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Malcolm Drilling Company Inc - FY2026-025 01203.0006/770637.1 PUBLIC WORKS AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and MALCOLM DRILLING COMPANY, INC. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 AGREEMENT FOR PUBLIC WORKS SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND MALCOLM DRILLING COMPANY, INC. THIS AGREEMENT FOR PUBLIC WORKS SERVICES (herein “Agreement”) is made and entered into on July 1, 2025 by and between the City of Rancho Palos Verdes, a California municipal corporation (“City”) and Malcolm Drilling Company, Inc., a California Corporation (“Contractor”). City and Contractor may be referred to, individually or collectively, as “Party” or “Parties.” RECITALS A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Contractor, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Rancho Palos Verdes Municipal Code, and Resolution No. 2023-47 adopted on October 3, 2023, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. WORK OF CONTRACTOR 1.1 Scope of Work. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the “Scope of Work” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the work required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Bid Documents. The Scope of Work shall include the “General Provisions” and “Special Provisions” in the bid documents for the project entitled Portuguese Bend Emergency Landslide Stabilization (“the Project”) including any documents or exhibits referenced therein (collectively, “bid documents”), all of which are incorporated herein by this reference. In the event of any inconsistency between the terms of the bid documents and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Contractor shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 Compliance with California Labor Law. (a) Public Work. The Parties acknowledge that the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Contractor shall post job site notices, as prescribed by regulation. (b) Prevailing Wages. Contractor shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Contractor acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Contractor shall post a copy of the same at each job site where work is performed under this Agreement. (c) Penalty for Failure to Pay Prevailing Wages. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor. (d) Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) Apprentices. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. (f) Eight-Hour Work Day. Contractor acknowledges that eight (8) hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the basic rate of pay. (h) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Contractor certifies as follows: “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.” Contractor’s Authorized Initials ________ (i) Contractor’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 with any subcontractor for work under this Agreement. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any such failure by any subcontractor. 1.5 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits, registrations, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.6 Familiarity with Work. (a) By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of work to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. (b) Contractor shall promptly, and before the following conditions are disturbed, notify the City, in writing, of any: (i) material Contractor believes may be hazardous waste as defined in Section 25117 of the Health & Safety Code required to be removed to a Class I, II, or III disposal site in accordance with existing law; (ii) subsurface, unknown or latent conditions, materially different from those indicated; or (iii) unknown physical conditions at the site of any unusual nature, different from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, and will materially affect the performance of the services hereunder. (c) City shall promptly investigate the conditions, and if it finds that the conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase in Contractor's cost of, or the time required for, performance of any part of the work, shall issue a change order per Section 1.10 of this Agreement. (d) In the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date set, but shall proceed with all work to be performed under the Agreement. Contractor shall retain any and all rights provided Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 either by contract or by law, which pertain to the resolution of disputes and protests between the contracting parties. (e) City will compensate Contractor to the extent required by Government Code Section 4215 by issuing a change order per Section 1.10 of this Agreement. 1.7 Protection and Care of Work and Materials. The Contractor shall adopt reasonable methods, including providing and maintaining storage facilities, during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as caused by City’s own negligence. Stored materials shall be reasonably accessible for inspection. Contractor shall not, without City’s consent, assign, sell, mortgage, hypothecate, or remove equipment or materials which have been installed or delivered and which may be necessary for the completion of the work. 1.8 Warranty. Contractor warrants all work under the Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the work or non-conformance of the work to the Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act as soon as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair, remove and replace any portions of the work (or work of other contractors) damaged by its defective work or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor's obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand. 1.9 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.10 Additional Work and Change Orders. (a) City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Work or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor (“Change Order”). All Change Orders must be signed by the Contractor and Contract Officer prior to commencing the extra work thereunder. (b) Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or any increase in the time to perform of up to one hundred eighty (180) days; and does not materially affect the Work and which are not detrimental to the Work or to the interest of the City, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. (c) Any adjustment in the Contract Sum for a Change Order must be in accordance with the rates set forth in the Schedule of Compensation in Exhibit “C”. If the rates in the Schedule of Compensation do not cover the type of work in the Change Order, the cost of such work shall not exceed an amount agreed upon in writing and signed by Contractor and Contract Officer. If the cost of the Change Order cannot be agreed upon, the City will pay for actual work of the Change Order completed, to the satisfaction of the City, as follows: (i) Labor: the cost of labor shall be the actual cost for wages of workers and subcontractors performing the work for the Change Order at the time such work is done. The use of labor classifications that would increase the cost of such work shall not be permitted. (ii) Materials and Equipment: the cost of materials and equipment shall be at cost to Contractor or lowest current price which such materials and equipment are reasonably available at the time the work is done, whichever is lower. (iii) If the cost of the extra work cannot be agreed upon, the Contractor must provide a daily report that includes invoices for labor, materials and equipment costs for the work under the Change Order. The daily report must include: list of names of workers, classifications, and hours worked; description and list of quantities of materials used; type of Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 equipment, size, identification number, and hours of operation, including loading and transportation, if applicable; description of other City authorized services and expenditures in such detail as the City may require. Failure to submit a daily report by the close of the next working day may, at the City’s sole and absolute discretion, waive the Contractor’s rights for that day. (d) It is expressly understood by Contractor that the provisions of this Section 1.10 shall not apply to services specifically set forth in the Scope of Work. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. (e) No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.11 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $2,500,000 (Two Million Five Hundred Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.10. 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services less the contract retention; (iii) payment for time and materials based upon the Contractor’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 attendance of Contractor at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Contractor is required to attend additional meetings to facilitate such coordination, Contractor shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Contractor is certifying compliance with all provisions of the Agreement. The invoice shall contain all information specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Contractor shall not invoice City for any duplicate services performed by more than one person. City shall, as soon as practicable, independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, or as provided in Section 7.3, City will cause Contractor to be paid within thirty (30) days of receipt of Contractor’s correct and undisputed invoice; however, Contractor acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event that City does not cause Contractor to be paid within thirty (30) days of receipt of an undisputed and properly submitted invoice, Contractor shall be entitled to the payment of interest to the extent allowed under Public Contract Code Section 20104.50. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor, not later than seven (7) days after receipt by the City, for correction and resubmission. Returned invoices shall be accompanied by a document setting forth in writing the reasons why the payment request was rejected. Review and payment by the City of any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of the Agreement pursuant to this Section. 3.4 Inspection and Final Acceptance. City may inspect and accept or reject any of Contractor’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Contractor’s work within forty-five (45) days after submitted to City. City shall accept work by a timely written acceptance, otherwise work shall be deemed to have been rejected. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as to amount to fraud. Acceptance of any work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Articles 1 and 5, pertaining to warranty and indemnification and insurance, respectively. 3.5 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Contractor. The following principals of Contractor (“Principals”) are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 Joseph Hakim ____________ Project Manager __________ (Name) (Title) Brock Nieuwkoop _________ Vice President / District Manager (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing Principals were a substantial inducement for City to enter into this Agreement. Therefore, the Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. Additionally, Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Contractor shall notify City of any changes in Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Contractor. Contractor shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Contractor, nor any of Contractor’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be David Copp, Deputy Director of Public Works or such person as may be designated by the City Manager. It shall be the Contractor’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor’s employees, servants, representatives or agents, or in fixing Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. All subcontractors shall obtain, at its or Contractor’s expense, such licenses, permits, registrations and approvals (including from the City) as may be required by law for the performance of any services or work under this Agreement. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance Coverages. Without limiting Contractor’s indemnification of City, and prior to commencement of any services under this Agreement, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. Additional Insurance as referenced in Section 5.2(a) below shall provide coverage for both ongoing and completed operations, and shall provide for both a defense and indemnity of the City. (b) Automobile liability insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Services Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Contractor shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $3,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Contractor agrees to maintain continuous coverage through a period no less than five (5) years after completion of the services required by this Agreement. (d) Workers’ compensation insurance. Contractor shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). (e) Umbrella or excess liability insurance. Contractor shall obtain and maintain an umbrella or excess liability insurance that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability and employer’s liability. Such policy or policies shall include the following terms and conditions: • Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; • Policies shall “follow form” to the underlying primary policies; and • Insureds under primary policies shall also be insureds under the umbrella or excess policies. (f) Pollution liability insurance. Environmental Impairment Liability Insurance shall be written on a Contractor’s Pollution Liability form, or other form acceptable to the City, providing coverage for liability arising out of sudden, accidental and gradual pollution and remediation. The policy limit shall be no less than $1,000,000 dollars per claim and in the aggregate. All activities contemplated in this Agreement shall be specifically scheduled on the policy as “covered operations.” The policy shall provide coverage for the hauling of waste from the project site to the final disposal location, including non-owned disposal sites. (g) Builder’s risk insurance. Upon commencement of construction and with approval of City, Contractor shall obtain and maintain builder’s risk insurance for the entire duration of the Project until only the City has an insurable interest. The Builder’s Risk coverage shall include the coverages as specified below. The named insureds shall be Contractor and City, including its officers, officials, employees, and agents. All Subcontractors (excluding those solely responsible for design Work) of any tier and suppliers shall be included as additional insureds as their interests may appear. Contractor shall not be required to maintain property insurance for any portion of the Project following transfer of control thereof to City. The policy shall contain a provision that all Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 proceeds from the builder’s risk policy shall be made payable to the City. The City will act as a fiduciary for all other interests in the Project. Policy shall be provided for replacement value on an "all risk" basis for the completed value of the project. There shall be no coinsurance penalty or provisional limit provision in any such policy. Policy must include: (1) coverage for any ensuing loss from faulty workmanship, Nonconforming Work, omission or deficiency in design or specifications; (2) coverage against machinery accidents and operational testing; (3) coverage for removal of debris, and insuring the buildings, structures, machinery, equipment, materials, facilities, fixtures and all other properties constituting a part of the Project; (4) Ordinance or law coverage for contingent rebuilding, demolition, and increased costs of construction; (5) transit coverage (unless insured by the supplier or receiving contractor), with sub-limits sufficient to insure the full replacement value of any key equipment item; (6) Ocean marine cargo coverage insuring any Project materials or supplies, if applicable; (7) coverage with sub-limits sufficient to insure the full replacement value of any property or equipment stored either on or off the Site or any staging area. Such insurance shall be on a form acceptable to Agency to ensure adequacy of terms and sublimits and shall be submitted to the Agency prior to commencement of construction. (h) Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. City shall be an additional insured on all subcontractor polices pursuant to this Section 5.1 and Section 5.2 below. (i) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”. 5.2 General Insurance Requirements. (a) Proof of insurance. Contractor shall provide additional insured endorsements to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Certificates of Insurance will not be acceptable. Endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current Endorsements and Declarations pages shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. In the event the City makes such a request, Contractor shall immediately provide the requested policies and provide any such Privacy Act release required by the City to Contractor’s insurers relative to policy information. (b) Duration of coverage. Unless a longer or shorter term is specified herein with respect to a specific type of insurance, Contractor shall procure and maintain for the duration of this Agreement all of the insurance required by this Agreement.. (c) Products/completed operations coverage. Products/completed operations coverage shall extend a minimum of three (3) years after project completion. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors. If the insured is using subcontractors, the Policy must include work performed “by or Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 on behalf” of the insured. Policy shall contain no language that would invalidate or remove the insurer’s duty to defend or indemnify for claims or suits expressly excluded from coverage. Policy shall specifically provide for a duty to defend on the part of the insurer. The City, its officials, officers, agents, and employees, shall be included as additional insureds under the Products and Completed Operations coverage. (d) Primary/noncontributing. For insurance required by Section 5.1(a) and (b) coverage provided by Contractor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall comply with the Proof of Insurance requirements of paragraph 5.2(a), and must contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured. (e) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement. (f) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. (g) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. (h) Enforcement of contract provisions (non-estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (i) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (j) Notice of cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. (k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of insureds. Commercial General Liability and Automobile policies shall contain a severability of interests provision must apply for all additional insureds ensuring that Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Contractor agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage and endorsements required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City and Contractor may renegotiate Contractor’s compensation. (o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. Contractor shall be responsible for immediately satisfying any deductible, retained limit or self-insured retention in order for the City to be afforded an immediate defense. (p) Timely notice of claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City’s failure to promptly tender defense directly to any insurer shall not be considered “voluntary” within the meaning of any insurer’s “voluntary payments” clause or similar provision. No defense costs or indemnity obligation incurred by the City in any matter arising from or related Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 to Contractor’s acts or omissions in the performance of this Agreement shall be considered “voluntary.” (q) Additional kinds of insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 5.3 Indemnification. To the full extent permitted by law, Contractor agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable (“indemnitors”), or arising from Contractor’s or indemnitors’ reckless or willful misconduct, or arising from Contractor’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Contractor will upon tender of defense by the City, immediately defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith. Contractor expressly waives any contention that an immediate defense obligation does not arise pursuant to any provision of the California Civil Code and/or Crawford v. Weathershield (2008) 44 Cal.4th 541, or its progeny. (b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees. In addition, Contractor agrees to indemnify, defend and hold harmless the Indemnified Parties from, any and all claims and liabilities for any infringement of patent rights, copyrights or trademark on any person or persons in consequence of the use by the Indemnified Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 Parties of articles to be supplied by Contractor under this Agreement, and of which the Contractor is not the patentee or assignee or has not the lawful right to sell the same. 5.4 Contractor shall incorporate the provisions of this Section 5.3 in all indemnity agreements with its subcontractors and if it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Contractor in the performance of professional services and work hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement. 5.5 Notification of Third-Party Claims. City shall timely notify Contractor of the receipt of any third-party claim relating to the work under this Agreement. City shall be entitled to recover from Contractor its reasonable costs incurred in providing such notification. 5.6 Performance and Labor Bonds. Concurrently with execution of this Agreement Contractor shall deliver to the City, the following: (a) A performance bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement. (b) A labor and materials bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the payment of all persons furnishing labor and/or materials in connection with the work under this Agreement. Both the performance and labors bonds required under this Section 5.5 shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement and pays all labor and materials for work and services under this Agreement. 5.7 Sufficiency of Insurer or Surety. Insurance and bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best’s Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by Section 5.5 may be changed accordingly upon receipt of written notice from the Risk Manager. 5.8 Substitution of Securities. Pursuant to Public Contract Code Section 22300, substitution of eligible equivalent securities for any funds withheld to ensure performance under this Agreement may be permitted at the request and sole expense of the Contractor. Alternatively, the Contractor may, pursuant to an escrow agreement in a form prescribed by Public Contract Code Section 22300, request payment of retentions funds earned directly to the escrow agent at the sole expense of the Contractor. 5.9 Release of Securities. City shall release the Performance and Labor Bonds when the following have occurred: (a) Contractor has made a written request for release and provided evidence of satisfaction of all other requirements under Article 5 of this Agreement; (b) the Work has been accepted; and (c) after passage of the time within which lien claims are required to be made pursuant to applicable laws; if lien claims have been timely filed, City shall hold the Labor Bond until such claims have been resolved, Contractor has provided statutory bond, or otherwise as required by applicable law. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies, certified and accurate copies of payroll records in compliance with all applicable laws, or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of 3 years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Contractor’s business, custody of the books and records may be given to City, and access shall be provided by Contractor’s successor in interest. Notwithstanding the above, the Contractor shall fully cooperate with the City in Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City’s sole risk and without liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use, reuse or assignment. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City. 6.4 Confidentiality and Release of Information. (a) information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives City notice of such court order or subpoena. (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorneys’ fees, caused by or incurred as a result of Contractor’s conduct. (d) Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes. (a) Default; Cure. In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall proceed with payment on the invoices only when the default is cured. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Contractor’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 (b) Dispute Resolution. This contract is subject to the provisions of Article 1.5 (commencing at Section 20104) of Division 2, Part 3 of the California Public Contract Code regarding the resolution of public works claims of less than $375,000. Article 1.5 mandates certain procedures for the filing of claims and supporting documentation by the Contractor, for the response to such claims by the City, for a mandatory meet and confer conference upon the request of the Contractor, for mandatory non-binding mediation in the event litigation is commenced, and for mandatory judicial arbitration upon the failure to resolve the dispute through mediation. This Agreement hereby incorporates the provisions of Article 1.5 as though fully set forth herein. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor’s acts or omissions in performing or failing to perform Contractor’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Contractor shall file a claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement . 7.7 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable, in addition to any liquidated damages pursuant to paragraph 5.2(b) above, for and shall pay to the City the sum of ___________________________ Dollars ($_________) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit “D”). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. Pursuant to Government Code Section 4215, Contractor shall not be assessed liquidated damages for delay in completion of the project when such delay was caused by the failure of the public agency or owner of the utility to provide for removal or relocation of utility facilities. 7.8 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon fourteen (14) days’ written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attorneys’ Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 7.11 Unfair Business Practices Claims. In entering into this Agreement, Contractor offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials related to this Agreement. This assignment shall be made and become effective at the time the City renders final payment to the Contractor without further acknowledgment of the Parties. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor’s performance of services under this Agreement. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class. 8.4 Unauthorized Aliens. Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Boulevard, Rancho Palos Verdes, CA 90275 and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. All correspondence relating to this Agreement shall be serialized consecutively. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Contractor warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Contractor further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Contractor is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Contractor’s Authorized Initials _______ Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation ____________________________________ David L. Bradley, Mayor ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William Wynder, City Attorney CONTRACTOR: MALCOLM DRILLING COMPANY, INC., a California Corporation By: _________________________________ Name: Brock Nieuwkoop Title: District Manager / Vice President By: _________________________________ Name: Jason Malcolm Title: Chief Operating Officer / President Address: Malcolm Drilling Co., Inc. 4926 N. Azusa Canyon Rd. Irwindale, CA 91706 Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 8/12/2025 8/21/2025 8/21/2025 8/22/2025 8/22/2025 01203.0006/770637.1 A-1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2025 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 A-2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2025 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 A-3 EXHIBIT “A” SCOPE OF WORK I. Contractor shall perform all of the work and comply with all provisions of the Agreement, and with the plans, specifications and other directions provided as part of individual Task Orders executed for the project entitled Portuguese Bend Emergency Landslide Stabilization Project (“the Project”) including any documents or exhibits referenced therein. II. The work shall proceed by Task or Phase (referred to as Task for convenience), the scope of each of which will be provided by the City as soon as the parameters and engineering design for each Task are completed by the City (including any of its consultants), with input from the Contractor, the City’s geotechnical engineering consulting firm, and the City’s geologist. The following process shall apply. A. Each Task to be performed shall be set forth in a written request (“Request”) provided by the City with a description of the work to be performed, and the time desired for completion. All Tasks shall be carried out in conformity with all provisions of this Agreement. B. Following receipt of the Request, the Contractor shall prepare a “Task Proposal” that includes the following components: 1. A written description of how the requested Task will be performed (“Task Description”), including all components and subtasks required engineering, and including any clarifications of the descriptions provided in the Request; 2. The costs to perform the task (“Task Budget”), including a detailed bid schedule, to be developed using the critical path schedule methodology; and based on agreed rates in Exhibit “E”, or as may otherwise be negotiated by the parties. 3. The City may require a schedule for completion of a given task (“Task Completion Schedule”), including a final completion date (“Task Completion Date”). 4. Task Proposals, Task Budgets, and Task Completion Schedules shall be developed while prior Tasks are in process, with the goal of continuous construction on all phases of the Project. C. The City shall approve the Task Proposal or require modifications in writing, and the Contract officer shall issue a Notice to Proceed when a written agreement has been reached on the Task Proposal. D. The task shall be performed at a cost not exceeding the Task Budget, provided that unknown conditions discovered following commencement of work, which could Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 A-4 have been discovered despite the Contractor’s due diligence, may be approved pursuant to a change order. E. Contractor shall complete the Task and deliver all deliverables to the City by the Task Completion Date and in accordance with the Task Completion Schedule, subject to any extension granted due to schedule impact generated by unknown conditions discovered following commencement of work and approved pursuant to a Change Order. III. The Contractor will be considered one of multiple contractors (via separate contracts) that may be engaged or utilized for the general scope of work specified herein. The City will select a contractor for a specific Task based on one or more of the following parameters: A. The City’s selection of a contractor on a rotational list of on-call contractors while endeavoring to assign work in a manner that is fair and equitable to all contractors. B. The Contractor’s readiness to start the work within an appropriate timeframe. C. The Contractor’s responsiveness to the City’s request for a Task Proposal. D. The degree of success of negotiating the scope, budget and schedule of a given Task. E. The Contractor’s success in performing work under this Agreement. IV. The City does not guarantee the issuance of a given Task or Tasks, or that the sum of city-issued tasks will equal or exceed (by way of amendment or contract change order) the not-to-exceed contract value. V. Brief description of the work to be performed: 1. Re-instating (“re-drilling”) and/or replacing existing deep dewatering wells (DDWs) have been damaged by land movement or otherwise. See attachments “A-1” and “A- 2” showing the approximate location of existing DDWs and relative approximate as- constructed details, respectively. The City, under the authorization of the City Council, reserves the right to include the installation of additional DDWs as part of the scope of work. Based on field conditions, existing access roads, trails and paths (access routes) may require repairs or modifications, or new access routes created. The Contractor and City shall mutually-agree on the responsible party for performing the work (ie. the Contractor or by others) and associated conditions and scope of work before a notice- to-proceed is issued. 2. Installing emergency “winterization” measures, including, but not limited to the following: Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 A-5 a. Above-grade drainage improvements, grading, fissure filling, installing impermeable membranes, mechanically-operated drainage improvements and other measures as specified and directed by the City. b. Subsurface drainage improvements involving the repair or replacement of small-diameter pipelines. VI. In addition to the requirements of Section 6.2 and any other requirements included in a Task, during performance of the work, Contractor will keep the City apprised of the status of performance by delivering daily and weekly logs of work performed and updated performance schedules as further required in a Task. VII. All work is subject to review and acceptance by the City, and must be revised by the Contractor without additional charge to the City until found satisfactory and accepted by City. VIII. Contractor shall provide safe and continuous passage for pedestrian and vehicular traffic in accordance with the Work Area Traffic Control Handbook (WATCH), latest edition. IX. City will be responsible for securing all rights and interests needed to provide Contractor with access to the work site or other areas where work will be performed, including necessary staging areas. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0023/981706.1 EXHIBIT A-1 LOCATION MAP OF EXISTING DEEP DEWATERING WELLS [Attached] Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 & 4A (de-commissioned) Access Route from Palos Verdes Drive South Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0023/981706.1 EXHIBIT A-2 DEEP DEWATERING WELLS AS-BUILT SCHEDULE [Attached] Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 A B C C1 D E Approx. Depth of PBL (ft) Approx. Depth of Altamira Landslide (ft) Drill Depth - 8" & PVC Pipe Depth (ft) As-Built Drill Depth - 8" / PVC Pipe Depth (ft) Approx. Casing Depth to be Left in the Ground- 9.25" (ft) Initial Depth of Pump (ft) DDW-1 25 199 250 242 20 150 100 09/10/24 to 09/14/24 DDW-2 25 199 250 245 20 150 100 09/12/24 to 09/17/24 DDW-3 25 199 250 242 20 10 100 09/16/24 to 09/20/24 DDW-4 25 199 250 251 20 175 100 abadnoned DDW-4A 25 199 250 245 20 150 Redrilled DDW-5 25 199 230 230 20 150 100 09/24/24 To 09/25/21 DDW-6 90.6 240.6 260 260 85 175 100 09/25/24 to 09/27/24 DDW-7 148 314.5 340 238 130 200 100 DDW-8 140 245 340 331 130 175 100 DDW-9 TBD TBD 340 100 170 100 abadnoned DDW-9A TBD TBD 200 195 75 105 100 Redrilled DDW-10 TBD TBD 275 265 175 175 100 Redrilled DDW-11 TBD TBD 200 180 140 180 100 Ground Elevation - 71.4' Abandoned Additional Notes: * Pump elevation changes subject to actual borehole conditions determined daily by sounding 1. Actual depths of DDW-7 & DDW-8 determined after completion of shape array and initial pizo readings 2. Actual depths of DDW-10 and DDW-11 determined after completion of shape array and initial pizo readings from ALTA-6. Pi l o t D e w a t e r i n g W e l l s Altamira Complex Pilot Deep Dewatering Wells (DDW) As-Built - Updated 6/6/25 Min. Pump Capacity (GPM) Notes & Other Information Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 B-1 EXHIBIT “B” SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) The Agreement is hereby amended as follows (deletions shown in strikethrough and additions shown in bold italics): 1. Section 1.1, “Scope of Work,” is replaced with the following: In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the “Scope of Work” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the work required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firmsexercised by professionals performing similar work under similar circumstances. 