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Harris & Associates Inc; 2026-03-23;
Page 1 City Attorney Approved Version 9/3/2025 AGREEMENT FOR AS-NEEDED ENVIRONMENTAL SERVICES HARRIS & ASSOCIATES, INC. THIS AGREEMENT (“Agreement”) is made and entered into as of the _______ day of _________________, 2026, by and between the City of Carlsbad, California, a municipal corporation ("City") and Harris & Associates, Inc., a California corporation, ("Contractor"). RECITALS A.City requires the professional services of a consultant that is experienced in environmental services for private development projects, advanced planning projects, and special projects. B.City issued Request for Proposals No. 26-03 (RFP 26-03), and Contractor submitted a proposal demonstrating its qualifications, willingness, and ability to perform the required professional services. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, City and Contractor agree as follows: 1.SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2.STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3.TERM The term of this Agreement will be effective for a period of five (5) years from the first date written above. 4.TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5.COMPENSATION The total compensation payable for the Services to be performed during the Agreement term shall not exceed seventy-five thousand dollars ($75,000) per agreement year. No other compensation for the Services will be allowed. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A." Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 6.STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 23rd March Page 2 City Attorney Approved Version 9/3/2025 of City only as to the result to be accomplished but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7.SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8.OTHER CONTRACTORS City reserves the right to employ other Contractors in connection with the Services. 9.INDEMNIFICATION Contractor agrees to defend (with counsel approved by City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described in this Agreement caused by any negligence, recklessness, or willful misconduct of Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under California Civil Code Section 2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorneys fee, costs or expense City incurs or makes to or on behalf of an injured employee under City’s self-administered workers’ compensation program is Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 Page 3 City Attorney Approved Version 9/3/2025 included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10.INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 Page 4 City Attorney Approved Version 9/3/2025 10.2.3 If Contractor maintains higher limits than the minimums shown above, City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to City. 10.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11.BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12.ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 13.OWNERSHIP OF DOCUMENTS All work products produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14.COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 Page 5 City Attorney Approved Version 9/3/2025 15.NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Title Senior Management Analyst Name Janelle Firoozi Dept Community Development Title Project Manager CITY OF CARLSBAD Address 2375 Northside Drive Ste. 125 Address 1635 Faraday Ave Phone San Diego, CA 92108 Carlsbad, CA 92008 Email janelle.firoozi@weareharris.com Phone (442) 339-2615 Phone Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16.CONFLICT OF INTEREST Contractor shall file a Conflict-of-Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 17.GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. (619) 481-5008 Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 City Attorney Approved Version 10/23/2025 Page 6 18.SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 19.CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 20.DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. 21.DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services, the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them by law. 22.TERMINATION In the event of Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 City Attorney Approved Version 10/23/2025 Page 7 23.COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 24.CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Sections 12650 et seq., the False Claims Act applies to this Agreement and provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney’s fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 25.JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 26.SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 27.THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than City and Contractor. 28.ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 City Attorney Approved Version 10/23/2025 Page 8 29.AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right, and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this___________ day of _______________________, 2026. HARRIS & ASSOCIATES INC., a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Geoff Patnoe City Manager Ryan Binns VP Environmental Planning & Compliance (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Karen Freeman SVP Chief Financial Officer Morgen Fry Assistant City Clerk (print name/title) APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ C. Dalton Sorich Assistant City Attorney 16 March Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 3/20/2026 3/20/2026 3/23/2026 EXHIBIT 'A' SCOPE OF SERVICES AND FEE SCHEDULE 1.Third-Party CEQA Document Review and Compliance Verification Harris has prepared and third-party reviewed CEQA documents proposed for complex discretionary applications including review of exemptions, addendums, 15183 documents, Negative Declarations/Mitigated Negative Declarations, and Environmental Impact Reports. The Harris team will review the appropriateness and adequacy of the CEQA document and applicable technical studies. Harris’ environmental and planning staff is capable of application and plan review, coordination with other City departments and/or outside agencies, correspondence with applicants, background research, CEQA compliance, and monitoring of project implementation to verify substantial conformance with approved plans, conditions of approval, and mitigation measures. 2.Establish CEQA Review Process and Turnaround Timelines It is understood that the City has a goal of receiving third-party review comments 4-6 weeks after documents are received, which would include 2 weeks for Harris to prepare a scope of work and cost estimate and for the City to initiate project contract authorization, and 2-4 weeks for peer review of the documentation itself. As a way to quickly prepare a scope of work and cost estimate within this timeframe, Harris presents the below cost estimate table on typical costs per CEQA document, based on Harris’ experience on third-party review contracts. In order to be efficient during the two-week scoping/authorization period, our process will include a phone call with City staff to understand the type and content of the CEQA document and a discussion of the assumptions to better understand if the review will fall within the “low” or “high” end of review. This protocol will allow the Harris team to quickly determine the requested level of review, enable the City to promptly authorize the work, and support completion of the document review within the City’s 4-6 week target timeframe. Third-Party Peer Review Cost Estimates* Document Low High Assumptions Categorical Exemption $500 $2,000 Low = No exemption memorandum, backup information only High = Includes exemption memorandum, but no technical studies Addendum (15162 Checklist)$2,500 $7,500 Low = Little to no project changes from tiering document High = Includes some project changes from tiering document where more detailed analysis is required 15183 Checklist $2,500 $7,500 Low = Projects with little to no complexity High = Projects where more detailed analysis is required (e.g. TM, density bonus) IS/MND $5,000 $15,000 Low = Projects with little to no complexity or controversy High = Projects where more detailed analysis is required, project controversy EIR $15,000 $50,000 Low = Low complexity, little to no controversy, Focused EIR with one or two resource area chapters High = Highly complex projects where more detailed analysis is required, project controversy, full EIR of all resource area chapters Technical Studies $500 $10,000 Low = Low page count memo, qualitative analysis High = Report with model runs or several highly detailed appendices *These cost estimates are based on standard assumptions of a typical project. Projects may be more complex/controversial and may require a higher cost estimate. All costs assume one round of review (first Screencheck). Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 3.Public Hearing Representation and Expert Testimony If requested, Harris will attend and perform testimony at public hearings and presentations on behalf of the lead agency for topics such as Air Quality, Noise, Greenhouse Gases, Hazardous Materials, or other CEQA topic areas where the city does not have in-house expertise or requires specialized and supplemental information. 4.CEQA Procedures Review, Staff Training, and Policy Support Harris CEQA Support Services Harris provides comprehensive support for CEQA compliance. Our services include reviewing and commenting on CEQA procedures and Guidelines, collaborating with city staff, conducting tailored training, and performing other related CEQA work as authorized by city staff. Our approach confirms that municipal agencies remain compliant, efficient, and current with evolving environmental regulations. Review and Comment on CEQA Procedures and Guidelines Our team has extensive experience reviewing CEQA procedures and Guidelines for consistency with current laws and best practices. We assess existing city processes, identify opportunities for improvement, and deliver clear, actionable recommendations. This includes evaluating the adequacy of environmental review procedures, documentation standards, and public noticing practices to verify alignment with the latest CEQA requirements. Collaboration with City Staff We work closely with city staff to discuss findings, clarify regulatory interpretations, and address both project-specific and citywide CEQA issues. Our collaborative approach encourages knowledge sharing and helps staff navigate complex or sensitive projects with confidence. We are available for meetings, workshops, and one-on-one consultations to support effective implementation of CEQA procedures. Training Services Harris offers customized CEQA training for city staff and project stakeholders. Sessions cover CEQA fundamentals, recent Guideline updates, best practices for environmental review, and strategies to streamline compliance. Training is available in-person or virtually and tailored to the specific needs and experience levels of city personnel. Our goal is to strengthen internal capacity and build staff confidence in managing CEQA responsibilities. 2. Approach COMMUNICATION The success of any project is dependent upon frequent and effective communication. Harris’ guiding principles include the following: •Janelle Firoozi serves as the primary point-of-contact to increase responsiveness and minimize confusion. •Regular and ongoing communication with the City will keep staff informed of the project status, any issues, schedule milestones, and other relevant information to avoid surprises and find the best solutions. For most task orders, we recommend regularly scheduled meetings and calls. •Regular/ongoing communication with the project team is essential to keeping everyone informed and engaged. We will send out regular e-mail updates and hold open discussion sessions to disseminate information and receive team feedback. •Janelle Firoozi and staff will adhere to the established communication protocol. There will be no communication with other City departments, agencies, or the public without prior authorization from the City’s project manager. •Prepare/distribute action item lists to summarize items discussed at meetings and during phone calls to verify everyone has a common understanding and agreement on decisions and actions. •Use Microsoft Outlook to schedule meetings and conference calls with the City’s staff and with the project team. SCHEDULE MANAGEMENT The Harris team is committed to meeting the City’s schedules for all task orders. We use Microsoft Project software to track and manage the project schedule. Internal milestones and deadlines for deliverables will be established for each task order with emphasis on maintaining the integrity of the critical path for achieving the specific completion dates. Where possible, milestones will be established such that minor changes will not impact the overall task order schedule. On a regular basis, Janelle Firoozi will compare the actual progress and milestone achievement to the task order schedules based on interviews with, and a brief review of, the products prepared by technical specialists. Through progress reports that accompany monthly invoices, the City’s project manager will be kept apprised of schedule compliance. Harris uses Microsoft Project software to track and manage the project schedule. Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 BUDGET MANAGEMENT Contract Manager Janelle Firoozi, with oversight from Ryan Binns, will be responsible for timely completion of each task assignment within the confines of the assigned budget. Harris’ project management software includes dashboards and programs designed to maximize the efficiency and accuracy of project budget management. For example, all project managers have access to a dashboard in VantagePoint (project management software) which quickly provides the status of each project task and the overall “health” of the project. This dashboard is updated daily based on timesheet entries and includes information on the individuals who have charged to a task, the number of hours they have charged, the total dollar value of the labor charged against the task, and the estimated remaining budget available. Non-labor charges are also included. Monthly summaries, which provide labor and non- labor charges by project and task for each billing period, are the basis for preparing monthly invoices and progress reports. . Harris uses VantagePoint, a Deltek-based financial system that tracks and provides daily, weekly, and monthly labor summa- ries, which are shown by job and task. ADMINISTRATIVE RECORD Maintaining a complete administrative record throughout a project or task lifecycle is important for executing a transparent process and preparing legally-defensible documents. The administrative record may include background documents and studies, database searches, photos and site visit notes, resource agency input, and information obtained during meetings and conference calls. Harris will review the administrative record during preparation of draft and final analyses and documents, as required. PUBLIC COMMUNICATION/OUTREACH Harris understands that the City operates in a political environment and that communicating with the public in a timely and thoughtful manner is an important responsibility of the City. We pride ourselves in preparing scientific technical documents that can be easily understood by the general public, and in helping clients communicate the findings of our analyses at public meetings. Sometimes, particularly for controversial projects, additional outreach beyond the minimum CEQA requirements is prudent. When needed for individual task orders, the Harris team will formulate a strategy/logistics plan premised on providing the public with comprehensive project information, a unified message, and participation opportunities to confirm all CEQA requirements are met. We will synchronize the outreach program with the CEQA process to be meaningfully informed and shaped by the community’s input. The strategy plan will also serve to explore community values and forecast potential concerns, identify stakeholders who need to be involved, and determine the best ways to engage them with appropriate outreach methods, including accommodations for special needs such as language and accessibility. Beyond CEQA-required notices and hearings, outreach techniques including eBlasts, social media alerts, website pages, information lines, regularly scheduled meetings (community wide and one-on-one), and rotating presentations with key stakeholder groups can be established during the CEQA process and maintained through plan implementation to establish continuity of communication and strengthen relationships between the City, its stakeholders, and the community. Public Meetings: Communicating with the public in a timely and thoughtful manner is important to the success of projects. “As I said before I was really impressed with the quality of this report [Campus Point Aquatic Resources Delineation Report]…I recommend keeping this on file as a great example for future complicated projects.” Meghan Bowen, MESM - Environmental Biologist III City of San Diego, Engineering & Capital Projects Department Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 LEGALLY DEFENSIBLE DOCUMENTATION At Harris, we prioritize the creation of legally defensible documents, verifying compliance with all applicable regulations and standards, which extends to our third-party review process. Our team includes in-house legal counsel, William (Bill) Halligan, Esq., who brings over 30 years of experience in environmental planning and law. Bill has prepared hundreds of environmental documents for diverse projects throughout California, providing invaluable guidance on compliance matters related to local, regional, state, and federal environmental regulations. His expertise enhances our ability to deliver and review comprehensive and legally sound