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HomeMy WebLinkAboutPrice, Postel & Parma, LLP - Flood Litigation Legal Services - 2026 Docusign Envelope ID 2A96D0F4-E525-44F5-BA52-6AD4450F7403 AGREEMENT FOR LEGAL SERVICES BY AND BETWEEN THE CITY OF NATIONAL CITY AND PRICE, POSTEL& PARMA LLP THIS AGREEMENT FOR LEGAL SERVICES (the "Agreement") is made as of the day of April 2026 between THE CITY OF NATIONAL CITY, a municipal corporation, (the "CITY") and Price, Postel & Parma LLP (the "FIRM"). This Agreement sets forth the parties' mutual understanding concerning legal services to be provided by the FIRM and the fee arrangement for said services. Article 1. Retainer. The CITY hereby retains the FIRM to assist in representing the CITY in connection with litigation regarding flood litigation matters', including: Rosaure Delgado, et al. vs City of National City, et al., Case No. 24CU013086C; Martin, et al. v. City of National City, et al.,Case No. 24CU014995C; Manuel Aguirre, et al. v. City of San Diego, et al., Case No.24CU017722C; Melanie Arroyo Rodriguez, et al v. City National City et al., Case Nos. 24CU025594C & 24CV025851C; Cortez, et al. v. City of National City, et al., Case No. 24CU026011C; and any future food litigation matters(together,the"Flood Cases"), all subject to this Agreement. FIRM shall continue representation of the CITY by and substitute in for Hamrick &Evans, LLP on the Flood Cases. Article 2. Effective Date and Term. This Agreement shall be effective on April 1, 2026 and continue until written notice of cancellation. This Agreement may be terminated at any time by either party with sixty(60)days' written notice to the other. Notice of termination by the FIRM shall be given to the City Attorney. Article 3. Scope of Services. The CITY shall have the right in its sole discretion to determine the particular services to be performed by the FIRM under this Agreement. These services may include the following: Consultation with the City Attorney and City management regarding the Flood Cases. In addition,the CITY may increase the scope of work with the FIRM's agreement, and such additional work will be confirmed via a letter that shall bring such work within the scope of this agreement. It is expected that the FIRM will work with the City Attorney and CITY staff. Article 4. Compensation. Compensation paid under this Agreement shall be as set forth: • Jan Greben-Partner: $400 hourly • Other Partners: $375 hourly • Associates with over 4 years' experience: $300 hourly • Associates with 1-4 years' experience: $250 hourly • Paralegals: $150 hourly t Flood litigation matters refers to litigation resulting from the January 2024 rain event in National City,CA 2024 Agreement Page 1 of 9 City of National City and Legal Services Price,Postel&Panne LLP Docusign Envelope ID:2A96D0F4-E525-44F5-BA52-6AD4450F7403 A. The FIRM shall not use more than one attorney for the same specific task without the CITY'S approval. The FIRM may use the minimum number of attorneys for this engagement consistent with good professional practice after consulting with and obtaining approval by the CITY. B. The FIRM agrees to document a plan and budget consistent with the scope of services described above in Article 3 to be agreed to by the City Attorney and the FIRM. The CITY shall not be obligated to pay the FIRM amounts not discussed, budgeted, and agreed to before being incurred by the FIRM. C. The FIRM shall keep the CITY advised monthly as to the level of attorney hours and client services performed under Article 1. D. The CITY further agrees to reimburse the FIRM, in accordance with the procedures set forth in this Article,for telephone,fax,mail,messengers,federal express deliveries, document reproduction, client-requested clerical overtime, lodging, and similar out-of-pocket expenses charged by the FIRM as a standard practice to its clients generally,with the exception of travel and meals. In any billing for disbursements, the FIRM shall provide the CITY with a statement breaking down the amounts by category of expense. The following items shall not be reimbursed,unless the CITY has specifically agreed otherwise: (1) Word Processing, clerical or secretarial charges, whether expressed as a dollar disbursement or time charge. (2) Storage of open or closed files, rent, electricity, local telephone, postage, receipts or transmission of telecopier documents, or any other items traditionally associated with overhead. (3) Photocopy charges in excess of$.15 (fifteen cents)per page. (4) Auto mileage rates in excess of the rate approved by the Internal Revenue Service for income tax purposes. (5) Secretarial overtime. Where case requirements demand overtime, the CITY will consider reimbursement on a case-by-case basis. The CITY will not reimburse overtime incurred