Common use of Notice of Cancellation Clause in Contracts

Notice of Cancellation. Consultant agrees to oblige its insurance 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT and its officers, officials, employees, and 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 DISTRICT 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 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 ensure that its subconsultants, subcontractors, and any 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 renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICT. DISTRICT reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. 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 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. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT E

Notice of Cancellation. Consultant Contractor agrees to oblige its insurance agent or broker and insurers to provide to DISTRICT 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT CITY and its their officers, officials, employees, agents and agents, and authorized volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella excess 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 DISTRICT 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 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 ensure that its subconsultants, subcontractors, and any 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 CITY's right to revise specificationsrequirements. The DISTRICT 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 Contractor a ninety (90) days 90)-day advance written notice of such change. If such change results in substantial additional cost to the CONSULTANTContractor, the DISTRICT CITY and CONSULTANT Contractor may renegotiate CONSULTANT’s Contractor's compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICTCITY. DISTRICT CITY reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICTCITY. Timely notice of claims. CONSULTANT Contractor shall give DISTRICT CITY prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. Additional insurance. CONSULTANT 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 workWork. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT EContractor 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 such agreement will not impose any liability on CITY, or its employees. If contractor is a Limited Liability Company, 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. Consultant agrees to oblige its insurance 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT and its officers, officials, employees, and 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 DISTRICT 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 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 ensure that its subconsultants, subcontractors, and any 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 renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICT. DISTRICT reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. 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 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. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT E.

Notice of Cancellation. The Consultant agrees to oblige its insurance agent maintain continuous, uninterrupted coverage for the duration of the Contract. There shall be no termination, cancellation, material change, potential exhaustion of aggregate limits or broker and insurers to provide to DISTRICT with a non renewal of coverage without thirty (30) day days written notice from Consultant to the City. If the insurance is canceled or terminated prior to completion of cancellation (except the Contract, Consultant 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 nonpayment for which a ten (10) day notice is required) or nonrenewal immediate termination of coverage for each required coveragethis Contract. Additional insured status. General Insured: The liability policies insurance coverages, except Professional Liability, Errors and Omissions, or Workers’ Compensation, shall provide or be endorsed without prejudice to provide that DISTRICT coverage otherwise existing, and shall name the City of Portland and its bureaus/divisions, officers, officialsagents and employees as Additional Insureds, employees, and 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 DISTRICT 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 apply separately to each insured against whom claim is made or suit is brought, except with respect to the Consultant’s activities to be performed, or products or services to be provided. Coverage shall be primary and non-contributory with any 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 each, but nothing herein shall operate to increase the insurer’s limits '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. Certificate(s) of liabilityInsurance: Consultant shall provide proof of insurance through acceptable certificate(s) of insurance, including additional insured endorsement form(s) and all 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 prior to any commencement of work or delivery of goods or services under the Contract. The policy(iesCertificate(s) will specify all of the parties who are endorsed on the policy as Additional Insureds (or Loss Payees). Insurance coverages required under this Contract shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees be obtained from insurance companies acceptable to ensure that its subconsultants, subcontractors, and any 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 City 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 specificationsPortland. The DISTRICT reserves the right at any time during the term of the contract to change the amounts Consultant shall pay for all deductibles and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such changepremium. If such change results in substantial additional cost to the CONSULTANT, the DISTRICT and CONSULTANT may renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICT. DISTRICT The City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. 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 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 maintainrequire, at its own cost any time, complete, certified copies of 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 expense, any additional kinds amounts of insurance, which in its own judgment may be necessary for its proper protection and prosecution of coverages as required herein or that the work. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT Esubconsultant is included under Consultant’s policy.

Notice of Cancellation. The Consultant agrees to oblige its insurance agent maintain continuous, uninterrupted coverage for the duration of the Contract. There shall be no termination, cancellation, material change, potential exhaustion of aggregate limits or broker and insurers to provide to DISTRICT with a non-renewal of coverage without thirty (30) day days written notice from Consultant to the City. If the insurance is canceled or terminated prior to completion of cancellation (except the Contract, Consultant 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 nonpayment for which a ten (10) day notice is required) or nonrenewal immediate termination of coverage for each required coveragethis Contract. Additional insured status. General Insured: The liability policies insurance coverages, except Professional Liability, Errors and Omissions, or Workers’ Compensation, shall provide or be endorsed without prejudice to provide that DISTRICT coverage otherwise existing, and shall name the City of Portland and its bureaus/divisions, officers, officialsagents and employees as Additional Insureds, employees, and 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 DISTRICT 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 apply separately to each insured against whom claim is made or suit is brought, except with respect to the Consultant’s activities to be performed, or products or services to be provided. Coverage shall be primary and non-contributory with any 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 each, but nothing herein shall operate to increase the insurer’s limits '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. Certificate(s) of liabilityInsurance: Consultant shall provide proof of insurance through acceptable certificate(s) of insurance, including additional insured endorsement form(s) and all 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 prior to any commencement of work or delivery of goods or services under the Contract. The policy(iesCertificate(s) will specify all of the parties who are endorsed on the policy as Additional Insureds (or Loss Payees). Insurance coverages required under this Contract shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees be obtained from insurance companies acceptable to ensure that its subconsultants, subcontractors, and any 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 City 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 specificationsPortland. The DISTRICT reserves the right at any time during the term of the contract to change the amounts Consultant shall pay for all deductibles and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such changepremium. If such change results in substantial additional cost to the CONSULTANT, the DISTRICT and CONSULTANT may renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICT. DISTRICT The City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. 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 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 maintainrequire, at its own cost any time, complete, certified copies of 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 expense, any additional kinds amounts of insurance, which in its own judgment may be necessary for its proper protection and prosecution of coverages as required herein or that the work. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT Esubconsultant is included under Consultant’s policy.