environmental analyses, even for the most controversial projects. Our environmental staff have worked on many controversial projects, some of which have been subject to challenges. To withstand legal challenges, our staff works to identify environmental concerns early in the process; strategize with the client and coordinate with responsible agencies/stakeholders; and confirm the environmental concerns are thoroughly addressed with substantial evidence in the environmental document. Scoping meetings and outreach are a vital tool for identifying potential legal issues on a controversial project. Preparation and Third-Party Review of CEQA Documentation ENVIRONMENTAL CONSTRAINTS ANALYSIS Drawing on years of experience consulting on a wide range of projects across California, our team specializes in identifying environmental issues and potential permit requirements at the early stages of a project. This proactive approach helps shape project design and define the scope of environmental review. When requested, Harris can provide expert opinion on environmental review needs in the early stages of project applications. CEQA COMPLIANCE Regardless of project size, the Harris team thoroughly evaluates all potential environmental impacts, from aesthetics to utilities and everything in between. We carefully follow the requirements of the CEQA Statutes and Guidelines and thoroughly document our findings. Every decision is made with the administrative record in mind. We also represent our clients in city council meetings to answer questions related to the environmental analysis. Specific types of CEQA documents include: •Categorical Exemption •Initial Study (IS) •Negative Declaration & Mitigated Negative Declaration (ND or MND) •Environmental Impact Report (EIR) •15183 Documentation •Addendums and other tiered or supplemental documents •Mitigation, Monitoring, and Reporting Program •CEQA Plus Documentation TECHNICAL STUDIES Our in-house technical experts are at the forefront to prepare and review technical studies for the following environmental topics to support CEQA documents, as well as funding and permit application packages: •Air Quality •Archaeological Resources •Biological Resources •Cultural/Tribal Resources •Greenhouse Gas (GHG) Emissions •Noise •Risk/Resilience/Adaptation •Water/Sewer •Hydrology/Water Quality We partner with subconsultant firms to provide technical review of studies related to geology/soils, hazards/hazardous materials, historic resources, and transportation/traffic. PERMITTING + REGULATORY COMPLIANCE Does the project have all the necessary permits? Harris can help the City determine permit requirements and navigate the regulatory compliance process. Our specialists can review delineations of the limits of the sensitive resources; coordinate with regulatory agency staff; assist in preparing the permit application package; and review the mitigation plan. Harris specializes in permits for and compliance with: •Clean Water Act Sections 401, 402, and 404 •National Pollutant Discharge Elimination System •Endangered Species Act •California Coastal Act •California Fish and Game Code Section 1602 Typical Environmental Impacts AESTHETICS We will review the baseline visual conditions in and surrounding the project site (viewshed) with respect to scenic vistas, visual character, and lighting and glare; the potential physical environmental effects (direct, indirect and cumulative) related to these issues resulting from implementation of the project; and the project design features, standard construction practices, and mitigation measures to reduce or avoid the identified impacts. If applicable, we will recommend visual simulations to graphically illustrate the visual change of a proposed project and the effectiveness of the prescribed mitigation measures. Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 AGRICULTURAL RESOURCES While it does not require detailed analysis very often, potential impacts to agricultural resources can occur. When needed, Harris staff have experience preparing and reviewing necessary documentation to analyze potential impacts to agricultural resources. This can include preparing a Local Agricultural Resources Assessment (LARA) model. The LARA model typically considers required factors (water, climate, and soil quality) and complementary factors (surrounding land uses, land use consistency, and topography) in determining the importance of an agricultural resource. AIR QUALITY The Harris team has significant experience with standard methods for calculating air emissions from construction vehicles, ground disturbances, and other similar types of project emission sources in San Diego County. We offer complete assessment and review of modeling of air quality to determine impacts for a variety of projects. Our air quality analysts are experienced with Emissions Factor (EMFAC) modeling software and California Emissions Estimator Model (CalEEMod) emission modeling software and are capable of analyzing impacts by any of these available modeling programs. Our third-party air quality analyses review services include: •Air quality technical reports •Air quality emissions calculations utilizing EMFAC and CalEEMod •Air quality dispersion modeling utilizing AERMOD •Hot-spot emission modeling utilizing CALINE4 •CEQA/NEPA analysis preparation for air quality findings Our approach to reviewing air quality analyses begins with existing air quality based on site-specific data. Subsequently, sensitive land uses and populations are identified; these land uses/populations may include, but are not limited to, residences, schools, day care centers, nursing homes, and hospitals. After baseline conditions are established and potential sensitive receptors are identified, construction emissions associated with heavy equipment, construction worker traffic, deliveries, and fugitive dust are estimated using CalEEMod. Operational emissions from project-generated vehicle trips, energy use, and area sources are also typically modeled using CalEEMod. We will review any project specific data that is incorporated to the extent feasible, as well as project-specific calculations using emissions factors data from the U.S. Environmental Protection Agency or California Air Resources Board, such as the EMFAC or OFFROAD databases, to reflect unique project characteristics. One advantage to using CalEEMod is that it allows quantification of direct emissions from construction and operation (including vehicle use), as well as indirect emissions, such as GHG emissions from energy use, solid waste disposal, and water use. Potential health risks to sensitive receptors from construction or operation may be modeled using AERMOD and guidance from the Office of Environmental Health Hazard Assessment. Cumulative impacts associated with a project and other planned and proposed projects within the area of influence are also evaluated based on local air district guidance. When impacts are determined to be potentially significant, Harris will review recommended mitigation measures to the City and discuss available opportunities to reduce project emissions of criteria pollutants and toxics. The Harris team has also developed a streamlined approach to addressing the recent California Supreme Court decision, Sierra Club vs. County of Fresno (2018), which elevated the CEQA requirement for air quality analysis by necessitating a discussion of health effects for pollutants. BIOLOGICAL RESOURCES Open spaces and natural habitat are defining features of the City. The Harris team has extensive experience working in San Diego’s coastal, natural, and developed environments subject to CEQA guidelines. Our team has biologists permitted to perform habitat assessments and protocol- level surveys for state and federally- listed wildlife species, including those likely to be encountered in the City under this contract. The Harris biology team provides full-scope review of biological resource services utilizing our certified, licensed, and accredited personnel. Our natural resources specialists are well versed in the California and Federal Endangered Species Acts as well as threatened and endangered species survey protocols. We have the capability to review small and large-scale ecological and biological resource studies, ranging from comprehensive inventories of endangered, threatened, and rare species to obtaining mitigation bank approvals from the resource agencies. Staff members provide technical support and prepare impact evaluations and mitigation plans for resource management studies. Additionally, our team of biologists regularly conduct surveys for sensitive plant and animal species, analyze potential impacts to these species, and develop effective biological mitigation programs through interaction with resource and regulatory agencies. Survey efforts often include developing predictive models for determining where the species may exist, analyzing potential impacts to these species, and developing effective biological mitigation and/or management programs. Our approach to surveys, fieldwork, and