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ELS ARCHITECTURE AND URBAN DESIGN
INSURANCE ON FILE WORK MAY PROCEED UNTILIN RANCEEXPIRES CITY CLERK DATE: A-2023-150 b: �,� CONSULTANT AGREEMENT BETWEEN ELS ARCHITECTURE AND URBAN DESIGN, AND THE CITY OF SANTA ANA FOR LANDSCAPE ARCHITECTURAL (< Verric.p* SERVICES FOR MEMORIAL PARK AND AQUATICS FACILITY RENOVATION M N C7 THIS AGREEMENT is made and entered into this 15th day of August, 2023 by and r0 between ELS Architecture and Urban Design ("Consultam"), and the City of Santa Ana, a CD charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On April 27, 2023, the City issued Request for Proposal ("RFP") No. 23-061, by which it sought a qualified consultant to perform master planning, preparation of contract documents, and construction support for the new Memorial Park and Aquatics Facility Renovation B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 23-061. C. hi 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 contracting 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 all those services which were described in the scope of work included within RFP No. 23-061, attached hereto and incorporated herein by this reference as Exhibit A, and as further described in Consultant's Proposal, attached hereto and incorporated herein by this reference as Exhibit B. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Consultant's Fee Proposal, attached hereto and incorporated herein by this reference as Exhibit C. The total sum to be expended under the term of this Agreement, including any extension periods, shall not exceed $1,779,170.00. This sum is comprised of (1) the base amount of $1,547,104.00; and (2) a contingency in the amount of $232,066.00 for additional services at the City's sole discretion. Page 1 of 10 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 and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on August 15, 2023 and terminate on August 14, 2026, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for two (2), one-year extensions subject to non -substantive changes in writing approved and executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor 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. 6. 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"). Page 2 of 10 Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant 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. 7. INSURANCE Consultant shall procure and maintain for the duration of the Agreement 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 Consultant, its agents, representatives, employees or subcontractors. Insurance coverage shall be at least as broad as: Commercial General Liability (CGL): Insurance 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 $2,000,000.00 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with limit no less than $5,000,000.00 per accident for bodily injury and property damage. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000.00 per accident for bodily injury or disease. Professional Liability: with limits no less than $2,000,000.00 per occurrence or claim, and $2,000,000.00 policy aggregate. If the Consultant 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 the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 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 Page 3 of 10 by or on behalf of the Consultant 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 Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Primary Coverage For any claims related to this Agreement, the Consultant's insurance coverage shall be primary 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 Consultant'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 Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant 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 Consultant 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 (applicable only to professional liability) If any of the required policies provide claims -made coverage: The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 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 Page 4 of 10 purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. Verification of Coverage Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the COL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant'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. S. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, 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 negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their 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 Consultant'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 of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, Page 5 of 10 for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. 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. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. 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. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. 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: Page 6 of 10 To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 To Consultant: ELS Architecture and Urban Design 950 S. Grand Ave. Suite 400 Los Angeles, CA 90015 Attn: Clarence D. Mamuyac Jr., Principal 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. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, 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 Consultant. 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 are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, 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 the City's prior written consent shall be considered null and void. Nothing in this Agreement Page 7 of 10 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 consultants retained by City. 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. 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 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. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities 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. 19. 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. Page 8 of 10 20. 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. 21. FUNDING -RELATED PROVISIONS Funds from the Coronavirus State Fiscal Recovery Fund and/or the Coronavirus Local Fiscal Recovery Fund, together known as the Coronavirus State and Local Fiscal Recovery Funds ("CSLFRF") program, will be used to fund all or a portion of this Agreement. As applicable, Consultant shall comply with all federal requirements including, but not limited to, the following, all of which are expressly incorporated herein by reference: a. Sections 602 and 603 of the Social Security Act as added by Section 9901 of the American Rescue Plan Act of 2021 (the "Act"); b. U.S. Department of the Treasury ("Treasury") Final Rule for the Act, available at https://www.govinfo. gov/content/pkg/FR-2022-01-27/pdf/2022-00292.pdf, C. Treasury Compliance and Reporting Guidance for the Act, available at https://home.treasury.gov/system/files/13 6/SLFRF-Compliance-and-Reporting-Guidance.pdf, d. 2 C.F.R. Part 200 — Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, other than such provisions as the U.S. Department of the Treasury may determine are inapplicable to the CSLFRF program and subject to such exceptions as may be otherwise provided by the U.S. Department of the Treasury; C. Treasury Coronavirus Local Fiscal Recovery Fund Award Terms and Conditions; and f. Federal contract provisions attached hereto as Exhibit D and incorporated herein by this reference. Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in this Agreement. With respect to any conflict between such federal requirements and the terms of this Agreement and/or the provisions of state law and except as otherwise required under federal law or regulation, the more stringent requirement shall control. 22. 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 9 of 10 this Agreement, and shall indemnify City hilly, 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. 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 fuse above written. ATTEST: APPROVED AS TO FORM SONIA R CARVALHO City Attorney By JONATHAN T. MARfINFZ Assistant City Attorney RECOAI TENDED FOR APPROVAL L I k a , NABIJ, SABA, P.E. Executive Director Public Works Agency CITY OF SANTA +iNA KRISTINE RIDGE City Manager XIN&IIJ N ta<IV I CLkRENCE D.1 AM AC JR. Project Manager/ Principal in Charge ELS Architecture and Urban Design Page 10 of 10 EXHIBIT A SCOPE OF SERVICES Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ARCHITECTURAL DESIGN SERVICES FOR A PARK MASTER PLAN & NEW AQUATICS FACILITY At MEMORIAL PARK RFP NO.23-061 INTRODUCTION/BACKGROUND Memorial Park, dedicated in May 1950, is a 16.3-acre city park located in the central -south area of the City of Santa Ana, surrounded by residential properties. It is bordered by Santa Ana Memorial Park Drive to the west, Flower Street to the east, West Saint Gertrude Place to the north and West Anahurst Place to the south It falls within the Santa Ana Memorial Park Neighborhood Association limits, but being classified as a city park, it serves the entirety of the city of Santa Ana. The park was dedicated by former Governor Earl Warren as a living memorial for future generations to honor "the heroic lives who carried the battle for democracy". The park is currently comprised of four ballfields, concession/restroon building, basketball courts, volleyball court, handball court, fitness equipment area, playground area, band shell and lawn areas, walkway, lighting, and the city's largest municipal swimming pool. The park is an island configuration surrounded by parking. Planning for Memorial Park began in 1947; development began shortly thereafter and the new facilities were added to the park system in 1950. The community center and pool are both of the original 1956 installation and are a traditional "bath house" type design. Existing facilities are very old and deteriorated; deferred maintenance is now deferred capital, Facilities must be rebuilt, as routine maintenance and renovations are no longer effective. The swimming pool shell and walls of the pool equipment room have cracked. In addition to the buildings age and poor condition, the floor plan layout does not meet today's programming needs. Much of the