for the convenience of the FIRM'S failure to meet deadlines known in advance. (6) Equipment, books, periodicals, research materials, Westlaw/Lexis or like items. (7) Express charges, overnight mail charges, messenger services or the like, without the CITY'S prior consent. The CITY expects these expenses to be incurred in emergency situations only. Where case necessity requires the use of these services,the CITY will consider reimbursement on a case-by-case basis. (8) Travel and meals. (9) Late payment charge or interest after 30-days of receipt of approved invoice. E. Bills from the FIRM should be submitted to Barry Schultz, City Attorney, 1243 National City Boulevard,National City,CA 91950-4301. The individual time and 2024 Agreement Page 2 of 9 City of National City and Legal Services Price.Postel&Parma LLP Docusign Envelope ID:2A96D0F4-E525-44F5-BA52-6AD4450F7403 disbursement records customarily maintained by the FIRM for billing evaluation and review purposes shall be made available to the CITY in support of bills rendered by the FIRM. F. The FIRM agrees to forward to the CITY a statement of account for each one-month period of services under this Agreement, and the CITY agrees to compensate the FIRM on this basis. The FIRM will consult monthly with the CITY as to the number of attorney hours and client disbursements, which have been incurred to date under this Agreement, and as to future expected levels of hours and disbursements. G. Billing Format. Each billing entry must be complete, discrete and appropriate. (1) Complete. (a) Each entry must name the person or persons involved. For instance, telephone calls must include the names of all participants. (b) The date the work was performed must be included. (c) The hours should be billed in.10-hour increments. (d) The specific task performed should be described, and the related work product should be reference("telephone call re: trial brief,""interview in preparation for deposition"). (e) The biller's professional capacity (partner, associate, paralegal,etc.) should be included. (2) Discrete: Each task must be set out as a discrete billing entry; neither narrative nor block billing is acceptable. (3) Appropriate. (a) The CITY does not pay for clerical support, administrative costs, overhead costs, outside expenses or excessive expenses. For example, the CITY will not pay for secretarial time, word processing time, air conditioning, rental of equipment, including computers,meals served at meetings,postage,online research,or the overhead costs of sending or receiving faxes. Neither will the CITY pay for outside expenses such as messenger delivery fees, outside photocopying, videotaping of depositions, investigative services, outside computer litigation support services,or overnight mail. (b)The CITY will pay reasonable late charges and the City will pay approved monthly invoices within 30 calendar days of receipt. H. Staffing. Jan Greben will be the primarily responsible attorney. Ultimately, staffing is a CITY decision, and the CITY'S representative may review staffing to ensure that it is optimal to achieve the goals of the engagement at the least cost. (1) Paralegals are to be used to the maximum extent possible to enhance efficiency and cost-effectiveness. All tasks typically considered associate work should be considered for assignment to a paralegal. Written authorization from the CITY must be had before associate hours billed exceed paralegal hours billed. 2024 Agreement Page 3 of 9 City of National City and Legal Services Price,Postel&Parma LLP Docusign Envelope ID:2A96D0F4-E525-44F5-BA52-6AD4450F7403 (2) Once an attorney is given primary responsibility for an engagement, that person should continue on the legal matter until the matter is concluded or the attorney leaves the FIRM. The CITY will not pay the costs of bringing a new attorney up to speed. (3) If more than one attorney is going to perform the same task, prior approval from the CITY must be had. This includes document review. Article 5. Independent Contractor. The FIRM shall perform services as an independent contractor. It is understood that this contract is for unique professional services. Accordingly,the duties specified in this Agreement may not be assigned or delegated by the FIRM without prior written consent of the CITY. Retention of the FIRM is based on the particular professional expertise of the individuals rendering the services required in the Scope of Services. Article 6. Confidentiality of Work. All work performed by the FIRM including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the FIRM pursuant to this Agreement is for the sole use of the CITY. All such work product shall be confidential and not released to any third party without the prior written consent of the CITY. Article 7. Compliance