Loading...
HomeMy WebLinkAbout26-027 Witt O’Briens for Emergency Operations Plan Update and EOC supportPage 1 of 9 Professional/Consulting Contracts /Version: March 2025 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Witt O’Briens (“Contractor”), an LLC for Emergency Operations Plan Update and Emergency Services Staff Augmentation and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Contractor’s duties and services under this agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on June 30, 2026 (“Contract Time”), unless terminated earlier as provided herein. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. Page 2 of 9 Professional/Consulting Contracts /Version: March 2025 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will be based on actual costs but that will be capped so as not to exceed $ 45,000 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. In the event Page 3 of 9 Professional/Consulting Contracts /Version: March 2025 that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City, and actual attorney’s fees incurred by City in connection with the above. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential detail s the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third-party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. Page 4 of 9 Professional/Consulting Contracts /Version: March 2025 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City’s final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including reasonable attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: Page 5 of 9 Professional/Consulting Contracts /Version: March 2025 (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. Prior to any offset, the City shall provide written notice to the Contractor and provide the Contractor the ability to cure within ten (10) days of notification. 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, Page 6 of 9 Professional/Consulting Contracts /Version: March 2025 as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Kirsten Squarcia as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Michael Contreras as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services and assigns Suzannah Jones as its Subject Matter Expert in support of Project Manager, Michael Contreras. Contractor’s Project Manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. Page 7 of 9 Professional/Consulting Contracts /Version: March 2025 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefore at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. Prior to termination for cause, the City shall provide the Contractor with written notification of cause and provide the Contractor the ability to cure within ten (10) days of notification. The Contractor may terminate this Agreement for cause, provided that the Contractor has provided written notification to the City of such cause and provided the City with the ability to cure such cause within ten (10) days of notification. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third-party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between Page 8 of 9 Professional/Consulting Contracts /Version: March 2025 the Parties and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave Cupertino, CA 95014 Attention: Kirsten Squarcia Email: kirstens@cupertino.gov To Contractor: Witt O’Briens, LLC 818 Town and Country Blvd. Suite 200 Houston, TX 77024 Attention: Contracts Department Email: contractrequests@wittobriens.com Attention: Norberto Duenas Email: nduenas@wittobriens.com Page 9 of 9 Professional/Consulting Contracts /Version: March 2025 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date APPROVED AS TO FORM: MICHAEL K. WOO Senior Assistant City Attorney ATTEST: Lauren Sapudar Acting City Clerk DATE: Cheryl Joiner Cheryl Joiner Director Contracts & Compliance 03/02/2026 Kirsten Squarcia Deputy City Manager 03/03/2026 Lauren Sapudar 03/03/2026 EXHIBIT A SCOPE OF WORK Emergency Operations Plan Update and Emergency Services Staff Augmentation Emergency Operations Plan (EOP) Update The contractor will begin with an initial review of the existing EOP to identify strengths and weaknesses and will identify recommendations and best practices in collaboration with the city’s project lead. Contractor will then coordinate with the city project lead in developing two virtual workshops to validate our initial review findings and fill in valuable stakeholder information. These workshops will be inclusive of your whole community as well as eiffcient in cost and impact to stakeholder time. Contractor will then develop content that is comprehensive and consistent with California emergency planning guidelines and inclusive of the whole community served by the City. The updated plan content and formatting will adhere to standards such as Cal OES Guidance, CPG-101, and any specific City style guides. Additionally, the updated EOP will help position the City for applying for the Emergency Management Accreditation Program (EMAP) accreditation. The plan will be provided to the City’s project lead in draft format for review and editing prior to the delivery of a final draft. The final draft will be provided electronically to the City. Task/Deliverable Description Project Initiation Meeting Schedule and facilitate a project initiation virtual meeting. EOP Assessment Review the City’s current EOP to identify updates/recommendations for strengths, weaknesses, and best practices. Stakeholder Workshops Develop and deliver up to 2 virtual meetings with key stakeholders to research and validate planning information. Draft Updated EOP Develop a draft EOP for review by the City. Draft Updated EOP Review Develop and deliver a virtual meeting with the City’s project lead and key stakeholders to discuss the updated document and ensure we have captured all required information. Final Updated EOP Develop a final updated EOP for review and approval by the City. EXHIBIT A Emergency Services Staff Augmentation In the case of EOC activation, the contractor will provide on-demand emergency services and personnel to support the City with: - Sustaining the Emergency Operations Center until City staff can safely and effectively return to steady-state operations - Facilitating briefings, producing situation reports, supporting Incident Action Plan (IAP) development, tracking resources, and documenting costs - Providing operations, planning, logistics, and night-shift staff as needed - Coordinating with county partners, special districts, and regional stakeholders EXHIBIT B SCHEDULE OF PERFORMANCE Emergency Operations Plan Update and Emergency Services Staff Augmentation The agreement with Witt O’Brien’s will begin in February 2026 and will conclude on June 30, 2026. Emergency Operations Plan (EOP) Update – Project Timeline Task Duration Timeline Conduct EOP review (including document research and data collection). 