site hardscape is cracked and there are numerous drainage issues. Amenities that have been added over the years did not follow a master plan, and their layouts do not efficiently utilize the site. This project will examine the entire east half of Memorial Park, from the east ballfield fence line to Flower Street, including all components within this range, and provide a strategic method of redevelopment. This shall include complete demolition and rebuilding the aquatics facility (bath house, pool, pool equipment building). Refer to Exhibit 1 for aerial depiction. City of Santa Ana RFP 23-061 Page Al -1 PROJECT SCOPE Or WORK Project scope of work will be comprised of two phases: Part 1, Site Master Plan, will involve development of a site specific master plan of the east end of the park, then Part II Contract Documents which will prepare plans and specifications that can be publically advertised for bids for construction. Consultant shall consider existing components of the park, but also reflect input collected during the community engagement process, which will be part of Phase I. Pool Facility components shall include at minimum: • New Aquatics Building, to include: o Front desk area o Multi -Purpose room o Training Room o Locker Rooms, Showers, Restrooms. Include Family locker room. o Staff Offices o Life Guard Office o Break room o Pool Equipment Room (Mechanical) o Pool Storage Room • Swimming Pool o New 25' x 50' meter pool, with T-0" depth o Tall portable guard chairs o Area for Bleacher seating Site Components may include, but is not limited to: a Splash Park area (approximately 1,000sf) o Sports courts (basketball, volleyball, hand ball, pickle ball) o Fitness equipment area o Band shell and lawn area o Picnic o Open Space o Walkways, lighting o Park signage o Site Furnishings (benches, picnic tables, trash receptacles, dog waste stations) o Historical Marker or dedicated area as "living memorial" to incorporate intention and dedication by former Governor Earl Warren. o Storm Water Mitigation o Water Wise Landscaping and automated irrigation Consultant shall also consider circulation, security, visibility, emergency action procedures, lighting, ease of equipment servicing and delivery, maintenance when laying out functions, Consultant shall also looks to Memorial Park's history to draw cues and inspiration for the park's redevelopment. Schedule: This project is on an accelerated timeline. Consultant shall be prepared to have Contract Documents for Phase I (Aquatics Facility)pleted and ready for Public Bid Advertisement by pril 2024. City of Santa Ana RFP 23-061 Page Al-2 PART I: CONCEPT PLANNING: The Consultant's responsibilities shall consist of the fallowing project tasks. Task 1: Preliminary Concept Planning Preliminary concept planning shall include Kick-off meeting with City Staff to discuss scope of work, project goals and objectives, potential elements and issues and schedule. Preliminary Concept planning will include up to three (3) meetings with City Staff (facilitated by consultant) to obtain input to finalize layout concept plan as part of Phase 2. Consultant shall assist in attaining commnunity feedback, which may include up to two (2) community meetings, ➢ Cormraunity outreach to obtain input from residents, including two (2) community meetings. ➢ Deliverables: o Up to three (3) bubble diagram layouts (pdf format) o Rough Order of Magnitude (ROM) cost estimates Task 2: Final Concept Plan Final Concept Design will take input from staff and community meetings from Phase 1 and develop diagrams further to develop concept plans, including a final concept plan for review and approval. This phase will include up to three (3) meetings with City Staff (facilitated by consultant) to finalize concept plan and one (1) commmmity meeting to present final concept. Consultant shall provide opinion of probable construction cost that reflects finalized concept plans. ➢ Community Meeting: consultant shall attend one additional meeting to present final concept ➢ Deliverables: o Up to three (3) rendered concept plans (pdf format) for continued discussion o Final Concept Plan (pdf format) o Finalized "Opinion of Probable Cost" (pdf format). Fee Proposal; In addition to Section IV:13.3 (Submittal Requirements: Fee Proposal) fee schedule shall be itemized per subtask but structured to correspond to the above mentioned tasks as follows: Task 1: Concept Studies - Up to Three (3) Architectural rendering 2D Color (concept site plan) Task 2: Finalize Concept - Up to Three (3) Architectural rendering 2D Color (concept site plan) - Architectural rendering 3D — Color (site plan, isometric) - Architectural rendering 3D — Color (pedestrian view) - 3D Animation of project area Total Fee: Fee schedule for each task shall be broken up into subtasks and shall include an hourly breakdown that corresponds to the task total. City of Santa Ana RFP 23-061 Page Al-3 PART II: CONTRACT DOCUMENTS: The Consultant's responsibilities shall consist of'the following: A. PROJECT COORDINATION. The Consultant shall be fully responsible for the overall management and coordination for the project, which may include, but is not limited to project development team meetings, liaison with affected agencies, and utility companies. Prepare progress report and schedule, securing permits for all field studies and any other required permits from other agencies. B. RECORDS RESEARCH. Research all information pertinent to the project including, but not limited to existing field condition, as -built plans and record drawings, right-of-way data and all future improvement plans adjacent to or affecting the project site. The selected Consultant shall identify all existing and proposed facilities within the projects limits and potential conflicts. C. SURVEY (if necessary). Consultant shall identify in the proposal if the survey would be needed and the detail of the features to be surveyed. All survey and base mapping of the project site shall be prepared in US Customary English units by a California licensed Land Surveyor in accordance with the City guidelines and in Microstation V8i Computer Aided design and Drafting (CADD) format. The horizontal datum shall be NAD 83 and the vertical datum shall be NAVD 88. D. PERMIT(s). The Consultant shall be responsible for identifying and applying for any necessary permits. All permit requirements shall be include in the bid package for the project, as applicable. E. PHASING: Consultant shall be prepared to present a phasing plan that will lead to the full development of the approved Master Plan, and prepare the contract document (PS&E) package accordingly. At minimum, Phase I shall include the Aquatics Facility (Aquatics Center, Pool, Pool Mechanical System and Equipment, Pool Deck) and associated site work with parking and ADA Path of Travel. A Construction Contract for Phase I work needs to be secured by December 2024; Contract Documents need to be completed accordingly to meet this schedule. F. PROJECT DELIVERY: City of Santa Ana is considering, but not committed to, utilizing a Construction Manager at Risk (CMAR) delivery method. If city chooses to move forward, CMAR will be retained by City to be part of the project team immediately following completion of Task 1 (30% documents). Consultant shall be prepared to receive and incorporate input by CMAR during Tasks 2 and 3 (60%, 90%, 100% documents). It is desirable that Consultant has knowledge and experience with this project delivery method. G. PLANS, SPECIFICATIONS, AND ESTIMATES (PS&E) : Tasks 1-3 1. Development of Plans, Specifications and Estimate (PS&E): City of Santa Ana RFP 23-061 Page Al-4 a) All reports, plans, specifications and quantity calculations shall conform to criteria, policies, procedures and standards of the City. The Consultant shall use the boilerplate for cut sheets, specifications and estimates provided by the City. b) The plan development shall include four (4) milestone deliverables-30% (Concept Design), 60% (Design Development), 90% (Contract Documents: pre -final) and 100% (Contract Documents: final). The necessary plans for the PS&E package shall include, but is not limited to: ■ Title Sheet ■ Civil Engineering (for current and future park expansion) • Site Survey • Horizontal and Vertical Control Plan • Grading and On -Site Drainage Plan • Site Utility Plan • Architectural and Structural Engineering • Site plan showing Path of Travel (ADA) • Building Foundation, Floor & Framing Plans • Roof Framing Plan • Reflected Ceiling Plan • Interior & Exterior Elevations • Building Sections • Mechanical (HVAC) and Phrtnbing Plans/T-24 • Electrical Plans (building and site), including photometrics • Structural Engineering & Calculations • Architectural and Structural Details • Door/Window/Finish Schedules ■ Pool Construction • Site Layout/Construction Plans and Details • Pool Equipment and Infi ast ucture • Equipment rooms/building • Mechanical (HVAC) and Plumbing Plans/T-24 • Pool Lighting: deck and underwater Landscape Architectural • Site Layout/Construction Plans and Details • Planting Plans/Details/Notes, as applicable Irrigation Plans/Details/Calculations/Notes, as applicable c) All calculations for the design and quantities shall be submitted as part of the PS&E submittal requirements. Quantities for all contract pay items shall be substantiated by calculations. Quantity calculations shall be neat and orderly and shall show all sketches, diagrams, and dimensions necessary to allow them to be independently used by field inspectors during construction. All quantity calculations shall be independently checked and substantiated with independent calculations. City of Santa Ana RFP 23-061 Page Al-5 d) Electronic files for all CADD (in Microstation V8i), reports, and calculations shall be submitted at the end of the contract or when requested by the City. e) All electronic software developed, databases generated, spreadsheets and intellectual properties developed during the life of the Agreement shall become the properties of the City. 2. Deliverable PS&E package: a) Task 1: 30% PS&E (Preliminary Design/Concept Planning) This preliminary design phase shall include Kick-off meeting with City Staff to discuss project background, building program, project goals and objectives, potential elements and issues, schedule, review of existing