Common use of Notice of Cancellation Clause in Contracts

Notice of Cancellation. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the VCTC and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective officers, officials, employees, representatives, agents, or volunteers, by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the VCTC and Railroad. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Notice of Cancellation. Each The Consultant agrees to maintain continuous, uninterrupted coverage for the duration of the Contract. There shall be no termination, cancellation, material change, potential exhaustion of aggregate limits or non-renewal of coverage without thirty (30) days written notice from Consultant to the City. If the insurance is canceled or terminated prior to completion of the Contract, Consultant shall immediately notify the City and provide a new policy required above with the same terms. Any failure to comply with this clause shall provide that coverage constitute a material breach of Contract and shall not be canceledgrounds for immediate termination of this Contract. Additional Insured: The liability insurance coverages, except Professional Liability, Errors and Omissions, or Workers’ Compensation, shall be without prejudice to coverage otherwise existing, and shall name the City of Portland and its bureaus/divisions, officers, agents and employees as Additional Insureds, with notice respect to the VCTC and Railroad. Waiver of Subrogation: Contractor hereby grants Consultant’s activities to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroadbe performed, or their respective officers, officials, employees, representatives, agents, products or volunteers, by virtue of the payment of services to be provided. Coverage shall be primary and non-contributory with any loss under such other insurance and self-insurance. Contractor agrees Notwithstanding the naming of additional insureds, the insurance shall protect each additional insured in the same manner as though a separate policy had been issued to obtain any endorsement that may be necessary each, but nothing herein shall operate to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from increase the insurer's liability as set forth elsewhere in the policy beyond the amount or amounts for which the insurer would have been liable if only one person or interest had been named as insured. Deductibles and Self-Insured RetentionsCertificate(s) of Insurance: Any deductibles or self-insured retentions must be declared to and approved by the VCTC and Railroad. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to Consultant shall provide proof of ability to pay any insurance through acceptable certificate(s) of insurance, including additional insured endorsement form(s) and all losses other relevant endorsements, to the City prior to the award of the Contract if required by the procurement documents (e.g., request for proposal), or at execution of Contract and related investigations, claim administration costs, and defense expenses within prior to any retentioncommencement of work or delivery of goods or services under the Contract. If any insurance policy includes a self-insured retention, nothing shall prevent any The Certificate(s) will specify all of the parties from satisfying or paying who are endorsed on the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability Additional Insureds (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retentionLoss Payees), such provisions must . Insurance coverages required under this Contract shall be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise obtained from insurance companies acceptable to the VCTC and Railroad. Verification City of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide themPortland. The VCTC Consultant shall pay for all deductibles and Railroad reserve premium. The City reserves the right to require require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage the required. Subconsultant(s): Consultant shall contractually require its Subconsultants to acquire and maintain in effect until full performance of their Work under this Contract, insurance equal to the minimum coverage limits required by these specifications, at any timeabove.

Notice of Cancellation. Each Consultant agrees to oblige its insurance policy agent or broker and insurers to provide to DISTRICT with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC DISTRICT and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to DISTRICT and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to DISTRICT for review. DISTRICT’s right to revise specifications. The DISTRICT reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANT, the DISTRICT and CONSULTANT may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate CONSULTANT’s compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadDISTRICT. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve DISTRICT reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICT. Timely notice of all claims. CONSULTANT shall give DISTRICT prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this Agreement, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications. Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any time.additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT E

Notice of Cancellation. Each Consultant agrees to oblige its insurance policy agent or broker and insurers to provide to DISTRICT with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC DISTRICT and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to DISTRICT and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to DISTRICT for review. DISTRICT’s right to revise specifications. The DISTRICT reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANT, the DISTRICT and CONSULTANT may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate CONSULTANT’s compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadDISTRICT. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve DISTRICT reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICT. Timely notice of all claims. CONSULTANT shall give DISTRICT prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this Agreement, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications, at any time.

Notice of Cancellation. Each The Consultant agrees to maintain continuous, uninterrupted coverage for the duration of the Contract. There shall be no termination, cancellation, material change, potential exhaustion of aggregate limits or non renewal of coverage without thirty (30) days written notice from Consultant to the City. If the insurance is canceled or terminated prior to completion of the Contract, Consultant shall immediately notify the City and provide a new policy required above with the same terms. Any failure to comply with this clause shall provide that coverage constitute a material breach of Contract and shall not be canceledgrounds for immediate termination of this Contract. Additional Insured: The liability insurance coverages, except Professional Liability, Errors and Omissions, or Workers’ Compensation, shall be without prejudice to coverage otherwise existing, and shall name the City of Portland and its bureaus/divisions, officers, agents and employees as Additional Insureds, with notice respect to the VCTC and Railroad. Waiver of Subrogation: Contractor hereby grants Consultant’s activities to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroadbe performed, or their respective officers, officials, employees, representatives, agents, products or volunteers, by virtue of the payment of services to be provided. Coverage shall be primary and non-contributory with any loss under such other insurance and self-insurance. Contractor agrees Notwithstanding the naming of additional insureds, the insurance shall protect each additional insured in the same manner as though a separate policy had been issued to obtain any endorsement that may be necessary each, but nothing herein shall operate to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from increase the insurer's liability as set forth elsewhere in the policy beyond the amount or amounts for which the insurer would have been liable if only one person or interest had been named as insured. Deductibles and Self-Insured RetentionsCertificate(s) of Insurance: Any deductibles or self-insured retentions must be declared to and approved by the VCTC and Railroad. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to Consultant shall provide proof of ability to pay any insurance through acceptable certificate(s) of insurance, including additional insured endorsement form(s) and all losses other relevant endorsements, to the City prior to the award of the Contract if required by the procurement documents (e.g., request for proposal), or at execution of Contract and related investigations, claim administration costs, and defense expenses within prior to any retentioncommencement of work or delivery of goods or services under the Contract. If any insurance policy includes a self-insured retention, nothing shall prevent any The Certificate(s) will specify all of the parties from satisfying or paying who are endorsed on the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability Additional Insureds (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retentionLoss Payees), such provisions must . Insurance coverages required under this Contract shall be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise obtained from insurance companies acceptable to the VCTC and Railroad. Verification City of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide themPortland. The VCTC Consultant shall pay for all deductibles and Railroad reserve premium. The City reserves the right to require require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage the required. Subconsultant(s): Consultant shall provide evidence that any subconsultant, if any, performing work or providing goods or service under the Contract has the same types and amounts of coverages as required by these specifications, at any timeherein or that the subconsultant is included under Consultant’s policy.

Notice of Cancellation. Each Consultant agrees to oblige its insurance policy agent or broker and insurers to provide to Agency with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC Agency and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to Agency and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. Consultant agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to Agency for review. Agency’s right to revise specifications. The Agency reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the Agency and Consultant may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate Consultant’s compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadAgency. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve Agency reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by Agency. Timely notice of all claims. Consultant shall give Agency prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications, at any time.

