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INTERWEST CONSULTING GROUP, INC. (5)
INSURANCE NOT ON FILE A-2023-160-01 WORK MAY NOT PROCEED CITY CLERK DATE: Wfl It, CONSULTANT AGREEMENT BETWEEN P INTERWEST CONSULTING GROUP, INC. AND THE CITY OF SANTA 64. B uvr� la� FOR ON -CALL RIGHT-OF-WAY SERVICES THIS AGREEMENT is made and entered into on this 19" day of September, 2023 by and between Interwest Consulting Group, Inc. ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of o the State of California ("City"). 4 cU RECITALS o— o A. The City desires to retain a Consultant having special skill and knowledge in the field of on -call right-of-way services. B. Consultant represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES On an as -needed basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 22-150 and attached as Exhibit A, and as further delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for services performed under the Agreement at the rates and charges identified in Exhibit C, which is attached hereto and incorporated in full. Consultant is one of two consultants selected to provide on -call right-of-way services. The total aggregate amount, among the two consultants, shall not exceed the shared aggregate amount of $250,000 annually during the term of this agreement, including any extension periods. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a (3) year term with the option for the City to grant up to a one (1) two (2)-year renewal, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. For the avoidance of doubt, nothing in this Agreement shall be understood to grant City rights to pre-existing intellectual property of Consultant, including Consultant software and licensed software, or to any improvements thereto. 6. INSURANCE Except with respect to Workers' Compensation coverage, Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant, his agents, representatives, employees or subcontractors. OA MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. 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 $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. (Note: Automobile liability is not required if an automobile is not required to perform services). 3. Workers' Compensation insurance as required by the State of California, with StatutoryLimits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim. 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 by or on behalf of the Consultant including materials, parts, or equipment furnished in connectionwith 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 1185 or bothCG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Primary Coverage For any claims related to this contract, the Consultant's insurance coverage shall be primary insurance 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 state that coverage shall not be canceled, except with notice to the City. i' 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 AXII, unless otherwise acceptable to the City. 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 CGL 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 anytime. Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience, insurer, coverage, or other special circumstances. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, to the extent that they arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent 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 to the extent that they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. Consultant shall have no liability arising from the use of any Work Product for any purpose or on any project other than that for which it was produced. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY 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 5 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by fast 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: 7 To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-36) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Interwest Consulting Group, Inc. Marcie Jorgensen, Director of Real Estate I Jenner, Suite 160 Irvine, CA 92618 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement. A-2023-160-01 C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: _ �r Jennifer all erk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Im By: p Jose Montoya Assistant City Attorney RECOMMENDED FOR APPROVAL (P-Plabil Saba, P.E. Executive Director Public Works Agency CITY OF SANTA ANA -a-- fv Steven A. Mendoza Acting City Manager CONSULTANT: Paul Meschino President EXHIBIT A Appendix ATTACHMENT SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL RIGHT OF WAY COORDINATOR RFP NO.22-150 INTRODUCTION The City of Santa Ana is issuing this Request for Proposals (RFP) to seek a qualified Right -of - Way Consultant to provide right-of-way coordinating services for the City of Santa Ana Public Works Agency on an as -needed basis. From the proposals received, it is the City's goal to select one firm to enter into agreement for a not to exceed amount of $XXX,XXX. Minimum Qualifications: Consultant qualifications must demonstrate the minimum qualifications as established in the California Department of Transportation (Caltrans) Right of Way Manual which can be accessed at: http://www.dot.ca. og v/hg/row/rowman/manual/index.htm. Description of Work: Consultant under contract with the City of Santa Ana will provide support and services to City of Santa Ana staff or their designee on an as -needed basis. The Consultant shall be thoroughly familiar with the Statement of Work prior to submitting a response to this Request for Proposal (RFP). • The Consultant shall perform work to produce a high quality, professional and complete work product. • Consultant must have experience with State and Federally funded projects. All work shall be performed in conformance with all applicable regulations, policies, procedures and standards. • Work may include, but not be limited to, the following: onsite review of the project area; review of existing records; conducting research and performing analysis; information gathering; negotiations; development of strategies. • The Consultant shall carry out the instructions received from the City and shall cooperate with the City and other agencies. • The Consultant has total responsibility for the accuracy and completeness of the work City of Santa Ana RFP 22-150 Page Al-1 produced. The work will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the City may NOT include a detailed review for the accuracy of items submitted. The responsibility for accuracy and completeness of such items remains solely that of the Consultant. • The Consultant shall be responsible for coordination and supervision of all work performed by its sub -consultants. The Consultant shall review all work performed by its sub - consultants and the responsibility for accuracy and completeness of work performed remains solely that of Consultant. The Consultant shall have a Quality Assurance/Quality Control (QA/QC) plan in effect during the entire time work is performed under the Agreement. The QA/QC plan is intended to ensure that the appraisals, maps, reports, plans, studies, estimates, agreements and other documents submitted under assigned Scope of Work are complete, accurate, checked, and proofread to meet professional standard practice requirements, and to monitor work for conformance with the appropriate standards and policies. Additionally, all electronic files shall conform to the City's file naming system. • The Consultant shall diligently work on each assignment and complete each task in accordance with the schedule and accommodate the City's needs. • The Consultant's work will be subject to inspection and audit by City, County, State and Federal representatives. • Project files including copies