with Controlling Law. The FIRM shall comply with all applicable laws, ordinances, regulations, and policies of the federal, state, and local governments as they pertain to this Agreement. In addition, the FIRM shall comply immediately with any and all directives issued by the CITY or its authorized representatives under authority of any laws statutes, ordinances, rules, or regulations. The laws of the State of California shall govern and control the terms and conditions of this Agreement. Article 8. Acceptability of Work. The CITY shall decide any and all questions, which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement and the amount of compensation due. If the FIRM and the CITY cannot agree to the quality or acceptability of the work, the manner of performance, or the compensation payable to the FIRM in this Agreement,the CITY or the FIRM shall give to the other written notice. Within ten(10)business days,the FIRM and the CITY shall each prepare a report, which supports their position, and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance or the compensation payable to the FIRM. Article 9. Indemnification. The FIRM agrees to indemnify, defend, and hold the CITY and its agents, officers, employees, and volunteers harmless from and against all claims asserted or liability established for damages or injuries to any person or property, including injury to the FIRM'S employees,agents,or officers,which arise from or are connected with or caused or claimed to be caused by the acts or omissions of the FIRM and its agents, officers, or employees in performing the work or other obligations under this Agreement,and all expenses of investigating and defending against same; provided,however,that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY,its agents, officers, employees,or volunteers. 2024 Agreement Page 4 of 9 City of National City and Legal Services Price.Postel&Parma LLP Docusign Envelope ID:2A96D0F4-E525-44F5-BA52-6AD4450F7403 Article 10. Insurance. The FIRM, at its sole cost and expense, shall purchase and maintain throughout the term of this Agreement,the following insurance policies: A. Professional Liability Insurance (errors and omissions) with minimum limits of$1,000,000 per claim. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non-owned, and hired vehicles. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds,and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations,work,or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to the "location". The "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of FIRM'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers,officials,employees,and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the FIRM shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City C/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 2024 Agreement Page 5 of 9 City of National City and Legal Services Price.Poste!&Parma LLP Docusign Envelope ID 2A96D0F4-E525-44F5-BA52-6AD4450F7403 H. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide,or a company of equal financial stability that is approved by the CITY'S Risk Manager. In the event non-admitted"surplus lines" carriers provide coverage,they must be included on the most recent List of Approved Surplus Line Insurers("LASLI")and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with,are filed with and approved by the CITY'S Risk Manager. If the FIRM does not keep all insurance policies required by this Article 10 in full force and effect at all times during the term of this Agreement, the CITY may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self-insured retentions in excess of$10,000 must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Article 10, including limits,based on the nature of the risk, prior experience, insurance, coverage, or other special circumstances. K. If the FIRM maintains broader coverage or higher limits (or both)than the minimum limits shown above,the CITY shall be entitled to the broader coverage or higher limits (or both) maintained by the FIRM. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. Article 11. Drug Free Work Place. The FIRM agrees to comply with the CITY'S Drug-Free Workplace requirements. Every person awarded a contract by the CITY for the provision of services shall certify to the CITY that it will provide a drug-free workplace. Any subcontract entered into by the FIRM pursuant to this Agreement shall contain this provision. Article 12. Non-Discrimination Provisions. The FIRM shall not discriminate against any subcontractor, vendor, employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The FIRM will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The FIRM agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. Article 13. Notification of Change in Form. The FIRM