Notice of Cancellation. Each The Consultant agrees to maintain continuous, uninterrupted coverage for the duration of the Contract. There shall be no termination, cancellation, material change, potential exhaustion of aggregate limits or non-renewal of coverage without thirty (30) days written notice from Consultant to the City. If the insurance is canceled or terminated prior to completion of the Contract, Consultant shall immediately notify the City and provide a new policy required above with the same terms. Any failure to comply with this clause shall provide that coverage constitute a material breach of Contract and shall not be canceledgrounds for immediate termination of this Contract. Additional Insured: The liability insurance coverages, except Professional Liability, Errors and Omissions, or Workers’ Compensation, shall be without prejudice to coverage otherwise existing, and shall name the City of Portland and its bureaus/divisions, officers, agents and employees as Additional Insureds, with notice respect to the VCTC and Railroad. Waiver of Subrogation: Contractor hereby grants Consultant’s activities to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroadbe performed, or their respective officers, officials, employees, representatives, agents, products or volunteers, by virtue of the payment of services to be provided. Coverage shall be primary and non-contributory with any loss under such other insurance and self-insurance. Contractor agrees Notwithstanding the naming of additional insureds, the insurance shall protect each additional insured in the same manner as though a separate policy had been issued to obtain any endorsement that may be necessary each, but nothing herein shall operate to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from increase the insurer's liability as set forth elsewhere in the policy beyond the amount or amounts for which the insurer would have been liable if only one person or interest had been named as insured. Deductibles and Self-Insured RetentionsCertificate(s) of Insurance: Any deductibles or self-insured retentions must be declared to and approved by the VCTC and Railroad. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to Consultant shall provide proof of ability to pay any insurance through acceptable certificate(s) of insurance, including additional insured endorsement form(s) and all losses other relevant endorsements, to the City prior to the award of the Contract if required by the procurement documents (e.g., request for proposal), or at execution of Contract and related investigations, claim administration costs, and defense expenses within prior to any retentioncommencement of work or delivery of goods or services under the Contract. If any insurance policy includes a self-insured retention, nothing shall prevent any The Certificate(s) will specify all of the parties from satisfying or paying who are endorsed on the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability Additional Insureds (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retentionLoss Payees), such provisions must . Insurance coverages required under this Contract shall be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise obtained from insurance companies acceptable to the VCTC and Railroad. Verification City of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide themPortland. The VCTC Consultant shall pay for all deductibles and Railroad reserve premium. The City reserves the right to require require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage the required. Subconsultant(s): Consultant shall provide evidence that any subconsultant, if any, performing work or providing goods or service under the Contract has the same types and amounts of coverages as required by these specifications, at any timeherein or that the subconsultant is included under Consultant’s policy.

Notice of Cancellation. Each Contractor agrees to oblige its insurance policy agent or broker and insurers to provide to CITY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC CITY and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective officers, officials, employees, representatives, agents, or volunteers, by virtue agents and authorized volunteers shall be additional insureds under such policies. This provision shall also apply to any excess liability policies. CITY's right to revise requirements. The CITY reserves the right at any time during the term of the payment contract to change the amounts and types of any loss under insurance required by giving the Contractor a ninety (90)-day advance written notice of such insurancechange. If such change results in substantial additional cost to the Contractor, the CITY and Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate Contractor's compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadCITY. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve CITY reserves the right to require completethat self-insured retentions be eliminated, certified lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by CITY. Timely notice of claims. Contractor shall give CITY prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. Additional insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Contractor agrees to provide immediate notice to CITY of any claim or loss against contractor that includes CITY as a defendant. CITY assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CITY. In the event of any loss that is not insured due to the failure of to comply with these requirements, Contractor agrees to be personally responsible for any and all losses, claims, suits, damages, defense obligations and liability of any kind attributed to the CITY, or the CITY’s employees as a result of such failure. Contractor agrees not to attempt to avoid its defense and indemnity obligations to CITY and its employees, agents, officials and servants by using as a defense contractor’s statutory immunity under workers’ compensation and similar statutes. Contractor agrees to have its coverage endorsed so that all coverage limits required pursuant to this requirement are available separately for each and every location at which contractor conducts operations of any type on behalf of CITY. Contractor warrants that these limits will not be reduced or exhausted except for losses attributable to those specific locations and not by losses attributable to any other operations of contractor. Contractor agrees to ensure that coverage provided to meet these requirements is applicable separately to each insured and that there will be no cross liability exclusions that preclude coverage for suits between contractor and CITY or between CITY and any party associated with CITY or its employees. For purposes of insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards, performance of this Agreement. Contractor agrees that upon request, all agreements with subcontractors or others with whom contractor contracts with on behalf of CITY will be submitted to CITY for review. Contractor acknowledges that such contracts or Agreements may require modification if the insurance requirements do not reflect the requirements herein. Failure of CITY to request copies of all required insurance policiessuch agreement will not impose any liability on CITY, including endorsements required by these specificationsor its employees. If contractor is a Limited Liability Company, at any time.general liability coverage must be amended so that the Limited Liability Company and its Managers, Affiliates, employees, agents and other persons necessary or incidental to its operation are insured

Notice of Cancellation. Each CONSULTANT agrees to oblige its insurance policy agent or broker and insurers to provide to DISTRICT with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC DISTRICT and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to DISTRICT and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that CONSULTANT'S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or Rev. 3/18 Page 14 of 16 MPRPD Design Professional Service Agreement involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that may such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with CONSULTANTs, subcontractors, and others engaged in the project will be necessary submitted to affect this waiver DISTRICT for review. DISTRICT's right to revise specifications. The DISTRICT reserves the right at any time during the term of subrogation but this provision applies regardless the contract to change the amounts and types of whether or not insurance required by giving the VCTC or Railroad have received a waiver CONSULTANT ninety (90) days advance written notice of subrogation endorsement from such change. If such change results in additional cost to the insurerCONSULTANT, the DISTRICT and CONSULTANT shall renegotiate CONSULTANT's compensation prior to implementation of the change in the amounts and types of insurance required herein. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadDISTRICT. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve DISTRICT reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered , or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICT. Timely notice of all claims. CONSULTANT shall give DISTRICT prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT's performance under this AGREEMENT, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications. Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any time.additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. Rev. 3/18 Page 15 of 16 MPRPD Design Professional Service Agreement EXHIBIT D CONSULTANT'S PROPOSAL See attached Consultant Proposal Rev. 3/18 Page 16 of 16 MPRPD Design Professional Service Agreement 10 TEN OVER STUDIO. INC TEN OVER STUDIO INC 805.541.1010 000 Xxxxx Xxxxxx San Xxxx Obispo. CA xxxx@xxxxxxxxxxxxx.xxx xxxxxxxxxxxxx.xxx CLIENTS INITIALS ARCHITECTURAL AND ENGINEERING SERVICES XXXXXX XXXXXX XXXX @ XXXX XXXXXX XXXXXXXX XXXX DATE May 22. 2020 CLIENT Monterey Peninsula Regional Park District Xxxxxx Xxxxx. General Manager 0000 Xxxxxx Xxxxxx Xxxx, Xxxxxx. XX 00000

Notice of Cancellation. Each Consultant agrees to oblige its insurance policy agent or broker and insurers to provide to Agency with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC Agency and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to Agency and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. Consultant agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to Agency for review. Agency’s right to revise specifications. The Agency reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the Agency and Consultant may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate Consultant’s compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadAgency. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve Agency reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by Agency. Timely notice of all claims. Consultant shall give Agency prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications. Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any timeadditional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. CITY OF SEASIDE PAVEMENT DESIGN AND CONSTRUCTION MANAGEMENT SERVICES Proposal Due August 16, 2018 The City of Seaside (City) is seeking Request for Proposal (RFP) to provide professional engineering services for the preparation of design and construction bid documents, construction inspection and testing, and overall construction management services, for street rehabilitation for several areas within the City. Funding for the design and construction comes from bond proceeds secured by Measure X and from Senate Xxxx 1.