2. Section 1.2, “Bid Documents,” is replaced with the following: The Scope of Work shall include all provisions provided herein, including all exhibits, the “General Provisions” and “Special Provisions” in the bid documents for the project entitled Portuguese Bend Emergency Landslide Stabilization (the “Project”) including any documents or exhibits referenced therein (collectively, “bid documents”), all of which are incorporated herein by this reference. In the event of any inconsistency between the terms of the bid documents and this Agreement, the terms of this Agreement shall govern. 3. Section 1.4, “Compliance with California Labor Law,” is amended to add a new Subsection (j), as follows: (j) Registration with DIR. Pursuant to Labor Code section 1771.1, Contractor and all subcontractors must be registered with, and pay an annual fee to, the DIR prior to and during the performance of any work under this Agreement. 4. Section 1.6, “Familiarity with Work,” is modified to add a new subsection (f) is added as follows: Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 B-2 (f) Contractor shall perform all Work in accordance with this Agreement and in accordance with the standard of care ordinarily exercised by qualified contractors performing similar work under similar conditions. The City acknowledges that due to the ongoing and unpredictable nature of the landslide conditions at the site, changes in landslide activity may occur during the performance of the Work. Contractor shall not be held liable for any change in or exacerbation of landslide conditions that occurs despite Contractor’s adherence to the terms of this Agreement and applicable standards of care. Notwithstanding the foregoing, nothing in this Section shall relieve Contractor of liability for its negligence, willful misconduct, or failure to comply with the requirements of this Agreement. As previously agreed, the City waives any warranty or repair obligations of Contractor to the extent that completed Work is damaged or rendered inaccessible as a result of continued or future landslide movement. 5. Section 1.7, “Protection and Care of Work and Materials,” is replaced with the following: (a) The Contractor shall adopt reasonable methods in light of the land movement conditions where the work will occur , including providing and maintaining storage facilities, during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as caused by City’s own negligence. Stored materials shall be reasonably accessible for inspection. Contractor shall not, without City’s consent, assign, sell, mortgage, hypothecate, or remove equipment or materials which have been installed or delivered and which may be necessary for the completion of the work. (b) Notwithstanding any provision of this Agreement, all work is to be accomplished at the direction of the City. Contractor will only perform work which is solely determined by Contractor to be safe for Contractor’s personnel and within the safe limits and capabilities of Contractor’s equipment. In the event Contractor determines any work to be unsafe, Contractor shall so notify the City in writing and with specificity within twenty-four (24) hours of discovering unsafe conditions. (c) Contractor shall be solely responsible for the means, methods, techniques, and procedures employed in performing the Work. However, the City acknowledges that work performed in active landslide zones may pose an unusual risk to downhole tooling, equipment, and materials, beyond what is normally anticipated or within the Contractor’s control. Accordingly, in the event that such conditions result in the loss or irreparable damage of Contractor-owned or subcontractor-owned downhole tooling or equipment during the proper execution of the Work under a Task Order, and where such loss is not due to Contractor’s negligence or misuse, Contractor may submit a request for a change order under the applicable Task Order. The City shall give due consideration to such requests, subject to reasonable documentation and verification of conditions and associated losses. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 B-3 6. Section 1.8, “Warranty,” is replaced with the following: Contractor warrants all work under the Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Materials, equipment, or work product damaged by land movement shall not be subject to the warranty provisions of this section, so long as such materials, equipment, or work product were not defective at the time they were installed or completed. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the work or non-conformance of the work to the Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act as soon as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair, remove and replace any portions of the work (or work of other contractors) damaged by its defective work or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor's obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand. 7. Subsection (c) of Section 5.1, “Insurance Coverages” is replaced with the following: (c) Intentionally omitted.Professional liability (errors & omissions) insurance. Contractor shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $3,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Contractor agrees to maintain Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 B-4 continuous coverage through a period no less than five (5) years after completion of the services required by this Agreement. 8. Subsection (c) of Section 5.3, “Indemnification,” is replaced with the following: (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees. In addition, Contractor agrees to indemnify, defend and hold harmless the Indemnified Parties from, any and all claims and liabilities for any infringement of patent rights, copyrights or trademark on any person or persons in consequence of the use by the Indemnified Parties of articles to be supplied by Contractor under this Agreement, and of which the Contractor is not the patentee or assignee or has not the lawful right to sell the same. Contractor shall incorporate the provisions of this Section 5.3 in all indemnity agreements with its subcontractors and if it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Contractor in the performance of professional services and work hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of or to the extent of City’s sole or active negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement. Contractor’s duty to indemnify and hold harmless shall not extend to any impact that the Contractor’s operations may have on the land movement, except to the extent such impacts are due to the negligence of Contractor. 9. Section 5.5, “Performance and Labor Bonds,” is replaced with the following: Concurrently with execution of this Agreement Contractor shall deliver to the City, the following: (a) A performance bond in the initial amount of twenty percent (20%) of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 B-5 (b) A labor and materials bond in the initial amount of twenty percent (20%) of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the payment of all persons furnishing labor and/or materials in connection with the work under this Agreement. Both the performance and labors bonds required under this Section 5.5 shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement and pays all labor and materials for work and services under this Agreement. Concurrent with the issuance of any Task Order, as further described in Exhibit A and Exhibit D of this Agreement, Contractor shall provide a bond rider to the performance bond and a bond rider to the labor and materials bond if the Task Budget of the Task Order, when added to the Task Budget of all Task Orders previously issued to Contractor under this Agreement (if any), exceeds the amount secured under the bonds provided by Contractor under this Section (along with any bond riders previously supplied by Contractor under this Agreement). The bond riders shall be in a form acceptable to the City and shall be in an amount sufficient to secure the total, cumulative value of all Tasks issued by City to Contractor. 10. Section 7.7, “Liquidated Damages,” is replaced with the following: Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable,, in addition to any liquidated damages pursuant to paragraph 5.2(b) above, for and shall pay to the City the sum of One Thousand, Five Hundred Dollars ($1,500) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit “D”) and the schedule included in any Task Order, on a Task Order basis. The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. Pursuant to Government Code Section 4215, Contractor shall not be assessed liquidated damages for delay in completion of the project when such delay was caused by the failure of the public agency or owner of the utility to provide for removal or relocation of utility facilities. Liquidated damages will be capped at five percent (5%) of the Contract Sum, as that amount may be updated. 11. Section 7.8, “Termination Prior to Expiration of Term,” is replaced with the following: This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon fourteen (14) days’ written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30)sixty (60) days’ written notice to City, except that where Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 B-6 termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 12. Section 7.12, “Mutual Waiver of Consequential Damages,” is added as follows: The City and Contractor agree to waive all claims against each other for consequential damages arising out of or related to this Agreement. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 C-1 EXHIBIT “C” SCHEDULE OF COMPENSATION I. Contractor shall perform all work at the rates in accordance with Exhibit “C”. II. Compensation for equipment used to complete all Tasks shall be in accordance with the rates provided in the Contractor’s Proposal (see Exhibit “E”) III. Effective July 1 of each calendar year during the term of this Agreement, the labor rates specified herein shall be subject to adjustment to reflect the most current prevailing wage rates as established by the Director of the California Department of Industrial Relations, pursuant to Section 1770 et seq. of the California Labor Code for County of Los Angeles. Any such adjustment shall be contingent upon the Contractor’s submission of a written request for rate modification provided to the City no later than five (5) business days after July 1, accompanied by adequate documentation substantiating the applicable prevailing wage changes. Said request shall be subject to the prior written approval of the Contracting Officer or their authorized designee. No adjustment to labor rates shall be deemed effective until approved in writing by the Contracting Officer. The Contractor shall not be entitled to any retroactive compensation for work performed prior to such approval. IV. Prices for materials furnished under this Contract shall be determined by prevailing local market rates at the time of purchase. The City shall be invoiced the actual cost incurred by the Contractor for such materials, including all applicable freight charges and sales tax, plus a fifteen percent (15%) markup, consistent with Standard Specifications for Public Works Construction (“Greenbook”). All invoices submitted for payment shall be accompanied by itemized receipts or supplier invoices clearly evidencing the actual prices paid by the Contractor. Failure to provide such documents shall be grounds for withholding payment for the associated materials until it is furnished. V. With respect to each completed Task, a retention of five percent (5%) shall be held from each respective payment as a contract retention to be paid upon satisfactory completion of services and the Contractor has requested release of the retention in writing. VI. The City will compensate Contractor for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 C-2 V. The total compensation for the Services shall not exceed the amount specified in Section 2.1 of this Agreement and as further specified in City-issued Tasks. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 D-1 EXHIBIT “D” SCHEDULE OF PERFORMANCE I. Contractor shall perform all work (the sum of City-issued Task Orders) within the durations specified in the Agreement and supplemented by individual Task Orders starting from the date(s) of the Notice(s) to Proceed in each respective Task Order. II. Contractor shall deliver tangible work products to the City by the deadlines specified in the Agreement, as supplemented by City-issued Task Orders. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 D-2 EXHIBIT “E” CONTRACTOR’S BID PROPOSAL [Attached] Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 Malcolm Drilling Company, Inc. 4926 N. Azusa Canyon Road, Irwindale, CA 91706 Tel. 626-338-0035 Fax 626-338-7113 Contractor License No. 259543 DIR Public Works Contractor Registration No. 1000003389 June 17, 2025 Attention: Mr . David Copp Subject: EXHIBIT A SCOPE OF WORK Portuguese Bend Emergency Landslide Stabilization Dear Mr. Copp, Malcolm Drilling is pleased to submit this proposal for the extension of its Agreement with the City of Rancho Palos Verdes in support of the ongoing Portuguese Bend Emergency Landslide Stabilization efforts. This proposal reflects our continued commitment to providing responsive, high-quality, and collaborative geotechnical construction services that meet the City’s evolving field needs. The scope below outlines the services Malcolm will provide under individual Task Orders issued by the City. 1. SCOPE OF SERVICES 1.1 Reinstatement or Replacement of Deep Dewatering Wells (DDWs) Malcolm shall mobilize to restore the performance of compromised or failed deep dewatering wells. Work may include re-drilling of blocked or damaged wells, installation of new wells, or well development to improve yield and flow. These systems are vital for controlling subsurface water pressures that influence slope stability. Scope includes:  Mobilization of appropriate drilling equipment and materials.  Drilling to required depths through landslide-prone or disturbed ground.  Furnishing and Installation of well casings and screens.  Pump testing, and integration with existing systems or temporary infrastructure. Drilling may occur on unstable slopes or in environmentally sensitive areas, requiring careful coordination with field engineers and the City. 1.2 Access Road Installation and Maintenance Access improvements are critical for staging equipment, materials, and providing emergency ingress and egress. Malcolm shall construct or improve roads and trails for safe access to well pads, monitoring locations, and other project areas. Scope includes:  Clearing and grubbing of vegetation along designated alignments.  Excavation, backfill, and compaction of subgrades.  Placement of geotextiles and aggregate base materials.  Dust control and erosion prevention measures (wattles, berms, silt fences).  Ongoing maintenance of drivable conditions during wet or unstable periods. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 Malcolm Drilling Company, Inc. 4926 N. Azusa Canyon Road, Irwindale, CA 91706 Tel. 626-338-0035 Fax 626-338-7113 Contractor License No. 259543 DIR Public Works Contractor Registration No. 1000003389 pg. 2 Access roads may traverse public or private lands and require flexible field execution per City direction. 1.3 Emergency Winterization Measures To mitigate storm-related erosion and minimize groundwater infiltration, Malcolm may be directed to implement surface protection and slope stabilization work during the rainy season. Scope includes:  Grading or re-contouring to establish positive drainage.  Installation of sandbags, plastic sheeting, hydroseed, and straw wattles.  Shotcrete facing or erosion-resistant blankets in select areas.  Construction of temporary water diversion berms.  Support for City inspection and maintenance during major storm events. All activities will be coordinated with the City’s stormwater compliance team and in accordance with SWPPP guidelines. 1.4 Exploratory and Monitoring Borings At the City’s request, Malcolm will conduct subsurface investigations to support slope monitoring or future design development. Scope includes:  Drilling small-diameter borings for inclinometers, piezometers, or sample collection.  Installation and sealing of geotechnical instrumentation.  Coordination with the City’s geotechnical consultants regarding location and depth. 2. ASSUMPTIONS AND LIMITATIONS 2.1 Work Without Formal Design Plans This work is performed under emergency conditions and without engineered plans. Construction is guided by real-time field decisions made by City representatives or consultants. Malcolm assumes no responsibility for the quality or long-term performance of the work, including but not limited to potential leakage, mudslides, or any other associated risks that may arise as a result of this task order. The work is being executed without formal design plans, under the direct field supervision of City representatives. 2.2 Encroachment and Indemnification Due to the irregular and shifting nature of site boundaries, some work areas or access roads may extend into private property. Accordingly: While Malcolm has made every effort to adhere to the directives provided by the City, we would like to highlight that the access roads and some areas of work may encroach upon private property. As such, Malcolm will not be held liable for any claims related to encroachment or unauthorized use of private property. The City shall fully defend, indemnify, and hold Malcolm harmless from any and all claims, lawsuits, or disputes arising from alleged Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 Malcolm Drilling Company, Inc. 4926 N. Azusa Canyon Road, Irwindale, CA 91706 Tel. 626-338-0035 Fax 626-338-7113 Contractor License No. 259543 DIR Public Works Contractor Registration No. 1000003389 pg. 3 encroachments or any other third-party property-related issues, including but not limited to trespassing, interference with property rights, or access disputes. 