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THOMPSON & THOMPSON REAL ESTATE VALUATION AND CONSULTATION, INC.
RRANCEON FILE N-2022-090 WORK MAY PROCEED UNTIL INSURANCE EXPIRES S • j2'22 CLERK OF COUNCIL DATE: AGREEMENT WITH THOMPSON & THOMPSON 0, (AO ca) TO PROVIDE REAL ESTATE VALUATION AND CONSULTING SERVICES CW001 Q.)T--.A' THIS AGREEMENT is made and entered into on this 22' day of March, 2022 by and between Thompson & Thompson Real Estate Valuation and Consulting, Inc., a California corporation, N ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and r existing under the Constitution and laws of the State of California ("City"). ® RECITALS A. The City, and its City Attorney's Office ("Attorneys"), desires to retain a Consultant having special skill and knowledge in the field of appraisal services and seeks to engage with consultant to prepare individual Appraisal Report and Statement of Valuation Data for selected properties as detailed herein. B. Consultant represents that it is able and willing to provide such services to the City C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described for the following properties: 100 E. Warner Avenue (APN 016-031-54) — as detailed in Exhibit A, attached hereto and incorporated by reference. 1313 W. Memory Lane (APN 002-261-29) — as detailed in Exhibit B, attached hereto and incorporated by reference, 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibits A and B. The total amount to be expended during the term of this Agreement shall not exceed $50,0D0. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. Page 1 of "NEEKYW;ri This Agreement shall commence on the date first written above and continue until December 31, 2022, with the option for the City to grant up to a one-year renewal, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors. MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: Page 2 of 9 1. Commercial General Liability (CGL): hnsurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 05 09 or 25 04 05 09) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, covering hired, (Code 8) and non -owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability (Errors and Omissions): Insurance appropriate to the Contractor's profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the contractor. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 1185 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Primary Coverage For any claims related to this contract, the Contractor's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. Waiver of Subrogation Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Page 3 of 9 Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self -Insured Retentions Self -insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. Claims Made Policies If any of the required policies provide claims -made coverage: 1. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. 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 Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. Verification of Coverage Contractor shall fi nish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the Page 4 of 9 negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY All information and documents shared between Consultant and Attorneys as well as all work performed in connection with this Agreement should be treated as strictly confidential. Moreover, all communications between Consultant and Attorneys shall be treated as protected by the attorney -client privilege and the attorney work product doctrine. Accordingly, information received by Consultant from Attorneys or City staff should be kept in a secure place, and no information about this work may be disclosed to any third party without City or Attorney's prior written approval. Consultant shall provide materials directly to the City Attorney, Sonia Carvalho, Page 5 of 9 or selected members of her office, as directed by the City Attorney. All such information and any written product in connection with Consultant's retention under this Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL / ATTORNEY -WORK PRODUCT" and shall be the property of the City Attorney's Office, and shall be returned/provided to the Office of the City Attorney with all copies upon the request of the City Attorney. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant, disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without Page 6 of 9 the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. Page 7 of 9 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: City Attorney's Office City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax:714-647-6515 To Consultant: Public Works Agency Attn: Executive Director City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-5635 Bradford Thompson, MAI, AI-GRS, SR/WA Thompson & Thompson Real Estate Valuation and Consulting, hic. 55 E. Huntington Dr. Suite 238 Arcadia, CA 91006 Fax: 626-317-5168 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of Page 8 of 9 N-2022-090 this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Gomez Kristine Ridge of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By:'� John M. Funk Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: ALL" �—labs. Nabil Saba Executive Director, Public Works Agency CONSULTANT: Bradford Thompson, MAI, AI-GRS, SR/WA Page 9 of 9 EXHIBIT A SCOPE OF SERVICES and RATES 100 E. Warner Avenue (APN 016-031-54) THOMPSON & THOMPSON REAL ESTATE VALUATION AND CONSULTING 55 E. HUNTINGTON DRIVE, SUITE 238 1 ARCADIA, CALIFORNIA 91006 www.thompsonvoluatlon.com I Phone: 626.317.5158 1 Fax: 626.317,5168 March 14, 2022 City of Santa Ana c/o John Funk, Esq. Sr. Assistant City Attorney 20 Civic Center Plaza Santa Ana, California 92702 Via e-mail Only JFunk@santa-ana.org Re: Proposal for Appraisal, Consulting and Expert Services City of Santa Ana vs. United California Bank Realty Corporation, et al OC Superior Court Case No. 30-2021-01184614-CU-EI-CXC Partial Acquisition Improved Commercial Property 100 E. Warner Avenue Santa Ana, California 92707 APN 016-031-54 Dear Mr. Funk: Pursuant to your request, the following proposal for appraisal services is submitted. Thompson & Thompson will prepare an individual Appraisal Report and Statement of Valuation Data, of the fee simple interest and necessary permanent and temporary acquisitions for the property referenced above. The parcel is subject to permanent and temporary easement acquisitions by the City of Santa Ana for the Warner Avenue Improvements Project. Thompson & Thompson will provide a narrative appraisal report consisting of all applicable approaches to value the larger parcel. The valuation assignment will reflect the fair market value, as of the date of deposit, based upon the highest and best use. John Funk, Esq. City of Santa Ana March 14, 2022 If available, the following information will assist us with the completion of the assignment: • Current set of project construction plans • Confirmation of the date of value (date of deposit) • Confirmation of the term of the TCE • Copies of any