1 Week February 2026 Develop and deliver up to 2 virtual workshops with key stakeholders to research and validate planning information. 2 Weeks February – March 2026 Develop draft updated EOP for review by the City. 4 Weeks March – April 2026 City/key stakeholder review and draft edits. 2 Weeks April – May 2026 Develop and deliver a virtual meeting with the City’s planning lead and key stakeholders to discuss the updated documents and ensure we have captured all required information. 1 Week May – June 2026 Deliver final updated EOP for review and approval by the City. 2 Weeks May – June 2026 EXHIBIT C COST SUMMARY Emergency Operations Plan Update and Emergency Services Staff Augmentation Contractor will perform the tasks described in the Scope of Services according to the fee schedules below. The total not to exceed amount for EOP Update and Emergency Services Staff Augmentation services is $45,000. Emergency Operations Plan (EOP) Update – Project Pricing Structure Project Task Project Cost Task 1: Review of Existing EOP and Stakeholder Workshops $10,000 Task 2: EOP Update and Finalization $30,000 TOTAL $40,000 Emergency Services Staff Augmentation Witt O’Brien’s Project Role Role Rate (Hourly) Project Executive $250/Hour Project Manager $180/Hour EOC Subject Matter Expert (SME) $149/Hour Disaster Recovery SME $175/Hour Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Version: May 2025 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) with coverage at least as broad as Insurance Services Office (ISO) Form CG 00 01, with limits no less than $2,000,000 per occurrence and $2,000,000 general aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall allow and be endorsed "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO Form CG 20 01. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City. The City’s own insurance or self-insurance shall not be called upon. 2. Automobile Liability: Coverage shall be provided using ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 each accident for bodily injury and property damage. Not required. Consultant shall be fully remote and not use automobiles to provide the service. In the event Consultant uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1), or if Consultant does not own autos (hired autos-Symbol 8 and non-owned autos-Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non- contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile. Consultant has provided written confirmation that it does not own any autos. Consultant shall provide coverage for hired autos-Symbol 8 and non-owned autos-Symbol 9. Primary and Non-Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non-owned only coverage. In the event Consultant uses an owned automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1). EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Version: May 2025 In lieu of Business Automobile Liability, Consultant shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 each accident/ disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, if applicable and as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims-made basis form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance policies shall contain, be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (“Additional Insureds”) are to be covered and endorsed as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or if not available, through the addition of both CG 20 10 and CG 20 37 forms, if later editions are used). Primary and Non-Contributory Coverage Except Workers Compensation, coverage afforded to City/Additional Insureds shall allow and be endorsed primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. If a carrier will not provide the required notice of cancellation or policy modification, the Consultant shall provide written notice to the City of a cancellation or policy modification no later than 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the General Liability, Automobile Liability and Workers’ Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City, its employees, agents and volunteers. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 3 Version: May 2025 Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert “$0”). At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. Verification of Coverage Consultant must furnish acceptable insurance certificates and amendatory endorsements (or copies of the policies effecting the coverage required by this Contract), including a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including indemnification, defense, and naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. 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) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Willis Towers Watson Southeast, Inc. c/o 26 Century Blvd P.O. Box 305191 Nashville, TN 372305191 USA Witt O'Briens, LLC 818 Town and Country Blvd Suite 200 Houston, TX 77024 GL - applies on a “per project” basis, subject to a $10,000,000 Total Construction Projects Aggregate Limit. Included as Named Insured are the following subsidiaries: Witt O’Brien’s, LLC Subsidiaries (100% owned) •O’Brien’s Response Management, LLC SEE ATTACHED City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 02/03/2026 1-877-945-7378 1-888-467-2378 certificates@wtwco.com Steadfast Insurance Company 26387 Zurich American Insurance Company 16535 W43903999 A 2,000,000 100,000 5,000Prof Liability (See below) Poll Liability (See below)2,000,000 4,000,000 4,000,000 Y Y GPL 8713651-03 08/11/2025 08/11/2026 B 1,000,000 08/11/202608/11/2025YYBAP 8713644-04 A 10,000,000 SXS 8598576-03 08/11/2025 08/11/2026 10,000,000 WC 8713648-03BY 1,000,000No08/11/2025 08/11/2026 1,000,000 1,000,000 A Prof/Poll Liability Each IncidentGPL 8713651-03 08/11/2025 08/11/2026 Aggregate 430898329363539SR ID:BATCH: $4,000,000 $2,000,000 WTW Certificate Center Page 1 of 2 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: Witt O'Briens, LLC 818 Town and Country Blvd Suite 200 Houston, TX 77024 •Witt O’Brien’s PR, LLC •Witt O'Brien’s USVI, LLC •Witt O’Brien’s Payroll Management LLC •Witt O’Brien’s Insurance Services, LLC •Strategist Crisis Advisors, LLC GL $ 2,000,000 - Each Occurennce $ 100,000 - Damage to Premises Rented to You Limit $ 5,000 - Medical Expenses Limit $ 2,000,000 Personal and Advertising Injury Limit $ 4,000,000- General