exclusion of PERMITDITIOR INSURED SECTION II — COVERED AUTOS LIABILITY COVERAGE, does not apply to The following Is added to A.1. Who Is An In- "property damage" to property, other than sured of SECTION II — COVERED AUTOS your property,up to an amount not exceed- LIABILITY COVERAGE: hg$250 in any one'accident". Coverage My person or organization that you are re- is excess over any other valid and collectible quired to name as an additional insured In a Insurance. written contract or agreement that is executed 2. The following paragraph is added to A.4. or signed by you prior to a "bodily injury" or Coverage Extensions of SECTION III — 'property damage" occurrence is an "Insured' PHYSICAL DAMAGE COVERAGE: for Covered Auto Liability coverage. How- c. We will pay up to$500 for your property ever, with respect to covered "autos", such a person or organization Is an Insured only to that ist lostl or damaged as a resultof de- the extent that person or organization qualifies ductcovered 'loss', withoutgeIs applying overany as an 'Insured"under A.1.Who is an Insured of other velle. Coverage collectible excess iany SECTION II — COVERED AUTOS LIABILITY otherveAd and insurance. COVERAGE: Page 2 of 7 Includes copyrighted material of Insurance Services Office, Inc. AC 70 05 0316 with its permission ACP BA 304.71776a1 L7V4 17096 INSURED COPY AC7009091809 0001 47 0013118 4W V COMMERCIAL AUTO AC 70050316 H. PREJUDGMENT INTEREST COVERAGE substitute for a covered'auto"you own that The following paragraph Is added to SECTION II Is out of service because of Its: — COVERED AUTOS LIABILITY COVERAGE, a. Breakdown; 2. Coverage Extensions, a Supplementary b. Rep* Payment c. Servicing; (7) Prejudgment Interest awarded against the d. "Lose;or insured on that part of the Judgment we pay. If we make an offer to pay the spell- e. Destruction cable limit of Insurance, we will not pay The coverage that apples is the same as any prejudgment Interest based on that the coverage provided for the vehicle being period of time alter the offer. replaced. L. FELLOW EMPLOYEE — OFFICERS, MANAGERS,AND SUPERVISORS L. EXPANDED TOWING COVERAGE The Fellow Employee Exclusion in SECTION II 1. We wit pay up to: —COVERED AUTOS LIABILITY COVERAGE is a. $100 for a covered 'auto' you own of replaced as follows; the private passengertype,or A. 'Bodily Injuy to any fellow 'employee of b. $500 for a covered'auto'you own that insured"arising out of and In the course is not of the private passengertype,of of the fellow 'employees' employment or while performing duties related to the con- for towing end labor costs Incurred each duct of your business. This exclusion does time the covered'auto'Is disabled. Haney- not apply to an Insured' who occupies a er,the labor must be performed at the place position as an officer, manager, or supeM- of disablement. SEC 2. This coverage apples only for an 'auto' J. HIRED AUTO PHYSICAL DAMAGE covered on this policy for Comprehensive or U covered"auto'designation symbols 1 or$ail- Specified Causes of Loss Coverage and ply to Liability Coverage and ff at least one'au- Collision Coverages to' you own is covered by this policy for Com- 3. Payment applies In addition to the otherwise Man coverages, then the Physical ensive,Specffied Causes of Loss,DDamage applicabler Celli- ee a covered'auto' you coverage coverages provided are extended to'autos'you M. AUTO LOAN OR LEASE COVERAGE lease, hire, rent or borrow without a driver;and 1. In the event of a total loss' to a covered provisions In the Business Auto Coverage Form •auto',we MI pay any unpaid amount due applicable to Hired Aub Physical Damage apply on the loan or lease,Including up b a max- up to a limit of$100,000. The deductible will be hum of $500 for early termination fees or equal to the largest deductible applicable to any penalties,for your covered"auto"less: owned 'auto' for that coverage. My Compre- a. The amount paid under SECTION III— hensive deducible does not apply to fire or PHYSICAL DAMAGE COVERAGE of lightning. K. TEMPORARY SUBSTITUTE AUTOS — ole policy;and PHYSICAL DAMAGE COVERAGE b. My: The following Is added to paragraph C. Certain 1) Overdue IeaseAoan payments at the Trailers, Mobile Equipment Md Temporary Urns