third-party review includes: •Review of project description and relevant maps for a complete assessment of impact area •Database/literature search •Resource agency pre-consultation (if authorized to do so) • Development of sampling/survey strategy (transects, plots, random sampling, stratified random sampling) • Field surveys and data collection, including global positioning system (GPS)/geo-referencing and geographical information system (GIS) mapping • Agency coordination (if needed and authorized to do so) • Clear concise report or review of findings Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 Our natural resources specialists are extremely skilled in working with state and federal resource agencies and local jurisdictions, and have a clear understanding of laws and regulations pertaining to environmental impacts. Our team routinely works with clients in designing plans to minimize project-related impacts, maximize biologically viable open space, enhance native environments, and restore disturbed habitats. The Harris biology team has conducted numerous baseline and/or general biological resources surveys in Southern California and understands that each project has its own specific needs. These surveys typically begin with background and literature review, including a review of the CDFW California Natural Diversity Database and California Native Plant Society Inventory of Rare and Endangered Plants, and an evaluation of applicable site factors (i.e., topography, soils, groundwater, hydrology, and microclimate), followed by general and, if necessary, focused field surveys. The Harris biology team routinely conducts biological reconnaissance surveys, vegetation mapping, and focused habitat assessments for sensitive species. Specific species that our team has experience with includes, but is not limited to: •Coastal California gnatcatcher (Polioptila californica) •Least Bell’s vireo (Vireo bellii pusillus) •Southwestern willow flycatcher (Empidonax traillii extimus) •Quino checkerspot butterfly (Euphydryas editha quino) •Arroyo toad (Anaxyrus californicus) •Burrowing owl (Athene cunicularia) •Stephens’ kangaroo rat (Dipodomys stephensi) •Raptors and other nesting birds •San Diego fairy shrimp (Branchinecta sandiegonensis) •Pocket mice species •California rare plants Successful restoration projects should be designed taking into consideration the physical conditions that influence successful plant development, with constructability in mind. For wetlands and vernal pool restoration, hydrological and hydraulic factors decide the feasibility and success of a restoration project. For upland restoration, soils and aspect are often the most determining factors. Nature is not always predictable, and a successful restoration project often requires the experience and flexibility to make decisions in the field or change direction from the original restoration plans if circumstances require. Harris has extensive experience providing biological resource surveys, reports, and third-party peer reviews for private development projects and nearby local jurisdictions, including the City of Solana Beach and City of San Marcos. CLIMATE CHANGE/GLOBAL WARMING (GHG) Harris provides technical support in the areas of global warming, climate change, GHGs, and the potential broad-scale impacts predicted from global warming. We are familiar with applicable local, state, and federal regulations and the activities related to CEQA analysis of GHG impacts. Our GHG analysts are experienced with the CalEEMod software and are capable of analyzing and reviewing impacts using any of these available modeling programs. GHG mitigation measures will be reviewed for incorporation of quantified reductions established by the California Air Pollution Control Officers Association (CAPCOA). Our third-party GHG analyses review services include: •GHG analysis technical reports •GHG emissions calculations utilizing CalEEMod •CEQA/NEPA analysis preparation for GHG findings The Harris team has experience working with qualified Climate Action Plans (CAP), such as the City’s which was most recently updated in November 2024. Harris will review project CAP compliance consistency with City requirements. CULTURAL RESOURCES To successfully complete cultural resource studies, the Harris team understands a project will first conduct a records search of the project area including a pre-determined buffer at the local information center to identify previous cultural resource studies conducted in the project area and any previously recorded sites located within or near the project. Should the project area also contain known built environment resources, the Harris team will review additional records searches which could include titles searches, chain of ownership, Assessor’s records, and historic research at local repositories. Harris team members will review protocol and findings of field surveys conducted to determine the presence or absence of cultural resources, including any updated site documentation and detailed field notes. Built environment surveys will be reviewed for inclusion of detailed photographic documentation and development of the appropriate historic context from which to evaluate the potential historic resource. The Harris team will review the report for compliance with local, State and Federal guidelines, the results of the survey, assess direct impacts to the resources and review mitigation recommendations. For analyzing historic resources, our team includes key staff from ASM Affiliates. Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 ENERGY CONSUMPTION Energy demand for a project may be estimated through a combination of methods. In the absence of project-specific utility estimates, energy and natural gas use during operation may be estimated using CalEEMod. Harris will review a project’s energy consumption analysis. Fuel consumption in gallons as a result of project construction or operation may be calculated using the annual CO2e emissions calculated by CalEEMod and kg/CO2 conversion factors from the U.S. Environmental Protection Agency for diesel fuel and motor gasoline. The energy analysis would typically qualitatively describe potential energy use resulting from project construction that cannot be feasibly quantified, such as life-cycle emissions of project materials, use of electricity for hand tools during finishing tasks, and energy use associated with transport of water to the project site during operation. Any energy reducing features proposed as part of the project to be implemented during construction or operation would be reviewed, and quantified if feasible, to demonstrate whether or not project energy consumption would be considered wasteful, inefficient, or unnecessary. GEOLOGY AND SOILS Geology and soils concerns facing the City include general seismicity, specific areas with higher liquefaction risk, and north facing steeper slopes that are more susceptible to landslides. Many of these concerns can be addressed in reconnaissance level investigations for the purposes of CEQA. Our team includes Ninyo & Moore for technical analyses and review related to geology and soils. HAZARDS AND HAZARDOUS MATERIALS Our team includes Ninyo & Moore for technical analyses and review related to hazards and hazardous materials. Ninyo & Moore can conduct and peer-review as-needed hazardous materials services for the City such as Phase I and II environmental site assessments, asbestos and lead paint surveys, hazardous building materials surveys, and CEQA support services related to hazards and hazardous materials. HYDROLOGY AND WATER QUALITY Harris provides various types of consulting support to our clients for water resource planning and compliance. Our water resources team is experienced in assessing industrial activities, stormwater exposure, potential pollutants sources, associated potential pollutants, waste water discharge requirements, and best management practices (BMPs) required to prepare project appropriate stormwater pollution prevention plans and National Pollutant Discharge Elimination System permits. Additionally, our water resources team is experienced in developing and implementing mitigation strategies for water conveyance plans and water quality management plans, and in preparing Stormwater Management Plans to describe, as needed, targeted Pollutants of Concern; reduction means for project stormwater pollutants; planned implementation of non-structural source control BMPs; technical and economic feasibility of treatment control BMPs; measures to eliminate non-stormwater discharges to the stormwater conveyance system; and appropriate stormwater management of project lands. Our team can provide third party peer review of the hydrology and water quality studies. LAND USE AND PLANNING Our approach to the analysis of environmental impacts related to land use and planning is to research and discuss the relevant land use plans, policies or regulations, including habitat conservation plans, such as the City General Plan, any applicable Specific Plans, the City’s Zoning