of all correspondences, reports, documents, and electronic files shall be managed online to be shared among the City and various Consultants and update weekly. The schedule and/or status report shall be updated frequently. • All work, including reports, analysis, data, and intellectual properties developed during the life of the Agreement shall become the properties of the City. • The Consultant will receive written notification of the award of the contract. Upon on such notification, the Consultant will proceed with the services required by the Agreement. SCOPE OF SERVICES Assist City staff overseeing all the right of way and real estate services. Ensuring all work will be performed in accordance with the public agency's policies and procedures and federal, state and local regulations. Consultant shall assign one staff as Project Coordinator managing and overseeing the following tasks including, but not limited to: • Administration of all right-of-way related consultant contracts including but not limited to: 1) Property appraisal; 2) Furniture, fixture and equipment appraisal; 3) Business goodwill appraisal; 4) Acquisition/relocation and property management services; and 5) City real estate properties. City of Santa Ana RFP 22-150 Page Al-2 • Prepare Weekly Project Summary Reports for review by City Legal Staff • Review consultant invoices and recommend payment to City • Review consultants schedule for acquisition/relocation and monitor progress. • Review relocation claim and monitor status of relocation and eviction efforts in accordance with the Uniform Relocation and Real Property Acquisition Act of 1970 (Uniform Act); the California Relocation Assistance and Real Property Acquisition Guidelines; CITY's Real Property Policies and Procedures and any other applicable regulations. • Review Title reports and identify pertinent information • Review and comment on real estate appraisals • Review and comment on improvements pertaining to realty, furniture, fixtures and equipment appraisals • Review and comment on loss of business goodwill appraisals • Review and comment on acquisition tasks such as offer packages • Monitor negotiations done by other consultants • Prepare documentation for administrative settlements • Provide Condemnation support • Monitor Demolition activities • Recommend amount of just compensation. The CITY shall make the final determination of just compensation. • Review title and escrow services necessary for the acquisition of real property, which include, but are not limited to, preliminary title reports, litigation guarantees, policies of title, title searches, document searches, document preparation, estimates of closing costs, escrow instructions, and other documents. • Review all documents for submission and delivery to escrow companies; review title and escrow documents; ensure that CITY is acquiring good title and/or the property rights needed for the completion of the PROJECT, free and clear of any and all encumbrances that may affect or hinder the development of future consideration; coordinate escrow closings and file all applicable forms and documents with the County Assessor's Office. • Coordinate and provide support to CITY legal staff to clear title, if necessary. • Advise CITY of any Preliminary Title Reports/Litigation Guaranties, determine title deficiencies, develop a plan to resolve and cure title deficiencies and clear liens and encumbrances. • Upon completion of Project, advise CITY of any Policy of Title insurance, American Land Title Association (ALTA) or California Land Title Association (CLTA) extended - coverage owner's policy based on the value of the property provided by CITY. • Review design plans, construction plans, appraisal, appraisal maps, legal descriptions, and if necessary, environmental site assessments. • Review and maintain a parcel negotiator's log (parcel diary) for each parcel. • Review the acquisition file for each property owner or property interest acquired, and maintain a file checklist pursuant to City's policies and procedures • Secure Agreements for Possession and Use, Right of Entries, and licenses or permits City of Santa Ana RFP 22-150 Page Al-3 from property owners for purposes of performing hazardous waste, archeological and other inspections. If needed, provide support to CITY legal staff. • Perform any other normal procedures and processes to implement the acquisition assignment and shalt provide any other supporting information and/or correspondence required by CITY • Assist CITY in achieving California Department of Transportation (Caltrans) Right Of Way Certification. • Review existing leases, licenses, franchises, easements, permits and other agreements for the subject properties. • Establishment of right of way requirements for road widening projects • Review accuracy of Right of way mapping and legal descriptions • Review and comment on environmental studies to meet all applicable local, federal, and state laws, regulations, rules, and other requirements. • Review and comment on relocation plan, arrange for periodic circulation support in accordance with the Uniform Act, the California Relocation Assistance and Real Property Acquisition Guidelines, CITY's Real Property Policies and Procedures and any other applicable regulations. • Prepare documentation for Right of way disposition • Attend neighborhood and Council meetings, make public presentations to individuals and organizations and represent CITY in presentations and public hearing on all matters pertaining to the right of way process. • The overseeing Right of Way Coordinator shall be currently and validly licensed to practice the business of Real Estate in the State of California. The Proposal shall include the Right of Way Coordinator's Broker License Number as issued by the California Department of Consumer affairs Bureau of Real Estate. All right of way activities shall be in accordance with CITY's Real Property Policies and Procedures Manual, and Federal, State and local regulations • The Coordinator shall also have full time experience conducting same work as those required by this RFP for at least the past 5 years. • Prepare all necessary documents to the title and escrow companies for approval by CITY. CONSULTANT will be responsible for managing and monitoring the title and escrow companies to ensure timely delivery. • Market for sale properties via traditional and non-traditional methods • Coordinate Phase I Environmental Soil Assessment Reports and, if required, provide Phase II assessments, Hazardous Materials Disclosure Documents (HMDD) and Request to Acquire Contaminated Property (RACP) if required. • Advise for the submittal of any approval, certification or other similar document that any jurisdictional agency may require, and obtain approval/acceptance from said jurisdictional agency. • Advise in the preparation of the Informational Letter and Offer Letter • Maintain a Record of Negotiations documenting that all elements of the acquisition process and transactions were performed in accordance with applicable Federal, State, City of Santa Ana RFP 22-150 Page Al-4 and local laws and regulations. • Provide bilingual acquisition agents as needed. • Assist CITY in Eminent Domain Support. If requested, CONSULTANT shall provide expert testimony in any court or administrative proceedings, and assist as required in legal matters as directed by CITY legal staff, especially in the litigation of cases for or against CITY, including but not limited to gathering of documents and information. • Responsible for coordinating the identification, relocation, protection, and abandonment of all utilities required by the PROJECT. • Set-up procedure to sell surplus property City of Santa Ana RFP 22-150 Page Al-5 EXHHBT B CITY OF SANTA ANA PROPOSALFOR ON -CALL