of the loss"; Substitute Autos of SECTION I • COVERED 2) Financial penalties imposed under a AUTOS: lease for excessive use, abnormal If Physical Damage Coverage is provided by weer and tear or high mileage; this Coverage Form, the folowhg types of 3) Security deposits not refunded by a vehicles are also covered'autos'for Phyd- lessor; cal Damage Coverage: 4) Costs of extended warranties,Credit My "auto you do not own while used with Ule Insurance,Health, Accident,or the pennisslon of its owner as a temporary Disability Insurance purchased with the lease;and AC 70 05 0316 includes copyrighted material of Insurance Services Office,Inc., Page 3 of 7 with Its permission ACP M 0067117 LP/4 IMPS INSURED COPY ACrer0031100 0001 SY 00113117 COMMERCIAL AUTO AC 7005 0318 5) Carry-over balances from previous No deductible applies to glass 8 the glass Is re- leases. paired,In a manner acceptable to us,rather then 2. This coverage only applies to a loss'which replaced. Is also covered under this policy for Corn- P. RENTAL REIMBURSEMENT COVERAGE prehenslre, Speclied Causes of Loss, or 1, This coverage applies only to a covered'au- Collision coverage. to'for which Physical Damage Coverage ts 3. Coverage does not apply to any unpaid provided on this policy. amount due on a loan for which the covered 2. We wB pay for rental reknbursement ex- 'suite is not the sole castanet. pansies named by you for the rental of an N. ORIGINAL EQUIPMENT MANUFACTURER 'auto'because of loss'to a covered"auto'. PARTS — LEASED PRIVATE. PASSENGER Payment applies In addition to the otherwise TYPES applicable amount of each coverage you Under Paragraph C. Limit of Insurance of have on a covered "auto.' No deductibles SECTION III — PHYSICAL DAMAGE• apply b tlJs coverage. COVERAGE,Section 4 is added as blows: 3. We will pay only for those expenses incurred 4. We will use new original equipment vehicle during the policy period beginning 24 hours manufacturer parts for any private passen- alter the loss'and ending,regardless of the ger type covered "auto'where required by policy's expiration, with the lesser of the the lease agreement which has a term of at blowing number of days: least six months. If a new original equip- a. The number of days reasonably ment vehicle manufacturer part Is not In pro- required to repair or replace the covered duction or dlebbutlon we may use a Ake, 'auto'. If loss' Is caused by theft, the kId and quality replacement part. number of days Is added to the number O. DEDUCTIBLE AMENOMBITS of days It takes to locate the covered The following are added to the Deductible provi- "auto'and return It to you. Mon of SECTION III — PHYSICAL DAMAGE b. The number of days shown In the COVERAGE: Schedule. 11 another policy or coverage term that is not an 4. Our payment Is limited to the lesser of the automobile policy or coverage term Issued by following amounts: this company applies to the same"accident,the a. Necessary and actual expenses following applies: incurred. 1. If the deductible under this coverage Is the b. $75 for any one day or for a maximum smaller (or smallest) deductible, it will be of 30 days. waived: 5. This coverage does not apply while there 2. If the deductible under this coverage Is not are spare or reserve'autos'available to you the smaller(or smallest)deductible,it mill be for your operations. reduced by the amount of the smaller (or 6. 8 loss'results from the total theft of a cov- smaMst)deductible. ered 'auto" of the pdvate passenger type If a Comprehensive or Spedled Causes of Loss we wM pay under this coverage only that Coverage loss' from one "accident" Involves amount of your renal reimbursement ex- two or more covered "autos', only the highest penses which Is not already provided for un- deductible applicable to those coverages will be der SECTION III — PHYSICAL DAMAGE applied to the'accident,'If the rause of the loss COVERAGE Coverage Extension. Is covered for those vehicles.This provision only Q EXPANDED TRANSPORTATION EXPENSE applies If you carry Comprehensive or Specified ph A.4a. of SECTION III —PHYSICAL Causes of Loss Coverage for those vehicles, DAMAGE COVERAGE Is replaced by the follow- and does not extend coverage to any covered "autos' for