Notice of Cancellation. The Consultant agrees to oblige its insurance agent maintain continuous, uninterrupted coverage for the duration of the Contract. There shall be no termination, cancellation, material change, potential exhaustion of aggregate limits or broker and insurers to provide to DISTRICT with a non-renewal of coverage without thirty (30) day days written notice from Consultant to the City. If the insurance is canceled or terminated prior to completion of cancellation (except the Contract, Consultant 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 nonpayment for which a ten (10) day notice is required) or nonrenewal immediate termination of coverage for each required coveragethis Contract. Additional insured status. General Insured: The liability policies insurance coverages, except Professional Liability, Errors and Omissions, or Workers’ Compensation, shall provide or be endorsed without prejudice to provide that DISTRICT coverage otherwise existing, and shall name the City of Portland and its bureaus/divisions, officers, officialsagents and employees as Additional Insureds, employees, and 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 DISTRICT 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 apply separately to each insured against whom claim is made or suit is brought, except with respect to the Consultant’s activities to be performed, or products or services to be provided. Coverage shall be primary and non-contributory with any 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 each, but nothing herein shall operate to increase the insurer’s limits '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. Certificate(s) of liabilityInsurance: Consultant shall provide proof of insurance through acceptable certificate(s) of insurance, including additional insured endorsement form(s) and all 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 prior to any commencement of work or delivery of goods or services under the Contract. The policy(iesCertificate(s) will specify all of the parties who are endorsed on the policy as Additional Insureds (or Loss Payees). Insurance coverages required under this Contract shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees be obtained from insurance companies acceptable to ensure that its subconsultants, subcontractors, and any 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 City 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 specificationsPortland. The DISTRICT reserves the right at any time during the term of the contract to change the amounts Consultant shall pay for all deductibles and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such changepremium. If such change results in substantial additional cost to the CONSULTANT, the DISTRICT and CONSULTANT may renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICT. DISTRICT The City reserves the right to require, at any time, complete, certified copies of required insurance policies, including endorsements evidencing the coverage the required. Subconsultant(s): Consultant shall contractually require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered its Subconsultants to comply with these specifications unless approved by DISTRICT. Timely notice acquire and maintain in effect until full performance of 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 their Work under this AgreementContract, and that involve or may involve insurance equal to the minimum coverage under any of the limits 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. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT Eabove.

Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to DISTRICT 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT Agency and its officers, officials, employees, and 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 DISTRICT Agency 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 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 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 CONSULTANTConsultant, provide the same minimum insurance coverage and endorsements required of CONSULTANTConsultant. 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 Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to DISTRICT Agency for review. DISTRICTAgency’s right to revise specifications. The DISTRICT 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 Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANTConsultant, the DISTRICT Agency and CONSULTANT Consultant may renegotiate CONSULTANTConsultant’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICTAgency. DISTRICT Agency reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICTAgency. Timely notice of claims. CONSULTANT Consultant shall give DISTRICT Agency prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANTConsultant’s performance under this AgreementAGREEMENT, 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. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT E.

Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to DISTRICT 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT Agency and its officers, officials, employees, and 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 DISTRICT Agency 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 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 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 CONSULTANTConsultant, provide the same minimum insurance coverage and endorsements required of CONSULTANTConsultant. 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 Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to DISTRICT Agency for review. DISTRICTAgency’s right to revise specifications. The DISTRICT 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 Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANTConsultant, the DISTRICT Agency and CONSULTANT Consultant may renegotiate CONSULTANTConsultant’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICTAgency. DISTRICT Agency reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICTAgency. Timely notice of claims. CONSULTANT Consultant shall give DISTRICT Agency prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANTConsultant’s performance under this AgreementAGREEMENT, and that involve or may involve coverage under any of the required liability policies. Additional insurance. CONSULTANT 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. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT EQUALIFICATIONS 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. The Consultant agrees to oblige its insurance agent maintain continuous, uninterrupted coverage for the duration of the Contract. There shall be no termination, cancellation, material change, potential exhaustion of aggregate limits or broker and insurers to provide to DISTRICT with a non-renewal of coverage without thirty (30) day days written notice from Consultant to the City. If the insurance is canceled or terminated prior to completion of cancellation (except the Contract, Consultant 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 nonpayment for which a ten (10) day notice is required) or nonrenewal immediate termination of coverage for each required coveragethis Contract. Additional insured status. General Insured: The liability policies insurance coverages, except Professional Liability, Errors and Omissions, or Workers’ Compensation, shall provide or be endorsed without prejudice to provide that DISTRICT coverage otherwise existing, and shall name the City of Portland and its bureaus/divisions, officers, officialsagents and employees as Additional Insureds, employees, and 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 DISTRICT 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 apply separately to each insured against whom claim is made or suit is brought, except with respect to the Consultant’s activities to be performed, or products or services to be provided. Coverage shall be primary and non-contributory with any 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 each, but nothing herein shall operate to increase the insurer’s limits '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. Certificate(s) of liabilityInsurance: Consultant shall provide proof of insurance through acceptable certificate(s) of insurance, including additional insured endorsement form(s) and all 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 prior to any commencement of work or delivery of goods or services under the Contract. The policy(iesCertificate(s) will specify all of the parties who are endorsed on the policy as Additional Insureds (or Loss Payees). Insurance coverages required under this Contract shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees be obtained from insurance companies acceptable to ensure that its subconsultants, subcontractors, and any 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 City 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 specificationsPortland. The DISTRICT reserves the right at any time during the term of the contract to change the amounts Consultant shall pay for all deductibles and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such changepremium. If such change results in substantial additional cost to the CONSULTANT, the DISTRICT and CONSULTANT may renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICT. DISTRICT The City reserves the right to require, at any time, complete, certified copies of 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 self-insured retentions such Work Product shall be eliminateddeemed “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, loweredtitle and interest in such work product, whether arising from copyright, patent, trademark, trade secret, or replaced 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 deductible. Self-insurance will not be considered City of Portland business tax registration number as required by Portland City Code (“PCC”) 7.02 prior to comply with these specifications unless approved by DISTRICT. Timely notice of 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 beginning work under this AgreementContract. Successors in Interest The provisions of this Contract shall be binding upon and shall inure to the benefit of the parties hereto, and that involve or may involve coverage under any of the required liability policies. Additional insurance. CONSULTANT shall also procure their respective successors 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. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT Eapproved assigns.

Notice of Cancellation. Consultant CONSULTANT agrees to oblige its insurance 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT and its officers, officials, employees, and 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 DISTRICT and approved of in writing. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s 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 '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 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 consultantsCONSULTANTs, subcontractors, and others engaged in the project will be submitted to DISTRICT for review. DISTRICT’s '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 renegotiate CONSULTANT’s 's compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICT. DISTRICT reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. 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 timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s 's performance under this AgreementAGREEMENT, 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. Rev. 3/18 Page 14 of 15 MPRPD Design Professional Service Agreement EXHIBIT D REQUEST FOR CONSULTANT'S PROPOSAL EXHIBIT ESee 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. The Consultant agrees to oblige its insurance agent maintain continuous, uninterrupted coverage for the duration of the Contract. There shall be no termination, cancellation, material change, potential exhaustion of aggregate limits or broker and insurers to provide to DISTRICT with a non-renewal of coverage without thirty (30) day calendar days written notice from Consultant to the City. If the insurance is canceled or terminated prior to completion of cancellation (except the Contract, Consultant 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 nonpayment for which a ten (10) day notice is required) or nonrenewal immediate termination of coverage for each required coveragethis Contract. Additional insured status. General Insured: The liability policies insurance coverages, except Professional Liability, Errors and Omissions, or Workers’ Compensation, shall provide or be endorsed without prejudice to provide that DISTRICT coverage otherwise existing, and shall name the City of Portland and its bureaus/divisions, officers, officialsagents and employees as Additional Insureds, employees, and 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 DISTRICT 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 apply separately to each insured against whom claim is made or suit is brought, except with respect to the Consultant’s activities to be performed, or products or services to be provided. Coverage shall be primary and non-contributory with any 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 each, but nothing herein shall operate to increase the insurer’s limits '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. Certificate(s) of liabilityInsurance: Consultant shall provide proof of insurance through acceptable certificate(s) of insurance, including additional insured endorsement form(s) and all 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 prior to any commencement of work or delivery of goods or services under the Contract. The policy(iesCertificate(s) will specify all of the parties who are endorsed on the policy as Additional Insureds (or Loss Payees). Insurance coverages required under this Contract shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees be obtained from insurance companies acceptable to ensure that its subconsultants, subcontractors, and any 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 City 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 specificationsPortland. The DISTRICT reserves the right at any time during the term of the contract to change the amounts Consultant shall pay for all deductibles and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such changepremium. If such change results in substantial additional cost to the CONSULTANT, the DISTRICT and CONSULTANT may renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICT. DISTRICT The City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. 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 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 maintainrequire, at its own cost any time, complete, certified copies of 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 expense, any additional kinds amounts of insurance, which in its own judgment may be necessary for its proper protection and prosecution of coverages as required herein or that the work. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT Esubconsultant is included under Consultant’s policy.