information, and conduction of a site investigation. The concept design process shall include gathering community input, via neighborhood meetings. Consultant should provide allowance for up to (3) commmmity meetings and (3) concept plans. b) Tasks 2 & 3: 60% (Design Development), 90% & 100% PS&E (Contract Documents) i. Plan Package shall include, but is not limited to: ii. Design Development (60%); Task 2: Design development phase will involve development of plans based upon the approved conceptual design plan. Deliverables from this phase include, but are not limited to, site planning, architectural, civil engineering, HVAC and electrical engineering. This phase shall also include draft outline specification and `opinion of estimated cost'. iii. Contract Documents (90% and 100%); Task 3: Construction Documents phase (CDs) shall include preparation of plans and specifications for Contract Documents, based upon the approved drawings from the Design Development phase, and a finalized "Opinion of Probable Cost". iv. The Consultant shall submit the following documents for review and approval: Plans, Standard Special Provisions (SSP), preliminary quantities and estimates, pay item list, design calculations and all reports supporting the design (i.e. irrigation calculations). V. Constructability review meeting shall take place at 90% and shall include Consultant and City engineering staff. A. Codes and Permitting: Aquatics facility design shall comply with the 2023 US Department of Health and Human Services Model Aquatic Heath Code. Construction drawings shall be in accordance with the latest adopted City of Santa Ana RFP 23-061 Page Al-6 California Building Code and the Americans with Disabilities Act (ADA) and will require review/approval by the City Planning and Building Agency. As a condition of plan check approval, plans, specifications and structural calculations must be signed by a California licensed architect, civil and structural engineer as appropriate. Consultant will submit to Planning & Building Agency (Building Department) for review, and respond to all comments to satisfy and finalize review and ensure issuance of building pennit(s). Project will also require review, approval and permitting by the Orange County Health Department. vii. Final PS&E for approval and bidding: the Consultant shall submit one electronic set (PDF) of the following documents for construction bidding purposes: • Signed final design plans • Signed final specifications • Filial cost estimate/final quantity calculations (including details of all lump sum items). This shall align with Bid Proposal items. • Final design calculations c. Task 5: Construction Support Phase: i. This task shall be included as optional in the fee proposal. ii. Consultant shall furnish, at the consultant's sole cost and expense, all necessary revised documents and drawings due to errors and omissions of the Consultant. iii. Consultant shall review and approve all submittals and shop plan drawings required to support the construction contract. Consultant shall complete shop drawings reviews within two (2) weeks of receipt. Contract Change Order reviews shall be completed within two (2) working days of receipt. iv. Consultant shall be available as requested by the City to resolve discrepancies in the contract documents. Consultant shall bring to the attention of the City any defects or deficiencies in the work by the construction contractor which the Consultant may observe. Consultant shall have no authority to issue instruction on behalf of the City, or to deputize another to do so. v. The Consultant shall prepare and deliver to the City the final as -built plans incorporating field marked prints supplied by the City, Upon completion of construction, the City will submit field -marked prints to Consultant. Consultant shall incorporate all changes to the plans electronically with all necessary revision notations and submit to the City. City of Santa Ana RFP 23-061 Page Al-7 GENERAL REQUIREMENTS The Consultant has total responsibility for the accuracy and completeness of the plans and related designs, specifications and estimates prepared and shall check all such materials accordingly. The plans will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the city do NOT include detailed review or checking of design or the accuracy with which such designs are depicted on the plans, The responsibility for accuracy and completeness of such items remains solely that of Consultant. 2. Consultant or its sub -consultants shall not incorporate in the design any materials or equipment of single or sole source origin without written approval of the City. 3. The plans, specifications, estimates, calculations, and other documents furnished under the Agreement shall be of a quality acceptable to the City. The criteria for acceptance shall be a product of neat appearance, well organized, technically and grammatically correct, checked, dated, and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that of similar types produced by the City Boiler Plate. The Consultant shall modify its work as necessary to meet the level of acceptability defined by the criteria above. 4. The Consultant shall have a quality control plan in effect during the entire time work is being performed under the Agreement and shall be responsible for the quality and cross coordination of building components. The Consultant shall not rely of City staff for quality control. The Quality control plan shall establish a process whereby plans are independently checked, corrected and back checked, and all job related correspondence and memoranda dated and received by affected persons and then bound in appropriate job files. Plan check shall also be provided by the City of Santa Ana's Public Works Agency (PWA) and the Parks, Recreation & Community Services Agency (PRCSA). 5. Manuals/Standards (City of Santa Ana) Where applicable, engineering design of all PROJECT improvements shall be compatible and in accordance with the following: (1) City of Santa Ana Standard Plans (2) Standard Special Provisions for Public Works Construction It will be the responsibility of the Consultant to verify that it has received the latest version or update of these documents. 6, Improvement plans shall adhere to City of Santa Ana Standard Plans and the Standard Special Provisions for Public Works Construction. Plans shall be computer drafted in Microstation V8i format and shall adhere to the current City of Santa Ana Public Works Agency Interagency CAD standards. 7. The Consultant's work will be subject to inspections by representatives of the City. City of Santa Ana RFP 23-061 Page Al-8 8. Project progress • Meetings - Progress Review Meetings shall be held as deemed appropriate by the City. Progress Reporting - Progress Reports shall be submitted at monthly intervals, indicating progress achieved during the reporting period in relation to the progress scheduled. Project Schedule - The Consultant shall prepare the project schedule in Microsoft Project format. The project schedule should break the tasks and subtasks. Any major change to the project schedule must be approved by the City. CITY RESPONSIBILITIES The City will be responsible for the following items: • Furnishing electronic design file with City title block and title sheet (24" x 36"). • Providing CADD file of base map shown on Attachment 4. • Providing standard City boilerplate specification. • Assisting with processing plans to obtain governmental agency approvals having jurisdiction over the project. • Acting as a liaison with the appropriate decision malting bodies, as necessary. • Providing standard invoice template. • Providing with a city standards, which detail manufacture and models of equipment used by the CSA Park Services Division. PAYMENT AND INVOICING Selected Consultant shall invoice the City based on time and material according to the City's standard invoice template and electronic submittal requirements. Tasks and hours shall be clearly identified and all rates must match those included in the approved agreement. City shall retain ten percent (10%) of the invoice amount from each payment until the completed Project has been accepted by the City. COMPLIANCE WIT$ REQUIREMENTS OF FUNDING AGENCY: This agreement will be utilizing Federal American Rescue Plan Act (ARPA) funds. Proposer shall comply with all requirements as they pertain to the use of these fluids, as outlined in the Professional Services Agreement included in the Appendix of this RFP. 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'++ w `v '+° N m> m' a 04 m3EEz0tE a m °u m C PL t; $ kA a, -M ff Am 11 wo I SEE All I ME memo ME ININIMMEMESOMM EME MMM:M moo M sm MEN no 17 m U) 0 0 Q 6 1'4%0 cz 3 U) H I z S w o a H N G D N O W O i4 N Q 7 GG � KC7k Qµ�j N6 cw O a% m OEZO`V V� w o V LL v v x Q z x Z M a uaiax 0 "QOw6a2� \ E / 2 \ E \ \ \ # 0 \ \ ® \ OLO e 0 _ \ / / \ _ / t a § � G � '• o = o # > \ \ / \ \ 0 \ \ 4.1 0 E \ \ \ d \ a 0 \ 2 : ( \ \ \ \ 7 swam :A1 I W Will, t. f 4 4A a (n 1 m T U C , � M a W 0 ai 'r , -dome Im 0 u e w ui uP a VW ,w.,. 