Aggregate $ 4,000,000 Products / Completed Operations Aggregate Limit GL - applies on a “per project” basis, subject to a $10,000,000 Total Construction Projects Aggregate Limit Pollution - OCCURENCE Professional Liability - CLAIMS MADE Applies for Policy The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers are included as an Additional Insured as respects to General Liability and Automobile Liability as required by written contract and/or agreement. General Liability and Automobile Liability policies shall be Primary and Non-Contributory with any other insurance in force for or which may be purchased by Additional Insureds as required by written contract and/or agreement. Waiver of Subrogation applies in favor of Additional Insureds with respects to General Liability, Automobile Liability and Worker's Compensation, as required by written contract and/or agreement and as permitted by law. 2 2 Willis Towers Watson Southeast, Inc. See Page 1 See Page 1 See Page 1 See Page 1 25 Certificate of Liability Insurance W43903999CERT:4308983BATCH:29363539SR ID: 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: GPL 8713651-03 08/11/2025 08/11/2026 08/11/2025 28182000 AMBIPAR HOLDING USA INC 818 TOWN & COUNTRY BLVD SUITE 200 HOUSTON, TX 77024 WILLIS TOWERS WATSON SOUTHEAST, INC. 5 CONCOURSE PKWY FL 18 ATLANTA, GA 30328-5350 ---------- ---------- Additional Insured-Automatic-Owners, Lessees Or Contractors Coverage Part One-Commercial General Liability Coverage Part Two-Contractor's Pollution Liability THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: Environmental Services Package Policy COVERAGE PART ONE-COMMERCIAL GENERAL LIABILITY COVERAGE PART TWO-CONTRACTOR'S POLLUTION LIABILITY 1.Who is an Insured (Section I.) in the COMMON COVERAGE PROVISIONS is amended to include as an additional insured any person(s) or organization(s) whom you are required to add as an additional insured on this policy under a written contract or written agreement. 2.The insurance provided to the additional insured person(s) or organization(s) applies only to: a."Bodily injury”, “property damage” or "personal and advertising injury" under COVERAGE PART ONE- COMMERCIAL GENERAL LIABILITY, COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY and COVERAGE B - PERSONAL AND ADVERTISING INJURY LIABILITY caused, in whole or in part, by: (1)Your acts or omissions; or (2)The acts or omissions of those acting on your behalf; and resulting directly from: (a)Your ongoing operations performed for the additional insured, which is the subject of the written contract or written agreement; or (b)“Your work” completed as included in the "products-completed operations hazard", performed for the additional insured, which is the subject of the written contract or written agreement; and/or b."Claims" arising out of a "pollution event" under COVERAGE PART TWO - CONTRACTOR'S POLLUTION LIABILITY, caused, in whole or in part, by: (1)Your acts or omissions; or (2)The acts or omissions of those acting on your behalf, and resulting directly from: (a)"Covered operations" performed for the additional insured, which is the subject of the written contract or written agreement; or X X Page of STF-ESP-101-F CW (04/13) 1 3 (b)"Completed operations" of the "covered operations" performed for the additional insured, which is the subject of the written contract or written agreement. 3.However, regardless of the provisions of paragraphs 1. and 2. above, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the written contract or written agreement to provide to such additional insured. 4.With respect to the insurance afforded to the additional insured under this endorsement, the following is added to Section III – Limits Of Insurance and Deductible: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement you have entered into with the additional insured; or b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations 5. The insurance provided to the additional insured person or organization does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering or failure to render any professional architectural, engineering or surveying services including: (1) The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, 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 advertising injury", involved the rendering of or the failure to render any architectural, engineering or surveying services. 6.The additional insured must see to it that: a.We are notified as soon as practicable of an "occurrence", offense or “pollution event”, as applicable, that may result in a claim; b.We receive written notice of a claim or "suit" as soon as practicable; and c.A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured, if the written contract or written agreement requires that this coverage be primary and non-contributory. 7.For the coverage provided by this endorsement: a.The following paragraph is added to Paragraph 8.a. Other Insurance, Conditions (Section V.) in the COMMON COVERAGE PROVISIONS: Primary and Noncontributory Insurance This Insurance is primary to and will not seek contribution from any other insurance available to an additional insured under this endorsement provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. b.The following paragraph is added to Paragraph 8.b. Other Insurance, Conditions (Section V.) in the COMMON COVERAGE PROVISIONS: This insurance is excess over: Page of STF-ESP-101-F CW (04/13) 2 3 Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. 8.This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. Page of STF-ESP-101-F CW (04/13) 3 3 Others – Blanket as Required by Contract Waiver of Transfer of Rights of Recovery Against 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: GPL 8713651-03 08/11/2025 08/11/2026 08/11/2025 28182000 AMBIPAR HOLDING USA INC 818 TOWN & COUNTRY BLVD SUITE 200 HOUSTON, TX 77024 WILLIS TOWERS WATSON SOUTHEAST, INC. 5 CONCOURSE PKWY FL 18 ATLANTA, GA 30328-5350 ---------- ---------- [ ] COVERAGE PART ONE – COMMERCIAL GENERAL LIABILITY [ ] COVERAGE PART TWO – CONTRACTOR’S POLLUTION LIABILITY [ ] COVERAGE PART THREE – PROFESSIONAL LIABILITY ITHIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: Environmental Services Package Policy In consideration of the payment of premium and the Deductible by you and in reliance upon the statements in the Application made a part hereof, we agree with you, subject to all the terms, exclusions and conditions that with respect to the coverage parts indicated above Conditions (Section V.) of the COMMON COVERAGE PROVISIONS, Condition 14. Subrogation is amended by the addition of the