RIGHT OF WAY COORDINATOR RFP NO. 22-150 MAY 29, 2023 0 rw INTERWEST A SAFE0u 11 COMPANY 01 COVER LETTER 02 EXECUTIVE SUMMARY 03 FIRM AND TEAM EXPERIENCE 05 UNDERSTANDING OF NEED 07 RELEVANT PROJECT EXPERIENCE 10 REFERENCES 10 REFERENCE TO FEE PROPOSAL 11 SCOPE OF SERVICES / SCHEDULE 18 RESUME 20 EXCEPTIONS/CERTIFICATIONS SCOPE OF SERVICES AND SCHEDULE SCOPE OF SERVICES AND SCHEDULE SCOPE OF WORK Interwest provides exceptional project coordination services to ensure the successful implementation and completion of public agency projects. Jeremy Miller will provide a thorough and calculated effort as right of way coordinator. These services include: directing, monitoring and overseeing the delivery of services performed by City consultants; reviewing and approving consultant invoices and supporting documentation to ensure all work was performed as prescribed; representing the public agency at public meetings, hearings and litigation matters, as requested; preparing tracking reports to monitor the completion of project milestones and individual case progress; and implementing and maintaining a quality control program to ensure that work performed meets the requirements established by the City. Our approach to any City assignment is to serve as more than just your consultant. Throughout our working relationship, we consider ourselves to be a part of your team, equally invested in your goals and objectives and working collaboratively with your staff and stakeholders on a daily basis. Specifically, Jeremy will: ► Offer a level of expertise to address the existing project delays and provide effective solutions that lead to positive results. ► Direct the acceleration of the acquisition and relocation processes by implementing mutually agreed upon strategies to avoid clearance delays. ► Provide expert risk assessment on problem parcels to provide cost-effective solutions in order to close escrow or provide clearance for construction. ► Prepare a detailed scope of work for complex appraisal assignments to ensure that the appraiser receives the appropriate direction. Below is an overview of our typical scope of work for the requested services; this scope will be refined with each assigned project and is provided only to demonstrate our understanding of the City's requirements. Project Coordination a ement Meetings. Attend meetings with the City and consultants. Meeting minutes, agendas and reports are provided and distributed as directed by City. Status Reports. Provide and maintain title, appraisal, acquisition, relocation and property management status reports for all project personnel to access. Consultant Management. Provide management and coordination of services for all consultants. Monitor and Control Budget Expenditures. Prepare, monitor and track project budget expenditures and assist the City with funding reimbursements. Escrow Coordination. Provide coordination services with the selected escrow company, including ordering preliminary title reports, litigation guarantees (if required), opening escrows and facilitating escrows for acquisition of the subject property and the replacement property. Schedules. Prepare and provide the City with project schedules, as needed. Quality Control Management. Provide quality control management for all assignments, including coordinating efforts with the City and consultants to ensure successful and compliant projects. Project Close -Out. Provide the services required to finalize and close out projects according to City directives. PAGE 11 1 ON -CALL RIGHT OF WAY COORDINATOR SCOPE OF SERVICES AND SCHEDULE Title Sew' Preliminary Title Reports. Order and monitor the completion of preliminary title reports and receipt of supporting documents. At a minimum, title reports produced for each parcel establish legal owners and all valid liens, encumbrances and easements of record. In addition, we complete a title report summary and distribute a copy of it to the City and City attorney's office. Litigation Guarantees. As directed by the City attorney's office, we order litigation guarantees identifying the legal owners and all interests affected in the proposed litigation. Copies of the report are placed in the City file with a copy distributed to the City attorney's office. Phase I and II ESA and Demolition Asbestos Survey Phase I Environmental Site Assessment Survey. Coordinate a Phase I study to be performed in compliance with the standard practices of the American Society for Testing and Materials (ASTM) Phase I ESA Process (Standard: E 1527-00). Monitor to ensure: attempts are made to interview the existing and former owners of the properties; a visual survey of the site and adjacent sites is completed; efforts are undertaken to contact local government officials about conditions in connection with the property; a review of site and area land use history is completed; and a review of the site area for geology and subsurface/surface potential for pollutant transport from public sources is done. Review the complete report to ensure that it contains the appropriate content. Copies are distributed to the City, City attorney and property management consultant, as required. Phase II Environmental Site Assessment Survey. With City staff, review the Phase I ESA to determine a need for a Phase II ESA survey. If necessary, coordinate the completion of a Phase II ESA. Upon receipt of the Phase II report, prepare a recommendation for additional environmental analysis, if required. Distribute the Environmental Site Report and any written recommendations to the City. Demolition Asbestos and Follow -Up Surveys. Coordinate with the property management consultant on the completion of asbestos and lead surveys. Assist with the distribution of these reports to applicable consultants and perform any follow-up inspections before the beginning the demolition process. Public Meetings Public Information Hearing. Facilitate and or conduct public meetings, as required by the City, to address acquisition, relocation and related right of way issues. Appraisal Facilitate. Coordinate the distribution of appraisal assignments using City -approved appraisers. Prepare request for proposals to obtain bids for assignments. Coordinate. Meet with selected appraisers to review and discuss the Uniform Standards of Professional Appraisal Practice (USPAP), the Uniform Act and Title 25 California Code of Regulations. Determine with the City what types of reports are required and the required written notice of inspection to the owner. In all cases a complete appraisal is required. The format and level of documentation for an appraisal report depend on the complexity of the appraisal problem. Complex property assignments are to be reported in a self-contained, narrative format. A summary report, in conformance with USPAP Standards Rule 2-2(b) is permitted in cases, which, by virtue of their low value or simplicity, do not require the in-depth analysis and presentation necessary in a self-contained appraisal report. Complete Appraisal Summary Statement. Obtain appraisals prepared in accordance with California law and USPAP. Reports are then date stamped, recorded and properly dispersed. Review appraisal reports and appraisal summary statement to be sure they comply with applicable regulations. PAGE 12 1 ON -CALL RIGHT OF WAY COORDINATOR SCOPE OF SERVICES AND SCHEDULE Tenant -Owned Improvements. Coordinate and review the completeness and accuracy of furniture, fixtures and equipment (FF&E) appraisals. During the initial appraisal process, coordinate with fee appraiser, FF&E appraiser, fee owner and tenant identification and ownership of tenant -owned improvements. If necessary, specialty appraisals are ordered and a copy is submitted to the appraiser for inclusion in the appraisal and appraisal review