has the right to effect changes in form including but not limited to the change in form from a partnership to a professional law corporation; the change in form of any partner or partners from an individual or individuals to a professional law corporation; the change in form of any corporate partner or partners to any individual partners. The CITY shall be promptly notified in writing of any change in form. 2024 Agreement Page 6 of 9 City of National City and Legal Services Price.Postel&Parma LLP Docusign Envelope ID:2A96D0F4-E525-44F5-BA52-6AD4450F7403 Article 14. Notices. In all cases where written notice is to be given under this Agreement,service shall be deemed sufficient if said notice is deposited in the United States mail, postage paid. When so given, such notice shall be effective from the date of mailing of the notice. Unless otherwise provided by notice in writing from the respective parties, notice to the Agency shall be addressed to: City Attorney City of National City 1243 National City Boulevard National City, CA 91950-4397 cc: Executive Assistant to the City Attorney City of National City 1243 National City Boulevard National City, CA 91950-4397 and to: Hskinner(wnationalcityca.gov leahm@nationalcityca.gov Notice to the FIRM shall be addressed to: Jan Greben Price,Postel&Parma LLP 200 East Carrillo Street, Suite 400 Santa Barbara,CA 93101 and to: iana,grebenlaw.com Nothing contained in this Agreement shall preclude or render inoperative service or such notice in the manner provided by law. Article 15. Administrative Provisions. A. Time of Essence. Time is of the essence for each provision of this Agreement. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original,but all of which,together, shall constitute but one and the same instrument. C. Headings. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. 2024 Agreement Page 7 of 9 City of National City and Legal Services Price,Postel&Parma LLP Docusign Envelope ID.2A96D0F4-E525-44F5-BA52-6AD4450F7403 D. California Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the County of San Diego, State of California. E. Integrated Agreement. This Agreement including attachments and exhibits contains all of the agreements of the parties and all prior negotiations and agreements are merged in this Agreement. This Agreement cannot be amended or modified except by written agreement, and mutually agreed upon by the CITY and the FIRM. F. Severability. The unenforceability,invalidity,or illegality of any provision of this Agreement shall not render the other provisions unenforceable, invalid, or illegal. G. Waiver. The failure of the CITY to enforce a particular condition or provision of this Agreement shall not constitute a waiver of that condition or provision or its enforceability. H. Conflict of Interest. During the term of this Agreement,the FIRM shall not perform services of any kind for any person or entity whose interests' conflict in any way with those of the CITY. This prohibition shall not preclude the CITY from expressly agreeing to a waiver of a potential conflict of interest under certain circumstances. I. No Obligations to, Third Parties. Except as otherwise expressly provided herein,the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto,to any person or entity other than the parties hereto. J. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes.To the extent any exhibits,schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement,the terms and conditions of this Agreement shall control. K. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength,(ii)each party has actively participated in the drafting,preparation and negotiation of this Agreement, and (iii) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement,or any portions hereof,or any amendments hereto. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date and year first above written. 2024 Agreement Page 8 of 9 City of National City and Legal Services Price.Poste!&Parma LLP Docusign Envelope ID:2A96D0F4-E525-44F5-BA52-6AD4450F7403 CITY OF NATIONAL CITY PRICE,POSTEL& PARMA LLP (Corporation—signatures of two corporate officers) c—DocuSigned by: By: O v Morrison,Mayor By: ---3146409719524B9... Esq. Partner Title: APPROVED AS TO FORM: By: I n (� By: , Esq. Heidi Skinner, Interim City Attorney Title: 2024 Agreement Page 9 of 9 City of National City and Legal Services Price.Postel&Parma LLP CITY OF NATIONAL CITY PRICE, POSTEL &PARMA LLP (Corporation—signatures ofiwo corporate officers) By: Ron Morrison,Mayor By: Esq. Title: 196,4/le L APPROVED AS TO FORM: By: � .l"— Esq. By: PCOrh, 'ev Heidi Skinner,Interim City Attorney Title; 2024 Agreement Page 9 of 9 City of National City and Legal Services Price,Pastel&Parma LLP �.....N PRICPOS-01 JBRIGGS A`�RO} CERTIFICATE OF LIABILITY INSURANCE DA3/24/2026 TE ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#6009644 CONTACT Kelley NAME: Milks Acrisure West Insurance Services,LLC 1950 W Corporate Way#1 (A/C,No,L Ext): (A/C,No): Anaheim,CA 92801-5373 ADDRESS:KMilks@acrisure.com INSURER(S)AFFORDING COVERAGE NAIC C INSURER A:Federal Insurance Company 20281 INSURED INSURER B:Chubb National Insurance Company 10052 Price,Postel&Parma LLP INSURER C: 200 East Carrillo Street,#400 INSURER D: Santa Barbara,CA 93101 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MM/DDIYYYYI (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X X 36056059 10/28/2025 10/28/2026 PREMISES(Ea oeaErrence) $ 1,000,000 • MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000r000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY Ef LOC PRODUCTS-COMP/OP AGG $ Included OTHER: $ COMBINED SINGLE LIMIT 1,000,000 A AUTOMOBILE LIABILITY (Ea accident) $ ANY AUTO _ 73606059 10/28/2025 10/28/2026 BODILY INJURY(Per person) $ AUTOS ONLY _ SCHEDULED SSyUyLEDp pBOODILY INJURYp (Per accident) $ X AU'''S ONLY X AUTOS ONLY (Perr accident)AMAGE $ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 15,000,000 EXCESS LIAB CLAIMS-MADE 78189327 10/28/2025 10/28/2026 AGGREGATE $ 15,000,000 DED X RETENTION$ 0 $ B WORKERS COMPENSATION X STATUTE ERµ AND EMPLOYERS'LIABILITY Y/N X 71803478 7/1/2025 7/1/2026 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ FFICER/MEMBER EXCLUDED? N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of National City and its officers,agents,employees,and volunteer are Additional Insured as their interests appear per written contract.Waiver of subrogation applies.This insurance is Primary&Non-Contributory. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof National CityTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. C/o Risk Manager 1243 National City Boulevard National City,CA 91950 AUTHORIZED REPRESENTATIVE 9 / ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD C H U B Bm Liability Insurance Endorsement Policy Period OCTOBER 28,2025 TO OCTOBER 28,2026 Effective Date OCTOBER 28,2025 Policy Number 3605-60-59 WUC Insured PRICE, POSTEL& PARMA LLP Name of Company FEDERAL INSURANCE COMPANY Date Issued AUGUST 6,2025 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured,the following provision is added. Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are insureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured-Scheduled Person Or Organization continued Form 80-02-2367(Rev.5-07) Endorsement Page 1 CHUBB' Liability Endorsement (continued) Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance— If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance—Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT.TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY. All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional Insured-Scheduled Person Or Organization last page Form 80-02-2367(Rev.5-07) Endorsement Page 2 C H U B B° Liability Insurance Endorsement Policy Period OCTOBER 28,2025 TO OCTOBER 28,2026 Effective Date OCTOBER 28,2025 Policy Number 3605-60-59 WUC Insured PRICE,POSTEL&PARMA LLP Name of Company FEDERAL INSURANCE COMPANY Date Issued AUGUST 6,2025 This Endorsement applies to the following forms: GENERAL LIABILITY Under Conditions,Transfer Or Waiver Of Rights Of Recovery Against Others,the following provision is added: Conditions Transfer Or Waiver Of However,we waive any right of recovery we may have against the designated person or organization Rights Of Recovery shown below because of payments we make for injury or damage arising out of your ongoing Against Others operations or done under a contract with that person or organization and included in the products-completed operations hazard.This waiver applies to the designated person or organisation. Designated Person Or Organization PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT,TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY. Liability Insurance Condition-Waiver Of Transfer Of Rights Of Recovery continued Form 80-02-2382(Rev.401) Endorsement Page 1 Workers'Compensation and Employers'Liability Policy Named Insured Endorsement Number PRICE,POSTEL&PARMA LLP Policy Number Symbol: Number:(26)7180-34-78 Policy Period Effective Date of Endorsement 07/01/2025 TO 07/01/2026 07/01/2025 Issued By(Name of Insurance Company) Chubb National Insurance Company Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. 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, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. ( ) Specific Waiver Name of person or organization: ( X ) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: 3. Premium: The premium charge for this endorsement shall be 1% percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium: Authorized Representative WC 90 03 75(05/18) Insured Copy