relevant discovery • Contact information for the project engineer or project manager The fee for the Appraisal Report is $18,750, provided the scope of work does not expand beyond what is detailed above. Mileage will be billed in addition to the stated fee. Any changes or amendments provided by the client subsequent to submission of the report will be billed hourly. With respect to time, an electronic copy of the Appraisal Report and Statement of Valuation Data will be submitted within 45 days of authorization to proceed and receipt of requested items. Two (2) bound original copies can be provided upon request. The valuation assignment will include the following scope: • Inspection of the larger parcel(s); • Ground and aerial photographs of the subject property; • Review of Zoning, General Plan (including Circulation Element), Area Plan, Flood Zone, and other information pertinent to the development and use of the subject properties; • Highest and best use analysis; • Larger parcel analysis; • Estimate the fair market value of the subject parcel based primarily upon the Direct Sales Comparison and hicome Capitalization Approach to value, as applicable; • Research of the parts to be acquired and construction in the manner proposed; • Value the part(s) to be acquired and the remainder while disregarding and considering benefits to conclude to total compensation; and • Prepare an Appraisal Report and Statement of Valuation Data for the subject parcel. The valuation assignments will conform to the Uniform Standards ofProfessional Appraisal Practice (USPAP), and the Code of Civil Procedure (CCP) requirements, where applicable. Bradford Thompson, MAI, AI -ORS, SR/WA and Scott Thompson, MAI, AI-GRS, SR/WA will be responsible for the assignment. Work will begin immediately upon authorization and receipt of the John Funk, Esq. City of Santa Ana March 14, 2022 requested items. Work subsequent to the submission of the report(s), including conferences, meetings, deposition, trial preparation and testimony, etc. is billed monthly based on the attached Thompson & Thompson 2022 Fee Schedule, with the understanding that any of the staff named can be billed based on the stated hourly rates. If the above is correct and agreeable, please execute an original of this letter contract or provide us with a letter of authorization or purchase order confirming time, fee and scope of work, and return it to our office. A set of the firm and appraiser qualifications have been included. This proposal is valid until April 10, 2022. We look forward to the opportunity to work with you. Respectfully submitted, THOMPSON & THOMPSON Bradfor ThompsonM, AI-GRS, SR/WA READ, UNDERSTOOD, AND ACCEPTED Client Enclosures BDT:co Date 7 Exhibit A THOMPSON & THOMPSON illREAL ESTATE VALUATION AND CONSULTING 55 E. HUNTINGTON DRIVE. SUITE 238 1 ARCADIA, CALIFORNIA 91006 w ww.}ho mpsonvaloation.com I Phone: 626.317.51581 Fax: 626.317.5168 bthom pson(aD_thom psonvaluation. com 2022 STANDARD FEE SCHEDULE Compensation for work performed on a time -and -materials basis will be computed as follows through December 31, 2022: APPRAISAL, PROJECT SUPERVISION & EXPERT WITNESS SERVICES inclusive of Valuation, Consultation, Deposition, and Court Appearance • Bradford Thompson, MAI, AI-GRS, SR/WA $400.00/hour • Scott J. Thompson, MAI, AI-GRS, SR/WA $290.00/hour • Cole Thompson $150.00/hour ADMINISTRATIVE • Celia Ochoa $100.00/hour • Dana Thompson $100.00/hour • Secretarial $100.00/hour • Court Exhibit Preparation $100.00/hour MISCELLANEOUS EXPENSES The following are billed at cost: • Subcontractor Services • Printing Services • Photo Services • Court Exhibits • Commercial Delivery Services • Air Transportation and Travel Expenses • Parking • Automobile Travel @ Current IRS Rates Revised 12/21/2021 BRADFORD THOMPSON, MAI, AI-GRS, SR/WA APPRAISAL QUALIFICATIONS APPRAISAL EXPERIENCE President and Managing Partner of Thompson & Thompson, established 2020. Entered the appraisal field in 1989, and was with the appraisal firm of Mason and Mason from 1991 thru 2019, Partner2006 thru 2019. Functions include research, consulting, appraisal report preparation, and expert testimony fora variety of property types, including industrial, commercial, retail, office, vacant acreage, and single and multi -family residential properties. Property valuations for eminent domain both full and partial acquisitions, inverse condemnation, property tax appeals, possessory interests, corridor valuation, asset management, and loan underwriting. AFFILIATIONS iL ACTIVITIES MAI Designated Member, The Appraisal Institute, Designation No. 11063 AI-GRS (General Review Specialist) Designated Member, The Appraisal Institute SR/WA Designated Member, International Right of Way Association, Designation No. 5336 Certified General Real Estate Appraiser, State of California, Certificate No. AGO02282 (Exp. 2/1 /2023) Certified General Real Estate Appraiser, State of Nevada, Certificate No. A.0208134-CG (Exp. 4/30/2022) Certified General Real Estate Appraiser, State of Arizona, Certificate No. CGA-32273 (Exp. 4/30/2022) Licensed Real Estate Broker, State of California, Certificate No.01070707 (Exp. 4/l/2022) Planning Commission, City of Arcadia (2015 to 2023) Past President, Southern California Chapter of the Appraisal Institute (2017) Member, AIR Commercial and Industrial Real Estate Association Member, Pasadena -Foothills Association of Realtors EDUCATIONAL BACKGROUND California State Polytechnic University, Pomona, Graduated September, 1999, with a Masters Degree in Business Administration (MBA)with an emphasis in Urban and Regional Planning, and Finance, Real Estate and Law. Admitted to the Honor Society of Beta Gamma Sigma. Masters Project -Just Compensation, The Physical Partial Acquisition of Real Property through Eminent Domain. Classes included: • Real Estate Market Analysis • Real Estate Investment Analysis • Management Science - Quantitative Decision Making • Policy Analysis, Implementation and Evaluation • Urban and Regional Planning - Legal Foundations • Urban and Regional Planning - Urban Analysis Fundamentals • Urban and Regional Planning -Theory and Practice • Urban and Regional Planning - Graphics and Design • Managerial Accounting for Decision Making • Business Research Methods • Management Policies and Strategies Procticum • Advanced Financial Management University of Southern California: Graduated May, 1989, with a Bachelor of Science Degree in Business Administration (BS), with an emphasis in Real Estate. Classes in all major aspects of real estate valuation, development, finance, law, construction, engineering, planning and property management. Specialized classes included: • Real Estate Valuation • Introduction to Urban Real Estate • Real Estate Law • Introduction to Urban & Regional Planning • Management Science • Management Accounting & Cost Analysis • Real Estate Finance & Investments • Construction Methods & Equipment • Business Finance • Contracts & Specifications • Economic Analysis for Business BT Page 1 of 2 Expert Witness: Real Estate