following: We waive any right of recovery we may have against any person or organization whom you are required to waive your right of subrogation by a written contract or written agreement executed and effective prior to the performance of your services which is the subject of such written contract or written agreement. X X X ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. STF-ESP-248-A CW (04/10) Page 1 of 1 POLICY NUMBER: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: Endorsement Effective Date: SCHEDULE Insurance Company: Policy Number:Effective Date: Expiration Date: Named Insured: COMMERCIAL AUTO CA 20 01 11 20 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. Zurich American Insurance Company Ambipar Holdings USA, Inc. BAP 8713644 - 04 Ambipar Holdings USA, Inc. BAP 8713644 - 04 08/11/2025 08/11/2026 Address:1001 Brickell Bay Drive STE 1200 Miami, FL 33131-4937 Additional Insured (Lessor):ALL LESSORS OF A "LEASED AUTO" LEASED OR RENTED TO YOU FOR 180 CONTINUOUS DAYS OR MORE Address: Designation Or Description Of "Leased Autos": ALL "LEASED AUTOS" LEASED OR RENTED TO YOU FOR 180 CONTINUOUS DAYS OR MORE CA 20 01 11 20 © Insurance Services Office, Inc., 2019 Page 1 of 2 Coverages Limit Of Insurance Or Deductible Covered Autos Liability $1,000,000 Each "Accident" Comprehensive SEE ENDT Deductible For Each Covered "Leased Auto" Collision SEE ENDT 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. Page 2 of 2 © Insurance Services Office, Inc., 2019 CA 20 01 11 20 Policy No.Eff. Date of Pol.Exp. Date of Pol.Eff. Date of End.Producer No.Add’l. Prem Return Prem. BAP 8713644-04 08/11/2025 08/11/2026 28182000 INCL U-CA-424-F CW (04-14) Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Coverage Extension Endorsement THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Business Auto Coverage Form Motor Carrier Coverage Form A. Amended Who Is An Insured 1.The following is added to the Who Is An Insured Provision in Section II – Covered Autos Liability Coverage: The following are also "insureds": a.Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow for acts performed within the scope of employment by you. Any “employee” of yours is also an “insured” while operating an “auto” hired or rented under a contract or agreement in an “employee’s” name, with your permission, while performing duties related to the conduct of your business. b.Anyone volunteering services to you is an "insured" while using a covered "auto" you don’t own, hire or borrow to transport your clients or other persons in activities necessary to your business. c.Anyone else who furnishes an "auto" referenced in Paragraphs A.1.a. and A.1.b. in this endorsement. d.Where and to the extent permitted by law, any person(s) or organization(s) where required by written contract or written agreement with you executed prior to any "accident", including those person(s) or organization(s) directing your work pursuant to such written contract or written agreement with you, provided the "accident" arises out of operations governed by such contract or agreement and only up to the limits required in the written contract or written agreement, or the Limits of Insurance shown in the Declarations, whichever is less. 2.The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance – Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form: Coverage for any person(s) or organization(s), where required by written contract or written agreement with you executed prior to any "accident", will apply on a primary and non-contributory basis and any insurance maintained by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond the terms and conditions of the Coverage Form. B. Amendment – Supplementary Payments Paragraphs a.(2) and a.(4) of the Coverage Extensions Provision in Section II – Covered Autos Liability Coverage are replaced by the following: (2)Up to $5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4)All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. U-CA-424-F CW (04-14) Page 2 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. C. Fellow Employee Coverage The Fellow Employee Exclusion contained in Section II – Covered Autos Liability Coverage does not apply. D. Driver Safety Program Liability and Physical Damage Coverage 1.The following is added to the Racing Exclusion in Section II – Covered Autos Liability Coverage: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. 2.The following is added to Paragraph 2. in the Exclusions of Section III – Physical Damage Coverage of the Business Auto Coverage Form and Paragraph 2.b. in the Exclusions of Section IV – Physical Damage Coverage of the Motor Carrier Coverage Form: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. E. Lease or Loan Gap Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Lease Or Loan Gap Coverage In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the lease or loan for a covered "auto", less: a.Any amount paid under the Physical Damage Coverage Section of the Coverage Form; and b.Any: (1)Overdue lease or loan payments at the time of the "loss"; (2)Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3)Security deposits not returned by the lessor; (4)Costs for extended warranties, credit life insurance, health, accident or disability insurance purchased with the loan or lease; and (5)Carry-over balances from previous leases or loans. F. Towing and Labor Paragraph A.2. of the Physical Damage Coverage Section is replaced by the following: We will pay up to $75 for towing and labor costs incurred each time a covered "auto" of the private passenger type is disabled. However, the labor must be performed at the place of disablement. G. Extended Glass Coverage The following is added to Paragraph A.3.a. of the Physical Damage Coverage Section: If glass must be replaced, the deductible shown in the Declarations will apply. However, if glass can be repaired and is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass repaired rather than replaced. H. Hired Auto Physical Damage – Increased Loss of Use Expenses The Coverage Extension for Loss Of Use Expenses in the Physical Damage Coverage Section is replaced by the following: Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or written rental agreement. We will pay for loss of use expenses if caused by: U-CA-424-F CW (04-14) Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (1)Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2)Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto"; or (3)Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $3000. I. Personal Effects Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Personal