Notice of Cancellation. Each CONSULTANT agrees to oblige its insurance policy agent or broker and insurers to provide to DISTRICT with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC DISTRICT and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to DISTRICT and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that CONSULTANT’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with CONSULTANTs, subcontractors, and others engaged in the project will be submitted to DISTRICT for review. DISTRICT’s right to revise specifications. The DISTRICT reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANT, the DISTRICT and CONSULTANT may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate CONSULTANT’s compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadDISTRICT. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve DISTRICT reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICT. Timely notice of all claims. CONSULTANT shall give DISTRICT prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications. Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any time.additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. EXHIBIT D CONSULTANT’S PROPOSAL

Notice of Cancellation. Each CONSULTANT agrees to oblige its insurance policy agent or broker and insurers to provide to DISTRICT with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC DISTRICT and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to DISTRICT and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that CONSULTANT’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with CONSULTANTs, subcontractors, and others engaged in the project will be submitted to DISTRICT for review. DISTRICT’s right to revise specifications. The DISTRICT reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANT, the DISTRICT and CONSULTANT may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate CONSULTANT’s compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadDISTRICT. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve DISTRICT reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICT. Timely notice of all claims. CONSULTANT shall give DISTRICT prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications. Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any time.additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. EXHIBIT D REQUEST FOR PROPOSALS See attached Request for Proposal EXHIBIT E CONSULTANT’S PROPOSAL

Notice of Cancellation. Each Consultant agrees to oblige its insurance policy agent or broker and insurers to provide to CITY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC CITY and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to CITY and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to CITY for review. CITY's right to revise specifications. The CITY reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANT, the CITY and CONSULTANT may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate CONSULTANT’s compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadCITY. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve CITY reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by CITY. Timely notice of all claims. CONSULTANT shall give CITY prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications. Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any timeadditional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. EXHIBIT D REQUEST FOR PROPOSAL CITY OF SEASIDE CONSTRUCTION MANAGEMENT SERVICES XXXXX XXXXXX PARK PHASE I IMPROVEMENTS Proposal Due August 31, 2018 The City of Seaside (“CITY”) issues this Request for Proposal (RFP) to request proposals from qualified firms to provide professional services related to the management and administration of the construction phase of the Xxxxxx Park Phase 1 Improvement Project (“PROJECT”). The construction management services shall consist of the activities necessary to administer the construction contract for the PROJECT. The PROJECT is local funding. The selected firm (“CM CONSULTANT”) will be responsible for ensuring that the construction of the PROJECT is administered in accordance with the construction contract documents and applicable local and state requirements.

Notice of Cancellation. Each CONSULTANT agrees to oblige its insurance policy agent or broker and insurers to provide to DISTRICT with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC DISTRICT and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to DISTRICT and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that CONSULTANT’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with CONSULTANTs, subcontractors, and others engaged in the project will be submitted to DISTRICT for review. DISTRICT’s right to revise specifications. The DISTRICT reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANT, the DISTRICT and CONSULTANT may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate CONSULTANT’s compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadDISTRICT. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve DISTRICT reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICT. Timely notice of all claims. CONSULTANT shall give DISTRICT prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications. Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any time.additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. EXHIBIT D REQUEST FOR PROPOSALS See attached EXHIBIT E CONSULTANT’S PROPOSAL

Notice of Cancellation. Each Consultant agrees to oblige its insurance policy agent or broker and insurers to provide to DISTRICT with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC DISTRICT and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to DISTRICT and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to DISTRICT for review. DISTRICT’s right to revise specifications. The DISTRICT reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANT, the DISTRICT and CONSULTANT may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate CONSULTANT’s compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadDISTRICT. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve DISTRICT reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICT. Timely notice of all claims. CONSULTANT shall give DISTRICT prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this Agreement, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications. Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any time.additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. EXHIBIT D REQUEST FOR PROPOSAL See Attachment - Exhibit D EXHIBIT E CONSULTANT’S PROPOSAL

Notice of Cancellation. Each Consultant agrees to oblige its insurance policy agent or broker and insurers to provide to CITY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC CITY and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to CITY and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to CITY for review. CITY's right to revise specifications. The CITY reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANT, the CITY and CONSULTANT may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate CONSULTANT’s compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadCITY. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve CITY reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by CITY. Timely notice of all claims. CONSULTANT shall give CITY prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications. Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any timeadditional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. EXHIBIT D REQUEST FOR PROPOSAL CITY OF SEASIDE Construction Management Services XXXXX XXXXXX PARK PHASE I IMPROVEMENTS Proposal Due August 31, 2018 The City of Seaside (“CITY”) issues this Request for Proposal (RFP) to request proposals from qualified firms to provide professional services related to the management and administration of the construction phase of the Xxxxxx Park Phase 1 Improvement Project (“PROJECT”). The construction management services shall consist of the activities necessary to administer the construction contract for the PROJECT. The PROJECT is local funding. The selected firm (“CM CONSULTANT”) will be responsible for ensuring that the construction of the PROJECT is administered in accordance with the construction contract documents and applicable local and state requirements.

Notice of Cancellation. Each insurance policy required above COLLECTIVE shall provide that immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self- insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, COLLECTIVE shall not be canceled, except with notice to the VCTC forthwith obtain and Railroadsubmit proof of substitute insurance. Waiver of Subrogation: Contractor Subrogation COLLECTIVE hereby grants to the VCTC and Railroad City of Fortuna a waiver of any right to subrogation subrogation, which any insurer of said COLLECTIVE may acquire against the VCTC or Railroad, or their respective officers, officials, employees, representatives, agents, or volunteers, City by virtue of the payment of any loss under such insurance. Contractor COLLECTIVE agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation subrogation, but this provision applies regardless of whether or not the VCTC or Railroad have City has received a waiver of subrogation endorsement from the insurer. Deductibles However, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the COLLECTIVE, its employees, agents and subcontractors. Self-Insured Retentions: Any deductibles or selfRetentions Self-insured retentions must be declared to and approved by the VCTC and RailroadCity. The VCTC and Railroad City may require Contractor to purchase coverage with a lower deductible or retention or the COLLECTIVE to provide proof of ability to pay any and all losses and related investigations, claim administration costsadministration, and defense expenses within any the retention. If any insurance The policy includes a self-insured retentionlanguage shall provide, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states be endorsed to provide, that the self-insured retention must may be paid satisfied by a either the named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this AgreementCity. Acceptability of Insurers: Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and RailroadCity. Verification of Coverage: Contractor Coverage COLLECTIVE shall furnish the VCTC and Railroad City with original certificates and Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before disbursement of the Award. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; providedHowever, however, that any failure to obtain the required documents prior to the commencement disbursement of the Work on the Property Award shall not diminish Contractorwaive the COLLECTIVE’s obligation to provide them. The VCTC and Railroad reserve City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.. Exhibit B

Notice of Cancellation. Each Consultant agrees to oblige its insurance policy agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC City and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to City and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. City’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANT, the City and CONSULTANT may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate CONSULTANT’s compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadCity. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve City reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. Timely notice of all claims. CONSULTANT shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this Agreement, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications. Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any time.additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT E

Notice of Cancellation. Each CONSULTANT agrees to oblige its insurance policy agent or broker and insurers to provide to DISTRICT with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC DISTRICT and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to DISTRICT and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that CONSULTANT’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that may such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with CONSULTANTs, subcontractors, and others engaged in the project will be necessary submitted to affect this waiver DISTRICT for review. DISTRICT’s right to revise specifications. The DISTRICT reserves the right at any time during the term of subrogation but this provision applies regardless the contract to change the amounts and types of whether or not insurance required by giving the VCTC or Railroad have received a waiver CONSULTANT ninety (90) days advance written notice of subrogation endorsement from such change. If such change results in additional cost to the insurerCONSULTANT, the DISTRICT and CONSULTANT shall renegotiate CONSULTANT’s compensation prior to implementation of the change in the amounts and types of insurance required herein. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadDISTRICT. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve DISTRICT reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICT. Timely notice of all claims. CONSULTANT shall give DISTRICT prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications. Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any time.additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. EXHIBIT D REQUEST FOR PROPOSALS See attached Request for Proposals EXHIBIT E CONSULTANT’S PROPOSAL