4 1• E O U -6 O N Q Q=iCN t y N O G � CO Q bD U Ln Lo O co c ° � U o z m U � O co — 41 � O co N U J ° U o QN ° ° n o — 41 U +1 L v— N co L N a ° N Y i -OCo i y a C s U E Q W O a. + qA '— � + 1 L O E E O Q o o a Z O N N L Q N O E N E _ co U c E I O L C C 0 0 j a �o 'en M�� �`mu i a'd Z3� 0 �iE aoA P' �i0 �✓�id OQ T -^ U w¢v boy m�m O Mob ca �n ¢U WAv 2�� Q vjQ OOn 3 a EXHIBIT C CONSULTANT'S FEE PROPOSAL (including hourly rates if applicable) els + architecture+ urban design July 17, 2023 City of Santa Ana Public Works Agency; M-22 20 Civic Center Plaza, Ross Annex Santa Ana, CA 92701 Attention: Suzi Furjanic Subject: Response to Request for Proposal (RFP) REVISED Proposal for Professional Design Fees Architectural Design Services for Park Master Plan & New Aquatics Facility at Memorial Park RFP No.: 23-061 Dear Ms. Furjanic, ELS Architecture and Urban Design, as the prime consultant for the association of els+swa, is pleased to submit our proposed revised fees to provide professional services for Architectural Design Services for the Park Master Plan & New Aquatics Facility at Memorial Park. This proposal includes our assumptions; our fees broken down by phases, our description of reimbursable expenses; our list of potential additional services; our list of exclusions/provisions; and requests made during our conversation with you and Mr. Mike Ortiz last Friday morning. ASSUMPTIONS We understand to date that the City of Santa Ana has identified, per your email last Friday, a $12M overall construction budget for the initial phase of the master plan implementation, the aquatic center. In determining a revised fee for PART 1, Concept Planning, we have based our fees upon the Master Plan Concept that was presented during our interview and attached herewith at Exhibit A. It is our understanding that the city is excited by the vision that we presented, and in general, the city looks forward to advancing this concept as the final Master Plan, with the following considerations: Potential options for a two -pool facility, thus allowing for an initial construction phase to include one of two pools, with a smaller building. In a future phase, a second pool could be added, as well as the expansion of the building to accommodate the extra building space required by the second pool. This is an important option to consider meeting the $12MM construction budget, while maintaining the vision of the els/swa master plan vision presented during our interview. As I shared, a phased, two -pool master plan could also provide for a richer and more diverse community aquatics center, offering a broader range of aquatics participation over a single 50m pool, which exists today. I'm attaching plans of our aquatic centers for the City of Piedmont and the City of Mountain View to give you and your colleagues a sense of what a two -pool center offers. 2. We will also carry the original single 50m pool concept, as presented during our interview. We will provide conceptual cost estimate of both the single 50m pool concept, and a first elsarch.com BERKELEY 1510.549.2929 LOS ANGELES 1213.348.1155 SACRAMENTO 1916.301.4411 2040 Addison Street 950 S. Grand Avenue, Suite 400 800 Howe Avenue, Suite 330 Berkeley, CA 94704 Los Angeles. CA 90015 Sacramento. CA 95825 els+ architecture+ urban design phase of the two -pool center concept — this will give you and the city a clear sense of construction costs for both ideas, which we understand as critical information necessary for you to provide us with a final direction on how to move forward on PART II. 3. We understand that a splash pad component is desirable, too, and we will maintain the splash pad in the single 50m pool concept master plan as presented during our interview. Additionally, we will include a splash pad in the Two -Pool Master Plan Concept. For the two -pool concept, the splash pad will also remain as part of the programming, and consideration will be given to possibly including the splash pad within the PART II scope, all depending upon budget and discussion with the city. 4. As directed, we will eliminate the CEQA effort and assistance from our scope, as we understand the city will execute that effort internally. 5. We understand the Community Engagement scope will be brief and include our participation in a single event at the "Last Swim at Memorial Pool", an event that will precede the decommissioning of the pool. ELS+SWA will be in attendance with a combination of graphic displays, surveys, and other materials to aid in collecting and soliciting community feedback on the future Memorial Park Aquatic Center. For PART II — Contract Documents for the Aquatic Center, we have developed a rough order of magnitude (ROM) construction cost to assist us in determining professional fees. Generally, comprehensive architecture and engineering service fees for a new aquatic center range within 11 % to 13% of the construction costs. Based upon our Friday conversation, we are basing our professional design fees on a $12MM Construction Budget. Should the budget be increased with a commensurate increase in scope and program, our fees will also need to be adjusted. Our fees include the following: Pool Concept Master Plan Options — Option 1 - Single 50m Pool Concept: This concept was presented during our interview and aligns with the original RFP direction. However, it may be difficult to achieve a 50M pool, plus required support building within a $12MM construction budget. o Option 2 - Two Pool Concept: Two pools will replace the single 50m pool shown in our interview master plan concept with a new 25-meter Pool x 25- yard pool and an approximately new 3,500sf fun -water pool, and standard pool equipment for each. However, only one of these pools and a commensurately sized building shall be included in Part II, Contract Documents. We believe a smaller building and smaller pool will give us an opportunity to deliver a Phase I construction plan within the $12MM construction budget. In addition, the following scope is included in our fees: • demolition of existing Memorial Pool Facility; • site preparation for new aquatic center (area assumed to be less than an acre) — limits defined by a line completely surrounding the proposed aquatic center (building and elsarch.com BERKELEY 1510.549.2929 LDS ANGELES 1213.348.1155 SACRAMENTO 1916.301.4411 2040 Addison Street 950 S. Grand Avenue. Suite 400 800 Howe Avenue, Suite 330 Berkeley, CA 94704 Los Angeles, CA 90015 Sacramento, CA 95825 els+ architecture+ urban design pool), 5 feet beyond the pool fence enclosure and building — parking area is excluded from PART II; • new pool building of approximately 7,000 sf. - the building will include the essential programming components (locker rooms, restrooms, showers, administration/lifeguard area and weather-exposed/visually screened pool equipment) for size(s) of pool(s) described above. Still to be determined, are the inclusion of a community meeting/party room space, and restrooms for access via the park; • new concrete pool decking; • new landscaping within the aquatic center boundary described above; • still to be determined is the extent of how much of the trellis feature from the interview concept master plan can be built in the first phase of $12MM; and • escalation at 6% per annum to the mid -point of construction — January 2025. (The $12MM does not include expenses known in the industry as "Soft Costs") Of course, our cost estimate efforts thus far are very preliminary, and are subject to change as more information becomes available. Meanwhile, scoping the construction value for other park improvements, beyond the new Memorial Aquatics Center, is difficult until more information is gathered during the PART I effort. Therefore, our professional design fees for the PART II effort are based upon the construction value of $12MM for the new aquatics center. DESIGN SCHEDULE Per the schedule we have included in our original response to the Request of Proposals and as modified herein. Specifically, the schedule has been shortened by the general acceptance of the Concept Master Plan and Aquatic Center Design that was presented during our interview, as well as an abbreviated Community Engagement Process that will be addressed in a single event on August 12, 2023 — The Final Swim at Memorial Pool. A revised schedule will be provided by Monday, July 24, 2023 acknowledging these changes. PROJECT SCOPE Per our response to this Request for Proposals and as qualified herein. PROFESSIONAL DESIGN FEES We are proposing Basic Services as the following Lump Sum Fee amounts, by part and task, to be invoiced monthly, on a percentage complete basis. Our lump sum amounts are based upon attached hourly rates and anticipated work is as follows: Part 1— 30% - Concept Planning Preliminary Planning and Final Concept Design $ 336,600 $ 336,600 Part II — Contract Documents 60% - Design Development 90% - Construction Documents — Pre -Final 360,000 432,000 elsarch.com BERKELEY 1510.549.2929 LOS ANGELES 1213.348.1155 SACRAMENTO 1916.301.4411 2040 Addison Street 950 S. Grand Avenue. Suite 400 800 Howe Avenue, Suite 330 Berkeley, CA 94704 Los Angeles, CA 90015 Sacramento, CA 95825 els 100% - Construction Documents —Final (Includes Bid Support per Addendum #2) Total Part I + Part II Optional Construction Support Reimbursable Expenses architecture+ urban design $ 71,000 $1,199,600 $ 288,000 $ 59,504 REIMBURSABLE EXPENSES Reimbursable expenses shall be billed at cost times 1.1 and shall include actual expenditures made in the interest of the project, in the following categories: 1. Outside consultants beyond those listed in our original proposal; 2. Expense of transportation and living expenses in connection with out-of-town travel, as authorized by the Client; 3. Reproduction and photography; 4. Postage, shipping, and delivery; 5. Fees paid for securing approval of authorities having jurisdiction over the project; and 6. Professional renderings and models as requested by the Client. We typically advise our clients to anticipate a budget for reimbursable expenses that is approximately 4% of our overall professional design fees. This budget is not within the PART I, PART II or Optional Construction Support Services Lump Fee amounts. We understand that if the reimbursables budget needs increasing, upon mutual agreement by the City and ELS, the increase will occur via an Additional Services Request. POTENTIAL ADDITIONAL SERVICES 1. Project scope in addition to that described in the RFP. 2. Work and scope to be performed by any consultants not included in this RFP response. 3. Expedited Schedule, including fast -tracked, multiple early bid and construction packages. 4. Negotiating entitlement agreements, variances with city agencies, and design review approval submittals and presentations are to be provided as an additional service. 5. Life -Cycle Cost Analysis to determine economic viability of an all -electric aquatic center approach. If such an approach is deemed feasible and desirable, then additional architecture and MEP engineering fees will be required to implement all -electric approach. Currently, the base building and pool design includes gas heating. 6. LEED documentation and certification effort, above and beyond the Schematic Design phase analysis. A proposal to provide registration and certification documentation with the US Green Building Council can be provided upon request. 7. Preparing phased construction documents requiring issuance of separate multiple packages. 