Valuation in the Superior Court of The State of California, San Bernardino, Riverside and Los Angeles Counties, Public Utilities Commission of the State of California and the Los Angeles County Assessment Appeals Board. Court -Appointed Appraiser - Judge Maureen Duffy -Lewis, Los Angeles Superior Court, and Judge Brian S. McCarville, San Bernardino Superior Court. Guest lecturer: Real Estate Valuation (USC, Masterof Real Estate Development Program),Valuafion Conferences (IRWA), Masterof Architecture and the Development Process (Cal Poly Pomona) and Eminent Domain Conference (CLE International). Committee Service: Appraisal Institute- Litigation Seminar Chair(2008,2016& 2017),Associate Guidance Chair (2009 to 2013), Region VII Representative (2011 to 2014, 2016, 2017), SCCAI Executive Board (2014 to 2018). Leadership Development and Advisory Council (2015). California Government Relations Committee (2016& 2017). National and Chapter Nominating Committees (2018).ChairMason-Thornton Scholarship Fund (2021),IRWA-Spring Valuation Seminar Chair (2013 to 2016). SPECIALIZED APPRAISAL COURSES & SEMINARS Underground Infrastructure Panorama, IRWA, 2020 United States Land Titles, IRWA, 2020 Comparative Analysis, Appraisal Institute, 2016 Planning Academy, League of California Cities, 2016 Spring Valuation Seminar, IRWA, 2012, 2013, 2014, 2015, 2016 Property/Asset Management, IRWA, 2015 Review Theory - General, Appraisal Institute, 2014 Green Building for Appraisers, 2013 Federal and State Laws and Regulations, 2013, 2016, 2020 Environmental Awareness, IRWA, 2010 Legal Aspects of Easements, IRWA, 2010 Corridor Valuation, Appraisal Institute, 2010 Yellow Book/Easements & Divided Interests, Appraisal Institute, 2010 Easement Valuation, IRWA, 2009 Appraisal Curriculum Overview -General, Appraisal Institute, 2009 Apartment Appraisal, Concepts & Applications, Appraisal Institute, 2009 Real Estate Finance, Statistics, and Valuation Modeling, Appraisal Institute, 2008 Business Practices and Ethics, Appraisal Institute, 2006, 2011, 2016, 2021 Project Development and the Environmental Process, IRWA, 2005 Bargaining Negotiations, IRWA, 2005 Principles of Real Estate Engineering, IRWA, 2004 Senior Right of Way (SR/WA) Review Course & Discipline Exams, IRWA, 2004 Pipeline Right of Way Agent Development Program, IRWA, 2004 Principles of Real Estate Negotiation, IRWA, 2004 Standards of Practice / Ethics and the ROW Profession, IRWA, 2004, 2015, 2020 USPAP, 1990, 1995, 2000, 2004, 2006, 2010, 2013, 2014, 2016, 2018, 2020 Advanced Applications, Appraisal Institute, 1995 Report Writing and Valuation Analysis, Appraisal Institute, 1994 The Appraisal of Partial Acquisitions, IRWA, 1994 Advanced Income Capitalization, Appraisal Institute, 1993 Basic Income Capitalization, Appraisal Institute, 1993 Property Descriptions, IRWA, 1993 Real Estate Appraisal Principles, Appraisal Institute, 1992 Basic Valuation Procedures, Appraisal Institute, 1992 Litigation Seminar, Appraisal Institute, 1992, 1993, 1997, 1998, 2001, 2004, 2007, 2008, 2011, 2016, 2017, 2018, 2020 Master Planned Communities: from Concept to Reality, Appraisal Institute, 1999 The Economics of Right -of -Way Appraisal, Appraisal Institute, 1999 Operating Expense Seminar, Appraisal Institute, 1997 I certify that to the best of my knowledge, the above statements are true and correct. Respectfully submitted, Bradford Thompson, MAI, AI-GRS, SR/WA State of California Certificate No. AGO02282 12/2021 BT Page 2 of 2 SCOTT J. THOMPSON, MAI, AI-GRS, SR/WA APPRAISAL QUALIFICATIONS APPRAISAL EXPERIENCE Vice President and Partner of Thompson & Thompson, established 2020. Entered the appraisal field in July 2006, and was with the appraisal firm of Mason and Mason from 2006 thru 2019, Senior Appraiser since 2013. During this time has performed a variety of functions including market research, property inspection, and appraisal report preparation, for a variety of property types, including industrial, commercial, retail, office, vacant acreage, and single and multi -family residential properties. Property valuations for eminent domain both full and partial acquisitions. AFFILIATIONS MAI Designated Member, The Appraisal Institute, Designation No. 13754 AI-GRS (General Review Specialist) Designated Member, The Appraisal Institute SR/WA Designated Member, International Right of Way Association, Designation No. 6864 Certified General Real Estate Appraiser, State of California, Certificate No. AG044322 Certified General Real Estate Appraiser, State of Nevada, Certificate No. A.0208150-CG Chair -Eastern Branch Southern California Chapter Appraisal Institute (2021) EDUCATIONAL BACKGROUND Arizona State University: Graduated July, 1994, with a Bachelor of Science Degree in Business Administration. Classes in all major aspects of business management, finance, and economics. SPECIALIZED APPRAISAL COURSES & SEMINARS Business Practices and Ethics, The Appraisal Institute Basic Appraisal Principles, The Appraisal Institute Basic Appraisal Procedures, The Appraisal Institute 15-Hour National USPAP Course, The Appraisal Institute Real Estate Finance, Statistics, and Valuation Modeling, The Appraisal Institute Eminent Domain Law for the Right of Way Professional, IRWA Standards of Practice for the Right of Way Professional, IRWA General Market Analysis and Highest and Best Use, The Appraisal Institute The Appraisal of Partial Acquisitions, IRWA Sales Comparison Valuation of Small, Mixed -Use Properties, The Appraisal Institute Easement Valuation, IRWA Principles of Real Estate Law, IRWA Litigation Seminar, Appraisal Institute General Appraiser Income Approach (Part 1), The Appraisal Institute General Appraiser Income Approach (Part 2), The Appraisal Institute General Appraiser Sales Comparison Approach, The Appraisal Institute General Appraiser Site Valuation and Cost Approach, The Appraisal Institute General Appraiser Report Writing & Case Studies, The Appraisal Institute Principles of Real Estate Appraisal, IRWA Advanced Sales Comparison and Cost Approaches, The Appraisal Institute Ethics and the Right of Way Profession, IRWA Report Writing and Valuation Analysis, The Appraisal Institute Advanced Income Capitalization, The Appraisal Institute Advanced Applications, The Appraisal Institute 7-Hour National USPAP Course Principles of Real Estate Engineering, IRWA Principles of Land Acquisition, IRWA 912021 SJr Page 1 of 2 SPECIALIZED APPRAISAL COURSES 6 SEMINARS (CONTINUED) Introduction to Property/Asset Management, IRWA The Environmental Process, IRWA When Public Agencies Collide, IRWA Engineering Plan Development and Application, IRWA Legal Aspects of Easements, IRWA I certify that to the best of my knowledge, the above statements are true and correct. Respectfully submitted, Scott J. Thompson, MAI, AI-GRS, SR/WA State of California Certificate No. AGO44322 9/2021 SJT Page 2 of 2 EXHIBIT B SCOPE OF SERVICES and RATES 1313 W. Memory Lane (APN 002-261-29) Exhibit B THOMPSON & THOMPSON REAL ESTATE VALUATION AND CONSULTING 55 E. HUNTINGTON DRIVE, SUITE 238 1 