which you do not cony such Ing' coverage. We will pay up b$50 per day to a maxtnum or $1500 for temporary transportation expense In- curred by you because of the total theft of a Page 4 of 7 Includes copyrighted materiel of Insurance Services Office,Inc AC 70050316 with Its permission. Ali BA 3e4-7I77681 17W 17095 INSURED COPY mC70e60:1IB11 set 41 110231111 110) • 4 COMMERCIAL AUTO AC 7005031e covered 'auto' of the private passenger type. merit manufacturer or other sources In- We will only pay for those covered *autos'for chiding non-original equipment menu- which you carry Comprehensive or Specified lecturers and Causes of Loss Coverage.We will pay for tern b. If a repair or replacement results In bel- tlheperiod beginningn24 hon after the theenses Instured ft and ter for Rte kind or quality,hewe will Improve- ending, not the regardless of the policy's expiration, - mints the amount of the net xP when the covered'auto'Is returned to use or we 5. If we offer to pay the actual cash value of pay for its'toss'. the damaged or stolen properly, we will R. EXTRA EXPENSE—STOLEN AUTOS value auto advertlsing wraps,paint customi- The following paragraph S added to Coverage nation,and similar business related adverb- Extensions of SECTION III — PHYSICAL Ing modifications, In addition to the actual DAMAGE COVERAGE: cash value of the property.Auto advertising c. We will pay for up to$5,000 for the expense wraps, paint customization, and simkar of returning a stolen covered'auto'to you.. business related adverting modifications We will pay only for those covered'autos' will be valued at the cost to replace them for which you carry Comprehensive or Spec- nth an adjustment made for depredation Med Causes of Loss Coverage and physical condition. S. PHYSICAL DAMAGE LIMIT OF INSURANCE T. NEW VEHICLE REPLACEMENT COST Under SECTION HI — PHYSICAL DAMAGE The following Is added to the Lkdt of Insurance COVERAGE, Paragraph C., Limit of Insurance provision of SECTION III — PHYSICAL Is replaced by the following: DAMAGE COVERAGE: C.Limit Of Insurance 5. The provisions of paragraphs 1. and 3. do 1. The most we vM pay for "tees' In any one not apply to a covered"auto" of the guttate m 'eoclost Is the lesserot passenger type or a vehicle with a gross vehicle weight rating of 20,000 pounds or a. The actual cash value of the damaged less which is a"new vehicle.' or stolen property as of the time of the In the event of a total loss'to your new ve- loss',or hide to which this coverage applies,we will b. The cost of repairing or replacing the pay at your option: damaged or stolen property. a. The verifiable 'hew vehicle' purchase 2. $1600 Is the most we will pay for 'lose In price you pail for your damaged veld- any one 'accident' to all electronic equip• de, not bdudng any Insurance or wa- rrent that reproduces,receives or transmits ranges purchased; audio, visual or data signals which, at the b. If 0 le avaaable,the purchase price, as time of loss',Is: negotiated by us, of a"new vehicle of a. Permanently installed In or upon the the same make,model,and equipment covered'auto"In a housing,opening or or the most similar model available,not other location that Is not normally used including any fumkhings, pats, or by the "auto"manufacturer for the In- equipment not installed by bre manufac- staNation of such equipment Mer or manufacturers'dealership;or. b. Removable from a permanently Installed o. The market value of your damaged ve- housing unff as described In Paragraph hide, not bwbdng any furnishings, 2.a. above or is an Integral pert of that parts,or equipment not Installed by the equipment or manufacturer or manufacturer's dealer- s. An integral part of such equipment ship. 3. An ad4usbnent for depredation and physical We will not pay for InMalon or set up costs condition will be made In detennbing acted associated wih loans or leases cash value In the event of a total lose. As used In this endorsement, a 'new 4. The cost of repairing or replacing may: ft theeowner means that 'of fs not which hey u wee a. Be based on an estimate which Includes parts furnished by the original equip- AC T005 0316 Includes copyrighted material of Insurance Services Office,Inc., Page 5 of 7 with Its