Notice of Cancellation. Consultant COLLECTIVE shall provide 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 forthwith obtain and submit proof of substitute insurance. Waiver of Subrogation COLLECTIVE hereby grants to City of Fortuna a waiver of any right to subrogation, which any insurer of said COLLECTIVE may acquire against the City by virtue of the payment of any loss under such insurance. COLLECTIVE agrees to oblige its insurance agent obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or broker and insurers to provide to DISTRICT not the City has received a waiver of subrogation endorsement from the insurer. However, the Workers’ Compensation policy shall be endorsed with a thirty (30) day notice waiver of cancellation (except subrogation in favor of the City for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT and all work performed by the COLLECTIVE, its officers, officials, employees, agents and 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 DISTRICT 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 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 ensure that its subconsultants, subcontractors, and any 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 renegotiate CONSULTANT’s compensation. Self-insured retentions. Any selfInsured Retentions Self-insured retentions must be declared to and approved by DISTRICTthe City. DISTRICT The City may require the COLLECTIVE to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. Acceptability of 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 City. Verification of Coverage COLLECTIVE shall furnish the City with original 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. However, failure to obtain the required documents prior to disbursement of the Award shall not waive the COLLECTIVE’s obligation to provide them. The City reserves the right to require that self-insured retentions be eliminatedcomplete, loweredcertified copies of all required insurance policies, or replaced including endorsements required by a deductible. 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 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 maintainspecifications, 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 worktime. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT EExhibit B

Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to DISTRICT 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT AGENCY and its officers, officials, employees, and 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 DISTRICT AGENCY 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 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 ensure that its subconsultants, subcontractors, and any 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 AGENCY for review. DISTRICTAgency’s right to revise specifications. The DISTRICT 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 DISTRICT AGENCY and CONSULTANT may renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICTAGENCY. DISTRICT AGENCY reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICTAGENCY. Timely notice of claims. CONSULTANT shall give DISTRICT AGENCY prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AgreementAGREEMENT, 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. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT E.

Notice of Cancellation. Consultant CONSULTANT agrees to oblige its insurance 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT and its officers, officials, employees, and 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 DISTRICT and approved of in writing. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s 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 '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 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 such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with consultantsCONSULTANTs, subcontractors, and others engaged in the project will be submitted to DISTRICT for review. DISTRICT’s '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 shall renegotiate CONSULTANT’s compensation's compensation prior to implementation of the change in the amounts and types of insurance required herein. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICT. DISTRICT reserves the right to require that self-insured retentions be eliminated, loweredlowered , or replaced by a deductible. 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 timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s 's performance under this AgreementAGREEMENT, 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. Rev. 3/18 Page 15 of 16 MPRPD Design Professional Service Agreement EXHIBIT D REQUEST FOR CONSULTANT'S PROPOSAL EXHIBIT ESee 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. Consultant agrees to oblige its insurance agent or broker and insurers to provide to DISTRICT 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT the City and its officers, officials, employees, and 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 DISTRICT the 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 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 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 CONSULTANTConsultant, provide the same minimum insurance coverage and endorsements required of CONSULTANTConsultant. 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 Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to DISTRICT the City for review. DISTRICTCity’s right to revise specifications. The DISTRICT 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 Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANTConsultant, the DISTRICT City and CONSULTANT Consultant may renegotiate CONSULTANTConsultant’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICTthe City. DISTRICT The City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICTthe City. Timely notice of claims. CONSULTANT Consultant shall give DISTRICT the City prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANTConsultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. Additional insurance. CONSULTANT Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment judgement may be necessary for its proper protection and prosecution of the work. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT E

Notice of Cancellation. Consultant CONSULTANT agrees to oblige its insurance 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT and its officers, officials, employees, and 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 DISTRICT and approved of in writing. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that ConsultantCONSULTANT’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 ensure that its subconsultants, subcontractors, and any 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 consultantsCONSULTANTs, 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 renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICT. DISTRICT reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. 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 timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AgreementAGREEMENT, 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. EXHIBIT D REQUEST FOR PROPOSAL PROPOSALS See attached EXHIBIT EE CONSULTANT’S PROPOSAL

Notice of Cancellation. Consultant agrees to oblige its insurance 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT and its officers, officials, employees, and 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 DISTRICT 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 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 ensure that its subconsultants, subcontractors, and any 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 renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICT. DISTRICT reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. 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 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. EXHIBIT D REQUEST FOR PROPOSAL See attached. EXHIBIT EE CONSULTANT’S PROPOSAL