3. COORDINATION AND REPORTING  Daily Documentation: Malcolm will provide daily logs detailing crew activities, equipment usage, material deliveries, and site conditions.  Communication: Malcolm’s field supervisors will maintain open coordination with City inspectors, engineers, and other contractors.  Safety: All work will be performed under Malcolm’s site-specific Health and Safety Plan, with daily tailgate meetings and JHAs.  Environmental Compliance: Erosion control and dust suppression will be implemented per BMPs and City direction. 4. TASK ORDER EXECUTION Each task order issued by the City shall define:  The scope of work and limits of disturbance.  Estimated duration and time-sensitive objectives.  Not-to-exceed budget based on agreed unit rates.  Required deliverables or reporting milestones. Work shall not commence until formal written authorization is received. 5. QUALIFICATIONS OF MALCOLM Malcolm is uniquely qualified to continue performing this work due to our unmatched experience on this site:  Familiarity with the Site: Malcolm has worked extensively in the Portuguese Bend area for over a year. We are intimately familiar with site access constraints, soil conditions, equipment logistics, and local sensitivities.  Proven Performance: All prior task orders have been completed on time, under budget, and with zero safety incidents. Our work has been commended for its responsiveness and field coordination.  Strong City Partnership: We have maintained excellent communication and integration with City staff, the engineering team, field biologists, and adjacent property owners, which has proven essential in adapting to rapidly evolving field conditions.  Readiness and Capability: Our equipment, crews, and processes are optimized for this terrain and the specialized requirements of emergency landslide stabilization. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 Malcolm Drilling Company, Inc. 4926 N. Azusa Canyon Road, Irwindale, CA 91706 Tel. 626-338-0035 Fax 626-338-7113 Contractor License No. 259543 DIR Public Works Contractor Registration No. 1000003389 pg. 4  Proven Winterization Experience: Over the past year, Malcolm successfully executed winterization for multiple canyons, including Klondike Canyon uphill of the gabion structures, Klondike Canyon downhill, Altamira Canyon, Kelvin Canyon, Ishibashi Canyon, Paintbrush Canyon, and the Dauntless & Exhalant intersection. In each location, we installed drainage improvements, soil confinement berms, erosion-resistant materials, and temporary access measures—all delivered efficiently, within budget, and without any disruption to residents or public access.  Deep Well & Dewatering Mastery: Malcolm’s longstanding expertise in deep well and dewatering solutions is well documented on our website. We routinely deliver complex dewatering projects, including deep wells, eductor and vacuum wellpoints, recharge wells, sonic drilling, and full water treatment systems: https://www.malcolmdrilling.com/dewatering/ This capability ensures we can efficiently manage subsurface water pressures and fully support groundwater control needs during this emergency stabilization work. We appreciate the opportunity to continue supporting the City in this critical and sensitive work. Sincerely, Malcolm Drilling Company, Inc. Joseph Hakim Project Manager Brad Jones Dewatering Project Manager Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 Deep Wells Vacuum Wellpoints Eductor Wells Artesian Conditions System Design Water Treatment www.malcolmdrilling.com Dewatering Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 Dewatering Malcolm offers complete construction dewatering services, from site evaluation and system design through installation, operation and maintenance. Our unmatched experience, tools, and equipment fleet allow us to install dewatering systems in the most difficult subsurface conditions. Deep Wells Vacuum Wellpoints Eductor Wells Artesian Conditions System Design Water Treatment INSTALLING DEWATERING SYSTEMS Installation is the most critical aspect of all dewatering systems. Improper installation techniques will render the most carefully designed system completely ineffective. Such dewatering systems can truly hamper the success of an overall project and its schedule. Malcolm is skilled at installing the widest array of dewatering systems, including deep wells, and vacuum wellpoints, eductor wells, recharge wells, and horizontal drains, in all types of subsurface conditions. Our fleet of state-of-the-art, high-torque, hydraulic drill rigs, and our vast array of drill tools, allow us to easily install dewatering systems in sand, gravel, cobbles, boulders, and rock (fractured and in-tact). We also have two of the largest crawler-mounted drills ever made, as well as a number of limited-access and low-overhead drill rigs for those hard to reach areas. MALCOLM DRILLING COMPANY Since 1962, Malcolm Drilling Company has consistently provided the best in service to each of its projects. With a network of district offices, Malcolm has been able to accomplish effective, efficient, and successful results on underground construction projects all over the United States, and more recently, in the Pacific and South America. As an independent, family-owned business, Malcolm has been able to reinvest its capital in specialty equipment, allowing it to stay at the forefront of the industry, and continue to offer a wide range of services. Wherever your jobsite is located, and no matter how difficult the challenges are, Malcolm will provide you with the best dewatering solution for your project, at a competitive price. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 3 Phase 480 volt electrical control distribution panels for dewatering pumps. Malcolm can provide different options when it comes to supplying power. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 Deep Wells Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 Deep wells are best suited for high-permeability soils (sands and gravels) and high pumping volumes or head conditions. Based on site-specific subsurface conditions, deep wells are often the most efficient and cost-effective dewatering solution. In the case of coarse-grained sands, gravels and cobbles, deep wells are often the only possible answer. Malcolm has the expertise and equipment to install dewatering systems in the most difficult subsurface conditions. With our fleet of modern drill rigs and drilling tools, Malcolm is capable of installing wells through sands, gravels, cobbles, boulders and rock, as well as into artesian conditions (groundwater under hydrostatic pressures). Deep wells can be equipped with electric submersible pumps (0.5–15 HP), which are typically connected via flex hoses to a common HDPE header piping that leads to the discharge location. These wells are typically installed outside the excavation; however, depending upon the shoring systems, these wells can also be installed and utilized on the inside of a cutoff shored system. Well spacing is dependent upon the subsurface conditions and the constructability, all of which are taken into consideration by the dewatering design and our field expertise. OPPOSITE: Interior deep wells located along the inside perimeter of this cutoff shored excavation that extends 50 feet deep. TOP LEFT: Rotary drill rig installing a temporary cased deep well to avoid potential caving. TOP RIGHT: Typical connection for deep wells from well to header piping. BOTTOM LEFT: Deep wells installed 50 feet on center; the pumps were leap-frogged as the pipe was installed and backfilled. BOTTOM RIGHT: Installing 12-inch PVC well screen into a fully cased well. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 Deep Wells with Vacuum Assist 150 gallons per minute 20 gallons per minute Fractured bedrock Earthen dam dewatering project Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 The deep well with vacuum assist is used in low permeability soils when typical wellpoint dewatering wells are too shallow to be used as a stand-alone method. The small diameter deep well is drilled and installed with a submersible pump, like a normal well would be installed. When the vacuum is introduced into the deep well, it is able to draw water from the low permeability soils to the screen, allowing the pump to lift it from the well. This system is much like an eductor system but it allows for less targeting of the low permeable soils as they are encountered. These wells can be equipped with a 4 inch submersible pump ranging from 0.5 to 5 horse power (HP). The pumps can pump anywhere from 2 gallons per minute (GPM) to 150 GPM depending on the total dynamic head (TDH) of your system. TOP LEFT: Four inch well with suction line, dis- charge, test port and smart control box allowing the well to run dry without damaging the pumps. TOP RIGHT: Vacuum pumps provide suction to com- mon vacuum header pipe, running to each well. BOTTOM LEFT: Dewatering excavation on the downhill side of an earthen dam well are 25 feet on center; static water level prior to dewatering was 6 feet below ground surface. BOTTOM RIGHT: Duel HDPE discharge header pipe used to convey the dewatering water from the wells to the discharge location. The header pipe was split to reduce the TDH allowing more water to be pumped from the wells. Smart control box Vacuum suction Water test port Discharge well Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 Vacuum Wellpoints Vacuum wellpoints installed every 8 feet successfully dewatered an 18-foot basement excavation. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 Vacuum wellpoints are well suited for low to moderate permeability soils where layers and pockets of permeable materials are interbedded with silts and clays. They are generally 15 to 25 feet deep and are constrained by the limits of vacuum to lift water out of the ground. They typically have a 3-foot-long slotted well screen at the bottom and are most often spaced from 2 to 10 feet on center, depending on the soil types. The installed common HDPE header pipe applies a vac- uum to the series of individual wellpoints and transports the water from the wellpoints through the riser and swing joint hose assemblies to the pump and eventually to the discharge location. Filter sands are used to fill in the drilled holes outside the PVC wellpoints to decrease the entrance loss and prevent clogging of the well screens. These sands also provide vertical drainage through the silt and clay layers. As shown in the drawdown image example, vacuum wellpoints have a tighter drawdown curve than deep wells and are a much better option for dewatering where the excavation ends in im- permeable soils and groundwater will not move easily through. In scenarios where the excavations exceed vacuum lift limitations (15 to 20 feet), wellpoints can be installed through the shoring walls (battered) to maximize the vacuum system efficiency. These installations are similar to that of tieback installations through shoring walls. In these cases, the common HDPE header pipe and vacuum pumps can be hung on the face of the shoring walls to maximize the excavation footprint. Vacuum wellpoints can easily be integrated into all shoring systems, typically installed with the same equipment to help minimize costs. TOP LEFT: Vacuum wellpoints installed through the shoring wall in order to reach excavation depth and still lift the water out of a deeper excavation. BOTTOM LEFT: Vacuum wellpoint system hung on shoring wall. RIGHT: Vacuum wellpoints closely spaced due to nearby river. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 Eductor Wells Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 Eductor systems are most advantageous when dewatering deep excavations where the volume of water to be pumped is relatively small because of the low permeability of the aquifer. Like vacuum wellpoints, eductor wells are spaced 2 to 10 feet on center; however, unlike vacuum wellpoints, eductor wells do not have drawdown limitations. Installation of eductor wells is similar to vacuum wellpoints but eductor wells can lift water deeper than 25 feet. The eductor system consists of an eductor installed in a PVC wellpoint screen/casing. The eductor is attached to the return riser pipe which is installed in the PVC wellpoint screen/cas- ing (pressure riser pipe). The two riser pipes are connected to separate parallel headers: one to supply water under pres- sure to the eductors from the eductor pump and the other for return of flow from the eductors to the eductor pump recirculation tank. In operation, water under pressure from the eductor pump enters the eductor through the pressure nozzle and venture, causing a difference in pressure, which creates a vacuum that draws the groundwater through the well screen and flows up into the body of the eductor where it is entrained by the pressure water. Both liquids are mixed in the body of the eductor and are discharged against back pressure up to the ground surface. OPPOSITE: Eductor well system installed around a proposed future excavation. TOP LEFT: Eductor system manifold and pump. BOTTOM LEFT: Eductor system manifold wrapped around 30-foot-deep excavation. BOTTOM RIGHT: Eductor pumps and settle- ment tank. Eductor Pump Eductor Well Return Manifold Supply Manifold Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 Artesian Conditions Recharge Wells Limited Access Large diameter artesian deep well producing 500 GPM 25’ above ground surface. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 Artesian Conditions In some locations, the existing groundwater is under hydrostatic pressure. If this hydrostatic pressure is sufficient to cause the groundwater to flow above the ground surface, this is known as a flowing artesian groundwater condition, and can pose significant challenges when constructing and operating dewatering systems. Malcolm’s team can handle all types of artesian conditions to help ensure stable working conditions on your projects. Recharge Wells In general terms, recharge wells are the direct opposite of pump- ing wells. Malcolm uses recharge well systems in areas where there is a need to control the groundwater drawdown on the outside of an excavation, to reduce the settlement created by dewatering. The water is pumped from the dewatering well system and then piped into the recharge system located where the water is inserted back into the ground, bringing the static water level table outside the excavation back up to a manageable level. Limited Access Many projects have limited access and require specialized equip- ment, drilling techniques and experience. Malcolm has installed horizontal and vertical drains and dewatering wells within drain- age galleries, access shafts, tunnels, and public spaces. Malcolm can safely bring its equipment into basements and drill under limited height or reach over retaining walls to drill wells in difficult locations. Limited access drills are designed for locations with access challenges and are not typically used on projects where a conventional drill can do the same job. Malcolm has the ability to perform all types of installations, and we can help plan the best solution for drilling in difficult areas. TOP AND BOTTOM LEFT: Recharge well with automatic on/off switch designed to maintain water levels adjacent to subway. TOP AND BOTTOM RIGHT: Installing 5-foot wide x 8-foot tall horizontal drains inside drainage tunnel for a dam; drains were up to 80 feet long with pre-packed 304 SS screens. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 System Design The objectives of a dewatering system will depend on many factors, and no two dewatering systems are the same. Malcolm has years of experience in dewatering projects throughout the United States and our complete design and installation services can help in even the most challenging underground conditions. Careful design of dewatering and groundwater control systems is critical to keeping construction projects on schedule, and will allow for the implementation of innovative construction methods. Whether your jobsite requires passive or active groundwater control measures, Malcolm’s team can design the most appropriate system to create the necessary subsurface conditions for your underground construction project Well Spacing and Dewatering to Bottom of Aquifer FIGURE 1 1007 STEWART STREET GWCP | Seattle, WA Project No. 15036001.01 | February 2, 2015 MIDDOUR CONSULTING LLC groundwater control for underground construction Scenario A Scenario B 32 ft wetted screen 32 ft wetted screen Coalesced or resultant drawdown between two wellsNOT TO SCALE Glacial Till Glacial Till Well Spacing and Dewatering to Bottom of Aquifer FIGURE 1 1007 STEWART STREET GWCP | Seattle, WA Project No. 15036001.01 | February 2, 2015 M IDDOUR CONSULTING LLC groundwater control for underground construction Scenario A Scenario B 32 ft wetted screen 32 ft wetted screen Coalesced or resultant drawdown between two wellsNOT TO SCALE Glacial Till Glacial Till Well Spacing and Dewatering to Bottom of Aquifer FIGURE 1 1007 STEWART STREET GWCP | Seattle, WA Project No. 15036001.01 | February 2, 2015 MIDDOUR CONSULTING LLC groundwater control for underground construction Scenario A Scenario B 32 ft wetted screen 32 ft wetted screen Coalesced or resultant drawdown between two wellsNOT TO SCALE Glacial Till Glacial Till Scenario A Scenario B Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 Water treatment is often required to remove solids, volatile organics and other undesirable compounds before ground- water generated from dewatering operations can be properly discharged. Malcolm is capable of designing, operating and maintaining water treatment systems and assisting in the permit application process for your project. If treatment is Water Treatment TOP: Sand filters used for treating groundwater prior to discharge. BOTTOM: Portable on-site water treatment system. not necessary, but a settling tank is required, Malcolm can help with these situations as well. Malcolm’s goal is to offer a turnkey dewatering/treatment system that will save your project time and money by managing and reducing your discharge and treatment needs. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 Look to the Blue Malcolm Drilling Company was founded in 1962 in San Francisco, California, which remains our headquarters today. Malcolm operates throughout the United States, maintaining a network of regional offices to serve our clients across the country. To learn more about our expertise and for a complete list of locations, visit: www.malcolmdrilling.com San Francisco, CA Corporate Headquarters FRONT COVER: Deep wells and well points installed in Richland, Washington. BACK COVER: Deep well installation in Alaska. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 CONTRACTOR: PROJECT TASK DESCRIPTION: TASK #:TBD SUBMITTED BY (Name): DATE: 6/27/2025 Equipment Rates MDCI MARK-UP 15.00% NUMBER START DT END DATE PLANNED RATE HOURS DAYS (8hrs) WEEKS MONTHS OTHER Pickup Trucks 7,990.00$ 1 30.00$ 1 30.00$ -$ 30.00$ BACKHOE 70-97HP 4WD CAB EXTENDAHOE DSL 7,990.00$ 1 8,389.50$ 1.00 8,389.50$ 1,258.43$ 9,647.93$ COMPACT TRACK LOADER 2000-2399LB CAB 7905 1 8,300.25$ 1.00 8,300.25$ 1,245.04$ 9,545.29$ SSL/CTL MOWER - BR166/172/272 -66" & 72"7905 1 1,890.00$ 1.00 1,890.00$ 283.50$ 2,173.50$ TELEHANDLER 12000LB 55-56FT LIFT ROPS 9895 1 10,389.75$ 1.00 10,389.75$ 1,558.46$ 11,948.21$ TRUCK WATER 4000 GALLON DSL 8120 1 8,526.00$ 1.00 8,526.00$ 1,278.90$ 9,804.90$ DOZER D3 6015.95 1 6,316.75$ 1.00 6,316.75$ 947.51$ 7,264.26$ 4x4 Cart 1 1,405.95$ 1.00 1,405.95$ 210.89$ 1,616.84$ Office Trailer 6,000.00$ 1 6,300.00$ 1.00 6,300.00$ 945.00$ 7,245.00$ DOZER D6 1 12,744.40$ 1.00 12,744.40$ 1,911.66$ 14,656.06$ Truck DUMP Articulated 30Ton DSL 1 17,939.25$ 1.00 17,939.25$ 2,690.89$ 20,630.14$ Truck DUMP 12-14 YD Auto DSL 1 7,957.12$ 1.00 7,957.12$ 1,193.57$ 9,150.69$ Roller Ride-On Smooth 84IN + Roller attachment Pad Foot 11Ton 1 7,465.97$ 1.00 7,465.97$ 1,119.90$ 8,585.87$ Wheel Loader 3.9YD 2,840.00$ 1 8,505.00$ 1.00 8,505.00$ 1,275.75$ 9,780.75$ Wheel Loader buckets 2,840.00$ 1 3,412.50$ 1.00 3,412.50$ 511.88$ 3,924.38$ Diamond Premier Trailer Restroom + Basin Sink 1 1,155.00$ 1.00 1,155.00$ 173.25$ 1,328.25$ Excavator 60000 reduced tail 2,840.00$ 1 10,405.50$ 1.00 10,405.50$ 1,560.83$ 11,966.33$ 1 2,750.00$ 1 2,750.00$ -$ 2,750.00$ 1 2,316.00$ 1 2,316.00$ -$ 2,316.00$ 82,356.69$ 11,593.60$ 144,334.38$ EQUIPMENT RATES Malcolm Drilling Company Inc.RPV_Emergency Preventive Measures Plan (EPMP)_Equipment Rates Joseph Hakim TOTAL ESTIMATED CHARGESEQUIPMENT DESCRIPTION ESTIMATE BASIS Sonic 150 CC (aka Small Rig) TOTAL # ESTIMATED BILLING UNITS (Per Piece of Equipment) ** USE ONLY ONE COLUMN PER LINE **Total Estimated Base Charge Contractor Mark-Up Sonic 150 C (aka Large Rig) Equipment Rates Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 D-1 PERFORMANCE BOND WHEREAS, the CITY OF RANCHO PALOS VERDES, (“City”), has awarded to __________________________________, as Contractor (“Principal”), a Contract for the work entitled and described as follows:__________________________________________________; WHEREAS, the Contractor is required under the terms of said Contract to furnish a bond for the faithful performance of the Contract; NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly bound unto the City in the sum of ________________________________________ ($______________), this amount being not less than twenty percent (20%) of the total Contract price, lawful money of the United States of America, for payment of which sum well and truly be made we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents. In case suit is brought upon this bond, the Surety will pay a reasonable attorney’s fee to the City in an amount to be fixed by the court. THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bound Contractor, or its heirs, executors, administrators, successors, or assigns, shall in all things stand and abide by, well and truly keep and perform all undertakings, terms, covenants, conditions, and agreements in the said Contract and any alteration thereof, made as therein provided, all within the time and in the manner designated and in all respects according to their true intent and meaning, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. FURTHER, the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of such change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder. Executed on 20___. PRINCIPAL (Seal if Corporation) By Title (Attach Acknowledgment of Authorized Representative of Principal) Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 D-2 Any claims under this bond may be addressed to: (name and address of Surety) (name and address of Surety's agent for service of process in California, if different from above) (telephone number of Surety's agent in California) (Attach Acknowledgment) SURETY By (Attorney-in-Fact) APPROVED: (Attorney for CITY) NOTICE: No substitution or revision to this bond form will be accepted. Sureties must be authorized to do business in and have an agent for service of process in California. Certified copy of Power of Attorney must be attached. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 PAYMENT BOND (Labor and Material Bond) WHEREAS, the CITY OF RANCHO PALOS VERDES, (“City”), has awarded to __________________________________, as Contractor (“Principal”), a Contract for the work entitled and described as follows:__________________________________________________; WHEREAS, said Contractor is required to furnish a bond in conjunction with said Contract, to secure the payment of claims of laborers, mechanics, material men, and other persons as provided by law; NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly bound unto the City in the sum of ________________________________________ ($______________), this amount being not less than twenty percent (20%) of the total Contract price, lawful money of the United States of America, for payment of which sum well and truly be made we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents. In case suit is brought upon this bond, the Surety will pay a reasonable attorney’s fee to the City in an amount to be fixed by the court. THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if said Contractor, its heirs, executors, administrators, successors, assigns, or subcontractor fails to pay: (1) for any work, materials, services, provisions, provender, or other supplies, or for the use of implements of machinery, used in, upon, for, or about the performance of the work to be done, or for any work or labor thereon of any kind; (2) for work performed by any of the persons named in Civil Code Section 9100; (3) for any amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract; and/or (4) for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Contractor and/or its subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, then the Surety herein will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void. This bond shall inure to the benefit of any of the persons named in Civil Code Section 9100 so as to give a right of action to such persons or their assigns in any suit brought upon the bond. Moreover, if the City or any entity or person entitled to file stop payment notices is required to engage the services of an attorney in connection with the enforcement of this bond, each shall be liable for the reasonable attorney's fees incurred, with or without suit, in addition to the above sum. Said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of such change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 Executed on , 20____. PRINCIPAL (Seal if Corporation) By Title (Attach Acknowledgment of Authorized Representative of Principal) Any claims under this bond may be addressed to: (name and address of Surety) (name and address of Surety's agent for service of process in California, if different from above) (telephone number of Surety's agent in California) (Attach Acknowledgment) SURETY By (Attorney-in-Fact) APPROVED: (Attorney for CITY) NOTICE: No substitution or revision to this bond form will be accepted. Sureties must be authorized to do business in and have an agent for service of process in California. Certified copy of Power of Attorney must be attached. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 WORKERS COMPENSATION INSURANCE CERTIFICATE Description of Contract: City of Rancho Palos Verdes Project: _____________________________________________ Type of Insurance: Workers' Compensation and Employers' Liability Insurance THIS IS TO CERTIFY that the following policy has been issued by the below-stated company in conformance with the requirements of Article 5 of the Contract and is in force at this time, and is in a form approved by the Insurance Commissioner. The Company will give at least 30 days' written notice to the City and Engineer/Architect prior to any cancellation of said policy. POLICY NUMBER EXPIRATION DATE LIMITS OF LIABILITY Workers' Compensation: Statutory Limits Under the Laws of the State of California Employers' Liability: $_________________ Each Accident $_________________ Disease - Policy Limit $_________________ Disease - Each Employee Named Insured (Contractor) Insurance Company Street Number Street Number City and State City and State By (Company Representative) (SEE NOTICE ON NEXT PAGE) Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 Insurance Company Agent for Service of Process in California: Name Agency Street Number City and State Telephone Number This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend, extend, or alter the coverage afforded by the policy listed herein. This is to certify that the policy has been issued to the named insured 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 policy described herein is subject to all the terms, exclusions, and conditions of such policy. NOTICE: No substitution or revision to the above certificate form will be accepted. If the insurance called for is provided by more than one insurance company, a separate certificate in the exact above form shall be provided for each insurance company. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 ADDITIONAL INSURED ENDORSEMENT COMPREHENSIVE GENERAL LIABILITY Name and address of named insured (“Named Insured”) Name and address of Insurance Company (“Company”) General description of agreement(s), permit(s), license(s), and/or activity(ies) insured Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows: 1. The (“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy. 2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy. 3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought except with respect to the limits of the Company's liability. 4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company's limits of liability as provided under the policy. 5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds. 6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) days prior to the effective date thereof. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement. 7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds. 8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance. 9. This endorsement and all notices given hereunder shall be sent to Public Agency at: City Manager, City of Rancho Palos Verdes, 30940 Hawthorne Boulevard, Rancho Palos Verdes, California 90275. 10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached. TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY 11. Scheduled items or locations are to be identified on an attached sheet. The following inclusions relate to the above coverages. Includes: □ Contractual Liability □ Explosion Hazard □ Owners/Landlords/Tenants □ Collapse Hazard □ Manufacturers/Contractors □ Underground Property Damage □ Products/Completed Operations □ Pollution Liability □ Broad Form Property Damage □ Liquor Liability □ Extended Bodily Injury □ □ Broad Form Comprehensive □ General Liability Endorsement □ 12. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except: (if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one). 13. This is an □ occurrence or □ claims made policy (check one). 14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number . (signatures on following page) Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 I, (print name), hereby declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company. Executed , 20 Signature of Authorized Representative (Original signature only; no facsimile signature Telephone No.: ( ) or initialed signature accepted) Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 ADDITIONAL INSURED ENDORSEMENT AUTOMOBILE LIABILITY Name and address of named insured (“Named Insured”) Name and address of Insurance Company (“Company”) General description of agreement(s), permit(s), license(s), and/or activity(ies) insured Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows: 1. The (“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy. 2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy. 3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought except with respect to the limits of the Company's liability. 4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company's limits of liability as provided under the policy. 5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds. 6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) days prior to the effective date thereto. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement. 7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds. 8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance. 9. This endorsement and all notices given hereunder shall be sent to Public Agency at: City Manager City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, California 90275 10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached. TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY 11. Scheduled items or locations are to be identified on an attached sheet. The following inclusions relate to the above coverages. Includes: □ Any Automobiles □ Truckers Coverage □ All Owned Automobiles □ Motor Carrier Act □ Non-owned Automobiles □ Bus Regulatory Reform Act □ Hired Automobiles □ Public Livery Coverage □ Scheduled Automobiles □ □ Garage Coverage □ 12. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except: (if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one). 13. This is an □ occurrence or □ claims made policy (check one). 14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number . (signatures on following page) Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 I, (print name), hereby declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company. Executed , 20 Signature of Authorized Representative (Original signature only; no facsimile signature Telephone No.: ( ) or initialed signature accepted) Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 ADDITIONAL INSURED ENDORSEMENT EXCESS LIABILITY Name and address of named insured (“Named Insured”) Name and address of Insurance Company (“Company”) General description of agreement(s), permit(s), license(s), and/or activity(ies) insured Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows: 1. The (“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy. 2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy. 3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought, except with respect to the limits of the Company's liability. 4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company's limits of liability as provided under the policy. 5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds. 6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) days prior to the effective date thereto. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement. 7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance. 9. This endorsement and all notices given hereunder shall be sent to Public Agency at: City Manager City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, California 90275 10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached. TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY □ Following Form □ Umbrella Liability □ 11. Applicable underlying coverages: INSURANCE COMPANY POLICY NO. AMOUNT 12. The following inclusions, exclusions, extensions or specific provisions relate to the above coverages: 13. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except: (if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one). 14. This is an □ occurrence or □ claims made policy (check one). 15. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number . Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 01203.0006/770637.1 (signatures on following page) I, (print name), hereby declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company. Executed , 20 Signature of Authorized Representative (Original signature only; no facsimile signature Telephone No.: ( ) or initialed signature accepted) Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 7/31/2025 Arthur J.Gallagher Risk Management Services,LLC 2121 N.California Blvd.,Suite 350 Walnut Creek CA 94596 Certificate Department 925-299-1112 925-925-0328 GCSSFCerts@ajg.com License#:0D69293 Greenwich Insurance Company 22322 Steadfast Insurance Company 26387MalcolmDrillingCo.,Inc. 4926 No.Azusa Canyon Road Irwindale,CA 91706 XL Specialty Insurance Company 37885 1859521277 A X 2,000,000 X 500,000 X Deductible:$250K 10,000 2,000,000 4,000,000 X Y Y CGD740966407 12/31/2024 12/31/2025 4,000,000 A 2,000,000 X X $5K Ded X Comp/Coll Y Y CAS740979606 12/31/2024 12/31/2025 Coll.for Veh.at 50K+ B X X 5,000,000YAUC008568912/31/2024Y 12/31/2025 5,000,000 X 0 C X Y Y CWD740966207 12/31/2024 12/31/2025 INCL:Stop Gap 1,000,000 1,000,000 1,000,000 **Umbrella policy applies excess of General Liability,Auto Liability and Employers Liability. MDCI Job #03.25.051 RE:Rancho Palos Verdes -Continuation LOCATION:Palos Verdes Dr.S,Rancho Palos Verdes,CA 90275 ADDITIONAL INSURED(S):City of Rancho Palos Verdes,its officers,officials,employees,and agents City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes CA 90275 Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations ANY PERSON OR ORGANIZATION FOR WHOM YOU ARE PERFORMING OPERATIONS WHEN YOU AND SUCH PERSON OR ORGANIZATION HAVE AGREED IN WRITING IN A CONTRACT OR AGREEMENT THAT SUCH PERSON OR ORGANIZATION BE ADDED AS AN ADDITIONAL INSURED ON YOUR POLICY, PROVIDED THE "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURS SUBSEQUENT TO THE EXECUTION OF THE WRITTEN CONTRACT OR WRITTEN AGREEMENT. VARIOUS AS REQUIRED PER WRITTEN CONTRACT. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1.All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2.That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. POLICY NUMBER: CGD74096640CGD740966407 Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 Page 2 of 2 © Insurance Services Office, Inc., 2018 CG 20 10 12 19 C.