analyses. Appraisal Review/Establishment of Just Compensation Appraisal Review. If federal funding is involved, coordinate and obtain reviews of the appraisals referenced above in accordance with the Uniform Appraisal Standards for Federal Land Acquisitions, other applicable federal, state and local laws, and USPAP. Just Compensation Coordination. Upon completion of the appraisal and, if applicable, the appraisal review, the completed reports are submitted to the City for review and establishment of Just Compensation. Preparation of Offer Packages Parcel Files. Establish and maintain an accurate and complete working file for each parcel in a format approved by the City. Subsequent Review of Title Reports. Before the offer package is prepared, complete a second review of County Assessor information and title reports, paying particular attention to ownership, easement liens and encumbrances. Review Right of Way Drawings. Review project plans, becoming familiar with the project and its impact on the various properties. Verify information on the project plans, ensuring it corresponds with the legal descriptions, plans and appraisal reports. Offer Package. Prepare and/or review an offer package ensuring compliance with the City -approved format. At a minimum, the offer package will include a receipt form, offer letter, appraisal summary statement, acquisition brochure, Title VI information, tenant information statement and language translation (as applicable). Before final distribution to the acquisition agent, the complete offer package is submitted to the City attorney's office for approval. Acquisition/Negotiation on Full Acquisition Residential Parcels. Coordinate and track communications, negotiations, and consultant success via an approved tracking report. Offers to out -of -area owners are mailed Certified Return Receipt Requested. Acquisition/Negotiation on Full Acquisition Commercial Parcels. Monitor the acquisition function, including performing the necessary field assignments to acquire these parcels. Coordinate and track communications, negotiations, and consultant success via an approved tracking report. Offers to out -of -area owners are mailed Certified Return Receipt Requested. Administrative Settlement Proposal Recommendations. For unresolved cases, review and provide a written recommendation together with supporting documentation on all counter proposals submitted by the property owners to the City for review and approval or disapproval. City/Owner Liaison. Provide liaison duties between the City, consultants and property owners. Contact Documentation. Thoroughly document all contact among the acquisition consultant, property owner and/or their representative, indicating attendees, time and place of meetings. Documentation includes thorough diaries and copies of all correspondence and emails. Diaries are updated immediately after each contact, if possible, and retained in the permanent acquisition file. PAGE 13 1 ON -CALL RIGHT OF WAY COORDINATOR SCOPE OF SERVICES AND SCHEDULE Relocation Assistance Prepare Relocation Plan. Complete and/or review relocation plans in accordance with applicable state guidelines, including, but not limited to: individual interview of potential displacements; identification of relocation needs and obstacles; and mitigation measures to support a successfully relocation assistance program. All California procedures for obtaining City Council adoptions of relocation plans are followed. Any deviation from this procedure must be approved by the City. Residential Relocation Packages. Prepare and/or review relocation packages in the City -approved format. At a minimum, the relocation package includes a receipt form, General Information Notice, relocation brochure, Title VI information, Certificate of Occupancy Statement and language translation statement. Before distribution to the relocation agent, the complete relocation package will be submitted to the City for approval. Relocation Oversight on Residential Displacements. Distribute relocation packages in accordance with City directives. Coordinate and track communications and progress through an approved tracking report. Purchase Price Differential or Rental Assistance Payment Entitlement. Review entitlement packages submitted to the City for approval. Packages should contain, but are not limited to: market data, selection of the most comparable properties, completion of necessary data forms and calculation of entitlements. Coordinate the approval of the relocation assistance entitlements and document the file accordingly. Moving Options. Review requested moving entitlements based on room count or, if necessary, moving bid estimates. Determine moving options, prepare moving agreements, obtain signatures, if required, and monitor moves. Prepare and Deliver Notices. Prepare or review residential entitlement letters, 90-Day Notices to Vacate and, if applicable, 60-day and 30-day letters. Relocation Advisory Assistance. Review advisory services being provided by consultants consisting of providing housing referrals, determining relocation needs, explaining benefits, performing housing inspections, providing transportation to displacees searching for replacement housing, providing counseling or advising of other sources of assistance that may be available. First -Level Appeals. Coordinate and handle first -level appeals, as necessary. Displacee Contact Documentation. Thoroughly document all contact with the displacee. Documentation includes thorough diaries and copies of all correspondence and emails. Relocation Payment Packages. Review claim packages and process and submit to the City for approval. File documentation is maintained to ensure compliance, audit and payment verifications. Business Relocation Assistance Relocation Payment Eligibility. Determine or review the consultant's determination of eligibility for relocation payments by reviewing eligibility criteria and case data. Document whether the displacee is entitled to business relocation payments, including moving and related expenses, re-establishment payment and a site -search payment or in -lieu payment. Business Relocation Packages. Prepare or review relocation packages in the City -approved format. Relocation packages include a receipt form, General Information Notice, Notice of Eligibility, relocation brochure, Title VI information, Certificate of Occupancy Statement, language translation statement, and Loss of Goodwill Statement. Before distribution to the relocation agent, the complete package is submitted to the City for approval. Identify Displacee Needs. Review documentation in regards to displacee needs and issues. Be sure the consultant presents the relocation package and provides advisory assistance by explaining in detail the options for payment of reasonable moving expenses, re-establishment and site search reimbursements. PAGE 14 1 ON -CALL RIGHT OF WAY COORDINATOR SCOPE OF SERVICES AND SCHEDULE Personal Property Inventory. Review the certified personal property inventory after the consultant finishes a site inspection and reviews the fee and FF&E appraisal. Review, verify and approve the compilation of a certified personal property inventory. This inventory should be signed by the business owner and relocation agent. Upon City concurrence, this information is used to obtain commercial moving bids. Replacement Site and Moving Assistance. Review the consultant's referral of replacement sites, moving bid estimates, moving options, selection of mover and planning of moves. Ensure that all items in the inventory are addressed in the move. If items are not moved or not included in moving bid (items which require mitigation or cannot be moved to replacement site due to zoning, housing codes or other restrictions, etc.), be sure that the