ARCADIA, CALIFORNIA 91006 www.thompsonvoluatlon.com I Phone: 626.317.5158 1 Fax: 626.317,5168 March 14, 2022 Via e-mail Only JFunk@santa-ana.org City of Santa Ana c/o John Funk, Esq. Sr. Assistant City Attorney 20 Civic Center Plaza Santa Ana, California 92702 Re: Proposal for Appraisal, Consulting and Expert Services City of Santa Ana vs. Rim Pacific Investors Portofino, et al CIC Superior Court Case No. 30-2021-01221615-CU-EI-CXC Partial Acquisition Improved Multi -Family Property 1313 W. Memory Lane Santa Ana, California 92706 APN 002-261-29 Dear Mr. Funk: Pursuant to your request, the following proposal for appraisal services is submitted. Thompson & Thompson will prepare an individual Appraisal Report and Statement of Valuation Data, of the fee simple interest and necessary permanent and temporary acquisitions for the property referenced above. The parcel is subject to permanent and temporary easement acquisitions by the City of Santa Ana for the Bristol Street and Memory Lane Intersection Improvements Project. Thompson & Thompson will provide a narrative appraisal report consisting of all applicable approaches to value the larger parcel. The valuation assignment will reflect the fair market value, as of the date of deposit, based upon the highest and best use. John Funk, Esq. City of Santa Ana March 14, 2022 If available, the following information will assist us with the completion of the assignment: • Current set of project construction plans • Confirmation of the date of value (date of deposit) • Copy of the Resolution of Necessity • Copies of any relevant discovery • Contact information for the project engineer or project manager The fee for the Appraisal Report is $18,750, provided the scope of work does not expand beyond what is detailed above. Mileage will be billed in addition to the stated fee. Any changes or amendments provided by the client subsequent to submission of the report will be billed hourly. With respect to time, an electronic copy of the Appraisal Report and Statement of Valuation Data will be submitted within 45 days of authorization to proceed and receipt of requested items. Two (2) bound original copies can be provided upon request. The valuation assignment will include the following scope: • Inspection of the larger parcel(s); • Ground and aerial photographs of the subject property; • Review of Zoning, General Plan (including Circulation Element), Area Plan, Flood Zone, and other information pertinent to the development and use of the subject properties; • Highest and best use analysis; • Larger parcel analysis; • Estimate the fair market value of the subject parcel based primarily upon the Direct Sales Comparison and Income Capitalization Approach to value, as applicable; • Research of the parts to be acquired and construction in the manner proposed; • Value the part(s) to be acquired and the remainder while disregarding and considering benefits to conclude to total compensation; and • Prepare an Appraisal Report and Statement of Valuation Data for the subject parcel. The valuation assignments will conform to the Uniform Standards ofProfessional Appraisal Practice (USPAP), and the Code of Civil Procedure (CCP) requirements, where applicable. Bradford Thompson, MAI, AI-GRS, SR/WA and Scott Thompson, MAI, AI-GRS, SR/WA will be responsible for the assignment. Work will begin immediately upon authorization and receipt of the John Funk, Esq. City of Santa Ana March 14, 2022 requested items. Work subsequent to the submission of the report(s), including conferences, meetings, deposition, trial preparation and testimony, etc. is billed monthly based on the attached Thompson & Thompson 2022 Fee Schedule, with the understanding that any of the staff named can be billed based on the stated hourly rates. If the above is correct and agreeable, please execute an original of this letter contract or provide us with a letter of authorization or purchase order confirming time, fee and scope of work, and return it to our office. A set of the firm and appraiser qualifications have been included. This proposal is valid until April 10, 2022. We look forward to the opportunity to work with you. Respectfully submitted, THOMPSON & THOMPSON Bradfor Thompson, MAI, AI-GRS, SR/WA READ, UNDERSTOOD, AND ACCEPTED Client Enclosures BDT:co Date THOMPSON & THOMPSON REAL ESTATE VALUATION AND CONSULTING 55 E. HUNTINGTON DRIVE, SUITE 238 1 ARCADIA, CALIFORNIA 91006 www.thompsonvaluction.com I Phone: 626.317.51581 Fax: 626.317.5168 bthom pson(aD_thom psonval uati on. com 2022 STANDARD FEE SCHEDULE Compensation for work performed on a time -and -materials basis will be computed as follows through December31, 2022: APPRAISAL, PROJECT SUPERVISION & EXPERT WITNESS SERVICES inclusive of Valuation, Consultation, Deposition, and Court Appearance • Bradford Thompson, MAI, AI-GRS, SR/WA $400.00/hour • Scott J. Thompson, MAI, AI-GRS, SR/WA $290.00/hour • Cole Thompson $150.00/hour ADMINISTRATIVE • Celia Ochoa $100.00/hour • Dana Thompson $100.00/hour • Secretarial $100.00/hour • Court Exhibit Preparation $100.00/hour MISCELLANEOUS EXPENSES The following are billed at cost: • Subcontractor Services • Printing Services • Photo Services • Court Exhibits • Commercial Delivery Services • Air Transportation and Travel Expenses • Parking • Automobile Travel @ Current IRS Rates Revised 12/21/2021 BRADFORD THOMPSON, MAI, AI-GRS, SR/WA APPRAISAL QUALIFICATIONS APPRAISAL EXPERIENCE President and Managing Partner of Thompson & Thompson, established 2020. Entered the appraisal field in 1989, and waswith the appraisal firm of Mason and Mason from 1991 thru 2019, Portner2006 thru 2019. Functions include research, consulting, appraisal report preparation, and expert testimony fora variety of property types, including industrial, commercial, retail, office, vacant acreage, and single and multi -family residential properties. Property valuations for eminent domain both full and partial acquisitions, inverse condemnation, property tax appeals, possessory interests, corridor valuation, asset management, and loan underwriting. AFFILIATIONS & ACTIVITIES MAI Designated Member, The Appraisal Institute, Designation No. 11063 AI-GRS (General Review Specialist) Designated Member, The Appraisal Institute SR/WA Designated Member, International Right of Way Association, Designation No. 5336 Certified General Real Estate Appraiser, State of California, Certificate No. AGO02282 (Exp. 2/1 /2023) Certified General Real Estate Appraiser, State of Nevada, Certificate No. A.0208134-CG (Exp. 4/30/2022) Certified General Real Estate Appraiser, State of Arizona, Certificate No. CGA-32273 (Exp. 4/30/2022) Licensed Real Estate Broker, State of California, Certificate No. 01070707 (Exp. 4/1 /2022) Planning Commission, City of Arcadia (2015 to 2023) Past President, Southern California Chapter of the Appraisal Institute (2017) Member, AIR Commercial and Industrial Real Estate Association Member, Pasadena -Foothills Association of Realtors EDUCATIONAL BACKGROUND California State Polytechnic University, Pomona, Graduated