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 COMMERCIAL GENERAL LIABILITY CG 20 37 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 37 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations ANY PERSON OR ORGANIZATION FOR WHOM YOU ARE PERFORMING OPERATIONS WHEN YOU AND SUCH PERSON OR ORGANIZATION HAVE AGREED IN WRITING IN A CONTRACT OR AGREEMENT THAT SUCH PERSON OR ORGANIZATION BE ADDED AS AN ADDITIONAL INSURED ON YOUR POLICY, PROVIDED THE "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURS SUBSEQUENT TO THE EXECUTION C THE WRITTEN CONTRACT OR WRITTEN AGREEMENT. VARIOUS AS REQUIRED PER WRITTEN CONTRACT. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. POLICY NUMBER: CGD74 CGD7400966 96640 407 Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 Page 2 of 2 © Insurance Services Office, Inc., 2018 CG 20 37 12 19 B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 POLICY NUMBER: CGD740966407 COMMERCIAL GENERAL LIABILITY CG 20 28 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 28 12 19 © Insurance Services Office, Inc.,2018 Page 1 of 1 ADDITIONAL INSURED –LESSOR OF LEASED EQUIPMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT TO INCLUDE AS AN ADDITIONAL INSURED PROVIDED THE "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURS SUBSEQUENT TO THE EXECUTION OF THE WRITTEN CONTRACT OR WRITTEN AGREEMENT. Information required to complete this Schedule, if not shown abov e, will be shown in the Declarations. A.Section II –Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and adv ertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). Howev er: 1.The insurance afforded to such additional insured only applies to the ex tent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place af ter the equipment lease expires. C.With respect to the insurance afforded to these additional insureds,the following is added to Section III –Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Av ailable under the applicable limits of insurance; whichev er is less. This endorsement shall not increase the applicable limits of insurance. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 AGENCY CUSTOMER ID: LOC #: Page ofADDITIONAL REMARKS SCHEDULE AGENCY NAMED INSURED POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 11 Malcolm Drilling Company, Inc.92 Natoma Street, Suite 400San Francisco CA 94105 SEE PAGE 1 SEE PAGE 1 SEE P 1 SEE PAGE 1 ACORD 25 Certificate of Liability Insurance GENERAL LIABILITY: Primary Insurance Clause - Form #XIL 4240605 Additional Insured - Owners, Lessees, or Contractors- Form # #CG20101219 and #CG20371219 Additional Insured –Managers or Lessors of Premises Form #CG20111219 Additional Insured –State or Political Subdivision –Permits Form #CG20121219 Additional Insured – Vendors Form #CG20151219 Additional Insured –Lessor of Leased Equipment Form #CG20281219 Additional Insured –Engineers, Architects/Surveyors Form #CG20321219 Waiver of Subrogation - Form #CG24041219 Designated Construction Project General Aggregate Limit Form #CG25030509 Notice of Cancellation to Others – Form #IXI4050910 AUTO LIABILITY: Automatic Additional Insured –Form #XIC4111013 Lessor-Additional Insured and Loss Payee – Form #CA20011120 Waiver of Subrogation - Form # CA04441013 Auto Notice of Cancellation to Others - Form #IXI4050910 Primary and Noncontributory –Other Insurance Condition - Form # CA044911116 WORKERS COMPENSATION: Waiver of Our Right to Recover from Others Endorsement – Form # WC000313 (Ed.04/84) Cancellation Notice to Others - 30 days – Form #WC990657 (Ed. 12/10) USL&H Coverage provided Covered States: AK, AZ, CA, FL, HI, IA, ID, IL, IN, MI, MT, NM, NV, OR, TX, UT, WA and WI. Stop Gap Coverage provided under Workers Compensation policy UMBRELLA LIABILITY: Umbrella policy follows the General Liability, Auto Liability, and EL and EB. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 XIC 411 1013 © 2013 X.L. America, Inc. All Rights Reserved. Page 1 of 1 May not be copied without permission. Includes copyrighted material of Insurance Services Office, Inc., with its permission. POLICY NUMBER: CAS74097960 XIC 411 1013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTOMATIC ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM AUTO DEALERS COVERAGE FORM A.COVERED AUTOS LIABILITY COVERAGE, Who Is An Insured, is amended to include as an “insured” any person or organization you are required in a written contract to name as an additional insured, but only for “bodily injury” or "property damage" otherwise covered under this policy caused, in whole or in part, by the negligent acts or omissions of: 1. You, while using a covered “auto”; or 2. Any other person, except the additional insured or any employee or agent of the additional insured, operating a covered “auto” with your permission; Provided that: a.The written contract is in effect during the policy period of this policy; b.The written contract was signed by you and executed prior to the “accident” causing “bodily injury” or “property damage” for which liability coverage is sought; and c.Such person or organization is an “insured” solely to the extent required by the contract, but in no event if such person or organization is solely negligent. B.The Limits of Insurance provided for the Additional Insured shall not be greater than those required by contract and, in no event shall the Limits of Insurance set forth in this policy be increased by the contract. C. General Conditions, Other Insurance is amended as follows: Any coverage provided hereunder shall be excess over any other valid and collectible insurance available to the additional insured whether such insurance is primary, excess, contingent or on any other basis unless the contract specifically requires that this policy be primary. All terms, conditions, exclusions and limitations of this policy shall apply to the liability coverage provided to any additional insured, and in no event shall such coverage be enlarged or expanded by reason of the contract. All other terms and conditions of this policy remain unchanged. CAS740979606 Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 POLICY NUMBER:COMMERCIAL AUTO CA 20 01 11 20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CA 20 01 11 20 © Insurance Services Office, Inc., 2019 Page 1 of 2 LESSOR – ADDITIONAL INSURED AND LOSS PAYEE 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: Greenwich Insurance Company Policy Number: Effective Date: 12/31/202 Expiration Date: 12/31/202 Named Insured: Malcolm Drilling Company, Inc. Address: Additional Insured (Lessor): Address: Designation Or Description Of "Leased Autos": CAS740979606 12/31/2 024CAS740979606 12/31/20 25 Named Insured: Malcolm Drilling Company, Inc. Endorsement Effective Date: 12/31/2024 Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 Page 2 of 2 © Insurance Services Office, Inc., 2019 CA 20 01 11 20 Coverages Limit Of Insurance Or Deductible Covered Autos Liability $ Each "Accident" Comprehensive $Deductible For Each Covered "Leased Auto" Collision $Deductible For Each Covered "Leased Auto" Specified Causes Of Loss $Deductible For Each Covered "Leased Auto" 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. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 IXI 405 0910 © 2010 X.L. America, Inc. All Rights Reserved. May not be copied without permission. ENDORSEMENT # by Greenwich Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, advanced written notice will be mailed or delivered to person(s) or entity(ies) according to the notification schedule shown below: Name of Person(s) or Entity(ies) Mailing Address: Number of Days Advanced Notice of Cancellation: AS PER SCHEDULE ON FILE WITH THE COMPANY. 30 All other terms and conditions of the Policy remain unchanged. Policy No. CAS740979606 This endorsement, effective 12:01 a.m., December 31, 2024 forms a part of issued to MALCOLM DRILLING COMPANY, INC. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 CAS740979606 Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 WHERE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT EXECUTED PRIOR TO LOSS (EXCEPT WHERE NOT PERMITTED BY LAW). CAS740979606 2024 Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 POLICY NUMBER: CGD740966407 COMMERCIAL GENERAL LIABILITY CG 20 32 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 32 12 19 © Insurance Services Office, Inc.,2018 Page 1 ADDITIONAL INSURED –ENGINEERS, ARCHITECTS OR SURVEYORS NOT ENGAGED BY THE NAMED INSURED This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name(s) Of Additional Insured Engineer(s), Architect(s) Or Surveyor(s) Not Engaged By The Named Insured: ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT TO INCLUDE AS AN ADDITIONAL INSURED PROVIDED THE "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURS SUBSEQUENT TO THE EXECUTION OF THE WRITTEN CONTRACT OR WRITTEN AGREEMENT. Information required to complete this Schedule, if not shown abov e, will be shown in the Declarations. A.Section II –Who Is An Insured is amended to include as an additional insured the architects, engineers or surv eyors shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury"caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations performed by you or on your behalf. Such architects, engineers or surv eyors, while not engaged by you, are contractually required to be added as an additional insured to your policy. Howev er, the insurance afforded to such additional insured: 1.Only applies to the extent permitted by law; and 2.Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including: 1.The preparing, approving, or failing to prepare or approv e, maps, drawings, opinions, reports, surv eys, change orders, designs or specifications; or 2.Supervisory, inspection or engineering services. This ex clusion applies ev en if the claims against any insured allege negligence or other wrongdoing in the superv ision, hi ring, empl oyment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and adv ertising injury", involved the rendering of or the failure to render any professional services. C.With respect to the insurance afforded to these additional insureds,the following is added to Section III –Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 CG 20 32 12 19 © Insurance Services Office, Inc.,2018 Page 2 2.Av ailable under the applicable limits of insurance; whichev er is less. This endorsement shall not increase the applicable limits of insurance. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 POLICY NUMBER: CGD740966407 COMMERCIAL GENERAL LIABILITY CG 20 11 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 11 12 19 © Insurance Services Office, Inc.,2018 Page 1 ADDITIONAL INSURED –MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designation Of Premises (Part Leased To You): VARIOUS AS REQUIRED PER WRITTEN CONTRACT. Name Of Person(s) Or Organization(s) (Additional Insured): ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT TO INCLUDE AS AN ADDITIONAL INSURED PROVIDED THE "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURS SUBSEQUENT TO THE WRITTEN CONTRACT OR WRITTEN AGREEMENT. Additional Premium:$Included Information required to complete this Schedule, if not shown abov e, will be shown in the Declarations. A.Section II –Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and adv ertising injury" caused, in whole or in part, by you or those acting on your behalf in connection with the ownership, maintenance or use of that part of the prem ises leased to you and shown in the Schedule and subject to the following additional exclusions: This insurance does not apply to: 1.Any "occurrence" which takes place after you cease to be a tenant in that premises. 2.Structural al terations, new construction or demolition operations performed by or on behalf of the person(s) or organization(s) shown in the Schedule. Howev er: 1.The insurance afforded to such additional insured only applies to the ex tent permitted by law; and 2.If coverage prov ided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III –Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Av ailable under the applicable limits of insurance; whichev er is less. This endorsement shall not increase the applicable limits of insurance. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 POLICY NUMBER: CGD740966407 COMMERCIAL GENERAL LIABILITY CG 20 12 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 12 12 19 © Insurance Services Office, Inc.,2018 Page 1 of 1 ADDITIONAL INSURED –STATE OR GOVERNMENTAL AGENCY OR SUBDIVISION OR POLITICAL SUBDIVISION –PERMITS OR AUTHORIZATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE State Or Governmental Agency Or Subdivision Or Political Subdivision: ALL OPERATIONS OF THE NAMED INSURED FOR WHICH THE STATE OR GOVERNMENTAL AGENCY OR SUBDIVISION OR POLITICAL SUBDIVISION HAS ISSUED A PERMIT OR AUTHORIZATION. Information required to complete this Schedule, if not shown abov e, will be shown in the Declarations. A.Section II –Who Is An Insured is amended to include as an additional insured any state or gov ernmental agency or subdivision or political subdiv ision shown in the Schedule, subject to the following provisions: 1.This insurance applies only with respect to operations performed by you or on your behalf for which the state or gov ernmental agency or subdiv ision or political subdivision has issued a permit or authorization. Howev er: a.The insurance afforded to such additional insured only applies to the extent permitted by law; and b.If cov erage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 2.This insurance does not apply to: a."Bodily injury", "property damage" or "personal and adv ertising injury" arising out of operations performed for the federal gov ernment, state or municipality; or b."Bodily injury" or "property damage" included within the "products-completed operations hazard". B.With respect to the insurance afforded to these additional insureds,the following is added to Section III –Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Av ailable under the applicable limits of insurance; whichev er is less. This endorsement shall not increase the applicable limits of insurance. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 POLICY NUMBER: CGD740966407 COMMERCIAL GENERAL LIABILITY CG 20 15 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 15 12 19 © Insurance Services Office, Inc.,2018 Page 1 of 2 ADDITIONAL INSURED –VENDORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) (Vendor)Your Products ALL PRODUCTS OF THE NAMED INSURED. Information required to complete this Schedule, if not shown abov e, will be shown in the Declarations. A.Section II –Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) (referred to throughout this endorsement as v endor) shown in the Schedule of this endorsement, but only with respect to liability for "bodily injury" or "property damage" arising out of "your products" shown in the Schedule of this endorsement which are distributed or sold in the regular course of the vendor's business. Howev er: 1.The insurance afforded to such vendor only applies to the extent permitted by law; and 2.If coverage provided to the vendor is required by a contract or agreement, the insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide f or such v endor. B.With respect to the insurance afforded to these vendors, the following additional exclusions apply: 1.The insurance afforded the vendor does not apply to: a."Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would hav e in the absence of the contract or agreement; b.Any express warranty unauthorized by you; c.Any physical or chemical change in the product made intentionally by the vendor; d.Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e.Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f.Demonstration, installation, servicing or repair operations, ex cept such operations performed at the vendor's premises in connection with the sale of the product; g.Products which, af ter di stribution or sale by you, hav e been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h."Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. Howev er, this exclusion does not apply to: (1)The ex ceptions contained in Subparagraphs d.or f.;or ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT TO INCLUDE AS AN ADDITIONAL INSURED PROVIDED THE "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURS SUBSEQUENT TO THE WRITTEN CONTRACT OR WRITTEN AGREEMENT. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 CG 20 15 12 19 © Insurance Services Office, Inc.,2018 Page 2 of 2 (2)Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2.This insurance does not apply to any insured person or organization, from whom you hav e acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. C.With respect to the insurance afforded to these vendors, the following is added to Section III – Limits Of Insurance: If coverage provided to the v endor is required by a contract or agreement, the most we will pay on behalf of the vendor is the amount of insurance: 1.Required by the contract or agreement; or 2.Av ailable under the applicable limits of insurance; whichev er is less. This endorsement shall not increase the applicable limits of insurance. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 XIL 836 0216 © 2016 X.L. America, Inc.Page 1 of 2 All Rights Reserv ed. May not be copied without permission. Includes copyrighted material of Insurance Services Offices, Inc., with its permission. ENDORSEMENT #029 This endorsement, effective 12:01 a.m., December 31, 2024, forms a part of Policy No. CGD740966407 issued to MALCOLM DRILLING COMPANY, INC. by Greenwich Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WRAP-UP INSURANCE PROGRAM EXCLUSION (CONTAINING EXCEPTIONS PROVIDING FOR CERTAIN ONGOING OPERATIONS, AND EXCESS COVERAGE INCLUDING COMPLETED OPERATIONS FOR DESIGNATED PROJECTS) This endorsement m odifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1.The following exclusion is added to SECTION I –COVERAGES, COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2.,Exclusions and SECTION I –COVERAGES, COVERAGE B –PERSONAL AND ADVERTISING INJURY LIABILITY, Paragraph 2.,Exclusions: This insurance does not apply to “bodily injury”, “property damage”, or “personal and adv ertising injury” arising out of any project that is or was subject to a “wrap-up insurance program” you are or were enrolled in. This exclusion does not apply to “bodily injury” or “property damage”: a.Caused in whole or in part by your ongoing operations that are being performed at any location owned by, used by, or rented to you, that is outside the project site for that project and is not covered by the “wrap-up insurance program” for that project; or b.Caused in whole or in part by your ongoing operations on punch list or warranty work, if coverage was av ai lable to the insured under the “wrap-up insurance program” for “bodily injury” or “property damage” resulting from your ongoing operations and the “bodily injury”, or “property damage” occurs after the expiration of all such cov erage; or The above exceptions, a.and b., do not apply to “bodily injury” or “property damage” included in the “products-completed operations hazard” ev en if you are required to provide such cov erage for an additional insured by a written contract or agreement. c.Arising out of “your work” on or for any project listed in the Appendix below to which the “wrap-up insurance program” applies provided: (i)All of the insurers in such “wrap-up insurance program” have paid the full am ount of the Limits of Insurance of all their policies providing coverage for such project; and (ii)All “wrap-up insurance program” deductibles and self-insured retentions for such project hav e been fully reimbursed or paid. Howev er in the ev ent of bankruptcy, scheme of arrangement, liquidation, rehabilitation, insolv ency or financial impairment of any insurer in the “wrap-up insurance program”, this insurance will not apply as a replacement of such financially impaired insurer’s policy, and we will not be liable under this policy to any greater extent than we would hav e been had the insurer not become financially impaired. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 XIL 836 0216 © 2016 X.L. America, Inc.Page 2 of 2 All Rights Reserv ed. May not be copied without permission. Includes copyrighted material of Insurance Services Offices, Inc., with its permission. This insurance is ex cess ov er any and all other insurance provided by the “wrap-up insurance program” for the designated project(s) in the Appendix of this endorsement, whether that other insurance is primary, excess, contingent or on any other basis. Any existing provisions of Condition 4., Other Insurance that may be contrary to the provisions of this endorsement are amended to comply with the changes in coverage as stipulated herein. 2.SECTION V –DEFINITIONS is amended to include the following: “W rap-up insurance program” means any agreement or arrangement, including any contractor-controlled, owner-controlled or similar insurance program, under which some or all of the contractors working on a specific project, or specific projects, are required to participate in a program to obtain insurance that: a.Includes the same or similar insurance as that provided by this policy; and b.Is issued specifically for injury or damage arising out of such project or projects. APPENDIX Project Name / Project Description Limits of Insurance EXCESS MINIMUM CIP LIMITS OF $25M All other terms and conditions of this policy remain unchanged. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 POLICY NUMBER: CGD740966407 COMMERCIAL GENERAL LIABILITY CG 24 17 10 01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 24 17 10 01 © ISO Properties, Inc., 2000 Page 1 CONTRACTUAL LIABILITY –RAILROADS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Scheduled Railroad:Designated Job Site: ALL SERVICES AND OPERATIONS PERFORMED ALONG RAILROAD RIGHT OF WAY AS REQUIRED BY W RITTEN CONTRACT. (If no entry appears abov e, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) With respect to operations performed for, or affecting, a Scheduled Railroad at a Designated Job Site, the definition of "insured contract" in the Definitions section is replaced by the following: 9."Insured Contract" means: a.A contract for a lease of premises. Howev er, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b.A sidetrack agreement; c.Any easement or license agreement; d.An obligation, as required by ordinance, to indemnify a municipality, ex cept in connection with work for a municipality; e.An elevator maintenance agreement; f.That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f.does not include that part of any contract or agreement: (1)That indemnifies an architect, engineer or surv eyor for injury or damage arising out of: (a)Preparing, approving or failing to prepare or approv e maps, shop drawings, opinions, reports, surv eys, field orders, change orders or drawings and specifications; or (b)Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (2)Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in Paragraph (1)abov e and supervisory, inspection, architectural or engineering activities. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 IXI 405 0910 © 2010 X.L. America, Inc. All Rights Reserv ed. May not be copied without permission. ENDORSEMENT #003 This endorsement, effective 12:01 a.m., December 31, 2024, forms a part of Policy No. CGD740966407 issued to MALCOLM DRILLING COMPANY, INC. by Greenwich Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, adv anced written notice will be mailed or delivered to person(s) or entity(ies) according to the notification schedule shown below: Name of Person(s) or Entity(ies)Mailing Address: Number of Days Adv anced Notice of Cancellation: AS PER W RITTEN CONTRACT OR AGREEMENT.30 All other terms and conditions of the Policy remain unchanged. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 XIL 424 0605 ©, 2005, XL America, Inc. ENDORSEMENT #010 This endorsement, effective 12:01 a.m., December 31, 2024, forms a part of Policy No. CGD740966407 issued to MALCOLM DRILLING COMPANY, INC. by Greenwich Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY INSURANCE CLAUSE ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS COVERAGE PART It is agreed that to the extent that insurance is afforded to any Additional Insured under this policy, this insurance shall apply as primary and not contributing with any insurance carried by such Additional Insured, as required by written contract. All other terms and conditions of this policy remain unchanged. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 POLICY NUMBER: CGD740966407 COMMERCIAL GENERAL LIABILITY CG 25 03 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 25 03 05 09 © Insurance Services Office, Inc.,2008 Page 1 of 2 DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Project(s): EACH "PROJECT" FOR WHICH YOU HAVE AGREED, IN A WRITTEN CONTRACT WHICH IS IN EFFECT DURING THIS POLICY PERIOD, TO PROVIDE A SEPARATE GENERAL AGGREGATE LIMIT; PROVIDED THAT THE CONTRACT IS SIGNED AND EXECUTED PRIOR TO ANY LOSS FOR WHICH COVERAGE IS SOUGHT. Information required to complete this Schedule, if not shown abov e, will be shown in the Declarations. A.For all sum s which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I –Cov erage A,and for al l medical ex penses caused by accidents under Section I –Coverage C,which can be attributed only to ongoing operations at a single designated construction project shown in the Schedule abov e: 1.A separate Designated Construction Project General Aggregate Limit applies to each designated construction project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2.The Designated Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under Cov erage A,ex cept damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard", and for medical expenses under Cov erage C regardless of the number of: a.Insureds; b.Claims made or "suits" brought; or c.Persons or organizations making claims or bringing "suits". 3.Any payments made under Coverage A for damages or under Cov erage C for medical expenses shall reduce the Designated Construction Project General Aggregate Limit for that designated construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated Construction Project General Aggregate Limit for any other designated construction project shown in the Schedule above. 4.The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Ex pense continue to apply. Howev er, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated Construction Project General Aggregate Limit. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 CG 25 03 05 09 © Insurance Services Office, Inc.,2008 Page 2 of 2 B.For all sum s which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I –Cov erage A,and for al l medical ex penses caused by accidents under Section I –Coverage C,which cannot be attributed only to ongoing operations at a single designated construction project shown in the Schedule abov e: 1.Any payments made under Coverage A for damages or under Cov erage C for medical expenses shall reduce the am ount av ailable under the General Aggregate Limit or the Products-completed Operations Aggregate Limit, whichev er is applicable; and 2.Such payments shall not reduce any Designated Construction Project General Aggregate Limit. C.When coverage for liability arising out of the "products-completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard" will reduce the Products-completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated Construction Project General Aggregate Limit. D.If the applicable designated construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, bl ueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. E.The prov isions of Section III –Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 POLICY NUMBER: CGD740966407 COMMERCIAL GENERAL LIABILITY CG 24 04 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 24 04 12 19 © Insurance Services Office, Inc.,2018 Page 1 of 1 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organization(s): WHERE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT EXECUTED PRIOR TO LOSS (EXCEPT WHERE NOT PERMITTED BY LAW). Information required to complete this Schedule, if not shown abov e, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV –Conditions: We waiv e any right of recovery against the person(s) or organization(s) shown in the Schedule abov e because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waiv ed its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 Policy No.Eff. Date of Pol.Exp. Date of Pol.Eff. Date of End.Producer Add'l Prem.Return Prem. Named Insured and Mailing Address:Producer: AUC 0085689 12/31/2024 12/31/2025 12/31/2024 18172000 MALCOLM DRILLING COMPANY INC. 92 NATOMA ST # 400 SAN FRANCISCO, CA 94105-2681 AMWINS INSURANCE BROKERAGE, LLC 140 NEW MONTGOMERY ST STE 1600 SAN FRANCISCO, CA 94105-3822 ---------- ---------- Schedule of Underlying Insurance Company, Policy No. and Term Coverage Applicable Limits A. Company:Greenwich Insurance Company Commercial General Liability Premises - Each Occurrence $2,000,000 Policy No: CGD740966407 General Liability Products / Completed Ops - Each Occurrence $2,000,000 Term:12/31/2024 to 12/31/2025 Products / Completed Operations Aggregate $4,000,000 General Aggregate$4,000,000 Per Location /Per Project Aggregate Unlimited Personal Injury/ Advertising Injury $2,000,000 Including Employee Benefits Employee Benefits - Each Claim $2,000,000 Employee Benefits - General Aggregate $2,000,000 Company, Policy No. and Term Coverage Applicable Limits B.Company:Greenwich Insurance Company Commercial Auto Liability Combined Single Limit $2,000,000 Policy No: CAS740979606 Automobile Liability Term:12/31/2024 to 12/31/2025 Company, Policy No. and Term Coverage Applicable Limits U-UMB-105-A CW (07/99) Page 1 of 2 Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 C.Company:XL Specialty Insurance Company Employers Liability Bodily Injury By Accident - Each Accident $1,000,000 Policy No: CWD740966207 Employers Liability - AOS Large Deductible Bodily Injury By Disease - Each Employee $1,000,000 Term:12/31/2024 to 12/31/2025 $1,000,000 Bodily Injury By Disease - Policy Limit U-UMB-105-A CW (07/99) Page 2 of 2 Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 Policy No.Eff. Date of Pol.Exp. Date of Pol.Eff. Date of End.Producer Add'l Prem.Return Prem. Named Insured and Mailing Address:Producer: AUC 0085689 12/31/2024 12/31/2025 12/31/2024 18172000 MALCOLM DRILLING COMPANY INC. 92 NATOMA ST # 400 SAN FRANCISCO, CA 94105-2681 AMWINS INSURANCE BROKERAGE, LLC 140 NEW MONTGOMERY ST STE 1600 SAN FRANCISCO, CA 94105-3822 ---------- ---------- Extended Schedule of Underlying Insurance Company, Policy No. and Term Coverage Applicable Limits Company:XL Specialty Insurance Company Employers Liability Bodily Injury By Accident - Each Accident $1,000,000 Policy No: CWR740966307 Employers Liability - Wisconsin Bodily Injury By Disease - Each Employee $1,000,000 Term:12/31/2024 to 12/31/2025 $1,000,000 Bodily Injury By Disease - Policy Limit U-UMB-106-A CW (07/99) Page 1 of 1 Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 2.Electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 3.Loss means those sums actually paid that the insured is legally obligated to pay as damages for the settlement or satisfaction of a claim because of injury or offense, after making proper deductions for all recoveries and salvage. However: a.Under Coverage A: (1)Loss also includes defense expenses and supplementary payments if underlying insurance includes defense expenses and supplementary payments in the Limits of Insurance; and (2)Loss does not include defense expenses and supplementary payments if underlying insurance does not include defense expenses and supplementary payments in the Limits of Insurance. b.Under Coverage B., loss does not include defense expenses and supplementary payments. 4.Other insurance means a policy of insurance providing coverage that this policy also provides. Other insurance includes any type of self-insurance or other mechanisms by which an insured arranges for funding of legal liabilities. Other insurance does not include underlying insurance or a policy of insurance specifically purchased to be excess of this policy providing coverage that this policy also provides. 5.Pollutants mean any man-made or naturally occurring solid, liquid, gaseous or thermal irritant or contaminant, including but not limited to: smoke; vapor; soot; fumes; acids; alkalis; chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 6.Suit means a civil proceeding in which injuries or damages to which this insurance applies are alleged. Suit includes: a.An arbitration proceeding in which such damages are claimed and to which the insured must submit pursuant to law or contract or does submit with our consent; or b.Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 7.Underlying insurance means the policy or policies of insurance listed in the Schedule of Underlying Insurance forming a part of this policy. We will only be liable for amounts in excess of the Limits of Insurance shown in the Schedule of Underlying Insurance for any underlying insurance. B.The following definitions are applicable to Coverage A only: 1.Hostile fire means one which becomes uncontrollable or breaks out from where it was intended to be. 2.Insured means: a.You; b.Any person or organization included as an insured in underlying insurance; and c.Any person or organization qualifying as an additional insured in underlying insurance but only to the same extent that such person or organization is an additional insured under such underlying insurance. 3.Non-Admitted Jurisdiction means: a.Any country or political subdivision in which we are not licensed or permitted to insure risks and where doing so would violate the insurance laws and regulations of such jurisdiction; or b.Any country or political subdivision where we are prevented by law from investigating, defending or settling an occurrence or suit. 4.Occurrence means a covered event as defined in underlying insurance. 5.Qualified Entity means any entity, person or organization that is not an insured under this policy and would qualify as an insured under this policy, but for the fact that the entity is registered, domiciled or has ongoing operations in a non-admitted jurisdiction. U-UMB-103-C CW (03/10) Page 10 of 19 Umbrella Additional Insured Policy Number: AUC0085689 Policy Term: 12/31/2024-12/31/2025 Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 c.The duties and requirements imposed upon any insured under this policy will not apply to any non-admitted jurisdiction. However, with respect to any claims made or suits brought in a non-admitted jurisdiction, it will be the duty of the first Named Insured to do or cause the applicable qualified entity to do such things as would be required of such qualified entity if Coverage A applied directly to such claim or suit, including: (1)Make such investigation, defense or settlement as we deem reasonable; (2)Obtain our approval for any payment; and (3)Effect approved payments to others, in accordance with the terms and conditions of this insurance. d.Under Coverage B, this policy does not apply to any liability, damage, loss, cost or expense arising out of any operations or activities of a qualified entity. e.We will promptly pay the first Named Insured at the mailing address listed in Item 2. of the Declarations the amount of damages covered under the terms of this policy. If the first Named Insured or any qualified entity recovers from any third party all or part of any amount that we have paid pursuant to this insurance, the first Named Insured will promptly reimburse the amount of any such recovery to us. 10.Legal Action Against Us There will be no right of action against us under this insurance unless: a.You have complied with all the terms of this policy; and b.The amount you owe has been determined by settlement with our consent or by actual trial and final judgment. This insurance does not give anyone the right to add us as a party in an action against you to determine your liability. 11.Maintenance of Underlying Insurance During the period of this policy, you agree: a.To keep the policies listed in the Schedule of Underlying Insurance in full force and effect; b.That the Limits of Insurance of the policies listed in the Schedule of Underlying Insurance will be maintained except for any reduction or exhaustion of limits by payment of claims or suits for damages covered by underlying insurance; c.The policies listed in the Schedule of Underlying Insurance may not be canceled or not renewed by you without notifying us, and you agree to notify us in the event an insurance company cancels or declines to renew any policy listed in the Schedule of Underlying Insurance; and d.Renewals or replacements of the policies listed in the Schedule of Underlying Insurance will not be materially changed without our agreement. If you fail to comply with these requirements, we will only be liable to the same extent that we would have been had you fully complied with these requirements. 