Notice of Cancellation. Each Consultant agrees to oblige its insurance policy agent or broker and insurers to provide to DISTRICT with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC DISTRICT and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to DISTRICT and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to DISTRICT for review. DISTRICT’s right to revise specifications. The DISTRICT reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANT, the DISTRICT and CONSULTANT may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate CONSULTANT’s compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadDISTRICT. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve DISTRICT reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICT. Timely notice of all claims. CONSULTANT shall give DISTRICT prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this Agreement, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications. Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any time.additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. EXHIBIT D REQUEST FOR PROPOSAL See attached. EXHIBIT E CONSULTANT’S PROPOSAL

Notice of Cancellation. Each CONSULTANT agrees to oblige its insurance policy agent or broker and insurers to provide to DISTRICT with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC DISTRICT and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to DISTRICT and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that CONSULTANT'S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or Rev. 3/18 Page 14 of 16 MPRPD Design Professional Service Agreement involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that may such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with CONSULTANTs, subcontractors, and others engaged in the project will be necessary submitted to affect this waiver DISTRICT for review. DISTRICT's right to revise specifications. The DISTRICT reserves the right at any time during the term of subrogation but this provision applies regardless the contract to change the amounts and types of whether or not insurance required by giving the VCTC or Railroad have received a waiver CONSULTANT ninety (90) days advance written notice of subrogation endorsement from such change. If such change results in additional cost to the insurerCONSULTANT, the DISTRICT and CONSULTANT shall renegotiate CONSULTANT's compensation prior to implementation of the change in the amounts and types of insurance required herein. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadDISTRICT. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve DISTRICT reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered , or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICT. Timely notice of all claims. CONSULTANT shall give DISTRICT prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT's performance under this AGREEMENT, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications. Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any time.additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. Rev. 3/18 Page 15 of 16 MPRPD Design Professional Service Agreement EXHIBIT D CONSULTANT'S PROPOSAL See attached Consultant Proposal Rev. 3/18 Page 16 of 16 MPRPD Design Professional Service Agreement TEN OVER STUDIO. INC TEN OVER STUDIO INC 805.541.1010 000 Xxxxx Xxxxxx San Xxxx Obispo. CA xxxx@xxxxxxxxxxxxx.xxx xxxxxxxxxxxxx.xxx CLIENTS INITIALS ARCHITECTURAL AND ENGINEERING SERVICES XXXXXX XXXXXX XXXX @ XXXX XXXXXX XXXXXXXX XXXX DATE May 22. 2020 CLIENT Monterey Peninsula Regional Park District Xxxxxx Xxxxx. General Manager 0000 Xxxxxx Xxxxxx Xxxx, Xxxxxx. XX 00000

Notice of Cancellation. Each Consultant agrees to oblige its insurance policy agent or broker and insurers to provide to CITY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, employees, agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall not be canceledapply separately to each insured against whom claim is made or suit is brought, except with notice respect to the VCTC insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to ensure that its subconsultants, subcontractors, and Railroadany other party involved with the project who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. Waiver CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of Subrogation: Contractor hereby grants this section. CONSULTANT agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. City’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the VCTC CONSULTANT, the City and Railroad a waiver of any right to subrogation which any insurer CONSULTANT may acquire against the VCTC or Railroad, or their respective officers, officials, employees, representatives, agents, or volunteers, by virtue of the payment of any loss under such insurancerenegotiate CONSULTANT’s compensation. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadCity. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve City reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. Timely notice of all claims. CONSULTANT shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. Cyber Technology Errors and Omissions. VENDOR shall procure and maintain insurance policieswith limits in an amount not less than $1,000,000 per occurrence/loss, $2,000,000 general aggregate, which shall include the following coverage: • Liability arising from the unauthorized release of information for which an entity has the legal obligation to keep private, such as personally identifiable information (PII) and protected health information (PHI). • Network security liability arising from the unauthorized use of, access to, or tampering with computer systems, including endorsements hacker or denial of service attacks. • Liability arising from the failure of technology products (software and hardware) required by these specificationsunder the contract for VENDOR to properly perform the intended services. • Claims alleging the failure of computer security that result in the transmission of malicious code, at any timedeletion, destruction or alteration of data, or the denial of service. • Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep-linking or framing, and infringement or violation of intellectual property rights. • Liability arising from the rendering, or failure to render, professional services. • Defense costs in regulatory proceedings (state and federal) involving a violation of privacy laws or intellectual property rights. • Crisis management and other expert services. If coverage is maintained on a claims-made basis, the VENDOR shall maintain such coverage for an additional three (3) years following termination of the contract.

Notice of Cancellation. Each The Consultant agrees to maintain continuous, uninterrupted coverage for the duration of the Contract. There shall be no termination, cancellation, material change, potential exhaustion of aggregate limits or non-renewal of coverage without thirty (30) calendar days written notice from Consultant to the City. If the insurance is canceled or terminated prior to completion of the Contract, Consultant shall immediately notify the City and provide a new policy required above with the same terms. Any failure to comply with this clause shall provide that coverage constitute a material breach of Contract and shall not be canceledgrounds for immediate termination of this Contract. Additional Insured: The liability insurance coverages, except Professional Liability, Errors and Omissions, or Workers’ Compensation, shall be without prejudice to coverage otherwise existing, and shall name the City of Portland and its bureaus/divisions, officers, agents and employees as Additional Insureds, with notice respect to the VCTC and Railroad. Waiver of Subrogation: Contractor hereby grants Consultant’s activities to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroadbe performed, or their respective officers, officials, employees, representatives, agents, products or volunteers, by virtue of the payment of services to be provided. Coverage shall be primary and non-contributory with any loss under such other insurance and self-insurance. Contractor agrees Notwithstanding the naming of additional insureds, the insurance shall protect each additional insured in the same manner as though a separate policy had been issued to obtain any endorsement that may be necessary each, but nothing herein shall operate to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from increase the insurer's liability as set forth elsewhere in the policy beyond the amount or amounts for which the insurer would have been liable if only one person or interest had been named as insured. Deductibles and Self-Insured RetentionsCertificate(s) of Insurance: Any deductibles or self-insured retentions must be declared to and approved by the VCTC and Railroad. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to Consultant shall provide proof of ability to pay any insurance through acceptable certificate(s) of insurance, including additional insured endorsement form(s) and all losses other relevant endorsements, to the City prior to the award of the Contract if required by the procurement documents (e.g., request for proposal), or at execution of Contract and related investigations, claim administration costs, and defense expenses within prior to any retentioncommencement of work or delivery of goods or services under the Contract. If any insurance policy includes a self-insured retention, nothing shall prevent any The Certificate(s) will specify all of the parties from satisfying or paying who are endorsed on the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability Additional Insureds (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retentionLoss Payees), such provisions must . Insurance coverages required under this Contract shall be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise obtained from insurance companies acceptable to the VCTC and Railroad. Verification City of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide themPortland. The VCTC Consultant shall pay for all deductibles and Railroad reserve premium. The City reserves the right to require require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage the required. Subconsultant(s): Consultant shall provide evidence that any subconsultant, if any, performing work or providing goods or service under the Contract has the same types and amounts of coverages as required by these specifications, at any timeherein or that the subconsultant is included under Consultant’s policy.