September, 1999, with a Masters Degree in Business Administration (MBA)with an emphasisin Urban and Regional Planning, and Finance, Real Estate and Law. Admitted to the Honor Society of Beta Gamma Sigma. Masters Project - Just Compensation, The Physical Partial Acquisition of Real Property through Eminent Domain. Classes included: • Real Estate Market Analysis • Real Estate Investment Analysis • Management Science - Quantitative Decision Making • Policy Analysis, Implementation and Evaluation • Urban and Regional Planning - Legal Foundations • Urban and Regional Planning - Urban Analysis Fundamentals • Urban and Regional Planning - Theory and Practice • Urban and Regional Planning - Graphics and Design • Managerial Accounting for Decision Making • Business Research Methods • Management Policies and Strategies Practicum • Advanced Financial Management University of Southern California: Graduated May, 1989, with a Bachelor of Science Degree in Business Administration (BS), with an emphasis in Real Estate. Classes in all major aspects of real estate valuation, development, finance, law, construction, engineering, planning and property management. Specialized classes included: • Real Estate Valuation • Introduction to Urban Real Estate • Real Estate Law • Introduction to Urban & Regional Planning • Management Science • Management Accounting & Cost Analysis • Real Estate Finance & Investments • Construction Methods & Equipment • Business Finance • Contracts & Specifications • Economic Analysis for Business BT Page I of 2 Expert Witness: Real Estate Valuation in the Superior Court of The State of California, San Bernardino, Riverside and Los Angeles Counties, Public Utilities Commission of the State of California and the Los Angeles County Assessment Appeals Board. Court -Appointed Appraiser- Judge Maureen Duffy -Lewis, Los Angeles Superior Court, and Judge Brian S. McCarville, San Bernardino Superior Court. Guest Lecturer: Real Estate Valuation (USC, Mosterof Real Estate Development Program),Valuation Conferences (IRWA), Master of Architecture and the Development Process (Cal Poly Pomona) and Eminent Domain Conference (CLE International). Committee Service: Appraisal Institute- Litigation Seminar Chair(2008,2016& 2017),Associate Guidance Chair (2009 to 2013), Region VII Representative (2011 to 2014, 2016, 2017), SCCAI Executive Board (2014 to 2018). Leadership Development and Advisory Council (2015). California Government Relations Committee (2016& 2017). National and Chapter Nominating Committees (2018).Chair Mason -Thornton Scholarship Fund (2021). IRWA- Spring Valuation Seminar Chair (2013 to 2016). SPECIALIZED APPRAISAL COURSES & SEMINARS Underground Infrastructure Panorama, IRWA, 2020 United States Land Titles, IRWA 2020 Comparative Analysis, Appraisal Institute, 2016 Planning Academy, League of California Cities, 2016 Spring Valuation Seminar, IRWA, 2012, 2013, 2014, 2015, 2016 Property/Asset Management, IRWA, 2015 Review Theory - General, Appraisal Institute, 2014 Green Building for Appraisers, 2013 Federal and State Laws and Regulations, 2013, 2016, 2020 Environmental Awareness, IRWA, 2010 Legal Aspects of Easements, IRWA, 2010 Corridor Valuation, Appraisal Institute, 2010 Yellow Book/Easements & Divided Interests, Appraisal Institute, 2010 Easement Valuation, IRWA, 2009 Appraisal Curriculum Overview -General, Appraisal Institute, 2009 Apartment Appraisal, Concepts & Applications, Appraisal Institute, 2009 Real Estate Finance, Statistics, and Valuation Modeling, Appraisal Institute, 2008 Business Practices and Ethics, Appraisal Institute, 2006, 2011, 2016, 2021 Project Development and the Environmental Process, IRWA 2005 Bargaining Negotiations, IRWA, 2005 Principles of Real Estate Engineering, IRWA, 2004 Senior Right of Way (SR/WA) Review Course & Discipline Exams, IRWA, 2004 Pipeline Right of Way Agent Development Program, IRWA, 2004 Principles of Real Estate Negotiation, IRWA, 2004 Standards of Practice / Ethics and the ROW Profession, IRWA, 2004, 2015, 2020 USPAP, 1990,1995, 2000, 2004, 2006, 2010, 2013, 2014, 2016, 2018, 2020 Advanced Applications, Appraisal Institute, 1995 Report Writing and Valuation Analysis, Appraisal Institute, 1994 The Appraisal of Partial Acquisitions, IRWA, 1994 Advanced Income Capitalization, Appraisal Institute, 1993 Basic Income Capitalization, Appraisal Institute, 1993 Property Descriptions, IRWA, 1993 Real Estate Appraisal Principles, Appraisal Institute, 1992 Basic Valuation Procedures, Appraisal Institute, 1992 Litigation Seminar, Appraisal Institute, 1992, 1993, 1997, 1998, 2001, 2004, 2007, 2008, 2011, 2016, 2017, 2018, 2020 Master Planned Communities: from Concept to Reality, Appraisal Institute, 1999 The Economics of Right -of -Way Appraisal, Appraisal Institute, 1999 Operating Expense Seminar, Appraisal Institute, 1997 I certify that to the best of my knowledge, the above statements are true and correct. Respectfully submitted, Bradford Thompson, MAI, AI-GRS, SR/WA State of California Certificate No. AGO02282 12/2021 8T Page 2 of 2 SCOTT J. THOMPSON, MAI, AI-GRS, SR/WA APPRAISAL QUALIFICATIONS APPRAISAL EXPERIENCE Vice President and Partner of Thompson & Thompson, established 2020. Entered the appraisal field in July 2006, and was with the appraisal firm of Mason and Mason from 2006 thru 2019, Senior Appraiser since 2013. During this time has performed a variety of functions including market research, property inspection, and appraisal report preparation, for a variety of property types, including industrial, commercial, retail, office, vacant acreage, and single and multi -family residential properties. Property valuations for eminent domain both full and partial acquisitions. AFFILIATIONS MAI Designated Member, The Appraisal Institute, Designation No. 13754 AI-GRS (General Review Specialist) Designated Member, The Appraisal Institute SR/WA Designated Member, International Right of Way Association, Designation No. 6864 Certified General Real Estate Appraiser, State of California, Certificate No. AGD44322 Certified General Real Estate Appraiser, State of Nevada, Certificate No. A.0208150-CG Chair -Eastern Branch Southern California Chapter Appraisal Institute (2021) EDUCATIONAL Arizona State University: Graduated July, 1994, with a Bachelor of Science Degree in Business Administration. Classes in all major aspects of business management, finance, and economics. SPECIALIZED APPRAISAL COURSES & SEMINARS Business Practices and Ethics, The Appraisal Institute Basic Appraisal Principles, The Appraisal Institute Basic Appraisal Procedures, The Appraisal Institute 15-Hour National USPAP Course, The Appraisal Institute Real Estate Finance, Statistics, and Valuation Modeling, The Appraisal Institute Eminent Domain Law for the Right of Way Professional, IRWA Standards of Practice for the Right of Way Professional, IRWA General Market Analysis and Highest and Best Use, The Appraisal Institute The Appraisal of Partial Acquisitions, IRWA Sales Comparison Valuation of Small, Mixed -Use Properties, The Appraisal Institute Easement