8. Providing additional professional renderings or models beyond those listed in the RFP. Renderings beyond those mentioned in the RFP will be charged at a flat rate of $2,500 per renderings and will be invoiced against the Reimbursables Budget. 9. Building code variances or modifications, if required, will be provided as an additional service. 10. Providing operational analysis (Revenue and Expense Projections) by BAE. elsarch.com BERKELEY 1510.549.2929 LOS ANGELES 1213.348,1155 SACRAMENTO 1916.301.4411 2040 Addison Street 950 S. Grand Avenue, Suite 400 800 Howe Avenue, Suite 330 Berkeley, CA 94704 Los Angeles, CA 90015 Sacramento, CA 95825 els + architecture+ urban design EXCLUSIONS/PROVISIONS The following items of work are excluded from our services: 1. Removal of hazardous materials; 2. Geotechnical Investigations or reports; 3. Land Survey of existing conditions, including boundary, topography, structures, etc.; 4. Obtaining and paying for construction permits; 5. ADA and/or access compliance survey of existing conditions; and 6. Unless otherwise provided, ELS and its Consultants shall have no responsibility for the discovery, presence, handling, removal, or disposal of, or exposure of persons to, hazardous materials in any form at the Project site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB), or other toxic substances. ACKNOWLEDGING RECEIPT OF ADDENDA Lastly, we acknowledge receipt of Addendum #1, dated May 8, 2023, and Addendum #2, dated May 30, 2023. We look forward to participating in your next steps. Should you have any questions, or require any additional information regarding our fees, please do not hesitate to contact me at cmamuvac(@elsarch. com, my mobile 510.684.1159, or office 213.348.1155. Respectfully Submitted, ELS ARCHITECTURE AND URBAN DESIGN for the Association of els+swa. Clarence D. Mamuyac, Jr., FAIA, LEED AP BD+C, NCARB President and CEO/Project Principal Attachments: Memorial Master Plan and Aquatic Center Design, City of Santa Ana Site Plan — Rengstorff Aquatic Center, City of Mountain View Site Plan — Piedmont Community Pool, City of Piedmont ELS Billing Rates — See Original Submittal elsarch.com BERKELEY 1510.549.2929 LOS ANGELES 1213.348.1155 SACRAMENTO 1916.301.4411 2040 Addison Street 950 S. Grand Avenue, Suite 400 800 Howe Avenue, Suite 330 Berkeley, CA 94704 Los Angeles, CA 90016 Sacramento, CA 95825 EXHIBIT D FEDERAL CONTRACT PROVISIONS EXHIBIT D FEDERAL CONTRACT PROVISIONS During the performance of this Agreement, Consultant shall comply with all applicable federal laws and regulations including, but not limited to, the federal contract provisions in this Exhibit C. 1. REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 — CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.327) (a) Appendix II to Part 200 (A); Appendix II to Part 200 (B)• Remedies for Breach• Termination for Cause/Convenience. The Contract Documents include remedies for breach and termination for cause and convenience. (b) Appendix II to Part 200 (C) — Equal Employment Opportunity_ If this Agreement meets the definition of a "federal assisted construction contract' in 41 CFR § 60-1.3, Consultant agrees as follows during the performance of this Agreement: (i) The Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (ii) The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (iii) The Consultant will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Consultant's legal duty to furnish information. (iv) The Consultant will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (v) The Consultant will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (vi) The Consultant will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (vii) In the event of the Consultant's noncompliance with the nondiscrimination clauses of this Agreement or with any of the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (viii) The Consultant will include the portion of the sentence immediately preceding paragraph (i) and the provisions of paragraphs (i) through (vii) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Consultant will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Consultant may request the United States to enter into such litigation to protect the interests of the United States. The City further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the City so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the Agreement. The City agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of the Consultant and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance. The City further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the City agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: cancel, terminate, or suspend in whole or in part the grant (contract, loan, insurance, guarantee) for this project; refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings. (c) Appendix II to Part 200 (D) — Davis -Bacon Act: Not applicable to this Agreement since it is funded by CSLFRF. (d) Appendix II to Part 200 (DD) — Copeland "Antti-Kickback" Act: Not applicable to this Agreement since it is funded by CSLFRF. (e) Appendix Il to Part 200 (E) — Contract Work Hours and Safety Standards Act: (i) Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (ii) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (ii) of this section the Consultant and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (ii) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (ii) of this section. (iii) Withholding for unpaid wages and liquidated damages. The City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Consultant or subcontractor under any such contract or any other Federal contract with the Consultant, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the Consultant, such sums as may be determined to be necessary to satisfy any liabilities of Consultant or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (iii) of this section. (iv) Subcontracts. The Consultant or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (ii) through (v) of this Section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Consultant shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (ii) through (v) of this Section. (f) Appendix II to Part 200 (F) — Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition of "funding agreement' under 37 CFR § 401.2 (a) and the Consultant wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the Consultant must comply with the requirements of 37 CFR Part 40I, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency.. (g) Appendix II to Part 200 (G) — Clean Air Act and Federal Water Pollution Control Act: (i) Pursuant to the Clean Air Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000. (ii) Pursuant to the Federal Water Pollution Control Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000. (h) Appendix II to Part 200 (14) — Debarment and Suspension: (i) This Agreement is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such Consultant is required to verify that none of the Consultant, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (ii) Consultant must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (iii) This certification is a material representation of fact relied upon by City. If it is later determined that Consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (iv) Consultant warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. Consultant also agrees to verify that all subcontractors performing work under this Agreement are not debarred, disqualified, or otherwise prohibited from participation in accordance with the requirements above. Consultant further agrees to notify the City in writing immediately if Consultant or its subcontractors are not in compliance during the term of this Agreement. (i) Appendix II to Part 200 (I) — Byrd Anti -Lobbying Act: Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency. 0) Appendix II to Part 200 (J) — §200.323 Procurement of Recovered Materials: (i) Consultant shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement. (ii) In the performance of this Agreement, the Consultant shall make maximum use of products containing recovered materials that are EPA -designated items unless the product cannot be acquired: competitively within a timeframe providing for compliance with the contract performance schedule; meeting contract performance requirements; or at a reasonable price. (iii) Information about this requirement, along with the list of EPA -designate items, is available at EPA's Comprehensive Procurement Guidelines web site, https://www.epa. gov/smm/c omprehensive-procurement-guideline-cpg-program. (iv) The Consultant also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act." (k) Appendix II to Part 200 (K) — §200.216 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment: (i) Consultant shall not contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system funded under this Agreement. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (1) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). (2) Telecommunications or video surveillance services provided by such entities or using such equipment. (3) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. (ii) See Public Law 115-232, section 889 for additional information. (1) Appendix II to Part 200 (L) — §200.322 Domestic Preferences for Procurement: (i) Consultant shall, to the greatest extent practicable, purchase, acquire, or use goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subcontracts. (ii) For purposes of this section: (1) "Produced in the United States" means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. (2) "Manufactured products" means items and construction materials composed in whole or in part of nonferrous metals such as aluminum; plastics and polymer -based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. 