Notice of Cancellation. Consultant agrees to oblige its insurance 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT and its officers, officials, employees, and 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 DISTRICT 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 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 ensure that its subconsultants, subcontractors, and any 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 renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICT. DISTRICT reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. 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 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. EXHIBIT D REQUEST FOR PROPOSAL See attached RFP EXHIBIT EE CONSULTANT’S PROPOSAL

Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to DISTRICT 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT CITY and its officers, officials, employees, and 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 DISTRICT 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 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 ensure that its subconsultants, subcontractors, and any 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 CITY for review. DISTRICT’s CITY's right to revise specifications. The DISTRICT 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 DISTRICT CITY and CONSULTANT may renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICTCITY. DISTRICT CITY reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICTCITY. Timely notice of claims. CONSULTANT shall give DISTRICT CITY prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AgreementAGREEMENT, 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. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT ECITY 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. Consultant CONSULTANT agrees to oblige its insurance 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT and its officers, officials, employees, and 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 DISTRICT and approved of in writing. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that ConsultantCONSULTANT’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 ensure that its subconsultants, subcontractors, and any 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 consultantsCONSULTANTs, 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 renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICT. DISTRICT reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. 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 timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AgreementAGREEMENT, 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. EXHIBIT D REQUEST FOR PROPOSAL PROPOSALS EXHIBIT E

Notice of Cancellation. Consultant agrees to oblige its Each insurance 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 policy required coverage. Additional insured status. General liability policies 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 be endorsed to provide that DISTRICT and its Railroad, or their respective officers, officials, employees, and representatives, agents, and volunteers shall be additional insureds or volunteers, by virtue of the payment of any loss under such policiesinsurance. This Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation but this provision shall also apply to any excess/umbrella liability policies. Prohibition applies regardless of undisclosed coverage limitations. None whether or not the VCTC or Railroad have received a waiver of the coverages required herein will be in compliance with these requirements if they include any limiting subrogation endorsement of any kind that has not been first submitted to DISTRICT 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 apply separately to each insured against whom claim is made or suit is brought, except with respect to from 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, Deductibles and any 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 renegotiate CONSULTANT’s compensation. Self-insured retentions. Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by DISTRICTthe VCTC and Railroad. DISTRICT reserves 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 that self-insured retentions be eliminatedcomplete, loweredcertified copies of all required insurance policies, or replaced including endorsements required by a deductible. 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 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 maintainspecifications, 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. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT Etime.

Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to DISTRICT 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT City and its officers, officials, employees, and 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 DISTRICT 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 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 ensure that its subconsultants, subcontractors, and any 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 City for review. DISTRICTCity’s right to revise specifications. The DISTRICT 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 DISTRICT City and CONSULTANT may renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICTCity. DISTRICT City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICTCity. Timely notice of claims. CONSULTANT shall give DISTRICT 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. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT E

Notice of Cancellation. Consultant agrees to oblige its insurance 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT and its officers, officials, employees, and 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 DISTRICT 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 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 ensure that its subconsultants, subcontractors, and any 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 renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICT. DISTRICT reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. 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 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. EXHIBIT D REQUEST FOR PROPOSAL See attached Proposal EXHIBIT EE CONSULTANT’S PROPOSAL

Notice of Cancellation. Consultant CONSULTANT agrees to oblige its insurance 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT and its officers, officials, employees, and 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 DISTRICT and approved of in writing. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that ConsultantCONSULTANT’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 ensure that its subconsultants, subcontractors, and any 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 consultantsCONSULTANTs, 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 shall renegotiate CONSULTANT’s compensationcompensation prior to implementation of the change in the amounts and types of insurance required herein. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICT. DISTRICT reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. 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 timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AgreementAGREEMENT, 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. EXHIBIT D REQUEST FOR PROPOSAL PROPOSALS See attached Request for Proposals EXHIBIT EE CONSULTANT’S PROPOSAL

Notice of Cancellation. Consultant CONSULTANT agrees to oblige its insurance 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT and its officers, officials, employees, and 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 DISTRICT and approved of in writing. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that ConsultantCONSULTANT’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 ensure that its subconsultants, subcontractors, and any 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 consultantsCONSULTANTs, 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 shall renegotiate CONSULTANT’s compensationcompensation prior to implementation of the change in the amounts and types of insurance required herein. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICT. DISTRICT reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. 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 timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AgreementAGREEMENT, 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. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT ECONSULTANT’S PROPOSAL

Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to DISTRICT 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT AGENCY and its officers, officials, employees, and 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 DISTRICT AGENCY 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 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 ensure that its subconsultants, subcontractors, and any 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 AGENCY for review. DISTRICTAgency’s right to revise specifications. The DISTRICT 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 DISTRICT AGENCY and CONSULTANT may renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICTAGENCY. DISTRICT AGENCY reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICTAGENCY. Timely notice of claims. CONSULTANT shall give DISTRICT AGENCY prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AgreementAGREEMENT, 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. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT EVERIFICATION 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. The Consultant agrees to oblige its insurance agent maintain continuous, uninterrupted coverage for the duration of the Contract. There shall be no termination, cancellation, material change, potential exhaustion of aggregate limits or broker and insurers to provide to DISTRICT with a non-renewal of coverage without thirty (30) day days written notice from Consultant to the City. If the insurance is canceled or terminated prior to completion of cancellation (except the Contract, Consultant 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 nonpayment for which a ten (10) day notice is required) or nonrenewal immediate termination of coverage for each required coveragethis Contract. Additional insured status. General Insured: The liability policies insurance coverages, except Professional Liability, Errors and Omissions, or Workers’ Compensation, shall provide or be endorsed without prejudice to provide that DISTRICT coverage otherwise existing, and shall name the City of Portland and its bureaus/divisions, officers, officialsagents and employees as Additional Insureds, employees, and 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 DISTRICT 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 apply separately to each insured against whom claim is made or suit is brought, except with respect to the Consultant’s activities to be performed, or products or services to be provided. Coverage shall be primary and non-contributory with any 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 each, but nothing herein shall operate to increase the insurer’s limits '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. Certificate(s) of liabilityInsurance: Consultant shall provide proof of insurance through acceptable certificate(s) of insurance, including additional insured endorsement form(s) and all 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 prior to any commencement of work or delivery of goods or services under the Contract. The policy(iesCertificate(s) will specify all of the parties who are endorsed on the policy as Additional Insureds (or Loss Payees). Insurance coverages required under this Contract shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees be obtained from insurance companies acceptable to ensure that its subconsultants, subcontractors, and any 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 City 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 specificationsPortland. The DISTRICT reserves the right at any time during the term of the contract to change the amounts Consultant shall pay for all deductibles and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such changepremium. If such change results in substantial additional cost to the CONSULTANT, the DISTRICT and CONSULTANT may renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICT. DISTRICT The City reserves the right to require, at any time, complete, certified copies of 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 self-insured retentions such Work Product shall be eliminateddeemed “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, loweredtitle and interest in such work product, whether arising from copyright, patent, trademark, trade secret, or replaced 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 deductible. Self-insurance will not be considered City of Portland business tax registration number as required by Portland City Code (“PCC”) 7.02 prior to comply with these specifications unless approved by DISTRICT. Timely notice of 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 beginning work under this AgreementContract. Successors in Interest The provisions of this Contract shall be binding upon and shall inure to the benefit of the parties hereto, and that involve or may involve coverage under any of the required liability policies. Additional insurance. CONSULTANT shall also procure their respective successors 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. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT Eapproved assigns.

Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to DISTRICT 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT CITY and its officers, officials, employees, and 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 DISTRICT 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 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 ensure that its subconsultants, subcontractors, and any 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 CITY for review. DISTRICTCITY’s right to revise specifications. The DISTRICT 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 DISTRICT CITY and CONSULTANT may renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICTCITY. DISTRICT CITY reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICTCITY. Timely notice of claims. CONSULTANT shall give DISTRICT CITY prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AgreementAGREEMENT, 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. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT E

Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to DISTRICT 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT CITY and its officers, officials, employees, and 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 DISTRICT 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 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 ensure that its subconsultants, subcontractors, and any 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 CITY for review. DISTRICT’s CITY's right to revise specifications. The DISTRICT 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 DISTRICT CITY and CONSULTANT may renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICTCITY. DISTRICT CITY reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICTCITY. Timely notice of claims. CONSULTANT shall give DISTRICT CITY prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AgreementAGREEMENT, 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. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT ECITY 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. Consultant CONSULTANT agrees to oblige its insurance 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT and its officers, officials, employees, and 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 DISTRICT and approved of in writing. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that ConsultantCONSULTANT’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 ensure that its subconsultants, subcontractors, and any 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 consultantsCONSULTANTs, 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 renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICT. DISTRICT reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. 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 timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AgreementAGREEMENT, 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. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT ECONSULTANT’S PROPOSAL

Notice of Cancellation. Consultant agrees to oblige its insurance 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT and its officers, officials, employees, and 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 DISTRICT 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 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 ensure that its subconsultants, subcontractors, and any 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 renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICT. DISTRICT reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. 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 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. EXHIBIT D REQUEST FOR PROPOSAL See Attachment - Exhibit D EXHIBIT EE CONSULTANT’S PROPOSAL

Notice of Cancellation. Consultant CONSULTANT agrees to oblige its insurance 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT and its officers, officials, employees, and 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 DISTRICT and approved of in writing. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that ConsultantCONSULTANT’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 ensure that its subconsultants, subcontractors, and any 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 consultantsCONSULTANTs, 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 renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICT. DISTRICT reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. 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 timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AgreementAGREEMENT, 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. EXHIBIT D REQUEST FOR PROPOSAL PROPOSALS See attached Request for Proposal EXHIBIT EE CONSULTANT’S PROPOSAL

Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to DISTRICT 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT CITY and its officers, officials, employees, and 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 DISTRICT 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 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 ensure that its subconsultantssub-consultants, subcontractorssub-contractors, and any 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 CITY for review. DISTRICTCITY’s right to revise specifications. The DISTRICT 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 DISTRICT CITY and CONSULTANT may renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICTCITY. DISTRICT CITY reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICTCITY. Timely notice of claims. CONSULTANT shall give DISTRICT CITY prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AgreementAGREEMENT, 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. EXHIBIT D REQUEST FOR PROPOSAL OR CONFLICT OF INTEREST EXHIBIT E

Notice of Cancellation. Consultant CONSULTANT agrees to oblige its insurance 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT and its officers, officials, employees, and 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 DISTRICT and approved of in writing. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s 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 '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 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 such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with consultantsCONSULTANTs, subcontractors, and others engaged in the project will be submitted to DISTRICT for review. DISTRICT’s '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 shall renegotiate CONSULTANT’s compensation's compensation prior to implementation of the change in the amounts and types of insurance required herein. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICT. DISTRICT reserves the right to require that self-insured retentions be eliminated, loweredlowered , or replaced by a deductible. 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 timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s 's performance under this AgreementAGREEMENT, 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. Rev. 3/18 Page 15 of 16 MPRPD Design Professional Service Agreement EXHIBIT D REQUEST FOR CONSULTANT'S PROPOSAL EXHIBIT ESee 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. Consultant agrees All insurance coverages required by this Exhibit shall contain a provision that the coverage afforded thereunder cannot be cancelled, non-renewed, or allowed to oblige its insurance agent or broker and insurers to provide to DISTRICT with a lapse, unless at least thirty (30) day days prior written notice has been given to Contractor. Manufacturer is responsible to provide replacement coverage conforming to the requirements of cancellation (except this Exhibit in the event of any cancellation, non-renewal or modification of any insurance coverages required by this Exhibit. • Scope/Limits of Insurance To the fullest extent permitted by law, the coverage provided to the additional insureds must be at least as broad as that provided to the first named insured on each policy. In the event that any policy provided in compliance with this Exhibit states that the coverage provided to an additional insured shall be no broader than that required by contract, or words of similar meaning, the 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 nonpayment 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, then the additional insureds shall be entitled to, or to share in, the full limits of such policy, and this Exhibit shall be deemed to require such full limits. • Notice to Insurers Manufacturers are responsible for which notifying its insurance carriers in the event of a ten (10) day notice 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 deductibles or 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 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 Manufacturer may not have a policy that prevents Contractor from accessing or triggering coverage unless the SIR is required) paid by the Manufacturer. Manufacturer shall also ensure that similar conditions are incorporated into all subcontracts. In the event that Contractor 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 nonrenewal limitation of coverage for each 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 coverage. Additional insured status. General liability policies by this Exhibit (excluding only Workers Compensation Insurance and Professional Liability Insurance) shall provide include a provision or be endorsed to provide that DISTRICT that, inasmuch as the policy is written to cover more than one insured, all terms, conditions, insuring agreements and its officersendorsements, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition with the exception 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 DISTRICT 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 apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability, shall operate in the same manner as if there were a separate policy covering each insured. The policy(ies) No cross liability exclusions are permitted and there may not be any restrictions in any policies that limit coverage for a claim brought by an additional insured against a named insured. Also, there shall not contain be any cross-liability exclusions. Pass through clause. CONSULTANT agrees to ensure that its subconsultants, subcontractors, and provision in any insurance policy which excludes or conditions coverage on the existence of a contract or 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 renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICT. DISTRICT reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. 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 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 agreement requiring 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. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT E.

Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to DISTRICT 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT AGENCY and its officers, officials, employees, and 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 DISTRICT AGENCY 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 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 ensure that its subconsultants, subcontractors, and any 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 AGENCY for review. DISTRICTAgency’s right to revise specifications. The DISTRICT 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 DISTRICT AGENCY and CONSULTANT may renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICTAGENCY. DISTRICT AGENCY reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICTAGENCY. Timely notice of claims. CONSULTANT shall give DISTRICT AGENCY prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this AgreementAGREEMENT, 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. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT E

Notice of Cancellation. Consultant CONTRACTOR agrees to oblige its insurance agent or broker and insurers to provide to DISTRICT 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT AGENCY and its officers, officials, employees, and 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 DISTRICT AGENCY and approved of in writing. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that ConsultantCONTRACTOR’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 CONTRACTOR 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 CONSULTANTCONTRACTOR, provide the same minimum insurance coverage and endorsements required of CONSULTANTCONTRACTOR. CONSULTANT 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. CONSULTANT CONTRACTOR agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to DISTRICT AGENCY for review. DISTRICTAgency’s right to revise specificationsrequirements. The DISTRICT 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 CONTRACTOR a ninety (90) days day advance written notice of such change. If such change results in substantial additional cost to the CONSULTANTCONTRACTOR, the DISTRICT AGENCY and CONSULTANT CONTRACTOR may renegotiate CONSULTANTCONTRACTOR’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICTAGENCY. DISTRICT AGENCY reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICTAGENCY. Timely notice of claims. CONSULTANT CONTRACTOR shall give DISTRICT AGENCY prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANTCONTRACTOR’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. Additional insurance. CONSULTANT 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. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT EWork.