consultant prepares Abandonment Certification and deducts reasonable moving costs, if necessary. Review Eligible Re -Establishment Expenses. Review expenses (e.g., improvements to the property, advertisements, unused license fees, increased operating costs, etc.) necessary and eligible as re-establishment expenses (not to exceed $25,000). Inspect the replacement property, cost estimates, verify the previous two years' expenses and income and project the next two years to assess whether increased operating costs will exist. Based on the decisions of the displacee and program guidelines, determine or verify eligibility for reimbursement. Ensure all items in the estimate are actually re-established. Abandoned Property. If the displacee decides not to relocate some personal property, verify that a bona fide attempt has been made to sell the items. Review the determination of eligibility for direct loss payment and compute the amount of payment. Notify of any items to be abandoned and ensure those items are not included in the moving cost estimate. Be sure Abandonment Certification is properly prepared with the displacee's signature along with a waiver to all rights in abandoned property. Site -Search Expenses. Ensure reasonable site -search expenses do not to exceed $1,000 under Title 25 compliance or $2,500 for federally funded projects. City/Business Owner Liaison. Provide liaison duties between the City and business owners. Contact Documentation. Thoroughly document all contact with the business owner and/or their representative, indicating attendees, time and place of meetings. Documentation includes thorough diaries and copies of all correspondence and emails. Diaries are updated immediately after each contact, if possible, and retained in the permanent acquisition file. Escrow Coordination Monitor Escrows. Coordinate with title companies and open escrows on all purchases. Monitor escrows, review all escrow documents, request funds from the City and ensure that the City receives title insurance policies in the amount of the purchase cost of the land and improvements and clear title to all properties acquired. Interwest will also provide multilingual (Spanish) services, as needed, for an efficient closing. Partial Acquisitions. Special attention will be paid to partial acquisitions due to the difficultly in obtaining partial release documents in a timely manner. At the City's request, Interwest will complete the entire escrow and work directly with the title company to obtain the necessary title policy. Condemnation Support Condemnation Assistance. Prepare necessary condemnation reports or paperwork for unsuccessful negotiations and provide pre -condemnation assistance and testimony for the City legal counsel. This includes: obtaining and reviewing litigation guarantees; listing the names and mailing addresses of the appropriate fee, leasehold and tenant owners; completing a summary sheet with recommendations for title issues; and making copies of the parcel file. Interwest also provides expert testimony services for appraisal, acquisition and relocation issues. PAGE 15 1 ON -CALL RIGHT OF WAY COORDINATOR SCOPE OF SERVICES AND SCHEDULE Property Management Oversight Status Reports. Provide or coordinate bi-monthly status reports demonstrating critical milestones. Consultant Management. Provide management and coordination of property management services with the City and other consultants. Monitor and Control Budget Expenditures. Prepare, monitor and track project budget expenditures and assist the City with funding reimbursements. Demolition Oversight Demolition Project Management and Coordination. Assist with advertising for procurement and administration of demolition contracts in accordance with the City's policies and procedures for competitive bidding. Demolition Specification Bid Preparation. As directed by the City, assist in preparing separate specification bid packages that abatement and demolition contractors can use to provide a detailed cost estimate. This work will include site meetings with the contractors for the bid process, job walk and the preparation of an addendum for clarification of any questions about specification changes, if required. Asbestos Abatement Monitoring and Visual Clearances. Monitor the project during the abatement process. Collect all documentation obtained during the process and file in the City's post acquisition file. Demolition Supervision and Coordination. Provide adequate field supervision of demolition activities to ensure compliance with all City policies and procedures as well as all terms of the demolition contract. Project Reporting and Close -Out. Review and approve the demolition consultant's work and submit completion reports to the City recommending payment. Co - _,sllcy Control Project Responsibilities. As Right of Way Coordinator, Jeremy will be responsible for proper compliance and quality control on all right of way activities. This includes interpretation and implementation of applicable laws, regulations and policies, and assistance with resolving conflicts among administrative policies, departments and consultants. File Close -Out. Jeremy will audit all acquisition, relocation and post acquisition files to ensure compliance with applicable regulations. Corrective actions will be coordinated with the City and consultants. Atracking report will be generated showing the receipt of the consultant file, the consolidation and review date, comments regarding non-compliance, corrective action taken and the close-out date. PAGE 16 1 ON -CALL RIGHT OF WAY COORDINATOR () ca , \ 2 ` \ \ \ ~fit» _ \�\ k \ \ / o) § / ) ) J G\ G G f) 2 A@ A . . . A Ca 0 \ D Mn 0 \< /\ w \E 0ECo E �\]{ e Z,ar{\lu ID �)\ƒ$It!mq \\E C\\ ca )'6E 0 %� _— /a®% §(k{/ :({4C) (DJ/§§§Eƒ,o)=7J3§( e . . . . A ]( §§ \ \ \ a).0 LU � \ \ - \ \ 2 � � (� 0 / a {±\/\§ 0CL ) Ca } )) \ < \ / o } z / \ ) o w m 0 A A A . . A A A . . , a 0 ®M . ) � ( \ \ / ( ) 2 . { { ƒ f f \ { _ ; \(}0mWm 0 /\\\§ . .. . . . . EXHIBIT C Interwest Consulting Group, Inc. 1 JSuite 160 Irvinene,, CA 92618 INTERWEST A SAMbulltCOMPANY FEE PROPOSAL RATE SHEET RFP NO. 22-150 PROGRAM MANAGER/ ROW COORDINATOR JEREMY MILLER $150 / HOUR RIGHT OF WAY AGENT LOIS RODRIGUEZ $120 / HOUR 0 F1 ,I From: City of Santa Ana To: Frankston, Emerson; Ho, Emilv; Gilbert, Havlev Subject: Internal Notice of Compliance Date: Wednesday, September 27, 2023 1:22:48 PM 61 NOTICE OF COMPLIANCE ('I1T ST UF: PRIST Fit IS P.AGI: AND IA(H DV Nl 1 II ,V;RFE.NI IA 1..10 THE (TERN OF I I I E COt V11 Contractor Interwest Consulting Group Name: Project TBD (089) Number: Project Consultant Agreement Between Interwest Consulting Name: Group, Inc. And The City Of Santa Ana For On -Call Right - Of -Way Services 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 NUMBER DATE COI DATE FILE NAME Interwest Consulting AUTOMOBILE LIABILITY 83UENPY9100 10/03/2023 09/20/2023 Group, Inc. Certificate of Insurance.pdf GENERAL LIABILITY 83UENZV3951 10/03/2023 05/12/2023 CERT- i 36321400.pdf PROFESSIONAL LIABILITY TER2861558 10/03/2023 10/04/2022 CERT- 62898101.pdf WORKERS COMPENSATION SAWC458304 05/12/2024 05/17/2023 Santa AND EMPLOYERS' LIABILITY Ana COI.pdf Thank you, City of Santa Ana Risk Management Division DATE(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 5/12/2025 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). PRODUCER CONTACT NAME: Lauren Mayer McGriff Insurance Services LLC PHONE FAX 2200 N. Commerce Parkway A/C No Ext: 954-385-6022 vc,No:866-802-8684 E-MSuite 200 ADDRESS: lauren.mayer@mcgriff.com Weston FL 33326 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Berkshire Hathaway Homestate Ins Co 20044 INSURED 132SAFEBLLC INSURERB: Everest Indemnity Insurance Company 10851 Interwest Consulting Group, Inc. INSURERC: Everest Premier