2. CONTRACTING WITH SMALL AND MINORITY FIRMS, WOMEN'S BUSINESS ENTERPRISE AND LABOR SURPLUS AREA FIRMS (2 C.F.R. § 200.321) (a) Consultant shall be subject to 2 C.F.R. § 200.321 and will take affirmative steps to assure that minority firms, women's business enterprises, and labor surplus area firms are used when possible and will not be discriminated against on the grounds of race, color, religious creed, sex, or national origin in consideration for an award. (b) Affirmative steps shall include: (i) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (ii) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; (iii) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises; (iv) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women's business enterprises; and (v) Using the services/assistance of the Small Business Administration (SBA), and the Minority Business Development Agency (MBDA) of the Department of Commerce. (c) Consultant shall submit evidence of compliance with the foregoing affirmative steps when requested by the City. 3. COMPLIANCE WITH U.S. DEPARTMENT OF THE TREASURY CORONAVIRUS LOCAL FISCAL RECOVERY FUND AWARD TERMS AND (a) Maintenance of and Access to Records. Consultant shall maintain records and financial documents sufficient to evidence compliance with section 603(c) of the Act, Treasury's regulations implementing that section, and guidance issued by Treasury regarding the foregoing. Consultant agrees to provide the City, Treasury Office of Inspector General and the Government Accountability Office, or any of their authorized representatives access to any books, documents, papers, and records (electronic an otherwise) of the Consultant which are directly pertinent to this Agreement for the purposes of conducting audits or other investigations. Records shall be maintained by Consultant for a period of five (5) years after completion of the Project. (b) Compliance with Federal Regulations. Consultant agrees to comply with the requirements of section 603 of the Act, regulations adopted by Treasury pursuant to section 603(f) of the Act, and guidance issued by Treasury regarding the foregoing. Consultant also agrees to comply with all other applicable federal statutes, regulations, and executive orders, including, without limitation, the following: (i) Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award tern set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference. (ii) Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part t70, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated by reference. (iii) OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement), 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions (contracts and subcontracts described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 180 and Treasury's implementing regulation at 31 C.F.R. Part 19. (iv) Recipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference. (v) Governmentwide Requirements for Drug -Free Workplace, 31 C.F.R. Part Flo (vi) New Restrictions on Lobbying, 31 C.F.R. Part 21. (vii) Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations. (c) Compliance with Federal Statutes and Regulations Prohibiting Discrimination. Consultant agrees to comply with statutes and regulations prohibiting discrimination applicable to the CSLFRF program including, without limitation, the following: (i) Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury's implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance. (ii) The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability. (iii) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance. (iv) The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury's implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance. (v) Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto. (d) False Statements. Consultant understands that malting false statements or claims in connection with the CSLFRF program is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law. (e) Protections for Whistleblowers. (i) In accordance with 41 U.S.C. § 4712, Consultant may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant. the following: Congress; (ii) The list of persons and entities referenced in the paragraph above includes (1) A member of Congress or a representative of a committee of (2) An Inspector General; (3) The Government Accountability Office; management; enforcement agency; (4) A Treasury employee responsible for contract or grant oversight or (5) An authorized official of the Department of Justice or other law (6) A court or grand jury; or (7) A management official or other employee of Consultant, or a subcontractor who has the responsibility to investigate, discover, or address misconduct. (f) Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Consultant is encouraged to adopt and enforce on-the-job seat belt policies and programs for their employees when operating company -owned, rented or personally owned vehicles, and encourage its subcontractors to do the same (g) Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), Consultant should encourage its employees and subcontractors to adopt and enforce policies that ban text messaging while driving, and Consultant should establish workplace safety policies to decrease accidents caused by distracted drivers. (h) Assurances of Compliance with Civil Rights Requirements. The Civil Rights Restoration Act of 1987 provides that the provisions of this assurance apply to the Project, including, but not limited to, the following: (i) Consultant ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal funds, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive orders such as Executive Order 13166; directives; circulars; policies; memoranda and/or guidance documents. (ii) Consultant acknowledges that Executive Order 13166, "Improving Access to Services for Persons with Limited English Proficiency (LEP)," seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, are limited in their English proficiency. Consultant understands that the denial of access to persons to its programs, services and activities because of their limited proficiency in English is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964. Accordingly, Consultant shall initiate reasonable steps, or comply with Treasury's directives, to ensure meaningful access to its programs, services and activities to LEP persons. Consultant understands and agrees that meaningful access may entail providing language assistance services, including oral interpretation and written translation where necessary to ensure effective communication in the Project. (iii) Consultant agrees to consider the need for language services for LEP persons during development of applicable budgets and when conducting programs, services and activities. As a resource, the Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information on LEP, please visit hftp://www.lep.gov. (iv) Consultant acknowledges and agrees that compliance with this assurance constitutes a condition of continued receipt of federal financial assistance and is binding upon Consultant and Consultant's successors, transferees and assignees for the period in which such assistance is provided. (v) Consultant agrees to incorporate the following language in every contract or agreement subject to Title VI and its regulations between the Consultant and the Consultant's subcontractors, successors, transferees and assignees: The subcontractor, successor, transferee and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients offederal f nancial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by Department of the Treasury Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). Title VI also extends protection to persons with "Limited English proficiency" in any program or activity receivingfederal f nancial assistance, 42 U.S.C. § 2000d et seq., as implemented by Department of the Treasury Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made apart of this contract (or agreement). (vi) Consultant understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the Department of the Treasury, this assurance obligates the Consultant, or in the case of a subsequent transfer, the transferee, for the period during which the real property or structure is used for a purpose for which the federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the Consultant for the period during which it retains ownership or possession of the property. (vii) Consultant shall cooperate in any enforcement or compliance review activities by the Department of the Treasury of the aforementioned obligations. Enforcement may include investigation, arbitration, mediation, litigation, and monitoring of any settlement agreements that may result from these actions. Consultant shall comply with information requests, on -site compliance reviews, and reporting requirements. (viii) Consultant shall maintain a complaint log and inform the Department of the Treasury of any accusations of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or completed, including outcome. Consultant must also inform the Department of the Treasury if Consultant has received no complaints under Title V I. (ix) Consultant must provide documentation of an administrative agency's or court's findings of non-compliance of Title VI and efforts to address the non-compliance, including any voluntary compliance or other agreements between the Consultant and the administrative agency that made the finding. If the Consultant settles a case or matter alleging such discrimination, Consultant must provide documentation of the settlement. If Consultant has not been the subject of any court or administrative agency finding of discrimination, please so state. N If Consultant makes sub -awards to other agencies or other entities, Consultant is responsible for assuring that sub -recipients also comply with Title VI and all of the applicable authorities covered in this assurance. Furjanic, Suzi From: City of Santa Ana <certificate-request@ctrax jdidata.com> Sent: Monday, August 28, 2023 2:34 PM To: Rodriguez, Teresa; clafontaine@elsarch.com; Gigi.Yuen@ioausa.com; Furjanic, Suzi Subject: Internal Notice of Compliance NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE .AND INCLUDE WITH AGREE:NIENT "ro THE CLERK OF THE COUNCIL Contractor ELS Architecture and Urban Design Name: Project TBD (018) Number: Project Consultant Agreement Between ELS Architecture And Urban Design, Name: And The City Of Santa Ana For Landscape Architectural Services For Memorial Park And Aquatics Facility Renovation The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: TYPE OF INSURANCE POLICY EXPIRATION COI DATE FILE NAME NUMBER DATE AUTOMOBILE LIABILITY 9016877003 07/01/2024 06/28/2023 22-2769-COI- 7124.pdf MCOI Exp. 10- GENERAL LIABILITY P5130001596 10/01/2023 08/10/2023 021-23 - City of Santa Ana.pdf 22-23 City of PROFESSIONAL LIABILITY 031565618 06/10/2024 07/27/2023 Santa Ana — Liability