Effects Coverage a.We will pay up to $750 for "loss" to personal effects which are: (1)Personal property owned by an "insured"; and (2)In or on a covered "auto". b.Subject to Paragraph a. above, the amount to be paid for "loss" to personal effects will be based on the lesser of: (1)The reasonable cost to replace; or (2)The actual cash value. c.The coverage provided in Paragraphs a. and b. above, only applies in the event of a total theft of a covered "auto". No deductible applies to this coverage. However, we will not pay for "loss" to personal effects of any of the following: (1)Accounts, bills, currency, deeds, evidence of debt, money, notes, securities, or commercial paper or other documents of value. (2)Bullion, gold, silver, platinum, or other precious alloys or metals; furs or fur garments; jewelry, watches, precious or semi-precious stones. (3)Paintings, statuary and other works of art. (4)Contraband or property in the course of illegal transportation or trade. (5)Tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. Any coverage provided by this Provision is excess over any other insurance coverage available for the same "loss". J. Tapes, Records and Discs Coverage 1.The Exclusion in Paragraph B.4.a. of Section III – Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.2.c. of Section IV – Physical Damage Coverage in the Motor Carrier Coverage Form does not apply. 2.The following is added to Paragraph 1.a. Comprehensive Coverage under the Coverage Provision of the Physical Damage Coverage Section: We will pay for "loss" to tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. We will pay only if the tapes, records, discs or other similar audio, visual or data electronic devices: (a)Are the property of an "insured"; and (b)Are in a covered "auto" at the time of "loss". The most we will pay for such "loss" to tapes, records, discs or other similar devices is $500. The Physical Damage Coverage Deductible Provision does not apply to such "loss". U-CA-424-F CW (04-14) Page 4 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. K. Airbag Coverage The Exclusion in Paragraph B.3.a. of Section III – Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.4.a. of Section IV – Physical Damage Coverage in the Motor Carrier Coverage Form does not apply to the accidental discharge of an airbag. L. Two or More Deductibles The following is added to the Deductible Provision of the Physical Damage Coverage Section: If an accident is covered both by this policy or Coverage Form and by another policy or Coverage Form issued to you by us, the following applies for each covered "auto" on a per vehicle basis: 1.If the deductible on this policy or Coverage Form is the smaller (or smallest) deductible, it will be waived; or 2.If the deductible on this policy or Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. M. Physical Damage – Comprehensive Coverage – Deductible The following is added to the Deductible Provision of the Physical Damage Coverage Section: Regardless of the number of covered "autos" damaged or stolen, the maximum deductible that will be applied to Comprehensive Coverage for all "loss" from any one cause is $5,000 or the deductible shown in the Declarations, whichever is greater. N. Temporary Substitute Autos – Physical Damage 1.The following is added to Section I – Covered Autos: Temporary Substitute Autos – Physical Damage If Physical Damage Coverage is provided by this Coverage Form on your owned covered "autos", the following types of vehicles are also covered "autos" for Physical Damage Coverage: Any "auto" you do not own when used with the permission of its owner as a temporary substitute for a covered "auto" you do own but is out of service because of its: 1.Breakdown; 2.Repair; 3.Servicing; 4."Loss"; or 5.Destruction. 2.The following is added to the Paragraph A. Coverage Provision of the Physical Damage Coverage Section: Temporary Substitute Autos – Physical Damage We will pay the owner for "loss" to the temporary substitute "auto" unless the "loss" results from fraudulent acts or omissions on your part. If we make any payment to the owner, we will obtain the owner's rights against any other party. The deductible for the temporary substitute "auto" will be the same as the deductible for the covered "auto" it replaces. O. Amended Duties In The Event Of Accident, Claim, Suit Or Loss Paragraph a. of the Duties In The Event Of Accident, Claim, Suit Or Loss Condition is replaced by the following: a.In the event of "accident", claim, "suit" or "loss", you must give us or our authorized representative prompt notice of the "accident", claim, "suit" or "loss". However, these duties only apply when the "accident", claim, "suit" or "loss" is known to you (if you are an individual), a partner (if you are a partnership), a member (if you are a limited liability company) or an executive officer or insurance manager (if you are a corporation). The failure of any U-CA-424-F CW (04-14) Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. agent, servant or employee of the "insured" to notify us of any "accident", claim, "suit" or "loss" shall not invalidate the insurance afforded by this policy. Include, as soon as practicable: (1)How, when and where the "accident" or "loss" occurred and if a claim is made or "suit" is brought, written notice of the claim or "suit" including, but not limited to, the date and details of such claim or "suit"; (2)The "insured’s" name and address; and (3)To the extent possible, the names and addresses of any injured persons and witnesses. If you report an "accident", claim, "suit" or "loss" to another insurer when you should have reported to us, your failure to report to us will not be seen as a violation of these amended duties provided you give us notice as soon as practicable after the fact of the delay becomes known to you. P. Waiver of Transfer Of Rights Of Recovery Against Others To Us The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: This Condition does not apply to the extent required of you by a written contract, executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. This waiver only applies to the person or organization designated in the contract. Q. Employee Hired Autos – Physical Damage Paragraph b. of the Other Insurance Condition in the Business Auto Coverage Form and Paragraph f. of the Other Insurance – Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form are replaced by the following: For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1)Any covered "auto" you lease, hire, rent or borrow; and (2)Any covered "auto" hired or rented under a written contract or written agreement entered into by an "employee" or elected or appointed official with your permission while being operated within the course and scope of that "employee's" employment by you or that elected or appointed official’s duties as respect their obligations to you. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". R. Unintentional Failure to Disclose Hazards The following is added to the Concealment, Misrepresentation Or Fraud Condition: However, we will not deny coverage under this Coverage Form if you unintentionally: (1)Fail to disclose any hazards existing at the inception date of this Coverage Form; or (2)Make an error, omission, improper description of "autos" or other misstatement of information. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to the acceptance of this policy. S. Hired Auto – World Wide Coverage Paragraph 7a.(5) of the Policy Period, Coverage Territory Condition is replaced by the following: (5)Anywhere in the world if a covered "auto" is leased, hired, rented or borrowed for a period of 60 days or less, T. Bodily Injury Redefined The definition of "bodily injury" in the Definitions Section is replaced by the following: "Bodily injury" means bodily injury, sickness or disease, sustained by a person including death or mental anguish, resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease. U-CA-424-F CW (04-14) Page 6 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. U. Expected Or Intended Injury The Expected Or Intended Injury Exclusion in Paragraph B. Exclusions under Section II – Covered Auto Liability Coverage is replaced by the following: Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "insured". This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. V. Physical Damage – Additional Temporary Transportation Expense Coverage Paragraph A.4.a. of Section III – Physical Damage Coverage is replaced by the following: 4. Coverage Extensions a. Transportation Expenses We will pay up to $50 per day to a maximum of $1,000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". W. Replacement of a Private Passenger Auto with a Hybrid or Alternative Fuel Source Auto The following is added to Paragraph A. Coverage of the Physical Damage Coverage Section: In the event of a total "loss" to a covered "auto" of the private passenger type that is replaced with a hybrid "auto" or "auto" powered by an alternative fuel source of the private passenger type, we will pay an additional 10% of the cost of the replacement "auto", excluding tax, title, license, other fees and any aftermarket vehicle upgrades, up to a maximum of $2500. The covered "auto" must be replaced by a hybrid "auto" or an "auto" powered by an alternative fuel source within 60 calendar days of the payment of the "loss" and evidenced by a bill of sale or new vehicle lease agreement. To qualify as a hybrid "auto", the "auto" must be powered by a conventional gasoline engine and another source of propulsion power. The other source of propulsion power must be electric, hydrogen, propane, solar or natural gas, either compressed or liquefied. To qualify as an "auto" powered by an alternative fuel source, the "auto" must be powered by a source of propulsion power other than a conventional gasoline engine. An "auto" solely propelled by biofuel, gasoline or diesel fuel or any blend thereof is not an "auto" powered by an alternative fuel source. X. Return of Stolen Automobile The following is added to the Coverage Extension Provision of the Physical Damage Coverage Section: If a covered “auto” is stolen and recovered, we will pay the cost of transport to return the “auto” to you. We will pay only for those covered “autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. All other terms, conditions, provisions and exclusions of this policy remain the same. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY NUMBER: BAP 8713644 - 04 COMMERCIAL AUTO CA 04 44 10 13 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured:Ambipar Holdings USA, Inc. Endorsement Effective Date: SCHEDULE Name(s) Of Person(s) Or Organization(s): BLANKET - AS REQUIRED BY WRITTEN CONTRACT The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 44 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84) 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 ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION 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.) Endorsement Effective Policy No.Endorsement No. Insured Premium $ Insurance Company Countersigned by______________________________Zurich American Insurance Company 08/11/2025 WC 8713648 - 03 Ambipar Holdings USA, Inc. Copyright 1983 National Council on Compensation Insurance, Inc.WC124 (4-84) WC 00 03 13 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY - INFORMATION PAGE Servicing Office: Other workplaces not shown above: See Schedule of Locations This information page, with policy provisions and endorsements, if any, completes this policy. Insured’s Identification number(s): See Schedule Locations The limits of liability under Part Two are: See Schedule of Forms and Endorsements. See Classification Schedule Agent or Producer Countersigned by Resident Licensed Agent Date Annually Semi-Annually Quarterly TOTAL ESTIMATED STANDARD PREMIUM PREMIUM DISCOUNT EXPENSE CONSTANT PREMIUM FOR ENDORSEMENT TAXES AND SURCHARGES TOTAL ESTIMATED ANNUAL PREMIUM MINIMUM PREMIUM DEPOSIT PREMIUM Monthly This is a Three Year Fixed Rate Policy 3.A. B.Employers Liability Insurance: Part Two of the policy applies to work in each state listed in Item 3.A. C.Other States Insurance: Part Three of the policy applies to the states, if any, listed here: D.This Policy includes these Endorsements and Schedules: 4. WC 00 00 01 A New Renewal Rewrite of Prior Policy No. X Ambipar Holdings USA, Inc. 818 Town & Country Blvd Ste 200 Houston, TX 77024 WILLIS TOWERS WATSON SOUTHEAST, INC. 5 CONCOURSE PKWY FL 18 ATLANTA, GA 30328-5350 Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, District of Columbia, Florida, Georgia, Idaho, Illinois, Indiana, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nevada, New Jersey, New York, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Vermont, Virginia, West Virginia All states except North Dakota, Ohio, Washington, Wyoming and those states listed in 3A Insurance for this coverage part provided by: Zurich American Insurance Company SCHAUMBURG 1299 ZURICH WAY SCHAUMBURG, IL 60196 1.Policy Number: WC 8713648 - 03 Renewal of Number: WC 8713648 - 02 Named Insured and Mailing Address Producer and Mailing Address Producer Code: 