Insurance Company 16045 444 N Cleveland Ave; Loveland CO 80538 INSURERD: Bridgeway Insurance Company 12489 INSURERE: Great American E&S Insurance Company 37532 INSURER F: Great American E&S Insurance Company 37532 COVERAGES CERTIFICATE NUMBER:507503014 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD B X COMMERCIAL GENERAL LIABILITY Y Y CF3GL00415241 10/3/2024 10/3/2025 EACH OCCURRENCE $1,000,000 CLAIMS-MADE � OCCUR PREMISES DAMAGE TO PREMISES Ea occurrence) ccurrence $300,000 X 10,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY� PECOT- LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ C AUTOMOBILE LIABILITY Y Y CF3CA00337241 10/3/2024 10/3/2025 COMBINED SINGLE LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED LX NON-OWNED FIR ERTYDAMAGE $ AUTOS ONLY AUTOS ONLY Per accident Excess per occ/agg $1,000,000 D UMBRELLA LIAB X OCCUR Y Y 8EA7XL000207903 10/3/2024 10/3/2025 EACH OCCURRENCE $10,000,000 E 011170903 10/3/2024 10/3/2025 X EXCESS LAB CLAIMS-MADE AGGREGATE $10,000,000 DED X RETENTION$n $ A WORKERS COMPENSATION Y SAWC666825 5/12/2025 5/12/2026 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE FN] N/A E.L.EACH ACCIDENT $1,000,000 OFFICE R/M EMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 F Professional Liability TER5325879 10/3/2024 10/3/2025 Each Claim/Aggregate 10,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Excess policy#140002058 effective 10/03/2024-10/03/2025-QBE Ins Corp NAIC#39217-Limits-$5,000,000 part of$10,000,000 Excess of$5,000,000. Crime coverage—Federal Insurance Company, NAIC 20281-Policy#J06767825 effective 10/3/24-10/3/25; Limit$1,000,000 DED$10,000.Technology Errors &Omissions and Cyber Coverage-Coalition Insurance Company NAIC#29530-Policy#C4LRS025767CYBER effective 10/3/24-10/3/25. Each Claim/AGG $3,000,000 DED$100,000. City of Santa Ana, its City Council,officers,officials,employees,agents,and volunteers are additional insureds with respects to general and automobile liability,with a written contract.Waiver of Subrogation applies for general and automobile liability and workers compensation in favor of the additional insured, with a written contract. Coverage is primary and non-contributory in favor of the additional insured. Notice of Cancellation is 30 days,except 10 days for non-payment. CERTIFICATE HOLDER APPROVED CANCELLATION By Tu Tran Nguyen at 2:15 pm,Jun 09,2025 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Tu Tran Digitally signed by THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN DaTu te: Nguyen ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana Nguyen D:15:54-07'0' 20 Civic Center PI, M-93 4:75:54-07'00' P.O. Box 1988,Attn:Emily Ho;PWA Dev Eng Mgmt Aide AUTHORIZED REPRESENTATIVE Santa Ana CA 92702 4J;4t ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: CF3CA00337241 COMMERCIAL AUTO CA20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name Of Person(s) Or Organization(s): ALL PERSONS OR ORGANIZATIONS AS REQUIRED BY WRITTEN CONTRACT WITH THE NAMED INSURED. THE WRITTEN CONTRACT MUST BE SIGNED PRIOR TO THE DATE OF THE "ACCIDENT" . Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph Al. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 ©Insurance Services Office, Inc., 2011 Page 1 of 1 INSURED COPY POLICY NUMBER: CF3CA00337241 COMMERCIAL AUTO ECA 24 503 02 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM SCHEDULE Name of Person or Organization: ALL PERSONS OR ORGANIZATIONS AS REQUIRED BY WRITTEN CONTRACT WITH THE NAMED INSURED. THE WRITTEN CONTRACT MUST BE SIGNED PRIOR TO THE DATE OF THE "ACCIDENT'. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for an "accident" or "loss", provided that you are required under a written agreement to waive your rights of recovery. The written agreement must be made prior to the date of the "accident" or"loss". This waiver applies only to the person or organization shown in the Schedule above. ECA 24 503 02 14 Copyright, Everest Reinsurance Company, 2014 Page 1 of 1 0 Includes copyrighted material of Insurance Services Office, Inc., used with its permission. INSURED COPY POLICY NUMBER: CF3CA00337241 COMMERCIAL AUTO CA 04 22 11 20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EARLIER NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. Named Insured: SAFEBUILT, LLC Endorsement Effective Date: 10/03/2024 SCHEDULE Number Of Days' Notice: 30 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided in Paragraph 2. of either the Cancellation Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to the number of days shown in the Schedule above. CA 04 22 11 20 © Insurance Services Office, Inc., 2019 Page 1 of 1 INSURED COPY POLICY NUMBER: CF3CA00337241 COMMERCIAL AUTO ECA 24 509 04 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION - BLANKET This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART Paragraph c. of the Other Insurance General Condition is replaced by the following: c. Regardless of the provisions of Paragraph a. above, this Coverage Form's Liability Coverage is primary and we will not seek contribution from any other insurance for any liability assumed under an "insured contract" that requires liability to be assumed on a primary noncontributory basis. Additionally, only the coverage and limit of insurance requirements of the "insured contract" shall apply, and in no event shall those requirements exceed the coverage and limits of insurance provided under this policy. ECA 24 509 04 14 Copyright, Everest Reinsurance Company, 2014 Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., used with its permission INSURED COPY POLICY NUMBER: CF3GL00415241 COMMERCIAL GENERAL LIABILITY CG20100413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations ANY PERSON OR ORGANIZATION THAT ENTERED ALL LOCATIONS INTO A WRITTEN CONTRACT WITH THE NAMED INSURED REQUIRING SUCH PERSON(S) OR ORGANIZATION(S) TO BE NAMED AS AN ADDITIONAL INSURED WITH RESPECT TO THE NAMED INSURED'S PERFORMANCE OF OPERATIONS AT ANY LOCATION ON BEHALF OF SUCH PERSON(S) OR ORGANIZATION(S). A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for"bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 10 04 13 ©Insurance Services Office, Inc., 2012 Page 1 of 4 INSURED COPY B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or"property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 2 of 4 © Insurance Services Office, Inc., 2012 CG 20 10 04 13 INSURED COPY COMMERCIAL GENERAL LIABILITY POLICY NUMBER: CF3GL00415241 CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION THAT ENTERED INTO A WRITTEN CONTRACT WITH THE NAMED INSURED REQUIRING SUCH PERSON (S) OR ORGANIZATION (S) TO BE INCLUDED AS AN ADDITIONAL INSURED WITH RESPECT TO THE NAMED INSURED' S PERFORMANCE OF OPERATIONS OR IN CONNECTION WITH ANY PREMISE OWNED OR RENTED BY THE NAMED INSURED. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III —Limits Of Insurance: with respect to liability for "bodily injury", "property If coverage provided to the additional insured is damage" or "personal and advertising injury" required by a contract or agreement, the most we caused, in whole or in part, by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: 1. Required by the contract or agreement; or 1. In the performance of your ongoing operations; or 2. Available under the applicable Limits of 2. In connection with your premises owned by or Insurance shown in the Declarations; rented to you. whichever is less. However: This endorsement shall not increase the 1. The insurance afforded to such additional applicable Limits of Insurance shown in the insured only applies to the extent permitted by Declarations. law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 INSURED COPY POLICY NUMBER: CF3GL00415241 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations Y PERSON OR ORGANIZATION ANY LOCATION FOR WHICH THE THAT ENTERED INTO A WRITTEN NAMED INSURED' S WORK WAS CONTRACT WITH THE NAMED PERFORMED FOR SUCH PERSON (S) INSURED REQUIRING SUCH OR ORGANIZATION (S) FOR ANY PERSON (S) OR ORGANIZATION (S) COMPLETED OPERATIONS . TO BE INCLUDED AS AN DDITIONAL INSURED. DR HORTON INC, ITS AFFILIATES ALL LOCATIONS D SUBSIDIARIES C/O INSURANCE COMPLIANCE PO BOX 100085—DR DULUTH, GA 30096 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to 2. If coverage provided to the additional insured is include as an additional insured the person(s) or required by a contract or agreement, the organization(s) shown in the Schedule, but only insurance afforded to such additional insured with respect to liability for "bodily injury" or will not be broader than that which you are "property damage" caused, in whole or in part, by required by the contract or agreement to "your work" at the location designated and provide for such additional insured. described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and CG 20 37 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 INSURED COPY B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 20 37 04 13 ❑ INSURED COPY POLICY NUMBER: CF3GL00415241 COMMERCIAL GENERAL LIABILITY CG 20 01 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG 20 01 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 INSURED COPY COMMERCIAL GENERAL LIABILITY POLICY NUMBER: CF3GL00415241 CG 24 04 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organ ization(s): ALL PERSONS OR ORGANIZATIONS AS REQUIRED BY WRITTEN CONTRACT WITH THE NAMED INSURED. THE WRITTEN CONTRACT MUST BE SIGNED PRIOR TO THE DATE OF THE "BODILY INJURY", "PROPERTY DAMAGE", OR "PERSONAL AND ADVERTISING INJURY". Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. CG 24 04 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 INSURED COPY WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 04 10 C (Ed. 01-19) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA BLANKET BASIS We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be calculated by applying a factor of 2% to the total manual premium, with a minimum initial charge of $350, then applying all other pricing factors for the policy to this calculated charge to derive the final cost of this endorsement. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Blanket Waiver Person/Organization Blanket Waiver —Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Job Description Waiver Premium (prior to adjustments) All CA Operations 5936.00 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: 05/12/2025 Policy No.: SAWC666825 Endorsement No.: Insured: Premium$ Insurance Company: Berkshire Hathaway Homestate Ins Co Countersigned by WC990410C (Ed. 01-19) Great American E&S Insurance Company AES10120714 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGES Endorsement Number: 3 Effective Date of this Endorsement: 10/03/2024 It is hereby understood and agreed that the: ( ) 1. Premium ( X ) 7. Coverage ( ) 2. Named Insured ( ) 8. Effective Date ( ) 3. Principal Address ( ) 9. Expiration Date ( ) 4. Mailing Address of Insured ( ) 10. Self-Insured Retention ( ) 5. Producer Name ( ) 11. ( ) 6. Producer Address for Policy No.: TER5325879 is amended as follows: 1) Form AES 1010 (Ed. 07/14) MULTIPURPOSE MANUSCRIPT AMENDATORY ENDORSEMENT is hereby deleted in its entirety and replaced with the attached Form AES 1010 (Ed. 07/14) MULTIPURPOSE MANUSCRIPT AMENDATORY ENDORSEMENT. 2) Form AES 1010 (Ed. 07/14)ADDITIONAL INSURED ENDORSEMENT is hereby deleted in its entirety and replaced with the attached Form AES 1010 (Ed. 07/14)ADDITIONAL INSURED ENDORSEMENT. ALL OTHER POLICY TERMS AND CONDITIONS REMAIN UNCHANGED. AES 10 12 07 14 (Page 1 of 1) Great American E&S Insurance Company AES 1010 (Ed. 07/14) MULTIPURPOSE MANUSCRIPT AMENDATORY ENDORSEMENT In consideration of the premium charged, it is hereby understood and agreed that: I. The word "Sixty (60)" shall be replaced with the word "Ninety (90)" in paragraphs I.A., VI.A., and VII.A. of this Policy. II. Definition G. of Section II. of this Policy is deleted and replaced with the following: "G. "Executive Officer" means the Chief Executive Officer, General Counsel, and Chief Financial Officer." III. Definition H.3. of Section II. of this Policy is deleted and replaced with the following: "3. Any organization the Named Insured acquires, forms or merges with during the Policy Period, provided the Named Insured maintains majority interest and management control and notifies the Company during the Policy Period of the acquisition, formation, or merger. However, coverage provided by this provision applies solely with respect to Wrongful Acts taking place on or after the effective date of such acquisition, formation, or merger. If the annual gross revenues of such acquired,formed, or merged organization exceed ten percent (10%) of the annual gross revenues of the Named Insured as of the effective date that the organization is acquired,formed, or merged, the Named Insured, as a condition precedent to coverage with respect to such organization,shall, no later than ninety (90) days after the effective date that the organization is acquired, formed, or merged, or the end of the Policy Period, whichever occurs sooner: a. provide the Company with full particulars regarding the organization; b. accept a reasonable additional premium charge as determined by the Company to be appropriate in connection with the transaction." IV. The following Definition shall be added to Section II. of this Policy: T. "Security" means a security of any nature whatsoever, including but not limited to stocks, shares, bonds, debentures, options, derivatives, partnership interests, limited liability company interests, real estate investment trust units, any other forms of debt or equity instrument, and any other forms of ownership interest. U. "Computer System" means computer hardware, software, applications, website, firmware and other electronic systems, including data thereon or accessed via such systems, which are linked together through a network of two or more computers, or accessible through the Internet, including network infrastructure, input, output, processing storage and off-line media libraries. V. "Internet" means the worldwide public network of computers as it currently exists or may be manifested in the future, including the internet, intranet, extranet or virtual private network. W. "Unauthorized Access" means the gaining of access to a computer or Computer System by an unauthorized person or persons or an authorized person in an unauthorized manner. AES 1010 (Ed. 07/14) (Page 1 of 8) Great American E&S Insurance Company AES 1010 (Ed. 07/14) X."Unauthorized Use" means the use of a computer or Computer System by an unauthorized person or persons or an authorized person in an unauthorized manner. V. Exclusion B. of Section III. of this policy is deleted and replaced with the following: "B. any Claim for: 1. Bodily Injury or Property Damage, unless the Insured's liability for such Claim is caused by the performance of Professional Services by or at the direction of the Insured and the Insured's Wrongful Act was not the direct immediate cause of such Claim for Bodily Injury or Property Damage; 2. assault or battery; or 3. unfair or illegal discrimination of any employee of the Insured, including but not limited to any Claim based upon or arising out of the Claimant's sex, race, color, ethnicity, nationality, immigration status, employment status, religious affiliation, sexual orientation, physical or mental infirmity, or age." VI.The following Exclusions shall be added to Section III. of this Policy: O. any Claim brought by, on behalf or in the name or right of, or for the benefit of any Security holder of the Named Insured. P. any Claim based