Notice of Cancellation. Each All insurance policy coverages required above by this Exhibit shall provide contain a provision that the coverage shall afforded thereunder cannot be canceledcancelled, except with non-renewed, or allowed to lapse, unless at least thirty (30) days prior written notice has been given to Contractor. Manufacturer is responsible to provide replacement coverage conforming to the VCTC and Railroadrequirements of this Exhibit in the event of any cancellation, non-renewal or modification of any insurance coverages required by this Exhibit. Waiver • Scope/Limits of Subrogation: Contractor hereby grants Insurance To the fullest extent permitted by law, the coverage provided to the VCTC and Railroad a waiver of additional insureds must be at least as broad as that provided to the first named insured on each policy. In the event that any right policy provided in compliance with this Exhibit states that the coverage provided to subrogation which any insurer may acquire against the VCTC or Railroadan additional insured shall be no broader than that required by contract, or their respective officerswords of similar meaning, officialsthe Parties agree that nothing in this Exhibit or elsewhere in the Contract Documents is intended to restrict or limit the breadth of such coverage. The limits of insurance stated in this Exhibit for each type of insurance are minimum limits only; in the event Manufacturer’s policies or the policies of subcontractors or sub-consultants of all tiers provide greater limits, employees, representatives, agentsthen the additional insureds shall be entitled to, or volunteersto share in, by virtue the full limits of such policy, and this Exhibit shall be deemed to require such full limits. • Notice to Insurers Manufacturers are responsible for notifying its insurance carriers in the event of a loss or potential loss involving coverage for the additional insureds. However, this does not prohibit any additional insured from reporting a claim directly to any Manufacturer’s insurance carriers. • Deductibles/Denial of Claims Manufacturer shall be responsible, at no additional cost to Contractor, for the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions: Any deductibles or self-insured retentions must SIR in connection with the insurance coverages required by this Exhibit, both for itself and all additional insureds. The deductible or SIR shall not exceed $25,000. Manufacturer shall be declared to responsible for any loss arising out of coverage denial by any insurance carrier. Manufacturer may not procure policies that limit who may pay the SIR or deductible; rather, any SIR shall be payable by either the Manufacturer or Contractor and approved Manufacturer may not have a policy that prevents Contractor from accessing or triggering coverage unless the SIR is paid by the VCTC and RailroadManufacturer. The VCTC and Railroad may require Manufacturer shall also ensure that similar conditions are incorporated into all subcontracts. In the event that Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability elects to pay any deductible and/or SIR to access any insurance policy, Manufacturer shall promptly reimburse Contractor for such payment. • CCIP Exclusion Limitation The insurance required to be provided by a Manufacturer pursuant to this Exhibit shall not contain any exclusion or limitation of coverage for any insured because a CCIP has been provided for this Project, except to the extent that coverage is provided by the CCIP Insurance Policies. • No Limitation The insurance requirements set forth and the coverage maintained by Manufacturer shall not limit any of Manufacturer’s indemnity obligations or other liabilities under the Subcontract or Agreement. • Severability of Interests (Cross Liability) All insurance required by this Exhibit (excluding only Workers Compensation Insurance and Professional Liability Insurance) shall include a provision or be endorsed to provide that, inasmuch as the policy is written to cover more than one insured, all losses terms, conditions, insuring agreements and related investigationsendorsements, with the exception of limits of liability, shall operate in the same manner as if there were a separate policy covering each insured. No cross liability exclusions are permitted and there may not be any restrictions in any policies that limit coverage for a claim administration costsbrought by an additional insured against a named insured. Also, and defense expenses within there shall not be any retention. If provision in any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying which excludes or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured conditions coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement existence of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any timea contract or other agreement requiring insurance.

Notice of Cancellation. Each Consultant agrees to oblige its insurance policy agent or broker and insurers to provide to AGENCY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC AGENCY and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to AGENCY and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to AGENCY for review. Agency’s right to revise specifications. The AGENCY reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANT, the AGENCY and CONSULTANT may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate CONSULTANT’s compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadAGENCY. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve AGENCY reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by AGENCY. Timely notice of all claims. CONSULTANT shall give AGENCY prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications. Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any time.additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT E

Notice of Cancellation. Each Consultant agrees to oblige its insurance policy agent or broker and insurers to provide to the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC City and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to the City and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. Consultant agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to the City for review. City’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate Consultant’s compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadCity. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve City reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by the City. Timely notice of all claims. Consultant shall give the City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications. Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any time.additional kinds of insurance, which in its own judgement may be necessary for its proper protection and prosecution of the work. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT E

Notice of Cancellation. Each CONSULTANT agrees to oblige its insurance policy agent or broker and insurers to provide to DISTRICT with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC DISTRICT and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to DISTRICT and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that CONSULTANT’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with CONSULTANTs, subcontractors, and others engaged in the project will be submitted to DISTRICT for review. DISTRICT’s right to revise specifications. The DISTRICT reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANT, the DISTRICT and CONSULTANT may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate CONSULTANT’s compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadDISTRICT. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve DISTRICT reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICT. Timely notice of all claims. CONSULTANT shall give DISTRICT prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications. Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any time.additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. EXHIBIT D REQUEST FOR PROPOSALS EXHIBIT E

Notice of Cancellation. Each Consultant agrees to oblige its insurance policy agent or broker and insurers to provide to CITY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC CITY and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to CITY and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to obtain ensure that its sub-consultants, sub-contractors, and any endorsement other party involved with the project who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to CITY for review. CITY’s right to revise specifications. The CITY reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANT, the CITY and CONSULTANT may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate CONSULTANT’s compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadCITY. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve CITY reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by CITY. Timely notice of all claims. CONSULTANT shall give CITY prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications. Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any time.additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. EXHIBIT D REQUEST FOR PROPOSAL OR CONFLICT OF INTEREST EXHIBIT E

Notice of Cancellation. Each insurance policy Consultant agrees to oblige its insurers to provide to DISTRICT with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC DISTRICT and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or volunteerssuit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by virtue CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to DISTRICT for review. DISTRICT’s right to revise specifications. The DISTRICT reserves the right at any time during the term of the payment contract to change the amounts and types of any loss under insurance required by giving the CONSULTANT ninety (90) days advance written notice of such insurancechange. Contractor agrees If such change results in substantial additional cost to obtain any endorsement that the CONSULTANT, the DISTRICT and CONSULTANT may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate CONSULTANT’s compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC DISTRICT. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICT. Timely notice of claims. CONSULTANT shall give DISTRICT prompt and Railroad. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible timely notice of claims made or retention suits instituted that arise out of or to provide proof of ability to pay any and all losses and related investigations, claim administration costsresult from CONSULTANT’s performance under this Agreement, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent that involve or may involve coverage under any of the parties from satisfying or paying the self-insured retentionrequired liability policies. If Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any insurance policy states that the self-insured retention must additional kinds of insurance, which in its own judgment may be paid by a named insured as a precondition necessary for its proper protection and prosecution of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreementwork. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.EXHIBIT D REQUEST FOR PROPOSAL See attached RFP EXHIBIT E CONSULTANT’S PROPOSAL

Notice of Cancellation. Each Consultant agrees to oblige its insurance policy agent or broker and insurers to provide to CITY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC CITY and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to CITY and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to CITY for review. CITY’s right to revise specifications. The CITY reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANT, the CITY and CONSULTANT may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate CONSULTANT’s compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadCITY. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve CITY reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by CITY. Timely notice of all claims. CONSULTANT shall give CITY prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications. Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any time.additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT E