Notice of Cancellation. Consultant The Contractor agrees to oblige its insurance agent maintain continuous, uninterrupted coverage for the duration of the Contract. There shall be no termination, cancellation, material change, potential exhaustion of aggregate limits or broker and insurers to provide to DISTRICT with a non-renewal of coverage without thirty (30) day days written notice from Contractor to the City. If the insurance is canceled or terminated prior to completion of cancellation (except 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 nonpayment for which a ten (10) day notice is required) or nonrenewal immediate termination of coverage for each required coveragethis Contract. Additional insured status. General Insured: The liability policies insurance coverages, except Professional Liability, Errors and Omissions, or Workers’ Compensation, shall provide or be endorsed without prejudice to provide that DISTRICT coverage otherwise existing, and shall name the City of Portland and its bureaus/divisions, officers, officialsagents and employees as Additional Insureds, employees, and 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 DISTRICT 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 apply separately to each insured against whom claim is made or suit is brought, except 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 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 each, but nothing herein shall operate to increase the insurer’s limits '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. Certificate(s) of liabilityInsurance: Contractor shall provide proof of insurance through acceptable certificate(s) of insurance, including additional insured endorsement form(s) and all 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 prior to any commencement of work or delivery of goods or services under the Contract. The policy(iesCertificate(s) will specify all of the parties who are endorsed on the policy as Additional Insureds (or Loss Payees). Insurance coverages required under this Contract shall not contain any cross-liability exclusions. Pass through clause. CONSULTANT agrees be obtained from insurance companies acceptable to ensure that its subconsultants, subcontractors, and any 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 City 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 specificationsPortland. The DISTRICT reserves the right at any time during the term of the contract to change the amounts Contractor shall pay for all deductibles and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such changepremium. If such change results in substantial additional cost to the CONSULTANT, the DISTRICT and CONSULTANT may renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICT. DISTRICT The City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. 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 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 maintainrequire, at its own cost any time, complete, certified copies of 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 expense, any additional kinds amounts of insurance, which in its own judgment may be necessary for its proper protection and prosecution of coverages as required herein or that the work. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT Esubcontractor is included under Contractor’s policy.

Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to DISTRICT 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT Agency and its officers, officials, employees, and 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 DISTRICT Agency 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 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 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 CONSULTANTConsultant, provide the same minimum insurance coverage and endorsements required of CONSULTANTConsultant. 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 Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to DISTRICT Agency for review. DISTRICTAgency’s right to revise specifications. The DISTRICT 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 Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANTConsultant, the DISTRICT Agency and CONSULTANT Consultant may renegotiate CONSULTANTConsultant’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICTAgency. DISTRICT Agency reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICTAgency. Timely notice of claims. CONSULTANT Consultant shall give DISTRICT Agency prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANTConsultant’s performance under this AgreementAGREEMENT, and that involve or may involve coverage under any of the required liability policies. Additional insurance. CONSULTANT 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. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT EQUALIFICATIONS 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. Consultant agrees to oblige its insurance 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT and its officers, officials, employees, and 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 DISTRICT 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 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 ensure that its subconsultants, subcontractors, and any 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 renegotiate CONSULTANT’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICT. DISTRICT reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. 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 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. EXHIBIT D REQUEST FOR PROPOSAL N/A EXHIBIT EE CONSULTANT’S PROPOSAL

Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to DISTRICT 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 coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that DISTRICT Agency and its officers, officials, employees, and 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 DISTRICT Agency 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 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 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 CONSULTANTConsultant, provide the same minimum insurance coverage and endorsements required of CONSULTANTConsultant. 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 Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to DISTRICT Agency for review. DISTRICTAgency’s right to revise specifications. The DISTRICT 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 Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANTConsultant, the DISTRICT Agency and CONSULTANT Consultant may renegotiate CONSULTANTConsultant’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by DISTRICTAgency. DISTRICT Agency reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by DISTRICTAgency. Timely notice of claims. CONSULTANT Consultant shall give DISTRICT Agency prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANTConsultant’s performance under this AgreementAGREEMENT, and that involve or may involve coverage under any of the required liability policies. Additional insurance. CONSULTANT 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. EXHIBIT D REQUEST FOR PROPOSAL EXHIBIT ECITY 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.