28182000 FEIN: 20-8204248 NCCI Company No.: 10863 Insured is: Corporation 2. Policy Period: From: 08/11/2025 to: 08/11/2026 at 12:01 A.M. Standard Time at insured's mailing address. Bodily Injury by Accident:$1,000,000 each accident Bodily Injury by Disease:$1,000,000 policy limit Bodily Injury by Disease:$1,000,000 each employee If indicated below, adjustment of premium shall be made: $ $ $ $ $ $ $ $ Workers Compensation Insurance: Part One of the policy applies to the Workers' Compensation Law of the states listed here: The premium for this policy will be determined by our Manuals of Rules, Classifications, Rates and Rating Plans. All information required on the following Classification Schedule is subject to verification and change by audit. U-WC-D-314-A (07-94) Page 1 of 1 WC 8713648 - 00X COMMERCIAL INSURANCE NAMED INSURED SCHEDULE Policy Number: WC 8713648 - 03 Ambipar Response One Stop Environmental Ambipar Response L1 IntraCostal Environmental LLC Ambipar Holdings , INC EMS Environmental, Inc. Environmental Management Services WITT O'BRIENS'S LLC Witt O’Brien’s payroll Management, LLC Ambipar Response AIE, LLC Ambipar Holding USA INC SWAT Consulting, Inc. WITT O'BRIEN'S, LLC Environmental Geological Services, PC Ambipar Response Alabama Ambipar Response Florida WITT O'BRIENS'S LLC WITT O'BRIEN'S, LLC Ambipar Response Instracostal, Inc One Stop Environmental LLC IntraCostal Environmental LLC Ambipar Holdings USA, Inc. Ambipar Response - EMS, Inc Witt O’Brien’s LLC Custom Environmental Services, Inc Ambipar Response CES, INC. U-WC-321-A (07/94) COMMERCIAL INSURANCE NAMED INSURED SCHEDULE Policy Number: Allied International Emergency, LLC Ambipar Response SWAT, Inc. Ambipar Response Colorado U-WC-321-A (07/94) 12:01 A.M., Standard Time Policy Number SCHEDULE OF NAMED INSURED(S) NAMED INSURED Named Insured Ambipar Holdings USA, Inc. Effective Date: 08/11/2025 Agent Name WILLIS TOWERS WATSON SOUTHEAST, INC.Agent No. 28182000 BAP 8713644 - 04 Ambipar Holdings USA, Inc. IntraCostal Environmental LLC One Stop Environmental LLC Ambipar Response L1 Ambipar Response Instracostal, Inc Ambipar Response One Stop Environmental Allied International Emergency, LLC Custom Environmental Services, Inc. Witt O’Brien’s LLC Environmental Management Services Ambipar Response AIE, LLC Ambipar Response - EMS, Inc Environmental Geological Services, PC Ambipar Response SWAT, Inc dba SWAT Consulting, Inc Ambipar Response Pers, LLC Ambipar Response CES, INC AMBIPAR RESPONSE TEXAS, LLC AMBIPAR RESPONSE ALABAMA, LLC AMBIPAR RESPONSE FLORIDA, LLC AMBIPAR RESPONSE COLORADO, LLC AMBIPAR RESPONSE TRAINING CENTER ARTC, LLC AMBIPAR RESPONSE PENNSYLVANIA, LLC AMBIPAR RESPONSE NORTHWEST, LLC U-GU-621-A CW (10/02) Page 1 of 1 COMMERCIAL AUTO BUSINESS AUTO DECLARATIONS ITEM ONE PRODUCER: NAMED INSURED: MAILING ADDRESS: POLICY PERIOD: PREVIOUS POLICY NUMBER: FORM OF BUSINESS: Premium shown is payable at inception: AUDIT PERIOD (IF APPLICABLE) ANNUALLY QUARTERLY MONTHLY SEE SCHEDULE OF FORMS AND ENDORSEMENTS COUNTERSIGNED (Date) BY (Authorized Representative) Ambipar Holdings USA, Inc. 1001 Brickell Bay Drive STE 1200 Miami, FL 33131-4937 From _____________ to _____________ at 12:01 A.M. Standard Time at your mailing address shown above CORPORATION LIMITED LIABILITY COMPANY (LLC)INDIVIDUAL PARTNERSHIP OTHER ____________________________________________________________ IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. SEMI- ANNUALLY ENDORSEMENTS ATTACHED TO THIS POLICY: IL 00 17 – Common Policy Conditions (IL 01 46 in Washington) IL 00 21 – Broad Form Nuclear Exclusion (not Applicable in New York) (IL 01 98 in Washington) POLICY NUMBER: BAP 8713644 - 04 Zurich American Insurance Company 1299 Zurich Way Schaumburg, IL 60196-1056 WILLIS TOWERS WATSON SOUTHEAST, INC. 08/11/2025 08/11/2026 X 8713644 - 01 X U-CA-D-600-D CW (10/21)Page 1 of 15 *This Policy may be subject to final audit. ITEM TWO Schedule Of Coverages And Covered Autos This Policy provides only those coverages where a charge is shown in the premium column below. Each of these coverages will apply only to those "autos" shown as covered "autos". "Autos" are shown as covered "autos" for a particular coverage by the entry of one or more of the symbols from the Covered Autos section of the Business Auto Coverage Form next to the name of the coverage. COVERAGES COVERED AUTOS LIMIT OR DEDUCTIBLE PREMIUM COVERED AUTOS LIABILITY 1 $1,000,000 PERSONAL INJURY PROTECTION (or equivalent No-fault Coverage) 5 SEPARATELY STATED IN EACH P.I.P. ENDORSEMENT MINUS SEE ENDT DEDUCTIBLE. ADDED PERSONAL INJURY PROTECTION (or equivalent Added No-fault Coverage) SEPARATELY STATED IN EACH ADDED P.I.P. ENDORSEMENT. PROPERTY PROTECTION INSURANCE (Michigan only) SEPARATELY STATED IN THE PROPERTY PROTECTION INSURANCE ENDORSEMENT MINUS SEE ENDT DEDUCTIBLE FOR EACH ACCIDENT. AUTO MEDICAL PAYMENTS 2 $5,000 EACH INSURED MEDICAL EXPENSE AND INCOME LOSS BENEFITS (Virginia only) SEPARATELY STATED IN THE MEDICAL EXPENSE AND INCOME LOSS BENEFITS ENDORSEMENT. UNINSURED MOTORISTS 2 SEE ENDT UNDERINSURED MOTORISTS (When not included in Uninsured Motorists Coverage) 2 SEE ENDT PHYSICAL DAMAGE COMPREHENSIVE COVERAGE N/A 2, 8 DEDUCTIBLE FOR EACH COVERED AUTO FOR LOSS CAUSED BY THEFT OR MISCHIEF OR VANDALISM (A maximum deductible may also apply. Refer to Coverage Form for details.) OR SEE ENDT DEDUCTIBLE FOR ALL PERILS FOR EACH COVERED AUTO (A maximum deductible may also apply. Refer to Coverage Form for details.) See ITEM FOUR For Hired or Borrowed Autos. PHYSICAL DAMAGE SPECIFIED CAUSES OF LOSS COVERAGE DEDUCTIBLE FOR EACH COVERED AUTO FOR LOSS CAUSED BY THEFT OR MISCHIEF OR VANDALISM (A maximum deductible may also apply. Refer to Coverage Form for details.) OR DEDUCTIBLE FOR ALL PERILS FOR EACH COVERED AUTO (A maximum deductible may also apply. Refer to Coverage Form for details.) See ITEM FOUR For Hired or Borrowed Autos. PHYSICAL DAMAGE COLLISION COVERAGE 2, 8 SEE ENDT DEDUCTIBLE FOR EACH COVERED AUTO. See ITEM FOUR For Hired Or Borrowed Autos. PHYSICAL DAMAGE TOWING AND LABOR NoCoverage FOR EACH DISABLEMENT OF A PRIVATE PASSENGER AUTO, LIGHT OR MEDIUM TRUCK. TAX/SURCHARGE/FEE PREMIUM FOR ENDORSEMENTS *ESTIMATED TOTAL PREMIUM U-CA-D-600-D CW (10/21)Page 2 of 15 Environmental Services Package Policy Declarations Claims Made and Reported Coverage - Coverage Part Three Only THIS POLICY PROVIDES COVERAGE FOR CLAIMS FIRST MADE AGAINST THE INSURED AND REPORTED IN WRITING DURING THE POLICY PERIOD OR AN APPLICABLE EXTENDED REPORTING PERIOD UNDER COVERAGE PART THREE. THE PAYMENT OF CLAIM EXPENSES ERODES THE LIMITS OF LIABILITY UNDER COVERAGE PARTS TWO AND THREE. PLEASE READ THE POLICY CAREFULLY. Steadfast Insurance Company Dover, Delaware Administrative Offices - 1299 Zurich Way Schaumburg, Illinois 60196-1056 Policy Number:Renewal of:GPL 8713651-03 GPL 8713651-02 Item 1.Named Insured:AMBIPAR HOLDING USA INC Address:818 TOWN & COUNTRY BLVD SUITE 200 HOUSTON, TX 77024 Item 2."Policy Period":From:To: 12:01 a.m. Local time at the address shown in Item 1. 