Notice of Cancellation. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the VCTC and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective officers, officials, employees, representatives, agents, or volunteers, by virtue of the payment of any loss under such insurance. The Contractor agrees to obtain maintain continuous, uninterrupted coverage for the duration of the Contract. There shall be no termination, cancellation, material change, potential exhaustion of aggregate limits or non-renewal of coverage without thirty (30) days written notice from Contractor to the City. If the insurance is canceled or terminated prior to completion of the Contract, Contractor shall immediately notify the City and provide a new policy with the same terms. Any failure to comply with this clause shall constitute a material breach of Contract and shall be grounds for immediate termination of this Contract. Additional Insured: The liability insurance coverages, except Professional Liability, Errors and Omissions, or Workers’ Compensation, shall be without prejudice to coverage otherwise existing, and shall name the City of Portland and its bureaus/divisions, officers, agents and employees as Additional Insureds, with respect to the Contractor’s activities to be performed, or products or services to be provided. Coverage shall be primary and non-contributory with any endorsement that may be necessary other insurance and self-insurance. Notwithstanding the naming of additional insureds, the insurance shall protect each additional insured in the same manner as though a separate policy had been issued to affect this waiver of subrogation each, but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from nothing herein shall operate to increase the insurer's liability as set forth elsewhere in the policy beyond the amount or amounts for which the insurer would have been liable if only one person or interest had been named as insured. Deductibles and Self-Insured RetentionsCertificate(s) of Insurance: Any deductibles or self-insured retentions must be declared to and approved by the VCTC and Railroad. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to shall provide proof of ability to pay any insurance through acceptable certificate(s) of insurance, including additional insured endorsement form(s) and all losses other relevant endorsements, to the City prior to the award of the Contract if required by the procurement documents (e.g., request for proposal), or at execution of Contract and related investigations, claim administration costs, and defense expenses within prior to any retentioncommencement of work or delivery of goods or services under the Contract. If any insurance policy includes a self-insured retention, nothing shall prevent any The Certificate(s) will specify all of the parties from satisfying or paying who are endorsed on the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability Additional Insureds (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retentionLoss Payees), such provisions must . Insurance coverages required under this Contract shall be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise obtained from insurance companies acceptable to the VCTC and RailroadCity of Portland. Verification of Coverage: The Contractor shall furnish the VCTC pay for all deductibles and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide thempremium. The VCTC and Railroad reserve City reserves the right to require require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage the required. Subcontractor(s): Contractor shall provide evidence that any subcontractor, if any, performing work or providing goods or service under the Contract has the same types and amounts of coverages as required by these specifications, at any timeherein or that the subcontractor is included under Contractor’s policy.

Notice of Cancellation. Each Consultant agrees to oblige its insurance policy agent or broker and insurers to provide to DISTRICT with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC DISTRICT and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to DISTRICT and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to DISTRICT for review. DISTRICT’s right to revise specifications. The DISTRICT reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANT, the DISTRICT and CONSULTANT may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate CONSULTANT’s compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadDISTRICT. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve DISTRICT reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICT. Timely notice of all claims. CONSULTANT shall give DISTRICT prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this Agreement, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications. Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any time.additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. EXHIBIT D REQUEST FOR PROPOSAL N/A EXHIBIT E CONSULTANT’S PROPOSAL

Notice of Cancellation. Each Consultant agrees to oblige its insurance policy agent or broker and insurers to provide to Agency with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC Agency and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to Agency and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. Consultant agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to Agency for review. Agency’s right to revise specifications. The Agency reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the Agency and Consultant may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate Consultant’s compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadAgency. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve Agency reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by Agency. Timely notice of all claims. Consultant shall give Agency prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications. Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any timeadditional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. REQUEST FOR QUALIFICATIONS ON-CALL CONSULTANTS - ENGINEERING FOR CITY OF SEASIDE Table of Contents Introduction 1 Proposal Requirements 1 Statement of Qualifications Submittal Requirements 2 Schedule for Selection Process 2 Questions Regarding This Project 3 Form of Agreement 3 Evaluation and Rating Criteria 3 PRELIMINARY SCOPE OF SERVICES 3 General Provisions 4 Non-Discrimination & Non-Preferential Treatment 6 Grounds for Disqualification 6 Records and Financial Data 6 Introduction The City of Seaside (City) seeks Request for Qualifications (RFQs) from qualified consulting firms or individuals to provide On-Call Engineering Services for miscellaneous undetermined projects. The selected engineering firms may be requested to help with the design of federal, state and locally funded capital improvement projects. The City intends to select multiple consultants for a three-year period, with the option of two (2) one-year extensions through mutual consent between the City and the chosen Consultant(s). Consultants do not need to be able to provide all services described in the “Preliminary Scope of Services,” below. Selection will be based on demonstrated expertise in providing support to the City of Seaside Public Works and Engineering Department.

Notice of Cancellation. Each Consultant agrees to oblige its insurance policy agent or broker and insurers to provide to AGENCY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC AGENCY and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to AGENCY and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to AGENCY for review. Agency’s right to revise specifications. The AGENCY reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANT, the AGENCY and CONSULTANT may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate CONSULTANT’s compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadAGENCY. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve AGENCY reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by AGENCY. Timely notice of all claims. CONSULTANT shall give AGENCY prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications, at any time.

Notice of Cancellation. Each Consultant agrees to oblige its insurance policy agent or broker and insurers to provide to DISTRICT with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC DISTRICT and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to DISTRICT and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to DISTRICT for review. DISTRICT’s right to revise specifications. The DISTRICT reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANT, the DISTRICT and CONSULTANT may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate CONSULTANT’s compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadDISTRICT. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve DISTRICT reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICT. Timely notice of all claims. CONSULTANT shall give DISTRICT prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this Agreement, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications. Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any time.additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. EXHIBIT D REQUEST FOR PROPOSAL See attached Proposal EXHIBIT E CONSULTANT’S PROPOSAL

Notice of Cancellation. Each Consultant agrees to oblige its insurance policy agent or broker and insurers to provide to Agency with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC Agency and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to Agency and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. Consultant agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to Agency for review. Agency’s right to revise specifications. The Agency reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the Agency and Consultant may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate Consultant’s compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadAgency. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve Agency reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by Agency. Timely notice of all claims. Consultant shall give Agency prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications. Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any time.additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. REQUEST FOR QUALIFICATIONS 2020 - TRAFFIC ENGINEERING SERVICES FOR CITY OF SEASIDE Table of Contents Introduction 1 Proposal Requirements 1 Statement of Qualifications Submittal Requirements 1 Schedule for Selection Process 2 Questions Regarding This Project 2 Form of Agreement 3 Evaluation and Rating Criteria 3 QUALIFICATIONS 3 PRELIMINARY SCOPE OF SERVICES 4 General Provisions 4 Non-Discrimination & Non-Preferential Treatment 6 Grounds for Disqualification 6 Records and Financial Data 6 Introduction The City of Seaside (City) seeks Statements of Qualifications (SOQs) from qualified firms to provide professional Traffic Engineering (consultant) services. The City intends to select up to three consultants for a three-year period, with the option of two (2) one-year extensions through mutual consent between the City and the chosen Consultant(s). Consultants do not need to be able to provide all services described in the “Preliminary Scope of Services,” below. Selection will be based on demonstrated expertise in providing support to the City of Seaside Public Works and Engineering Department. Proposal Requirements SOQs must be received by 3:00 PM November 10, 2020 at the following address: Xxxxx Xxxxx, City Engineer City of Seaside 000 Xxxxxxxx Xxxxxx Seaside, CA 93955 SOQ received after this deadline will not be accepted. The SOQ and any accompanying documents shall be submitted in a sealed envelope with the words “Traffic Engineering Services” clearly marked in the lower left-hand corner of the envelope. Three bound copies, plus one electronic copy submitted on CD, USB flash drive, or by email to xxxxxx@xx.xxxxxxx.xx.xx, containing an Adobe pdf copy, should be submitted. Statement of Qualifications Submittal Requirements The SOQ should include the following information:

Notice of Cancellation. Each CONSULTANT agrees to oblige its insurance policy agent or broker and insurers to provide to DISTRICT with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC DISTRICT and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to DISTRICT and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that CONSULTANT’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that may such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with CONSULTANTs, subcontractors, and others engaged in the project will be necessary submitted to affect this waiver DISTRICT for review. DISTRICT’s right to revise specifications. The DISTRICT reserves the right at any time during the term of subrogation but this provision applies regardless the contract to change the amounts and types of whether or not insurance required by giving the VCTC or Railroad have received a waiver CONSULTANT ninety (90) days advance written notice of subrogation endorsement from such change. If such change results in additional cost to the insurerCONSULTANT, the DISTRICT and CONSULTANT shall renegotiate CONSULTANT’s compensation prior to implementation of the change in the amounts and types of insurance required herein. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadDISTRICT. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve DISTRICT reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICT. Timely notice of all claims. CONSULTANT shall give DISTRICT prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications. Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any time.additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. EXHIBIT D CONSULTANT’S PROPOSAL

Notice of Cancellation. Each The Consultant agrees to maintain continuous, uninterrupted coverage for the duration of the Contract. There shall be no termination, cancellation, material change, potential exhaustion of aggregate limits or non-renewal of coverage without thirty (30) days written notice from Consultant to the City. If the insurance is canceled or terminated prior to completion of the Contract, Consultant shall immediately notify the City and provide a new policy required above with the same terms. Any failure to comply with this clause shall provide that coverage constitute a material breach of Contract and shall not be canceledgrounds for immediate termination of this Contract. Additional Insured: The liability insurance coverages, except Professional Liability, Errors and Omissions, or Workers’ Compensation, shall be without prejudice to coverage otherwise existing, and shall name the City of Portland and its bureaus/divisions, officers, agents and employees as Additional Insureds, with notice respect to the VCTC and Railroad. Waiver of Subrogation: Contractor hereby grants Consultant’s activities to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroadbe performed, or their respective officers, officials, employees, representatives, agents, products or volunteers, by virtue of the payment of services to be provided. Coverage shall be primary and non-contributory with any loss under such other insurance and self-insurance. Contractor agrees Notwithstanding the naming of additional insureds, the insurance shall protect each additional insured in the same manner as though a separate policy had been issued to obtain any endorsement that may be necessary each, but nothing herein shall operate to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from increase the insurer's liability as set forth elsewhere in the policy beyond the amount or amounts for which the insurer would have been liable if only one person or interest had been named as insured. Deductibles and Self-Insured RetentionsCertificate(s) of Insurance: Any deductibles or self-insured retentions must be declared to and approved by the VCTC and Railroad. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to Consultant shall provide proof of ability to pay any insurance through acceptable certificate(s) of insurance, including additional insured endorsement form(s) and all losses other relevant endorsements, to the City prior to the award of the Contract if required by the procurement documents (e.g., request for proposal), or at execution of Contract and related investigations, claim administration costs, and defense expenses within prior to any retentioncommencement of work or delivery of goods or services under the Contract. If any insurance policy includes a self-insured retention, nothing shall prevent any The Certificate(s) will specify all of the parties from satisfying or paying who are endorsed on the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability Additional Insureds (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retentionLoss Payees), such provisions must . Insurance coverages required under this Contract shall be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise obtained from insurance companies acceptable to the VCTC and Railroad. Verification City of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide themPortland. The VCTC Consultant shall pay for all deductibles and Railroad reserve premium. The City reserves the right to require require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage the required. Subconsultant(s): Consultant shall contractually require its Subconsultants to acquire and maintain in effect until full performance of their Work under this Contract, insurance equal to the minimum coverage limits required above. Ownership of Work Product All work product produced by the Consultant under this Contract is the exclusive property of the City upon payment in full to Consultant as set forth in this Contract. “Work Product” includes, but is not limited to research, reports, computer programs, manuals, drawings, recordings, photographs, artwork and any data or information in any form. The Consultant and the City intend that such Work Product shall be deemed “work made for hire” of which the City shall be deemed the author. If for any reason a Work Product is deemed not to be a “work made for hire,” the Consultant hereby irrevocably assigns and transfers to the City all right, title and interest in such work product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrines. Consultant shall obtain such interests and execute all documents necessary to fully vest such rights in the City. Consultant waives all rights relating to work product, including any rights arising under 17 USC 106A, or any other rights of authorship, identification or approval, restriction or limitation on use or subsequent modifications. If the Consultant is an architect, the Work Product is the property of the Consultant-Architect, and by execution of this Contract, the Consultant-Architect grants the City an exclusive and irrevocable license to use that Work Product. City’s alteration of Consultant’s Work Product or its use by City for any other purpose shall be at City’s sole risk. Notwithstanding the above, all pre-existing trademarks, services marks, patents, copyrights, trade secrets, and other proprietary rights of Consultant are and will remain the exclusive property of Consultant. Business Tax Registration The Consultant shall obtain a City of Portland business tax registration number as required by these specificationsPortland City Code (“PCC”) 7.02 prior to beginning work under this Contract. Successors in Interest The provisions of this Contract shall be binding upon and shall inure to the benefit of the parties hereto, at any timeand their respective successors and approved assigns.

Notice of Cancellation. Each CONSULTANT agrees to oblige its insurance policy agent or broker and insurers to provide to DISTRICT with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC DISTRICT and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to DISTRICT and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that CONSULTANT's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to Rev. 3/18 Page 13 of 15 MPRPD Design Professional Service Agreement monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with CONSULTANTs, subcontractors, and others engaged in the project will be submitted to DISTRICT for review. DISTRICT's right to revise specifications. The DISTRICT reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANT, the DISTRICT and CONSULTANT may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate CONSULTANT's compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadDISTRICT. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve DISTRICT reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICT. Timely notice of all claims. CONSULTANT shall give DISTRICT prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT's performance under this AGREEMENT, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications. Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any time.additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. Rev. 3/18 Page 14 of 15 MPRPD Design Professional Service Agreement EXHIBIT D CONSULTANT'S PROPOSAL See attached Proposal Rev. 3/18 Page 15 of 15 MPRPD Design Professional Service Agreement PA GE & TUR NBULL C ! ' , • ,. I hrr>ugh rJ,-. ,i· 'f •me I u• ,· l leet-ino•ogy May 18, 2020 Xxxxxx Xxxxx General Manager Monterey Peninsula Regional Park District 0000 Xxxxxx Xxxxxx Xx. Xxxxxx, XX 00000 xxxxx@xxxxx.xxx 831 .373.31 96, ext 101 RE: MPRPD Rancho Canada Park Gateway A-E Services (Revision 4) [181 98A] Dear Xxxxxx, Thank you for considering Page & Xxxxxxxx to continue our work with you, performing Design and Construction Administration Services for the Monterey Peninsula Regional Park District. Following our programming study at the Park Gateway Study, we are pleased to present the following proposal for Schematic through Construction Administration services for the Visitor Structures identified within the Park Gateway Programming Report dated August 2019 for Palo Corona Regional Park. We are excited to work with you and your team to bring MPRPD's vision of enhancing the public connectivity to the park to fruition. The visitor structures established within the programming report include:

Notice of Cancellation. Each CONTRACTOR agrees to oblige its insurance policy agent or broker and insurers to provide to AGENCY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC AGENCY and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to AGENCY and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that CONTRACTOR’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONTRACTOR agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or involved in the project by CONTRACTOR, provide the same minimum insurance coverage and endorsements required of CONTRACTOR. CONTRACTOR agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONTRACTOR agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to AGENCY for review. Agency’s right to revise requirements. The AGENCY reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONTRACTOR a ninety (90) day advance written notice of such change. If such change results in substantial additional cost to the CONTRACTOR, the AGENCY and CONTRACTOR may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate CONTRACTOR’s compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadAGENCY. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve AGENCY reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by AGENCY. Timely notice of all claims. CONTRACTOR shall give AGENCY prompt and timely notice of claims made or suits instituted that arise out of or result from CONTRACTOR’s performance under this Agreement, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications. Additional insurance. CONTRACTOR shall also procure and maintain, at its own cost and expense, any timeadditional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work.