permission ACP as 304.71774113 L7V4 170144 INSURED COPY AC7005031003 0001 47 DOMES kir teed . COMMERCIAL AUTO AC 70050316 Dusty tided and which you purchased less at Your obligation In the Duties in the Event than 366 days before the dab of the loss'. of Accident,Claim, Suit or Loss Condi- tion relative to notification requirements U. PHYSICAL DAMAGE COVERAGE applies only when the "accident- or EXTENSIONS loss'Is known to: Under SECTION III — PHYSICAL DAMAGE (1) You,If you are an Indvbuai; COVERAGE, A. Coverage, Coverage Exton- (2) A parber,6 you are a partnership; sons, b. Loss of Use Expenses Is replaced by (3) A member,6 you we a limited liability the following: company;or b. Loss of Use Expenses (4) M executive officer or Insurance For Hired AS Physical Damage, we will manager,11 you are a corporation. pay expenses for which an Insured' be- b. Your obligation In the.Duties In the Event comes legally responsible to pay for toss of of Accident,Claim,Suit or Loss Condition use of a vehicle rented or hired without a relative to provldng us with documents driver, under a written rental contract or concerning a Balm or sur wit not be agreement We will pay for loss of use ex- considered breathed unless the breach pensesIf caused by: occurs after such dein or'sulT Is Imam (1) Other than coition if the Declarations to: Indicate that Comprehensive Coverage (1) You,if you are an Individual; is provided for any covered"auto% (2) A partner,If you are a partnership: (2) Specified Guess of Loss only II he (3) A member, If you are a limited Declarations Indicate that Specified liability company;or Causes of Loss Coverage is provided (4) M executive officer or Insurance for any covered tub";or manager,If you are a corporation. (3) Collision only 3 the Declarations indicate that Collision Coverage Is provided for any covered-auto? K HIRED CAR—COVERAGE TERRITORY However, the most we coal pay for any Item (5) of the Poky Period,Coverage Territory expenses for loss of use is$50 per day,to a GenmCondtionds repleoedbytiw following: maximum of$1$0.The Insurance provided (5)Mywherdn hewoddif a coveredsaute is by this provision Is excess over any other leased,hired, rented or borrowed without a collectible Insurance. ddverora period of 30 days or less:and V. TRANSFER OF RIGHTS OF RECOVERY Y. EMERGENCY LOCKOUT AGAINST OTHERS TO US We wiff reimburse you up to$100 for reasonable The following is added to the Transfer Of Rights expense incurred for the services of a locksmith Of Recovery Against Others To Us Condition: to gain entry Into your covered saute subject to We waive any right of recovery we may these provisions: have agabregaa y pererou organization con-b 1. Your door key, electronic key or key entry the extent pad has been lost, stolen or locked In your tact executed prior to any "accident" be- covered"auto'and you are unable to enter cause of payments we make for damages such"auto',or under this coverage form. 2. Your keyless why device battery dies and W. NOTICE OF AND KNOWLEDGE OF you are unable to enter such*auto'as a re- OCCURRENCE suit SECTION IV—BUSINESS AUTO 3. Your key, electronic key or key entry pad CONDITIONS,Paragraph A is amended as has been lost or stolen end you have follows: changedhe lock to prevent an unauthorized 6. NOTICE OF AND KNOWLEDGE OF cum'and OCCURRENCE Page hof 7 Includes copyrighted material of Insurance Services Office,Inc AC 7005 0316 with Its permission. ACP IA wanness N110 17001 MIMEO COPY AC)hSOPIIWS 0001 47 0083120 • V V COMMERCIAL AUTO AC 70 06 0816 4. Original copies of receipts for services of a If we cancel for any reason other than non- locksmith must be provided before relm- payment of premium,we will mall or deliver bursement is payable. to the First Named Insured written notice of Z. CANCELLATION CONDITION cancellation at least 60 days before the ef- fective A2. of the COMMON POLICYb'B date of esncelk0on. This provision CONDITION — CANCELLATION apples does not apply in those that requireexcept as follows: more than 60 days prior notice of canaille- except 7006 0916 Includes copyrighted material of Insurance Services Office,Inc., Page 7 of 7 with Its permission ACP M aa4-7177033 12114 1703S MOORED COPY AC7005031000 0001 O 0023121