Certificate.pdf WORKERS COMPENSATION AND 90168770OIAOS 07/01/2024 06/28/2023 22-2769-COI- EMPLOYERS' LIABILITY 7124.pdf Thank you, City of Santa Ana 1 From:City of Santa Ana To:Rodriguez, Teresa; Furjanic, Suzi Subject:Internal Notice of Compliance Date:Monday, September 18, 2023 9:34:14 AM NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor ELS Architecture and Urban Design Name: Project TBD (018) Number: Consultant Agreement Between ELS Architecture And ProjectUrban Design, And The City Of Santa Ana For Landscape Name:Architectural Services For Memorial Park And Aquatics Facility Renovation The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: POLICYEXPIRATION TYPE OF INSURANCECOI DATEFILE NAME NUMBERDATE Santa Ana AUTOMOBILE LIABILITYPSA000255110/01/202409/11/2023 COI 2024.pdf Santa Ana GENERAL LIABILITYPSB000159610/01/202409/11/2023 COI 2024.pdf 22-23 City of Santa Ana – PROFESSIONAL LIABILITY03156561806/10/202407/27/2023 Liability Certificate.pdf WORKERS COMPENSATION ANDSanta Ana PSW000264210/01/202409/11/2023 EMPLOYERS' LIABILITYCOI 2024.pdf Thank you, City of Santa Ana ELS0000-01MICHAELA DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 7/1/2025 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). CONTACT License # 0E67768 Andrea Michael PRODUCER NAME: PHONEFAX IOA Insurance Services (925) 249-7958 (A/C, No, Ext):(A/C, No): 3875 Hopyard Road E-MAIL Andrea.Michael@ioausa.com Suite 200 ADDRESS: Pleasanton, CA 94588 INSURER(S) AFFORDING COVERAGENAIC # RLI Insurance Company13056 INSURER A : INSURED Berkley Insurance Company32603 INSURER B : INSURER C : ELS Architecture and Urban Design 2040 Addison Street INSURER D : Berkeley, CA 94704 INSURER E : INSURER F : COVERAGESCERTIFICATE 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. INSRADDLSUBRPOLICY EFFPOLICY EXP TYPE OF INSURANCEPOLICY NUMBERLIMITS LTRINSDWVD(MM/DD/YYYY)(MM/DD/YYYY) 1,000,000 A COMMERCIAL GENERAL LIABILITY X EACH OCCURRENCE$ DAMAGE TO RENTED 1,000,000 CLAIMS-MADEOCCUR X PSB000159610/1/202410/1/2025 $ PREMISES (Ea occurrence) XX 10,000 MED EXP (Any one person)$ 1,000,000 PERSONAL & ADV INJURY$ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$ PRO- 2,000,000 X POLICYLOC PRODUCTS - COMP/OP AGG$ JECT OTHER:$ COMBINED SINGLE LIMIT 1,000,000 A AUTOMOBILE LIABILITY $ (Ea accident) ANY AUTO PSA000255110/1/202410/1/2025 BODILY INJURY (Per person)$ XX OWNEDSCHEDULED AUTOS ONLYAUTOSBODILY INJURY (Per accident)$ PROPERTY DAMAGE HIREDNON-OWNED XX (Per accident)$ AUTOS ONLYAUTOS ONLY $ 4,000,000 A X UMBRELLA LIABOCCUR EACH OCCURRENCE$ PSE000138010/1/202410/1/2025 4,000,000 EXCESS LIABCLAIMS-MADE X AGGREGATE$ DEDRETENTION$ $ PEROTH- WORKERS COMPENSATION A X STATUTEER AND EMPLOYERS' LIABILITY Y / N PSW000264210/1/202410/1/2025 1,000,000 X ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT$ N / A OFFICER/MEMBER EXCLUDED? 1,000,000 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE$ If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS belowE.L. DISEASE - POLICY LIMIT$ Professional Liab.AEC9091112006/10/20256/10/2026 Per Claim5,000,000 B Professional Liab.AEC9091112006/10/20256/10/2026 Aggregate5,000,000 B DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Memorial Park and Aquatics Facility Renovation All operations of the Named Insured, including the aforementioned project. General Liability: Please see Additional Insured endorsement attached; such coverage is Primary and Non-contributory, with Waiver of Subrogation included, as required by written contract. NOTE: No company owned vehicles. Aforementioned General Liability includes coverage for Hired & Non-Owned Auto Liability. *** Excess Liability is a follow form over General Liability, Auto Liability, and Employer’s Liability (Workers' Compensation). Please see attached Schedule of Underlying Insurance. *** SEE ATTACHED ACORD 101 CERTIFICATE HOLDERCANCELLATION CzUvUsboOhvzfobu5;52qn-Kvm12-3136 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Ejhjubmmz!tjhofe!cz! Uv!Usbo! Uv!Usbo!Ohvzfo! Ebuf;!3136/18/12! City of Santa Ana AUTHORIZED REPRESENTATIVE Ohvzfo 27;52;66!.18(11( Risk Management Division 20 Civic Center Plaza Santa Ana, CA 92702 ACORD 25 (2016/03)© 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ELS0000-01MICHAELA AGENCY CUSTOMER ID: 1 LOC #: Page of 11 ADDITIONAL REMARKS SCHEDULE License # 0E67768 AGENCYNAMED INSURED ELS Architecture and Urban Design IOA Insurance Services 2040 Addison Street Berkeley, CA 94704 POLICY NUMBER SEE PAGE 1 CARRIERNAIC CODE SEE PAGE 1SEE P 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 25Certificate of Liability Insurance FORM NUMBER:FORM TITLE: Description of Operations/Locations/Vehicles: Workers' Compensation: Please see Waiver of Subrogation endorsement, as required by written contract. GENERAL LIABILITY/AUTO LIABILITY ADDITIONAL INSURED INCLUDE THE FOLLOWING PERSON(S) OR ORGANIZATION(S): The City of Santa Ana, its officers, officials, employees, and authorized volunteers Professional Liability: Please see Waiver of Subrogation endorsement, as required by written contract. ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD bğƒĻķLƓƭǒƩĻķʹ BERKLEY INSURANCE COMPANY 2.The each Claim limit shown in Item 3A of the Declarations is the most we will pay for the sum of all Damagesand ClaimExpensesarising out of any single Claim. Two or more Claimsconsidered a single Claimshall collectively be subject to the each Claimlimit of liability shown in Item 3A of the Declarations. 3.The each Claim limit is the most we will pay for the sum of all Damagesand ClaimExpensesarising out of any single Claimregardless of how many Insuring Agreements may apply to such Claim. 4.The Policy YearAggregate limit shown in Item 3B of the Declarations is the most we will pay for the sum of all Damagesand ClaimExpensesfor all Claimsmade and reported during each PolicyYear. 5.The payment of Damagesand ClaimExpenseswill reduce the each Claimlimit. F.Deductible You must pay the Deductible for Claim ExpensesandDamagescovered by this Policy before we are obligated to make any payment under the each Claimlimit. The Deductible must be paid from your own account, and payments by other parties or insurers on your behalf shall not satisfy the Deductible. We have the right to determine the reasonableness of Claim Expensesthat qualify to satisfy the Deductible. The Deductible for each Claimis set forth in Item 4A of the Declarations. The Policy YearAggregate Deductible shown in Item 4B of the Declarations is the most the Named Insuredmust pay as a Deductible for the sum of all Claimsmade and reported during eachPolicy Year. G.Deductible Credits 1.MediationCredit:Your Deductible obligation may be reduced by 50%, subject to a maximum reduction of $15,000 if you agree with our decision to use Mediationand the Claimis fully and finally resolved bysuchMediation. 2.Risk Management Credit:Your Deductible obligation may be reduced by 50%, subject to a maximum reduction of $25,000 if prior to the report date of a Claim, there is a signed,written and enforceable agreementfor the Professional Servicesinvolved in the Claim, and it includes a clause limiting your liability to $250,000 or less. 3.First ClaimDeductible Credit:If the first Claimyou ever report to us is made against you: a.Greater than 24 months after the Knowledge Dateshown on the Policy Declarations, then your Deductible obligation for that Claimmay be reduced by 25%, subject to a maximum reduction of $40,000; or b.Greater than 36 months after the Knowledge Dateshown on the Policy Declarations, then your Deductible obligation for that Claimmay be reduced by 50%, subject to a maximum reduction of $40,000. Ifmore than one Deductible Credit applies, your Deductible obligationwill be reduced by 50%, subject to a maximum reduction of $50,000. H.Notice of Cancellation and Nonrenewal This Policy may be canceled by the Named Insuredidentified in the Declarations, by surrender of the Policy to us or our authorized representative or by giving us written notice stating when, thereafter, such cancellation shall be effective. We will not cancel this Policy except for nonpayment of premium, fraud or material misrepresentation in procuring this insurance or in relation to any Claim, or changes in law affecting this Policy. Ifwe cancel this Policy, we will mail or deliver to the first Named Insured, on behalf of all Insureds, written notice of cancellation. We will provide you at least ten (10) days-notice before the effective date of cancellation if we cancel for nonpayment of premium. If we cancel for any other reason, we will provide at least sixty (60) days-notice before the effective date of cancellation. If this Policy is canceled, we will send the first Named Insuredany premium refund due. The refund will be pro rata. The cancellation will be effective even if we have not made or offered a refund. We will give you written notice sixty (60) days prior to the expiration of this Policy if we do not intend to renew this insurance subject to any state requirements. The notice will include our reason for nonrenewal. Proof of mailing will be sufficient proof of notice. I.Other Insurance If there is other collectible insurance, including but not limited to other professional liability insuranceor project specific insurance, that applies to a Claimcovered by this Policy, the other insurance shall be primary and this Policy shall be excess over the other insurance, unless the other insurance is written specifically excess of this Policy. This Policy will then apply to the amount of the Claimthat exceeds the available limits of liability and any deductibles or retention amounts of the other insurance, as well as the Deductible under this Policy. If such other insurance has a duty to defend aClaimor assumes the defense of a Claim, this Policy shall not be obligated to defend that Claim. J.SubrogationSubrogation In the event of any payment under this Policy, we shall be subrogated to all of your rights of recovery against any person or organization. You must do everything reasonably necessary to secure such rights and must do nothing after a Claim is made to jeopardize them. We hereby waive our subrogation rights against a client of yours to the extent that you had, prior to a Claimor Circumstance, entered into a written agreement to waive such rights. Any recovery shall first be paid to us upto the extent of any