Ordinance, City’s Local Coastal Plan/Land Use Plan, and the City’s Municipal Code. We will evaluate the project’s environmental documentation in terms of its consistency with those plans and those of the adjacent communities and; identify any conflicts with an applicable land use plan, policy or regulation of an agency with jurisdiction over the project. NOISE Harris recognizes the public sensitivity to increased noise volumes that may result from improvements to City facilities or development projects. Noise is generally identified as unwanted sound that is often subjected to individual perception, which can be influenced by the source type and the terrain, pathway, or distance from the source. Our noise analysts have expertise in conducting and reviewing both qualitative and quantitative noise studies and assessing potential noise impacts that may result from construction activities, facility operations, or traffic volume increases. Depending on the project needs, our noise analysts can recommend monitoring for existing noise levels utilizing sound level meters with real- time frequency analyzers or can forecast anticipated noise levels utilizing noise modeling software to identify the extent of potential noise impacts that may result from proposed facility improvements or traffic volume increases. Information provided by noise studies may, in some cases, ease public concerns on noise impacts or identify areas in which design measures (i.e., treescaping, landscape depressions, or increased property wall heights) can assist in the public perception of noise impacts. Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 PUBLIC SERVICES Harris is experienced with public services evaluations, including fire protection, and emergency and police services. Our staff can review information from existing plans and studies to describe the condition of existing services to a proposed project site, identify potential demand by the proposed project and inadequacies in existing infrastructure or services, and recommend any mitigation measures needed to reduce potential impacts, including changes to local and regional services affected by a project. RECREATION The City offers a multitude of recreational opportunities. Verifying that these recreational opportunities persist, and that the public has access to them, is an essential part of the environmental review process. Our team has the experience and knowledge to verify that sound analysis of recreational opportunities is provided in the environmental documentation. TRANSPORTATION/TRAFFIC Given Fehr & Peers’ breadth of project experience, the firm is highly qualified to peer review studies submitted by other consultants. The team typically coordinates with agency staff to confirm that the review focuses on specific areas of potential concern for the agency. Their standard approach includes reviewing the submitted study for completeness and reasonableness, conducting spot checks of technical calculations, and verifying the study’s consistency with agency guidelines. Fehr & Peers is flexible in working with the agency to determine the appropriate format for documenting potential comments or questions and typically reviews updated studies to verify that all comments and questions have been fully addressed. TRIBAL CULTURAL RESOURCES Under Assembly Bill (AB) 52 and CEQA Public Resources Code Section 21080.3.1, lead agencies are required to consult with any California Native American tribe that requests consultation and is traditionally and culturally affiliated with the geographic area of a proposed project. If requested, the Harris team will assist the City with their government-to-government consultation efforts with Tribal entities. Our team has successfully consulted with local tribes on cultural resource issues many times in the past. As part of the background research conducted for the completion of archaeological studies, a search of the Sacred Land Files (SLF) held by the Native American Heritage Commission (NAHC) is requested to determine if documented Traditional Cultural Places or areas of Native American heritage significance are located within or near the project. In addition to the results of the SLF search, the NAHC provides a list of Tribal contacts from whom additional information may be solicited. Our team then sends written correspondence to those contacts, followed by telephone calls. The results of these communications and any responses that may be received from interested Tribal representatives are summarized for the City. UTILITIES AND SERVICE SYSTEMS Harris is experienced with utility and service system evaluations, including water, electricity, telecommunications, and sewerage. Our staff can review information from existing plans and studies to describe the condition of existing utility infrastructure and service to a proposed project site, identify potential demand by the proposed project and inadequacies in existing infrastructure or services, and recommend any mitigation measures needed to reduce potential impacts, including changes in local and regional services affected by a project. Further, our team can provide third party peer review of utility and service systems studies. 3.Project Management Project Manager Janelle Firoozi, MCP, with oversight from Principal-in-Charge Ryan Binns, PMP, ENV SP, will be responsible for coordinating with the City’s contract officer and assuring overall adherence to the project schedule. To accomplish this, internal milestones and deadlines for deliverables will be established for each task order with emphasis on maintaining the integrity of the critical path for achieving the specified project completion date. Technical study task leads will be involved in this process where appropriate, and will have responsibility for meeting specific milestones. Where possible, milestones will be established such that minor changes will not impact the overall project schedule. On a regular basis, Janelle will compare actual progress and milestone achievements to the project schedule, based on interviews with and a brief review of the product prepared by task managers. Significant deviations or problems in meeting the schedule will be identified, and any necessary corrections or modifications will be made. All actual or potential conflicts with other project requirements will be resolved through discussions with professional staff. The regular review of work completed versus schedule milestones will facilitate schedule management. For complicated or controversial projects, we recommend regularly scheduled team meetings with the City, Harris staff, and technical consultants to identify and resolve issues early in the process. Harris will prepare an agenda for each meeting and follow up with action items after the meeting to keep the team accountable and on track with the schedule. The following are tools we use to stay on schedule: •Establishment of third-party review process and protocol at the initiation of the contract. •During project initiation, strategize and discuss ways to reduce required documentation and permits, thereby minimizing impacts to the schedule. •Establish a detailed project schedule with critical path items, key milestones, and check-in points. Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 •Employ Harris’ comprehensive business management system, Deltek Vantagepoint, which is designed for the management of multi-task assignments (both simple and complex) to track budgets and schedule. •Maintain ongoing communication with updates on issues and critical path items, typically weekly or daily depending on the project (frequency to be determined during project initiation). •Prepare monthly invoices and progress reports with budget and schedule status. Janelle will confirm that all project reviews and submittals are on time and within the assigned budget. 4.Needs From the City At this time, Harris does not anticipate needing supplemental resources, City assistance, or other items in connection with the delivery of these services. 5. Additional Services Harris does not recommend any additional services beyond those detailed in the RFQ. 6. Project Controls Harris uses Vantagepoint, a Deltek-based financial system that tracks and provides daily, weekly, and monthly labor summaries, which are shown by job and task. Project managers can readily access information on the individuals who have charged to the task, the number of hours they have charged, the total dollar value of the labor charged against the task, and the remaining budget available. Monthly summaries, which provide labor and non-labor charges by task for each billing period, are the basis of preparing monthly invoices. To monitor schedule versus budget, we employ an earned value tracking application to identify whether we are ahead of or behind schedule, based on expenditures. This management tool will be used by the Project Manager to monitor each task order. The Harris team meets regularly to discuss projects and balance workload. Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 7. Quality Control/Quality Assurance(QA/QC) Harris recognizes the importance of approaching projects with comprehensive and critical thought. The first step in our plan for services to the City is to assign a senior level professional with the appropriate background and experience to verify that scopes, budgets, schedules, and data collection are commensurate with project objectives and that project deliverables are technically accurate and exceed the minimum contract requirements. The QA/QC Lead (Darin Neufeld, AICP) for this contract will work with Contract Manager Janelle Firoozi to implement our QA/ QC plan at the start of each task order and verify work products provided to the City meet the requirements of both the Harris QA/QC Procedures and City requirements for document presentation, format, and quality. Each team member will be responsible for executing project QA/QC efforts in compliance with Harris QA/QC procedures to produce top quality deliverables within time and budget requirements. QA/QC Manager Darin Neufeld, AICP has over 18 years of experience preparing complex CEQA documents and is well known for technical accuracy and detailed analysis. He will oversee our in-house QA/QC Program implemented through Harris’ Way to Quality QA/QC Manual to confirm that all task order deliverables are well written, easily understood, consistent internally and with other documents, and meet City standards. The QA/QC Manual includes an environmental checklist that will be used by Harris team members throughout the preparation of internal drafts and by the project management team during review of key milestone drafts. The QA/QC Program requires senior technical staff to review technical analyses, whether prepared by in-house staff or a subconsultant, to verify the third-party review is accurate, appropriate, legally-defensible, and addresses compliance with regulatory standards. This process eliminates or minimizes errors and omissions in the work product prior to submittal of the draft document to the City. The QA/QC Program also includes final cover-to-cover review of written documents and deliverables by a Harris QA/QC Manager. @ 100%Submittal Listen to the City’s concerns QC review to make sure regulatory requirements and contract scope of work have been met Complete internal QC checklists Complete technical analyses for internal review Draft technical analyses sent to the City Receive and respond to comments from the City Address comments from the City and submit revised draft technical analyses Prepare documents for public review or finalization QA/QC Management Process Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 □ ◄•• ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■■■ SCHEDULE OF COMPENSATION/FEES STAFF HOURLY RATE Ryan Binns, PMP, ENV SP - Principal-in-Charge 🔑$375 Darin Neufeld, AICP - Strategic Advisor/QA/QC Manager/ Sustainability/Coastal Resilience 🔑$320 Janelle Firoozi, MCP - Contract/Project Manager 🔑$250 Kelsey Hawkins, PMP - CEQA/ Air Quality/Greenhouse Gas (GHG)/ Energy/Noise 🔑$190 Andrew Talbert, AICP - CEQA 🔑$195 Esther Daigneault - CEQA $180 Mia Claridy - CEQA $140 Sharon Toland - Air Quality/Greenhouse Gas (GHG)/Energy/Noise 🔑$220 Lindsey Messner - Technical Editing/Document Production $180 Leona Vander Molen - Technical Editing/Document Production $125 Emily Mastrelli - Biological Resources 🔑$275 Chris Thomson - Biological Resources $175 Katie Deodat - Biological Resources $160 Kelsea Loescher - Biological Resources $125 Erika Eidson - Biological Resources $225 Randy Deodat, GISP - GIS/Graphics $175 Matthew Dornbach - GIS/Graphics $105 Jason Caprio, PE, PMP - Hydrology/Water Quality/Utilities $360 Fidel Salamanca, PE - Hydrology/Water Quality/Utilities $290 Sydnie Margallo, LEED GA - Sustainability/Coastal Resilience $170 David Mack, AICP - Planning 🔑$250 Denise Russell - Planning $205 Amy DeNinno - Planning $160 Notes: Rates are subject to adjustment due to promotions during the effective period of this schedule. A new rate schedule will become effective January 1st of every year. Annual rate escalation tied to the Consumer Price Index or 4%, whichever is higher, shall be included for multi-year contracts and projects. When applicable, the following charges will be added to projects: •Production –Black & white printing $0.02/page (8.5x11) and $0.03/ page (11x17) –Color printing will be $0.06/page (8.5x11) and $0.08/ page (11x17) •Data-Gathering Tools –Harris Drone, GPS Unit, Noise Meter – $100/day or add $12.50/ hour to billing rate •Vehicles and Mileage –Harris Vehicle – $75/day –Personal Vehicle – Mileage will be charged at the current IRS rate •All subconsultant charges and other direct costs are subject to a 10% markup Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 Ninyo & Moore Geotechnical & Environmental Sciences Consultants STAFF HOURLY RATE Travis W. Meier, QISP 🔑$250 Nathan D. Diem, GIT $235 Notes Our field services, are charged at a 4-hour minimum, and 8-hour minimum for hours exceeding 4 hours. Overtime rates at 1.5 times the regular rates will be charged for work performed in excess of 8 hours in one day Monday through Friday and all day on Saturday. Rates at twice the regular rates will be charged for all work in excess of 12 hours in one day, all day Sunday and on holidays. Field services that may be subject to prevailing wage in accordance with AB 1768 and Prevailing Wage Determinations, will be subject to a prevailing wage surcharge as shown in our Schedule of Fees. Our rates will be adjusted in conjunction with the increase in the Prevailing Wage Determination during the life of the project, as applicable. STAFF HOURLY RATE Katy Cole $335 Fehr & Peers STAFF HOURLY RATE Shannon Davis, Principal Investigator/Project Manager 🔑$225 Laura Kung, Senior Architectural Historian $165 ASM Affiliates Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 I l INSR ADDLSUBRLTRINSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person) $ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS AUTOS ONLYHIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Continental Insurance Company American Casualty Company of Reading PA Allied World Surplus Lines Insurance Co 8/01/2025 USI Insurance Services, LLC Lic # OG11911 10940 White Rock Rd 2nd Fl Rancho Cordova, CA 95670 Lindsay Murphey lindsay.murphey@usi.com Harris & Associates, Inc. 1401 Willow Pass Rd Ste 500 Concord, CA 94520-7964 35289 20427 24319 A X X X Ded: $0 X X 7092556540 08/01/2025 08/01/2026 2,000,000 1,000,000 15,000 2,000,000 4,000,000 4,000,000 B X X X BUA7092547367 08/01/2025 08/01/2026 1,000,000 A X X X $10,000 7092552522 08/01/2025 08/01/2026 10,000,000 10,000,000 B N 7092555985 08/01/2025 08/01/2026 X 1,000,000 1,000,000 1,000,000 C Prof/Poll Liab Claims-Made 03147924 08/01/2025 08/01/2026 $5,000,000 Each Claim $10,000,000 Aggregate Ded: $500,000 Evidence of Insurance. For Insured's Purposes Only 1 of 1 #S50344223/M50327685 HARRIASS5Client#: 2039770 TABZP Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 I I f--□ □ f-- f-- Fl n n f-- f--- f--- f--- f--H I I I I I □ I "-.. '"'--7~ -- Workers Compensation And Employers Liability Insurance Policy Endorsement BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS This endorsement changes the policy to which it is attached. It is agreed that Part One - Workers’ Compensation Insurance G. Recovery From Others and Part Two - Employers’ Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. 60606 Policy No: WC Policy Effective Date: Policy Page: Form No: G-19160-B (11-1997) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 2; Page: 1 of 1 Underwriting Company: American Casualty Company Of Reading, PA 151 N Franklin St, Chicago, IL © Copyright CNA All Rights Reserved. 7092555985 08/01/2025 Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 II Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement CNA75079XX (10-16) Page 1 of 2 Policy No: Effective Date: Insured Name: Harris & Associates Inc. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A.in the performance of your ongoing operations subject to such written contract; or B.in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products-completed operations hazard, and only if: 1.the written contract requires you to provide the additional insured such coverage; and 2.this coverage part provides such coverage. II.But if the written contract requires: A.additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10-01 edition of CG2037; or B.additional insured coverage with "arising out of" language; or C.additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. III.Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A.coverage broader than required by the written contract; or B.a higher limit of insurance than required by the written contract. IV.The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A.the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1.the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2.supervisory, inspection, architectural or engineering activities; or B.any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V.Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: 7092556540 08/01/2025 Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 C'NA Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement CNA75079XX (10-16) Page 2 of 2 Policy No: Effective Date: Insured Name: Harris & Associates Inc. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1.primary and non-contributing with other insurance available to the additional insured; or 2.primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. VI.Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1.give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2.send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 3.make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self-insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3.does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VII.Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A.is currently in effect or becomes effective during the term of this policy; and B.was executed prior to: 1.the bodily injury or property damage; or 2.the offense that caused the personal and advertising injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. 7092556540 08/01/2025 Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 C'NA Architects, Engineers and Surveyors General Liability Extension Endorsement CNA74858XX (1-15) Page 16 of 17 Policy No: Effective Date: Insured Name: Harris & Associates Inc. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. (6)of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B.Solely for the purpose of the coverage provided by this PROPERTY DAMAGE – ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 23. RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES WHO IS INSURED is amended to include as Insureds natural persons who are retired partners, members, directors or employees, but only for bodily injury, property damage or personal and advertising injury that results from services performed for the Named Insured under the Named Insured's direct supervision. All limitations that apply to employees and volunteer workers also apply to anyone qualifying as an Insured under this Provision. 24. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS – COVERAGES A AND B is amended as follows: A.Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B.Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 25. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 26. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1.the Named Insured's ongoing operations; or 2. your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1.is in effect or becomes effective during the term of this Coverage Part; and 2.was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. 27. WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap- up) insurance program by applicable state statute or regulation. 7092556540 08/01/2025 Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 08/01/2025 Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 08/01/2025 Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 08/01/2025 Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 08/01/2025 Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 Policy #: 7092556540 08/01/2025-08/01/2026 Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 Business Auto Policy Policy Endorsement CONTRACTORS EXTENDED COVERAGE ENDORSEMENT - BUSINESS AUTO PLUS I. A. 1. 2. a. b. (1) (2) 3. 4. 1. 2. B. 1. 2. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM LIABILITY COVERAGE Who Is An Insured The following is added to Section II, Paragraph A.1., Who Is An Insured: a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b.The insurance afforded by this provision A.1. does not apply to any such entity that is an insured under any other liability "policy" providing auto coverage. Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest. The insurance afforded by this provision A.2.: Is effective on the acquisition or formation date, and is afforded only until the end of the policy period of this Coverage Form, or the next anniversary of its inception date, whichever is earlier. Does not apply to: Bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization; or Any such organization that is an insured under any other liability "policy" providing auto coverage. Any person or organization that you are required by a written contract to name as an additional insured is an insured but only with respect to their legal liability for acts or omissions of a person, who qualifies as an insured under SECTION II – WHO IS AN INSURED and for whom Liability Coverage is afforded under this policy. If required by written contract, this insurance will be primary and non-contributory to insurance on which the additional insured is a Named Insured. An employee of yours is an insured while operating an auto hired or rented under a contract or agreement in that employee's name, with your permission, while performing duties related to the conduct of your business. "Policy", as used in this provision A. Who Is An Insured, includes those policies that were in force on the inception date of this Coverage Form but: Which are no longer in force; or Whose limits have been exhausted. Bail Bonds and Loss of Earnings Section II, Paragraphs A.2. (2) and A.2. (4) are revised as follows: In a.(2), the limit for the cost of bail bonds is changed from $2,000 to $5,000; and In a.(4), the limit for the loss of earnings is changed from $250 to $500 a day. Policy No: BUA Policy Effective Date: Form No: CNA63359XX (04-2012) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 13; Page: 1 of 4 Underwriting Company: American Casualty Company Of Reading, PA 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. 08/01/2025 7092547367 Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 CNA II Business Auto Policy Policy Endorsement C. II. A. B. a. b. C. a. D. a. b. c. d. e. (1) (2) E. Fellow Employee Section II, Paragraph B.5 does not apply. Such coverage as is afforded by this provision C. is excess over any other collectible insurance. PHYSICAL DAMAGE COVERAGE Glass Breakage – Hitting A Bird Or Animal – Falling Objects Or Missiles The following is added to Section III, Paragraph A.3.: With respect to any covered auto, any deductible shown in the Declarations will not apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced. Transportation Expenses Section III, Paragraph A.4.a. is revised, with respect to transportation expense incurred by you, to provide: $60 per day, in lieu of $20; subject to $1,800 maximum, in lieu of $600. Loss of Use Expenses Section III, Paragraph A.4.b. is revised, with respect to loss of use expenses incurred by you, to provide: $1,000 maximum, in lieu of $600. Hired "Autos" The following is added to Section III. Paragraph A.: 5. Hired "Autos" If Physical Damage coverage is provided under this policy, and such coverage does not extend to Hired Autos, then Physical Damage coverage is extended to: Any covered auto you lease, hire, rent or borrow without a driver; and Any covered auto hired or rented by your employee without a driver, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. The most we will pay for any one accident or loss is the actual cash value, cost of repair, cost of replacement or $75,000, whichever is less, minus a $500 deductible for each covered auto. No deductible applies to loss caused by fire or lightning. The physical damage coverage as is provided by this provision is equal to the physical damage coverage(s) provided on your owned autos. Such physical damage coverage for hired autos will: Include loss of use, provided it is the consequence of an accident for which the Named Insured is legally liable, and as a result of which a monetary loss is sustained by the leasing or rental concern. Such coverage as is provided by this provision will be subject to a limit of $750 per accident. Airbag Coverage The following is added to Section III, Paragraph B.3.: The accidental discharge of an airbag shall not be considered mechanical breakdown. Policy No: BUA Policy Effective Date: Form No: CNA63359XX (04-2012) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 13; Page: 2 of 4 Underwriting Company: American Casualty Company Of Reading, PA, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. 