Valuation, IRWA Principles of Real Estate Law, IRWA Litigation Seminar, Appraisal Institute General Appraiser Income Approach (Part 1), The Appraisal Institute General Appraiser Income Approach (Part 2), The Appraisal Institute General Appraiser Sales Comparison Approach, The Appraisal Institute General Appraiser Site Valuation and Cost Approach, The Appraisal Institute General Appraiser Report Writing & Case Studies, The Appraisal Institute Principles of Real Estate Appraisal, IRWA Advanced Sales Comparison and Cost Approaches, The Appraisal Institute Ethics and the Right of Way Profession, IRWA Report Writing and Valuation Analysis, The Appraisal Institute Advanced Income Capitalization, The Appraisal Institute Advanced Applications, The Appraisal Institute 7-Hour National USPAP Course Principles of Real Estate Engineering, IRWA Principles of Land Acquisition, IRWA 9/2D21 SJT Page 1 of 2 SPECIALIZED APPRAISAL COURSES & SEMINARS (CONTINUED) Introduction to Property/Asset Management, IRWA The Environmental Process, IRWA When Public Agencies Collide, IRWA Engineering Plan Development and Application, IRWA Legal Aspects of Easements, IRWA I certify that to the best of my knowledge, the above statements are true and correct. Respectfully submitted, Scott J. Thompson, MAI, AI-GRS, SR/WA State of California Certificate No. AG044322 912021 SJT Page 2 of 2 Digitally signed ------ b A`ORO CERTIFICATE OF LIABILITY G� _ y zo2zm THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFE)JS NO RIGHTS UPON T T. CE . ER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OMTC�\Cp �� �1?'}kj?JO►Ip BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONT j p1EE�/ REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER I vsi I IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(iss) must have ADDITIONAI (INSURED p or en . se 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 endorsementls). PRODUCER StatefaTm AT.G. Metzger, Agent UOR0750772 ° 425 N. Santa Anita Ave., SURE B CA 91006 626-445-9643 25151 INSURED INSURERS: State Farm Mutual Automobile Insurance Company 25178 Thompson, Scott & Bradford INSURER c: State Farm General Insurance Company 25151 dba Thompson & Thompson Real Estate Valuation & Consulting INSURER D: State Farm Fire and Casualty Company 25143 55 E Huntington Or STE 239 INSURER E: Arcadia CA 91006 INSURER F: rnVFRAr:FR rFGTIFIrATC NI IEAFFO• esm"01na1 unasncs. 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 OP INSURANCE ADDLE BR POLICY NUMBER POUCYEFF MWDDfYYYYI MPOLICY EXP OMITS A COMMERCIAL GENERAL LIABILITY CWIMSIdADE Ix OCCUR Y Y 92-GT-P595-1 1210512021 12105/2022 EACH OCCURRENCE S 2.000.000 PREMI ES ESE awe $ 300,000 GENT MED EXP( one person) $ 5,000 PERSONAL IADV INJURY $ 2,000.000 AGGREGATE UNIT APPLIES PER: POLICY❑JEST LOG OTHER: GENERALAGGREGATE $ 4,000,000 PRODUCTS -COMPIOPAGG $ 4,000,000 $ B AUTOMOBILE LIABILITY ANYAUTO OWNED AUTOS ONLY AUTOSULEOSCHE AURED NN_D TOS ONLY AUTOS MEGNLL fi357121-826-75B 02f26/2022 0212612023 COMBINED SINGLE LIMIT Ea accident) $ 1,000,000 DOILY INJURY(Perpmson) $ BODILY INJURY (Peremden0 $ PROPERTY or e� A GE S $ C UMBRELLA LIAR EXCESS me ICLAIMS-MADE OCCUR 92-G9-P932-9 05/12/2021 05112Y2022 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 DEC I I RETENTION Il$ D WORKERS COMPENSATION ANDEMPLOYERS'LNABILITY ANY PROPRIETOMPARTNERIEXECUTIVE YIN OFFICERIMEMSER EXCLUDED? ❑V (Myes. charyln NH) er 0 SCRIPTION Oasibe F OPERATIONS below N/A Y 92J4-K693-9 12l2212021 12122l2022 PER OTH- 6 ATUTE EL EACH ACCIDENT § 1,000,000 EL DISEASE -EA EMPLOYE $ 1,000,000 E.L DISEASE -POLICY UMR $ 1,000,000 DESCR TIONOFOPERATIONS1LOCATIONS1VEHICLE$(ADDLD 101, Additional Remarks SeNndule, maybe attached If more apace%required) City of Santa Ana, its officers, employees, agents and representatives are Additional Insureds with respect to general and Auto Liability per the attached endorsements as required by written contract. Insurance Is primary and Noncontributory- Waiver of Subrogation applies to Workers' Compensation, 30 Days Notice of Cancellation with 10 Days Notice for Non -Payment of Premium In accordance with the policy provisions. City of Santa Ana Risk Management Division 20 Civic Center Plaza Santa Ana CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORRED ACORD 25 (2015103) The ACORD name and logo are registered marks of ACORD A,Ju ilco44 Risk Management Specialist Policy No. 92 GTP595 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CMP-4786.1 ADDITIONAL INSURED — OWNERS, LESSEES, OR CONTRACTORS (Scheduled) This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: 92 GTP595 1 Named Insured: THOMPSON & THOMPSON REAL ESTATE VALUATION AND CONSULTING INC Name And Address Of Additional Insured Person Or Organization: City of Santa Ana, its officers, agents, and employees 20 Civic Center Plaza Santa Ana, CA 92701 SECTION II — WHO IS AN INSURED of SECTION II — LIABILITY is amended to in- clude, as an additional insured, any person or organization shown in the Schedule, but only with respect to liability for 'bodily injury", "property damage', or "personal and advertis- ing injury" caused, in whole or in part, by: a. Ongoing Operations (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing opera- tions for that additional insured; or b. Products — Completed Operations "Your work" performed for that additional insured and included in the "products - completed operations hazard". However, Paragraph 1. above is subject to the following: a. The insurance afforded to the additional insured only applies to the extent permit- ted by law; CMP-4786.1 Page 1 of 2 b. If coverage provided to the additional in- sured is required by a contract or agree- ment, the insurance provided to the additional insured will not be broader than that which you are required by the contract or agreement to provide for such addition- al insured; and c. If the contract or agreement between you and the additional insured is governed by California Civil Code Section 2782 or 2782.05, the insurance provided to the additional insured is the lesser of that which: (1) Is allowed for the satisfaction of a de- fense or indemnity obligation by Cali- fornia Civil Code Section 2782 or 2782.05 for your sole liability; or (2) You are required by contract or agreement to provide for such addi- tional insured. We have no duty to defend or indemnify the additional insured under this endorsement un- til a claim or "suit' is tendered to us. O, Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CONTINUED Risk MotagemartDisisian _ ( REVIEWED&APPROVED BY. A ce Auwda ��' Risk Management Specialist 2. Any insurance provided to the additional in- sured shall only apply with respect to a claim made or a "suit' brought for damages for which you are provided coverage. 3. With respect to the insurance afforded to the additional insured, the following is added to SECTION II — LIMITS OF INSURANCE: If coverage provided to the additional insured is required by contract or agreement, the most we will pay on behalf of the additional insured will be the lesser of the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits Of Insurance shown in the Declarations. This endorsement shall not increase the ap- plicable Limits Of Insurance shown in the Declarations. 