08/11/2025 08/11/2026 Item 3.Coverage: [ ] COVERAGE PART ONE – COMMERCIAL GENERAL LIABILITY [ ] COVERAGE PART TWO – CONTRACTOR’S POLLUTION LIABILITY [ ] COVERAGE PART THREE – PROFESSIONAL LIABILITY Item 4.Limits of Insurance: Each Incident Limit Damage To Premises Rented to You Limit Medical Expense Limit Personal & Advertising Injury Limit Products-Completed Operations Aggregate Limit Policy Aggregate Limit Any one premises Any one person Any one person or organization In return for the payment of the premium, and subject to all the terms and conditions of this policy, we agree with you to provide insurance under the coverage parts indicated below. COVERAGE PARTS THAT ARE NOT INDICATED BY A CHECK MARK DO NOT APPLY. $100,000 $5,000 $2,000,000 $4,000,000 X X X $2,000,000 $4,000,000 Page of STF-ESP-D-100-E CW (10/05) 1 2 Item 5.Deductible: Item 6.Deposit Premium: Item 7.Retroactive Date:applicable to COVERAGE PART THREE ONLY – see applicable attached endorsements. Item 8.Broker:WILLIS TOWERS WATSON SOUTHEAST, INC. $50,000 5 CONCOURSE PKWY FL 18 ATLANTA, GA 30328-5350 Item 9.Notice to Us:All notices shall be sent to: Zurich North America - Specialties Environmental Claims P.O. Box 968041 Schaumburg, IL 60196-8041 Fax: (866) 255-2962 Email: usz_zurich_environmental@zurichna.com or such other address of which we notify the Named Insured above in writing Item 10.Forms and Endorsements Attached to This Policy:See attached Schedule of Forms and Endorsements. Page of STF-ESP-D-100-E CW (10/05) 2 2 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: GPL 8713651-03 08/11/2025 08/11/2026 08/11/2025 28182000 AMBIPAR HOLDING USA INC 818 TOWN & COUNTRY BLVD SUITE 200 HOUSTON, TX 77024 WILLIS TOWERS WATSON SOUTHEAST, INC. 5 CONCOURSE PKWY FL 18 ATLANTA, GA 30328-5350 Named Insured – Additions THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: Professional Environmental Consultant's Liability Insurance Policy Professional Environmental Consultant's Liability Insurance Policy - Claims Made and Reported Coverage Professional Consultant's Liability Insurance Policy - Claims Made and Reported Coverage Contractor's Pollution Liability Insurance Policy Contractor's Pollution Liability Insurance Policy - Claims Made and Reported Coverage Environmental Services Package Policy Schedule IntraCostal Environmental LLC One Stop Environmental LLC Ambipar Response L1 Ambipar Response Instracostal, Inc Ambipar Response One Stop Environmental Ambipar Response AIE, LLC Allied International Emergency, LLC STF-ENVL-1583-A CW (08/08) Page 1 of 3 Schedule Custom Environmental Services, Inc Witt O'Brien, LLC Navigate Communications PTE. LTD Navigate Response (ASIA) PTE. LTD Navigate PR Limited Navigate Response Limited Witt O'Brien's Payroll Management LLC Witt O'Brien's Insurance Services, LLC Strategic Crisis Advisors LLC O'Briens Response Management LLC Ambipar Response-EMS, Inc dba EMS Environmental Environmental Management Services, Inc Environmental Geological Services, PC Ambipar Response SWAT, Inc SWAT Consulting, Inc Witt O'Brien's USVI, LLC STF-ENVL-1583-A CW (08/08) Page 2 of 3 Schedule Ambipar Response Northwest Ambipar Response Alabama Ambipar Response Florida Ambipar Response Colorado Ambipar Response Texas Ambipar Response PERS, LLC Ambipar Response Training Center ARTC Ambipar Response Pennsylvaia, Inc. In consideration of the payment of premium and the Deductible by you and in reliance upon the statements in the Application made a part hereof, we agree with you, subject to all the terms, exclusions and conditions of the policy, that the person(s) or organization(s) shown in the Schedule above is included as a Named Insured under the policy. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. Signed by: Authorized Representative Date STF-ENVL-1583-A CW (08/08) Page 3 of 3 Emergency Operations Plan Update and EOC support Final Audit Report 2026-03-03 Created:2026-03-02 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAALZ0WDeMkOqtf5ugBgPPC_Uy6gkrrNTZF "Emergency Operations Plan Update and EOC support" History Document created by Webmaster Admin (webmaster@cupertino.org) 2026-03-02 - 5:01:27 PM GMT- IP address: 35.229.54.2 Document emailed to aracelia@cupertino.org for approval 2026-03-02 - 5:06:51 PM GMT Email viewed by aracelia@cupertino.org 2026-03-02 - 5:07:03 PM GMT- IP address: 32.192.180.120 Signer aracelia@cupertino.org entered name at signing as Araceli Alejandre 2026-03-02 - 5:18:48 PM GMT- IP address: 71.202.76.156 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval hosted by Webmaster Admin (webmaster@cupertino.org) Approval Date: 2026-03-02 - 5:18:50 PM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to cjoiner@wittobriens.com for signature 2026-03-02 - 5:18:52 PM GMT Email viewed by cjoiner@wittobriens.com 2026-03-02 - 11:10:22 PM GMT- IP address: 104.47.55.254 Signer cjoiner@wittobriens.com entered name at signing as Cheryl Joiner 2026-03-02 - 11:11:01 PM GMT- IP address: 73.183.237.77 Document e-signed by Cheryl Joiner (cjoiner@wittobriens.com) Signature Date: 2026-03-02 - 11:11:03 PM GMT - Time Source: server- IP address: 73.183.237.77 Document emailed to Michael Woo (michaelw@cupertino.org) for signature 2026-03-02 - 11:11:05 PM GMT Email viewed by Michael Woo (michaelw@cupertino.org) 2026-03-02 - 11:11:12 PM GMT- IP address: 204.236.203.98 Document e-signed by Michael Woo (michaelw@cupertino.org) Signature Date: 2026-03-03 - 6:13:01 AM GMT - Time Source: server- IP address: 98.33.114.31 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2026-03-03 - 6:13:03 AM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2026-03-03 - 6:13:13 AM GMT- IP address: 98.80.150.211 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2026-03-03 - 5:30:01 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Lauren Sapudar (laurens@cupertino.org) for signature 2026-03-03 - 5:30:04 PM GMT Email viewed by Lauren Sapudar (laurens@cupertino.org) 2026-03-03 - 5:30:11 PM GMT- IP address: 44.202.118.192 Document e-signed by Lauren Sapudar (laurens@cupertino.org) Signature Date: 2026-03-03 - 5:31:47 PM GMT - Time Source: server- IP address: 69.149.42.28 Agreement completed. 2026-03-03 - 5:31:47 PM GMT