12.Miscellaneous Unintentional Errors and Omissions Any unintentional error or omission in the description of, or failure to describe completely, any premises or operations intended to be covered by this policy, shall not invalidate or affect the coverage for those operations or premises. However, the insured must report such error or omission to the company as soon as practicable after its discovery. 13.Other Insurance If other insurance applies to damages that are also covered by this policy, this policy will apply excess of the other insurance. However, this provision will not apply: a.If the other insurance is written to be excess of this policy; or b.With respect to Coverage A only, if the named insured has agreed in a written contract to carry insurance to apply prior to and be non-contributory with that of another person or organization's insurance, but only as respects damages arising out of insured operations or work on behalf of the named insured performed under such written contract. The limits available to the other person or organization will be the lesser of the policy limits or the minimum limits required by such written contract. In that case, other insurance of that person or organization will apply as excess and not contribute prior to the insurance afforded by this policy. U-UMB-103-C CW (03/10) Page 17 of 19 Umbrella Primary & Non-Contributory Policy Number: AUC0085689 Policy Term: 12/31/2024-12/31/2025 Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 Nothing herein will be construed to make this policy subject to the terms, conditions and limitations of such other insurance. 14.Premium The premium for this policy as stated in Item 6. of the Declarations is a flat premium. It is not subject to adjustment unless an endorsement is attached to this policy. 15.Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned to the first Named Insured, this insurance applies: a.As if each named insured were the only named insured; and b.Separately to each insured against whom claim is made or suit is brought. 16.Terms Conformed to Statute The terms of this policy which are in conflict with the statutes, laws, ordinances or regulations in any country, jurisdiction, state or province where this policy is issued are amended to conform to such statutes, laws, ordinances or regulations. If we are prevented by law or statute from paying on behalf of the insured, then we will, where permitted by law or statute, indemnify the insured. 17.Transfer of Rights of Recovery Against Others to Us a.If the insured has rights to recover all or part of any payment we have made under this insurance, those rights are transferred to us. The insured must do nothing after the loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. However, if any insured is required by a written contract or agreement which is executed before a loss to waive their rights of recovery from others, we agree to waive our rights of recovery. This waiver of rights shall not be construed to be a waiver with respect to any other operations for which the insured has not waived their rights of recovery by contract. b.Any amount recovered will be apportioned in the inverse order of payment of loss to the extent of actual payment. The expenses of all such recovery proceedings will be apportioned in the ratio of respective recoveries. 18.Transfer of Your Rights and Duties Your rights and duties under this insurance may not be transferred without our written consent. If you die, then your rights and duties will be transferred to your legal representative, but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having temporary custody of your property will have your rights and duties but only with respect to that property. 19.When Loss is Payable Coverage under this policy will not apply until the insured, or the insured’s underlying insurer has paid or is legally obligated to pay the full amount of the Underlying Limits of Insurance or Retained Limit. When the amount of loss is determined by an agreed settlement or on a final judgment against an insured obtained after an actual trial, we will promptly pay on behalf of the insured the amount of loss covered under the terms of this policy. The first Named Insured will promptly reimburse us for any amount within the Retained Limit paid by us. 20.Violation of Economic or Trade Sanctions If coverage for a claim or suit under this policy is in violation of any economic or trade sanctions of the United States of America then coverage for that claim or suit will be null and void. B.The following Condition is applicable to Coverage A and Coverage B: 1.Notice of Occurrence, Claim or Suit a.You must see to it that we are notified as soon as practicable of an occurrence which may result in damages covered by this policy. To the extent possible, notice will include: (1)How, when and where the occurrence took place; U-UMB-103-C CW (03/10) Page 18 of 19 Umbrella Waiver of Subrogation Umbrella Primary & Non-Contributory CONTINUED Policy Number: AUC0085689 Policy Term: 12/31/2024-12/31/2025Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 57 (Ed. 12/10) WC 99 06 57 © 2010 X.L. America, Inc. All Rights Reserved. May not be copied without permission. ENDORSEMENT # This endorsement, effective 12:01 a.m., December 31, 2024 forms a part of Policy No. CWD740966207 issued to MALCOLM DRILLING COMPANY, INC. by XL Specialty Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT This endorsement modifies insurance provided under the following: WORKERS’ COMPENSATION AND EMPLOYERS’ LIABILITY INSURANCE POLICY In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, advanced written notice will be mailed or delivered to person(s) or entity(ies) according to the notification schedule shown below: Name of Person(s) or Entity(ies) Mailing Address: Number of Days Advanced Notice of Cancellation: AS PER SCHEDULE ON FILE WITH COMPANY AS PER SCHEDULE ON FILE WITH COMPANY 30 All other terms and conditions of the Policy remain unchanged. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy No. CWD740966206 Endorsement No. Premium $ Included Countersigned by __________________________________________ Endorsement Effective December 31, 2024 Insured MALCOLM DRILLING COMPANY, INC. Insurance Company XL Specialty Insurance Company Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 57 © 2010 X.L. America, Inc. All Rights Reserved. May not be copied without permission. Ed. 12/10 Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691  1983 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule WHERE REQUIRED BY WRITTEN AGREEMENT SIGNED PRIOR TO LOSS. WC 00 03 13 (Ed. 4-84) This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent t o preparation of the policy.) Policy No. CWD740966207 Endorsement No. Countersigned by __________________________________________ Endorsement Effective December 31, 2024 Insured MALCOLM DRILLING COMPANY, INC. Insurance Company XL Specialty Insurance Company Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 7/31/2025 Arthur J.Gallagher Risk Management Services,LLC 2121 N.California Blvd.,Suite 350 Walnut Creek CA 94596 Certificate Department 925-299-1112 925-925-0328 GCSSFCerts@ajg.com License#:0D69293 Lexington Insurance Company 19437 AIG Specialty Insurance Company 26883MalcolmDrillingCo.,Inc. 4926 No.Azusa Canyon Road Irwindale,CA 91706 462187326 A B Professional Liability Pollution Liability Y Y Y 028174884 CPO65704549 12/31/2024 12/31/2024 12/31/2025 12/31/2025 Each Clm/Agg Each Occ Cov A/Agg Each Clm Cov B $5,000,000 $2,000,000 $250,000 Professional Liability=Claims-Made policy,SIR is $100,000,Retroactive Date:12/31/1998; Pollution Liability=$100,000 deductible *OCCURRENCE BASIS* MDCI Job #03.25.051 RE:Rancho Palos Verdes -Continuation LOCATION:Palos Verdes Dr.S,Rancho Palos Verdes,CA 90275 ADDITIONAL INSURED(S)(Pollution Only):City of Rancho Palos Verdes,its officers,officials,employees,and agents City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes CA 90275 Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 ENDORSEMENT NO. This endorsement, effective 12:01 AM, Forms a part of Policy No: Issued to: By: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CI6143 127148 (01/18)Page 1 of 1 ADDITIONAL INSURED(S) ENDORSEMENT or countersignature (in states where applicable)AUTHORIZED REPRESENTATIVE All other terms, conditions, and exclusions shall remain the same. It is hereby agreed that Section VI. DEFINITIONS, Paragraph Q. Insured is amended by adding the following scheduled entity(s) as additional Insured(s) but solely as respects liability arising out of the Covered Operations performed by or on behalf of the Named Insured. Additional Insured(s) Blanket as required by written contract entered into prior to Claim or Loss. 4 MALCOLM DRILLING COMPANY, INC. AIG SPECIALTY INSURANCE COMPANY CPO 65704549 December 31, 2024 Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 ENDORSEMENT NO. This endorsement, effective 12:01 AM: Forms a part of policy no.: Issued to: By: 7 December 31, 2024 CPO65704549 MALCOLM DRILLING COMPANY, INC. AIG SPECIALTY INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED / PRIMARY COVERAGE ENDORSEMENT It is hereby agreed that Section VI. DEFINITIONS , Paragraph Q. Insured is amended to include the following entity as an Additional Insured, but only for Loss arising out of Covered Operations performed for the Additional Insured. Additional Insured: BLANKET WHERE REQUIRED BY WRITTEN CONTRACT This does not apply to Bodily Injury, Property Damage or Environmental Damage arising out of the sole negligence or willful misconduct of the Additional Insured. As respects the coverage afforded the Additional Insured scheduled above on this endorsement, when required by written contract, this insurance is primary and non-contributory, and our obligations are not affected by any other insurance carried by such Additional Insured whether primary, excess, contingent, or on any other basis. This Endorsement does not increase the Company's Limits of Liability as specified in Item 3. of the Declarations. MNSCPT (11/18) Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 CI6216 127232 (01/18)2018 All rights reserved© 12 monitor, nor the actual undertaking thereof nor any report thereon, shall constitute an undertaking, on behalf of the Insured or others, to determine or warrant that property or operations are safe, healthful or conform to acceptable engineering practice or are in compliance with any law, rule, or regulation. H. SOLE AGENT The Named Insured first listed in Item 1. of the Declarations shall act on behalf of all other Insureds, if any, for the payment or return of premium, receipt and acceptance of any endorsement issued to form a part of this Policy, and giving and receiving notice of cancellation or non-renewal. I. ASSIGNMENT This Policy may be assigned with the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Assignment of interest under this Policy shall not bind the Company until its consent is endorsed onto this Policy. J. SUBROGATION If there is any payment made by the Company under this Policy and regardless of whether the Insured has been made whole for its Loss, the Company shall be subrogated to all the Insured's rights of recovery against any person or organization. The Insured shall cooperate with the Company and do whatever is necessary to secure these rights. The Insured shall do nothing after a Loss to waive or prejudice such rights. Any recovery as a result of subrogation proceedings arising out of payment of Loss under this Policy (net of expenses incurred in making such recovery) shall accrue first to the Insured to the extent of any payment made by the Insured in excess of the limit of coverage of the Policy, then pro-rata to the Insured and the Company in proportion to the amount each actually paid as a result of judgment, settlement or defense of a Claim or Emergency Response Costs. Notwithstanding anything to the contrary in this Condition J., the Company hereby expressly waives any rights of subrogation against an entity where such right has been waived in writing by the Insured prior to a Claim or Emergency Response Costs. K. CHANGES Notice to any agent or knowledge possessed by any agent or by any other person shall not effect a waiver or a change in any part of this Policy or estop the Company from asserting any right under the terms of this Policy; nor shall the terms of this Policy be waived or changed, except by endorsement issued to form a part of this Policy. L. CANCELLATION This Policy may be cancelled by the Named Insured by surrender thereof to the Company or any of its authorized agents or by mailing to the Company written notice stating when thereafter the cancellation shall be effective. This Policy may be cancelled by the Company only for the reasons stated below by mailing to the Named Insured at the address shown in the Policy, written notice stating when not less than ninety (90) days (ten (10) days for nonpayment of premium) thereafter such cancellation shall be effective. Proof of mailing of such notice shall be sufficient proof of notice. 1. Material misrepresentation by the Insured. 2. The Insured's failure to comply with the material terms, conditions or contractual obligations under this Policy, including failure to pay any premium or Deductible when due. However, the Insured shall have the ability, within the first thirty (30) days (ten (10) days for non-payment of premium) of the ninety (90) day notice period stated above, to cure such failure to comply with the material terms, conditions or contractual obligations. The determination of whether or not the Insured has cured any such failure is within the sole Policy Number: CPO65704549Policy Term: 12/31/2024-12/31/2025 Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 ENDORSEMENT This endorsement, effective 12:01 AM Forms a part of policy no.: Issued to: By: 006 12/31/2024 028174884 MALCOLM DRILLING COMPANY, INC. LEXINGTON INSURANCE COMPANY # ____________________________________________________________________________________________ AMENDMENT OF INSURING AGREEMENT This endorsement modifies insurance provided by the policy: Paragraph D. SUBROGATION of Section V. CONDITIONS is deleted in its entirety and replaced with the following: D. SUBROGATION In the event of any payment under this policy, the Company shall be subrogated to all the Insured's rights of recovery therefore against any person or organization and the Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured shall do nothing after the Insured becomes aware of a circumstance that reasonably could give rise to a Claim to prejudice such rights. The Company agrees to waive this right of subrogation against the client of the Insured to the extent that the Insured had, prior to a Claim, a written agreement to waive such rights. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED. LEXDOC021 LX0404 Authorized Representative OR Countersignature (In states where applicable) Docusign Envelope ID: 99115475-C018-4DED-B2AA-E3319733B691 Certificate Of Completion Envelope Id: 99115475-C018-4DED-B2AA-E3319733B691 Status: Completed Subject: RPV Emgy LS Stabilization - On-Call Drilling Contract - Malcolm Drilling Co., Inc Source Envelope: Document Pages: 124 Signatures: 5 Envelope Originator: Certificate Pages: 5 Initials: 2 David Copp AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 dcopp@rpvca.gov IP Address: 72.34.97.146 Record Tracking Status: Original 7/31/2025 9:57:32 AM Holder: David Copp dcopp@rpvca.gov Location: DocuSign Signer Events Signature Timestamp Brock Nieuwkoop brockn@malcolmdrilling.com Vice President Malcolm Drilling Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 50.230.90.146 Sent: 7/31/2025 12:31:42 PM Viewed: 7/31/2025 1:52:26 PM Signed: 8/12/2025 8:03:19 AM Electronic Record and Signature Disclosure: Accepted: 8/6/2025 7:45:25 AM ID: 67758344-5814-4fd7-b267-ae02c921f7a3 Jason Malcolm JASONMALCOLM@MalcolmDrilling.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 12.245.190.94 Sent: 8/12/2025 8:03:22 AM Viewed: 8/21/2025 1:00:18 PM Signed: 8/21/2025 1:01:22 PM Electronic Record and Signature Disclosure: Accepted: 8/21/2025 1:00:18 PM ID: f65dcd31-bce8-4f9a-b570-f9400859671d William Wynder wwynder@awattorneys.com City Attorney Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 13.88.155.124 Sent: 8/21/2025 1:01:25 PM Viewed: 8/21/2025 1:04:06 PM Signed: 8/21/2025 1:05:06 PM Electronic Record and Signature Disclosure: Accepted: 8/21/2025 1:04:06 PM ID: fea75fa2-e2a5-4332-a90b-fa70dae3531c David Bradley david.bradley@rpvca.gov Self Anthem Blue Cross Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 3.101.66.249 Sent: 8/21/2025 1:05:11 PM Viewed: 8/22/2025 6:32:02 AM Signed: 8/22/2025 6:32:08 AM Electronic Record and Signature Disclosure: Accepted: 4/6/2022 5:59:34 AM ID: f0c88f71-e2e8-4736-ab5c-59950463981e Signer Events Signature Timestamp Teresa Takaoka terit@rpvca.gov City Clerk Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 75.83.180.163 Signed using mobile Sent: 8/22/2025 6:32:11 AM Viewed: 8/22/2025 9:30:20 AM Signed: 8/22/2025 9:30:29 AM Electronic Record and Signature Disclosure: Accepted: 8/22/2025 9:30:20 AM ID: 325ba7de-2656-4c28-b53c-eff5a9830285 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/31/2025 12:31:42 PM Certified Delivered Security Checked 8/22/2025 9:30:20 AM Signing Complete Security Checked 8/22/2025 9:30:29 AM Completed Security Checked 8/22/2025 9:30:29 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronicall y through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made av ailable electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM Parties agreed to: Brock Nieuwkoop, Jason Malcolm, William Wynder, David Bradley, Teresa Takaoka Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Rancho Palos Verdes: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: terit@rpvca.gov To advise City of Rancho Palos Verdes of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at terit@rpvca.gov and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of Rancho Palos Verdes To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to terit@rpvca.gov and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Rancho Palos Verdes To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to terit@rpvca.gov and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:  You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and  Until or unless you notify City of Rancho Palos Verdes as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Rancho Palos Verdes during the course of your relationship with City of Rancho Palos Verdes.