Notice of Cancellation. Each Consultant agrees to oblige its insurance policy agent or broker and insurers to provide to AGENCY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required above coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that coverage shall not be canceled, except with notice to the VCTC AGENCY and Railroad. Waiver of Subrogation: Contractor hereby grants to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroad, or their respective its officers, officials, employees, representatives, and agents, or volunteers, by virtue and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the payment coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any loss under such insurancekind that has not been first submitted to AGENCY and approved of in writing. Contractor Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees to obtain ensure that its subconsultants, subcontractors, and any endorsement other party involved with the project who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to AGENCY for review. Agency’s right to revise specifications. The AGENCY reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANT, the AGENCY and CONSULTANT may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from the insurerrenegotiate CONSULTANT’s compensation. Deductibles and Self-Insured Retentions: insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the VCTC and RailroadAGENCY. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to provide proof of ability to pay any and all losses and related investigations, claim administration costs, and defense expenses within any retention. If any insurance policy includes a self-insured retention, nothing shall prevent any of the parties from satisfying or paying the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retention), such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the VCTC and Railroad. Verification of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide them. The VCTC and Railroad reserve AGENCY reserves the right to require completethat self-insured retentions be eliminated, certified copies lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by AGENCY. Timely notice of all claims. CONSULTANT shall give AGENCY prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required insurance liability policies, including endorsements required by these specifications. Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any timeadditional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. EXHIBIT D VERIFICATION OF COMPLIANCE WITH ECONOMIC SANCTIONS IN RESPONSE TO RUSSIA’S ACTIONS IN UKRAINE Per California Executive Order N-6-22, the City of Imperial is required to assure that all contractors doing business with the City of Imperial are in compliance with economic sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as sanctions imposed under state law, if any. Please execute this document to verify current compliance of contractor with Executive Order N-6-22 and to ensure that this project will be in compliance with Executive Order N-6-22. NOTICE: Having conducted a good faith review, I attest that the contractor submitting this Request for Proposal is in compliance with the economic sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as sanctions imposed under state law, if any. Further, I attest that I am aware of Executive Order N-6-22 and agree monitor the project to ensure the project remains in compliance with Executive Order N-6-22. [INSERT SIGNATURE HERE] Note that responses may be subject to disclosure under the California Public Records Act. Accordingly, it is within the discretion of the respondent to determine what information to provide. Additionally, please do not include any confidential information or disclosures that could pose security risks.

Notice of Cancellation. Each The Consultant agrees to maintain continuous, uninterrupted coverage for the duration of the Contract. There shall be no termination, cancellation, material change, potential exhaustion of aggregate limits or non-renewal of coverage without thirty (30) days written notice from Consultant to the City. If the insurance is canceled or terminated prior to completion of the Contract, Consultant shall immediately notify the City and provide a new policy required above with the same terms. Any failure to comply with this clause shall provide that coverage constitute a material breach of Contract and shall not be canceledgrounds for immediate termination of this Contract. Additional Insured: The liability insurance coverages, except Professional Liability, Errors and Omissions, or Workers’ Compensation, shall be without prejudice to coverage otherwise existing, and shall name the City of Portland and its bureaus/divisions, officers, agents and employees as Additional Insureds, with notice respect to the VCTC and Railroad. Waiver of Subrogation: Contractor hereby grants Consultant’s activities to the VCTC and Railroad a waiver of any right to subrogation which any insurer may acquire against the VCTC or Railroadbe performed, or their respective officers, officials, employees, representatives, agents, products or volunteers, by virtue of the payment of services to be provided. Coverage shall be primary and non-contributory with any loss under such other insurance and self-insurance. Contractor agrees Notwithstanding the naming of additional insureds, the insurance shall protect each additional insured in the same manner as though a separate policy had been issued to obtain any endorsement that may be necessary each, but nothing herein shall operate to affect this waiver of subrogation but this provision applies regardless of whether or not the VCTC or Railroad have received a waiver of subrogation endorsement from increase the insurer's liability as set forth elsewhere in the policy beyond the amount or amounts for which the insurer would have been liable if only one person or interest had been named as insured. Deductibles and Self-Insured RetentionsCertificate(s) of Insurance: Any deductibles or self-insured retentions must be declared to and approved by the VCTC and Railroad. The VCTC and Railroad may require Contractor to purchase coverage with a lower deductible or retention or to Consultant shall provide proof of ability to pay any insurance through acceptable certificate(s) of insurance, including additional insured endorsement form(s) and all losses other relevant endorsements, to the City prior to the award of the Contract if required by the procurement documents (e.g., request for proposal), or at execution of Contract and related investigations, claim administration costs, and defense expenses within prior to any retentioncommencement of work or delivery of goods or services under the Contract. If any insurance policy includes a self-insured retention, nothing shall prevent any The Certificate(s) will specify all of the parties from satisfying or paying who are endorsed on the self-insured retention. If any insurance policy states that the self-insured retention must be paid by a named insured as a precondition of the insurer’s liability Additional Insureds (or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers, do not serve to satisfy the self-insured retentionLoss Payees), such provisions must . Insurance coverages required under this Contract shall be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise obtained from insurance companies acceptable to the VCTC and Railroad. Verification City of Coverage: Contractor shall furnish the VCTC and Railroad with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the VCTC and Railroad before commencement of any Work on the Property; provided, however, that any failure to obtain the required documents prior to the commencement of the Work on the Property shall not diminish Contractor’s obligation to provide themPortland. The VCTC Consultant shall pay for all deductibles and Railroad reserve premium. The City reserves the right to require require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage the required. Subconsultant(s): Consultant shall contractually require its Subconsultants to acquire and maintain in effect until full performance of their Work under this Contract, insurance equal to the minimum coverage limits required above. Ownership of Work Product Subject to complete payment to Consultant as required under the terms of the Contract, all work product produced by the Consultant under this Contract shall become the exclusive property of the City upon payment in full to Consultant as set forth in this Contract. “Work Product” includes, but is not limited to research, reports, computer programs, manuals, drawings, recordings, photographs, artwork and any data or information in any form. The Consultant and the City intend that such Work Product shall be deemed “work made for hire” of which the City shall be deemed the author. If for any reason a Work Product is deemed not to be a “work made for hire,” the Consultant hereby irrevocably assigns and transfers to the City all right, title and interest in such work product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrines. Consultant shall obtain such interests and execute all documents necessary to fully vest such rights in the City. Consultant waives all rights relating to work product, including any rights arising under 17 USC 106A, or any other rights of authorship, identification or approval, restriction or limitation on use or subsequent modifications. If the Consultant is an architect, the Work Product is the property of the Consultant-Architect, and by execution of this Contract, the Consultant-Architect grants the City an exclusive and irrevocable license to use that Work Product. City’s alteration of Consultant’s Work Product or its use by City for any other purpose shall be at City’s sole risk. Notwithstanding the above, all pre-existing trademarks, services marks, patents, copyrights, trade secrets, and other proprietary rights of Consultant are and will remain the exclusive property of Consultant. Business Tax Registration The Consultant shall obtain a City of Portland business tax registration number as required by these specificationsPortland City Code (“PCC”) 7.02 prior to beginning work under this Contract. Successors in Interest The provisions of this Contract shall be binding upon and shall inure to the benefit of the parties hereto, at any timeand their respective successors and approved assigns.