08/01/2025 7092547367 Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 CNA Business Auto Policy Policy Endorsement F. c. d. G. a. b. c. d. (1) (2) III. 1. a. b. (1) (2) 2. IV. A. Electronic Equipment Section III, Paragraphs B.4.c and B.4.d. are deleted and replaced by the following: Physical Damage Coverage on a covered auto also applies to loss to any permanently installed electronic equipment including its antennas and other accessories A $100 per occurrence deductible applies to the coverage provided by this provision. Diminution In Value The following is added to Section III, Paragraph B.6.: Subject to the following, the diminution in value exclusion does not apply to: Any covered auto of the private passenger type you lease, hire, rent or borrow, without a driver for a period of 30 days or less, while performing duties related to the conduct of your business; and Any covered auto of the private passenger type hired or rented by your employee without a driver for a period of 30 days or less, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. Such coverage as is provided by this provision is limited to a diminution in value loss arising directly out of accidental damage and not as a result of the failure to make repairs; faulty or incomplete maintenance or repairs; or the installation of substandard parts. The most we will pay for loss to a covered auto in any one accident is the lesser of: $5,000; or 20% of the auto's actual cash value (ACV). Drive Other Car Coverage – Executive Officers The following is added to Sections II and III: Any auto you don't own, hire or borrow is a covered auto for Liability Coverage while being used by, and for Physical Damage Coverage while in the care, custody or control of, any of your "executive officers", except: An auto owned by that "executive officer" or a member of that person's household; or An auto used by that "executive officer" while working in a business of selling, servicing, repairing or parking autos. Such Liability and/or Physical Damage Coverage as is afforded by this provision. Equal to the greatest of those coverages afforded any covered auto; and Excess over any other collectible insurance. For purposes of this provision, "executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document, and, while a resident of the same household, includes that person's spouse. Such "executive officers" are insureds while using a covered auto described in this provision. BUSINESS AUTO CONDITIONS Duties In The Event Of Accident, Claim, Suit Or Loss The following is added to Section IV, Paragraph A.2.a.: Policy No: BUA Policy Effective Date: Form No: CNA63359XX (04-2012) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 13; Page: 3 of 4 Underwriting Company: American Casualty Company Of Reading, PA, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. 08/01/2025 7092547367 Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 CNA Business Auto Policy Policy Endorsement (4) (6) B. C. D. E. a. V. Your employees may know of an accident or loss. This will not mean that you have such knowledge, unless such accident or loss is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. The following is added to Section IV, Paragraph A.2.b.: Your employees may know of documents received concerning a claim or suit. This will not mean that you have such knowledge, unless receipt of such documents is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. Transfer Of Rights Of Recovery Against Others To Us The following is added to Section IV, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an accident or loss. Concealment, Misrepresentation or Fraud The following is added to Section IV, Paragraph B.2.: Your failure to disclose all hazards existing on the date of inception of this Coverage Form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional. Other Insurance The following is added to Section IV, Paragraph B.5.: Regardless of the provisions of Paragraphs 5.a. and 5.d. above, the coverage provided by this policy shall be on a primary non-contributory basis. This provision is applicable only when required by a written contract. That written contract must have been entered into prior to Accident or Loss. Policy Period, Coverage Territory Section IV, Paragraph B. 7.(5).(a). is revised to provide: 45 days of coverage in lieu of 30 days. DEFINITIONS Section V. paragraph C. is deleted and replaced by the following: Bodily injury means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury or death resulting from any of these. Policy No: BUA Policy Effective Date: Form No: CNA63359XX (04-2012) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 13; Page: 4 of 4 Underwriting Company: American Casualty Company Of Reading, PA 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. 08/01/2025 7092547367 Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 CNA Business Auto Policy Policy Endorsement LESSOR - ADDITIONAL INSURED AND LOSS PAYEE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. SCHEDULE Insurance Company: American Casualty Company of Reading, Pennsylvania CONCORD, CA 94520-7964 Additional Insured (Lessor): Address: Designation Or Description Of "Leased Autos": Coverages Limit Of Insurance Liability $1,000,000 Each"Accident" Comprehensive Actual Cash Value Or Cost Of Repair, Whichever Is Less, Minus Refer to Declarations Deductible For Each Covered "Leased Auto" Collision Actual Cash Value Or Cost Of Repair, Whichever Is Less, Minus Refer to Declarations Deductible For Each Covered "Leased Auto" Specified Causes Of Loss Actual Cash Value Or Cost Of Repair, Whichever Is Less, Minus Deductible For Each Covered "Leased Auto" BUA 7092547367 Endorsement No: 6; Page: 1 of 2 Policy Page: 60 of 200 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 Form No: CA 20 01 10 13 Endorsement Effective Date: © Copyright Insurance Services Office, Inc., 2011 Named Insured: HARRIS & ASSOCIATES INC. Endorsement Effective Date: 08/01/2025 Policy Number: 7092547367 Effective Date: 08/01/2025 Expiration Date: 08/01/2026 Named Insured: HARRIS & ASSOCIATES INC. Address: 1401 WILLOW PASS RD STE 500 Policy No: Endorsement Expiration Date: Policy Effective Date: 08/01/2025 Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 II I Business Auto Policy Policy Endorsement Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A.Coverage 1.Any "leased auto" designated or described in the Schedule will be considered a covered "auto" you own and not a covered "auto" you hire or borrow. 2.For a "leased auto" designated or described in the Schedule, the Who Is An Insured provision under Covered Autos Liability Coverage is changed to include as an "insured" the lessor named in the Schedule. However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: a.You; b.Any of your "employees" or agents; or c.Any person, except the lessor or any "employee" or agent of the lessor, operating a "leased auto" with the permission of any of the above. 3.The coverages provided under this endorsement apply to any "leased auto" described in the Schedule until the expiration date shown in the Schedule, or when the lessor or his or her agent takes possession of the "leased auto", whichever occurs first. B.Loss Payable Clause 1.We will pay, as interest may appear, you and the lessor named in this endorsement for "loss" to a " leased auto". 2.The insurance covers the interest of the lessor unless the "loss" results from fraudulent acts or omissions on your part. 3.If we make any payment to the lessor, we will obtain his or her rights against any other party. C.Cancellation 1.If we cancel the policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2.If you cancel the policy, we will mail notice to the lessor. 3.Cancellation ends this agreement. D.The lessor is not liable for payment of your premiums. E.Additional Definition As used in this endorsement: "Leased auto" means an "auto" leased or rented to you, including any substitute, replacement or extra " auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. BUA 7092547367 Endorsement No: 6; Page: 2 of 2 Policy Page: 61 of 200 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 Form No: CA 20 01 10 13 Endorsement Effective Date: © Copyright Insurance Services Office, Inc., 2011 Policy No: Endorsement Expiration Date: Policy Effective Date: 08/01/2025 Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 Business Auto Policy Policy Declarations ITEM SEVEN COMMERCIAL AUTOMOBILE LOSS PAYEE SCHEDULE This Schedule identifies loss payees provided by the Loss Payable Clause endorsement: Any Loss Payee that has a financial interest in a covered ‘auto” for which we are providing physical damage coverage for that covered “auto” under this policy. ITEM EIGHT ADDITIONAL INSURED (LESSOR) SCHEDULE This Schedule applies to the Lessor-Additional Insured And Loss Payee endorsement: Any Lessor of a covered “auto” for which we are providing any coverage for that covered “auto” under this policy. Chairman of the Board Secretary Policy No: Underwriting Company: BUA 7092547367 Policy Declarations ; Page: 16 of 16 Policy Page: 26 of 200American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. Form No: CNA85611XX (01-2017)Policy Effective Date: 08/01/2025 Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 I Business Auto Policy Policy Endorsement WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: HARRIS & ASSOCIATES INC. Endorsement Effective Date: SCHEDULE Name(s) Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. Policy No: BUA Policy Effective Date: Form No: CA 04 44 10 13 Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 4; Page: 1 of 1 Underwriting Company: American Casualty Company Of Reading, PA, 151 N Franklin St, Chicago, IL 60606 © Copyright Insurance Services Office, Inc., 2011 08/01/2025 08/01/2025 7092547367 Docusign Envelope ID: 5791806D-77C8-44EB-BE80-5D8622E44D21 CNA II