4. With respect to the insurance afforded to the additional insured, the following is added to Paragraph 3. Duties In The Event Of Occur- rence, Offense, Claim Or Suit of SECTION II — GENERAL CONDITIONS: The additional insured must: a. See to it that we are notified as soon as practicable of an 'occurrence" or an of- fense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the `occur- rence" or offense took place; CMP-4786.1 Page 2 of 2 (3) The nature and location of any injury or damage arising out of the "occur- rence" or offense; b. Tender the defense and indemnity of any claim or "suit' to us and to all other insur- ers who may have insurance potentially available to the additional insured; and c. Agree to make available any other insur- ance the additional insured has for de- fense or damages for which we would provide coverage under SECTION II — LIABILITY. 5. With respect to the insurance afforded the ad- ditional insured, the following replaces SEC- TION II —LIABILITY of Paragraph 7. Other Insurance of SECTION I AND SECTION II — COMMON POLICY CONDITIONS: a. This insurance is primary to and will not seek contribution from any other insurance available to the additional insured, provided that the additional insured is a named in- sured under such other insurance. b. Regardless of any agreement between you and the additional insured, this insur- ance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional in- sured has been added as an additional in- sured on other policies. There will be no refund of premium in the event this endorsement is cancelled. (2) The names and addresses of any in- jured persons and witnesses; and All other policy provisions apply. CMP-4786.1 1007033 148011 08-21-2014 m, Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission. RAMamgementDwlm Re EwED&Apmomft _�. A+� Auuufo - Ruk Management SpetlaRrt Policy No. 92 GTP595 1 CMP-4800.1 Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CMP-4800.1 ADDITIONAL INSURED —VENDORS This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: 92 GTP595 1 Named Insured: THOMPSON & THOMPSON REAL ESTATE VALUATION AND CONSULTING INC Name And Address Of Additional Insured Person Or Organization (Vendor): City of Santa Ana, its officers, agents, and employees 20 Civic Center Plaza Santa Ana, CA 92701 Your Products: Real Estate Consulting SECTION II — WHO IS AN INSURED of SECTION II — LIABILITY is amended to in- clude, as an additional insured, any person or organization (referred to below as vendor) shown in the Schedule, but only with respect to "bodily injury" or "property damage' caused by "your products' shown in the Schedule which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: a. The insurance afforded the vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liabil- ity for damages that the vendor would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitu- tion of parts under instructions from the manufacturer, and then repack- aged in the original container; (5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (6) Demonstration, installation, servicing or repair operations, except such op- erations performed at the vendor's O, Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CONTINUED wek,toMa�n RwexED & APPROV®BY: Risk Management Spedalist premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or re- labeled or used as a container, part or ingredient of any other thing or sub- stance by or for the vendor; or (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omis- sions or those of its employees or any- one else acting on its behalf. However, this exclusion does not apply to: CMP-4800.1 (a) The exceptions contained in Sub - Paragraphs (4) or (6); or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. CMP-4800.1 Page 2 of 2 b. This insurance does not apply to any in- sured person or organization from whom you have acquired such products, or any ingredient, part or container entering into, accompanying or containing such prod- ucts. 2. Any insurance provided to the additional in- sured shall only apply with respect to a claim made or a "suit' brought for damages for which you are provided coverage. 3. Primary Insurance. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that the additional insured is a named insured under such other insurance. There will be no refund of premium in the event this endorsement is cancelled. All other policy provisions apply. 1007039 148017 08-20-2014 O, Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission. RlekMvuge dDlWelnn .. o? n REVIEWED&APPROVEDSr. ' A-f I A14441 ®' Risk Management SpedXur LIA Administrators 8c Insurance Services 01 APPRAISAL AND VALUATION ASPEN PROFESSIONAL LIABILITY INSURANCE POLICY DECLARATIONS ASPEN AMERICAN INSURANCE COMPANY (A stock insurance company herein called the "Company") 175 Capitol Blvd. Suite 100 Rocky Hill, CT 06067 Date Issued Policy Number Previous Policy Number 12/07/2021 AA1009979-03 AAI009979-02 THIS IS A CLAIMS MADE AND REPORTED POLICY. COVERAGE IS LIMITED TO LIABILITY FOR ONLY THOSE CLAIMS THAT ARE FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD AND THEN REPORT- ED TO THE COMPANY IN WRITING NO LATER THAN SIXTY (60) DAYS AFTER EXPIRATION OR TERMINATION OF THIS POLICY, OR DURING THE EXTENDED REPORTING PERIOD, IF APPLICABLE, FOR A WRONGFUL ACT COMMITTED ON OR AFTER THE RETROACTIVE DATE AND BEFORE THE END OF THE POLICY PERIOD. PLEASE READ THE POLICY CAREFULLY. Item 1. Customer ID: 170455 Named Insured: THOMPSON & THOMPSON REAL ESTATE VALUATION AND CONSULTING, INC. Bradford Thompson/Scott I Tbompson 55 E. Huntington Drive, Suite 238 Arcadia, CA 91006 2. Policy Period: From: 01/09/2022 To: 01/09/2023 12,01 A.M. Standard Time at the address stated in I above. 3. Deductible: $10,000 Each Claim 4. Retroactive Date: 01/09/2020 5. Inception Date: 01/09/2020 6. Limits of Liability: A. $1,000,000 Each Claim B. $2,000,000 Aggregate 7. Mail all notices, including notice of Claim, to: LIA Administrators & Insurance Services 1600 Anacapa Street Santa Barbara, California 93101 (800)334-0652; Fax: (805) 962-0652 8. Annual Premium: $3,234.00 9. Forms attached at issue: LIA002 (12/14) LIA CA (11/14) LIA012 (12/14) LIA013 (10/14) LIA025A (11/14) LIA122 (10/14) LIA122 (10/14) #2 LIA131 (10/14) This Declarations Page, together with the completed and signed Policy Application including all attachments and exhibits thereto, and the Policy shall constitute the contract between the Named Insured and th any. 12/07/2021 By C%���IN Date Authorized Si.2� REviawm&APPRa/®BY: ® a ® Risk Management Specialist LIA-001 (12/14) Asps Appraisal and Valuation Professional Liability Insurance Policy ASPEN Named Insured: THOMPSON & THONIPSON REAL ESTATE Policy Number: AAI009979-03 VALUATION AND CONSULTING, INC. Effective Date: 01/09/2022 Bradford Thompson/Scott J Thompson Customer ID: 170455 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDIMONAL COVERED APPRAISERS ENDORSEMENT In consideration of the premium charged, it is agreed that Section IV. DEFINITIONS (1) "Insured" is amended to include: "Insured" means: The persons identified below, but only while acting on behalf of the Named Insured: Coverage Name Effective Date Bradford Thompson 01/09/2022 Scott J. Thompson 01/09/2022 Cole S. Thompson 01/09/2022 All other terms, conditions, and exclusions of this Policy remain unchanged. Aspen American Insurance Company Page 1 of 1 LIAO12 (12/14) Principal/Owner, Appraiser or Trainee Principa /Owner Principal/Owner Appraiser RlwEo & APPROVM Br o `... REVIEWED&APPROV®BY: ® Risk Management SpeciMist CERTIFICATE OF INSURANCE Producer: LIA ADMINISTRATORS & INSURANCE SERVICES P.O. Box 1319 Santa Barbara, CA 93102-1319 Issue Date: 12107/2021 This Certificate is issued as a matter of information only and confers no rights upon the Certificate Holder. This Certificate does not amend, extend or alter the coverage afforded by the policy below. Insured: 170455 COMPANY AFFORDING COVERAGE THOMPSON & THOMPSON REAL ESTATE VALUATION AND CONSULTING, INC. Aspen American Insurance Company Bradford Thompson/Scott J Thompson 55 E Huntington Drive Suite 238 V Arcadia, CA 91006 Fax Number: 626-317-5168 Authorized Representative This is to certify that the policy of insurance listed below has been issued to the Insured named above for the policy period indicated. Notwithstanding any requirement, tear of condition of any contract or other document with respect to which this Certificate may be issued or may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions and conditions of such policy. Limits shown may have been reduced by paid claims. DISCLADVIER: This certificate of insurance does not affirmatively or negatively amend, extend, or alter the coverage afforded by the insurance policy. TYPE OF INSURANCE POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE LIMITS Professional Liability AA1009979-03 01/09/2022 01/09/2023 Each Claim $ 1,000,000 General Aggregate S 2,000,000 Description of Operations/Locations/Special Items: REAL ESTATE APPRAISERS PROFESSIONAL LIABILITY INSURANCE Certificate Holder: Cancellation: THOMPSON & THOMPSON REAL ESTATE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES VALUATION AND CONSULTING, INC. BE CANCELLED BEFORE THE EXPIRATION DATE Bradford Thompson/Scott J Thompson THEREOF, NOTICE WILL BE DELIVERED IN 55 E Huntington Drive Suite 238 ACCORDANCE WITH THE POLICY PROVISIONS. Arcadia, CA 91006 LIA0001 (11/97) Insured Copy __ a+"%.`e IIryc% RiakManagemmtDhdelnn RENEWED&APPROV®BY: Al fi Auwdo Risk Management Specialist Appraisal and Valuation Professional Liability Insurance Policy Named Insured: THONTSON & THOWSON REAL ESTATE VALUATION AND CONSULTING, INC. Bradford Thompson/Scott J Thompson ASPEN Policy Number: AA1009979-03 Effective Date: 01/09/2022 Customer ID: 170455 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL APPRAISAL ENDORSEMENT In consideration of the premium charged, it is agreed that the Insureds identified below have been approved by the Company to perform Professional Services involving Commercial Property. Insured Bradford Thompson Scott J. Thompson Effective Date of Approval 01/09/2022 01/09/2022 Exclusion (N) remains unchanged and effective, however, unless the Insured identified is approved for Professional Services involving undeveloped or vacant land whose proposed use is for multiple unit single-family housing developments, condominium developments, co-operative housing developments or apartment developments consisting of 10 units or more. All other terms, conditions, and exclusions of this Policy remain unchanged. RiskMnugnnmtl)is4ian Aspen American Insurance Company Page 1 of 1 0� � RenEwEn&nRRRwwt�av: LIAO13 (10/14) A*f i ilcevule �'. OF Risk Management specialist CERTIFICATE OF INSURANCE Producer: Issue Date: 12/07/2021 This Certificate is issued as a matter of information only and LIA ADMIMSTRATORS & INSURANCE SERVICES confers no rights upon the Certificate Holder. This Certificate P.O. Box 1319 does not amend, extend or alter the coverage afforded by the Santa Barbara, CA 93102-1319 policy below. Insured: 170455 COMPANY AFFORDING COVERAGE THOMPSON & THOMPSON REAL ESTATE VALUATION AND CONSULTING, INC. Aspen American Insurance Company Bradford Thompson/Scott J Thompson E Huntington Drive Suite 238 Arcadia, CA 91006 A Fax Number: 626-317-5168 Authorized Representative This is to certify that the policy of insurance listed below has been issued to the Insured named above for the policy period indicated. Notwithstanding any requirement, tern of condition of any contract or other document with respect to which this Certificate may be issued or may pertain, the insurance afforded by the policy described herein is subject to all the terns, exclusions and conditions of such policy. Limits shown may have been reduced by paid claims. DISCLAIMER: This certificate of insurance does not affirmatively or negatively amend, extend, or alter the coverage afforded by the insurance policy. TYPE OF INSURANCE POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE LIMITS Professional Liability AAI009979-03 01/09/2022 01/09/2023 Each Claim $ 1,000,000 General Aggregate $ 2,000,000 Description of Operations/Locations/Special Items: REAL ESTATE APPRAISERS PROFESSIONAL LIABILITY INSURANCE Certificate Holder: Cancellation: THOMPSON & THOMPSON REAL ESTATE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES VALUATION AND CONSULTING, INC. BE CANCELLED BEFORE THE EXPIRATION DATE Bradford Thompson/Scott J Thompson THEREOF, NOTICE WILL BE DELIVERED IN 55 E Huntington Drive Suite 238 ACCORDANCE WITH THE POLICY PROVISIONS. Arcadia, CA 91006 LIA0001 (11/97) Insured Copy g y.v^•*c', RLkMwugenwM DMfilan REvIE & APPROVE) BY. I A+� AuveAo " Risk Management Speaalist CG PolicyNo. 92 GTP595 8787—FA2F CMP-4787 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY CMP4787 WAIVER OF TRANSFER OF RIGHTS OR RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: 92 GTP595 Named Insured: THOMPSON & THOMPSON REAL ESTATE VALUATION AND CONSULTING INC 55 E HUNTINGTON DR STE 238 ARCADIA CA 91006-3201 Name And Address Of Person Or Organization: CITY OF SANTA ANA, ITS OFFICERS,AGENTS,AND EMPLOYEES 20 CIVIC CENTER PLAZA SANTA ANA CA 92701 The following is added to Paragraph 10.b. of SECTION I AND SECTION II — COMMON POLICY CONDITIONS: We waive any right of recovery we may have against the person or organization shown in the Schedule because of payments we make for injury or damage arising out of: a. Your ongoing operations; or b. "Your work" done under contract with that person or organization and included in the "products - completed operations hazard". This waiver applies only to the person or organization shown in the Schedule. All other policy provisions apply. CMP-4787 ©, Copyright, State Farm Mutual Automobile Insurance Company, 2008 1006225 137715.1 11-19-2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 7771 RiskDtvielan REVIEWED & APPROVEDBY: �. Risk Management Specialist