Damagesor Claim Expensespaid by us and the balance shall be paid to you. K.First Named Insuredas Sole Agent The first Named Insuredin Item 1 of the Declarations will be the sole agent and will act on behalf of all Insuredsfor the payment or return of premium, receipt and acceptance of any endorsements, notices or provisions of this Policy, giving or receiving notice of cancellation or nonrenewal, the payment of any Deductibles, and to exercise the rights provided in Section Q Extended Reporting Period Option. L.Alteration and Assignment BDP0417001 ELS0000-01YUENG DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 12/4/2025 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). CONTACT License # 0E67768 Gigi Yuen PRODUCER NAME: PHONEFAX IOA Insurance Services (925) 660-3514(925) 416-7869 (A/C, No, Ext):(A/C, No): 3875 Hopyard Road E-MAIL Gigi.Yuen@ioausa.com Suite 200 ADDRESS: Pleasanton, CA 94588 INSURER(S) AFFORDING COVERAGENAIC # RLI Insurance Company13056 INSURER A : INSURED Berkley Insurance Company32603 INSURER B : INSURER C : ELS Architecture and Urban Design 2040 Addison Street INSURER D : Berkeley, CA 94704 INSURER E : INSURER F : COVERAGESCERTIFICATE 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. INSRADDLSUBRPOLICY EFFPOLICY EXP TYPE OF INSURANCEPOLICY NUMBERLIMITS LTRINSDWVD(MM/DD/YYYY)(MM/DD/YYYY) 1,000,000 A COMMERCIAL GENERAL LIABILITY X EACH OCCURRENCE$ DAMAGE TO RENTED 1,000,000 CLAIMS-MADEOCCUR X PSB000159610/1/202510/1/2026 $ PREMISES (Ea occurrence) XX 10,000 MED EXP (Any one person)$ 1,000,000 PERSONAL & ADV INJURY$ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$ PRO- 2,000,000 X POLICYLOC PRODUCTS - COMP/OP AGG$ JECT OTHER:$ COMBINED SINGLE LIMIT 1,000,000 A AUTOMOBILE LIABILITY $ (Ea accident) ANY AUTO PSB000159610/1/202510/1/2026 BODILY INJURY (Per person)$ XX OWNEDSCHEDULED AUTOS ONLYAUTOSBODILY INJURY (Per accident)$ PROPERTY DAMAGE HIREDNON-OWNED XX (Per accident)$ AUTOS ONLYAUTOS ONLY $ 4,000,000 A X UMBRELLA LIABOCCUR EACH OCCURRENCE$ PSE000138010/1/202510/1/2026 4,000,000 EXCESS LIABCLAIMS-MADE X AGGREGATE$ DEDRETENTION$ $ PEROTH- WORKERS COMPENSATION A X STATUTEER AND EMPLOYERS' LIABILITY Y / N PSW000264210/1/202510/1/2026 1,000,000 X ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT$ N / A N OFFICER/MEMBER EXCLUDED? 1,000,000 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE$ If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS belowE.L. DISEASE - POLICY LIMIT$ Professional Liab.AEC9091112006/10/20256/10/2026 Per Claim5,000,000 B Professional Liab.AEC9091112006/10/20256/10/2026 Aggregate5,000,000 B DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Memorial Park and Aquatics Facility Renovation All operations of the Named Insured, including the aforementioned project. General Liability: Please see Additional Insured endorsement attached; such coverage is Primary and Non-contributory, with Waiver of Subrogation included, as required by written contract. NOTE: No company owned vehicles. Aforementioned General Liability includes coverage for Hired & Non-Owned Auto Liability. *** Excess Liability follows form over General Liability, Auto Liability, and Employer’s Liability (Workers' Compensation). Please see attached Schedule of Underlying Insurance. *** SEE ATTACHED ACORD 101 CzUvUsboOhvzfobu8;42bn-Efd19-3136 CERTIFICATE HOLDERCANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Ejhjubmmz!tjhofe! cz!Uv!Usbo! Uv!Usbo! City of Santa Ana AUTHORIZED REPRESENTATIVE Ohvzfo! Ebuf;!3136/23/19! Risk Management Division Ohvzfo 18;42;55!.19(11( 20 Civic Center Plaza Santa Ana, CA 92702 ACORD 25 (2016/03)© 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ELS0000-01YUENG AGENCY CUSTOMER ID: 1 LOC #: Page of 11 ADDITIONAL REMARKS SCHEDULE License # 0E67768 AGENCYNAMED INSURED ELS Architecture and Urban Design IOA Insurance Services 2040 Addison Street Berkeley, CA 94704 POLICY NUMBER SEE PAGE 1 CARRIERNAIC CODE SEE PAGE 1SEE P 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 25Certificate of Liability Insurance FORM NUMBER:FORM TITLE: Description of Operations/Locations/Vehicles: Workers' Compensation: Please see Waiver of Subrogation endorsement, as required by written contract. Professional Liability: Please see Waiver of Subrogation endorsement, as required by written contract. GENERAL LIABILITY/AUTO LIABILITY ADDITIONAL INSURED INCLUDE THE FOLLOWING PERSON(S) OR ORGANIZATION(S): The City of Santa Ana, its officers, officials, employees, and authorized volunteers ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD bğƒĻķLƓƭǒƩĻķʹ BERKLEY INSURANCE COMPANY 2.The each Claim limit shown in Item 3A of the Declarations is the most we will pay for the sum of all Damagesand ClaimExpensesarising out of any single Claim. Two or more Claimsconsidered a single Claimshall collectively be subject to the each Claimlimit of liability shown in Item 3A of the Declarations. 3.The each Claim limit is the most we will pay for the sum of all Damagesand ClaimExpensesarising out of any single Claimregardless of how many Insuring Agreements may apply to such Claim. 4.The Policy YearAggregate limit shown in Item 3B of the Declarations is the most we will pay for the sum of all Damagesand ClaimExpensesfor all Claimsmade and reported during each PolicyYear. 5.The payment of Damagesand ClaimExpenseswill reduce the each Claimlimit. F.Deductible You must pay the Deductible for Claim ExpensesandDamagescovered by this Policy before we are obligated to make any payment under the each Claimlimit. The Deductible must be paid from your own account, and payments by other parties or insurers on your behalf shall not satisfy the Deductible. We have the right to determine the reasonableness of Claim Expensesthat qualify to satisfy the Deductible. The Deductible for each Claimis set forth in Item 4A of the Declarations. The Policy YearAggregate Deductible shown in Item 4B of the Declarations is the most the Named Insuredmust pay as a Deductible for the sum of all Claimsmade and reported during eachPolicy Year. G.Deductible Credits 1.MediationCredit:Your Deductible obligation may be reduced by 50%, subject to a maximum reduction of $15,000 if you agree with our decision to use Mediationand the Claimis fully and finally resolved bysuchMediation. 2.Risk Management Credit:Your Deductible obligation may be reduced by 50%, subject to a maximum reduction of $25,000 if prior to the report date of a Claim, there is a signed,written and enforceable agreementfor the Professional Servicesinvolved in the Claim, and it includes a clause limiting your liability to $250,000 or less. 3.First ClaimDeductible Credit:If the first Claimyou ever report to us is made against you: a.Greater than 24 months after the Knowledge Dateshown on the Policy Declarations, then your Deductible obligation for that Claimmay be reduced by 25%, subject to a maximum reduction of $40,000; or b.Greater than 36 months after the Knowledge Dateshown on the Policy Declarations, then your Deductible obligation for that Claimmay be reduced by 50%, subject to a maximum reduction of $40,000. Ifmore than one Deductible Credit applies, your Deductible obligationwill be reduced by 50%, subject to a maximum reduction of $50,000. H.Notice of Cancellation and Nonrenewal This Policy may be canceled by the Named Insuredidentified in the Declarations, by surrender of the Policy to us or our authorized representative or by giving us written notice stating when, thereafter, such cancellation shall be effective. We will not cancel this Policy except for nonpayment of premium, fraud or material misrepresentation in procuring this insurance or in relation to any Claim, or changes in law affecting this Policy. Ifwe cancel this Policy, we will mail or deliver to the first Named Insured, on behalf of all Insureds, written notice of cancellation. We will provide you at least ten (10) days-notice before the effective date of cancellation if we cancel for nonpayment of premium. If we cancel for any other reason, we will provide at least sixty (60) days-notice before the effective date of cancellation. If this Policy is canceled, we will send the first Named Insuredany premium refund due. The refund will be pro rata. The cancellation will be effective even if we have not made or offered a refund. We will give you written notice sixty (60) days prior to the expiration of this Policy if we do not intend to renew this insurance subject to any state requirements. The notice will include our reason for nonrenewal. Proof of mailing will be sufficient proof of notice. I.Other Insurance If there is other collectible insurance, including but not limited to other professional liability insuranceor project specific insurance, that applies to a Claimcovered by this Policy, the other insurance shall be primary and this Policy shall be excess over the other insurance, unless the other insurance is written specifically excess of this Policy. This Policy will then apply to the amount of the Claimthat exceeds the available limits of liability and any deductibles or retention amounts of the other insurance, as well as the Deductible under this Policy. If such other insurance has a duty to defend aClaimor assumes the defense of a Claim, this Policy shall not be obligated to defend that Claim. J.SubrogationSubrogation In the event of any payment under this Policy, we shall be subrogated to all of your rights of recovery against any person or organization. You must do everything reasonably necessary to secure such rights and must do nothing after a Claim is made to jeopardize them. We hereby waive our subrogation rights against a client of yours to the extent that you had, prior to a Claimor Circumstance, entered into a written agreement to waive such rights. Any recovery shall first be paid to us upto the extent of any Damagesor Claim Expensespaid by us and the balance shall be paid to you. K.First Named Insuredas Sole Agent The first Named Insuredin Item 1 of the Declarations will be the sole agent and will act on behalf of all Insuredsfor the payment or return of premium, receipt and acceptance of any endorsements, notices or provisions of this Policy, giving or receiving notice of cancellation or nonrenewal, the payment of any Deductibles, and to exercise the rights provided in Section Q Extended Reporting Period Option. L.Alteration and Assignment BDP0417001