upon, arising from, or in consequence of allegations of price fixing, restraint of trade, monopolization, unfair trade practices or any actual or alleged violation of the Federal Trade Commission Act, the Sherman Anti-Trust Act, the Clayton Act, or any other federal statutory provision involving anti-trust, monopoly, price fixing, price discrimination, predatory pricing or restraint of trade activities, or any amendment to or any rule or regulation promulgated under or in connection with any such statute; or any similar provision of any federal, state, or local statutory law or common law anywhere in the world. Q. any Claim based upon, arising out of, or involving in any way any actual or alleged violations of the Telephone Consumer Protection Act, the California Invasion of Privacy Act, any federal or state anti-spam statutes, and/or any other federal or state statute, law or regulation relating to a person's or entity's right of privacy or seclusion. R. any Claim based upon, arising from, or in consequence of any actual alleged guaranty, promise or warranty, either express or implied, or verbal or written, relating to costs or cost savings. S. any Claim based upon, arising from, or in consequence of any: 1. accounting, legal, or actuarial services; 2. advice relating to mergers or acquisitions of any companies, firms, entities, subsidiaries, or affiliates; 3. advice or service regarding the purchase of, investment in, or operation of, any franchise entity, or opportunity; AES 1010 (Ed. 07/14) (Page 2 of 8) Great American E&S Insurance Company AES 1010 (Ed. 07/14) 4.failure to maintain or effect, or any consulting on the placement of any insurance, reinsurance, or bond; 5. designing of any terms, conditions or financial structure of any benefit plan or structured settlement; or 6. service performed in the Insured's capacity as an interim manager or executive of a client or third party. T. any Claim based upon, arising from, or in consequence of any unauthorized or exceeded authorized access to, use of, or alteration of any computer program, software, computer, computer system, or any input, output, processing, storage and communication devices that can be connected thereto. U. any Claim based upon, arising out of, directly or indirectly resulting from, in consequence of, or in any way involving the "San Jacinto Matter" (Araujo v. City of San Jacinto/109-1002: XL claim number 002979-049697-GB-02; Hiscox claim number 177001428) as well as any future litigation, proceeding, administrative action or hearing based upon the "San Jacinto Matter" or derived from the essential facts or circumstances underlying or alleged in the "San Jacinto Matter". V. any Claim based upon or arising out of: 1. goods or products composed in whole or in part of asbestos or asbestos related material(s), regardless of whether such goods or products are manufactured, sold, handled, maintained, repaired, removed, disposed of, transported, distributed, installed by, or in any way connected with the Insured or others trading under his, her or its name; 2. any storage device, container, wrapping, packaging, warehouse, building or other structure of any kind, or any part thereof; composed in whole or in part of asbestos or asbestos related material(s); 3. any goods or products which are damaged, contaminated or otherwise affected by asbestos and/or asbestos related materials(s); 4. health hazard (including the clean-up, repair or any other corrective measure voluntarily undertaken or required by any governmental body or other entity to eliminate such health hazard)occasioned by the existence of asbestos within the land and/or building(s)which are either owned, leased or otherwise controlled by the Insured; W. any Claim based upon or arising out of lead, whether or not the lead was at any time, airborne as a particle; contained in or formed a part of a product, structure or other real or personal property; ingested or inhaled or transmitted in any fashion; or found in any form whatsoever. This Exclusion also applies to any regulation, request, demand or order(or any failure to comply with any regulation, request, demand or order)that any Insured or others disclose, test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of lead. X. any Claim based upon, arising out of any actual, alleged or threatened discharge, dispersal, seepage, migration, release, growth, infestation, spread or escape of mold(s), mildew(s), fungi and/or spore(s); or any materials, goods or products containing, harboring AES 1010 (Ed. 07/14) (Page 3 of 8) Great American E&S Insurance Company AES 1010 (Ed. 07/14) or nurturing any such mold(s), mildew(s), fungi and/or spore(s); including, but not limited to any Claim: 1. based upon, arising out of, or involving in any way any request, demand or order that any Insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of mold(s), mildew(s), fungi and/or spore(s); or any materials, goods or products containing, harboring or nurturing any such mold(s), mildew(s), fungi and/or spore(s); 2. brought by or on behalf of either a private person, private entity or a governmental authority for Damages because of testing for, monitoring, clean up, removal, containment, treatment, detoxification or neutralization, or in any way responding to, or assessing the effects of mold(s), mildew(s), fungi and/or spore(s); or any materials, goods or products containing, harboring or nurturing any such mold(s), mildew(s), fungi and/or spore(s). Y. any Claim based upon, arising out of, or involving in any way Property Damage to or arising from, or Personal Injury, Bodily Injury or unfair or illegal discrimination arising from, tangible property which is owned or occupied by, or rented to, or used by the Insured or any Related Party, or is in the care, custody or control of the Insured or any Related Party, or as to which the Insured or any Related Party is exercising physical control, including, but not limited to, any Claim based upon or arising out of the maintenance of, or failure to maintain, such tangible property. Z. any Claim for which coverage would be afforded under a: standard Premises/Operations Liability policy; standard Commercial General Liability; or standard Products/Completed Operations Liability policy. This Exclusion applies even if Damages and/or Claim Expenses are not covered in whole or in part by such policy or policies for any reason including but not limited to an exclusion, a reduction or exhaustion of the limits of liability under such policy or policies, or any failure to maintain such policy or policies at the proper time to cover such Claim. AA. any Claim based upon, arising out of, or involving in any way Personal Injury, Bodily Injury, outrage, humiliation or unfair or illegal discrimination of any employee, subcontractor, independent contractor or any other agent of the Insured or any Related Party; or any obligation for which the Insured, any Related Party or any carrier as the Insured's or any Related Party's insurer may be liable under any Workers' Compensation, Unemployment Compensation, Employer's Liability, Disability Benefits or any similar law. BB. any Claim based upon, arising out of, or involving in any way, any actual or alleged physical, sexual and/or mental abuse, molestation or harassment. It is further agreed that this exclusion applies even if an alleged cause of the damage(s)was: 1. the failure of any Insured or agent to prevent, bar or halt any such conduct; 2. the failure of any Insured or agent to hire, employ, train, supervise, retain or control any person to prevent, bar or halt any such conduct; or 3. any other negligent act, error or omission of any Insured or agent. AES 1010 (Ed. 07/14) (Page 4 of 8) Great American E&S Insurance Company AES 1010 (Ed. 07/14) CC. any Claim based upon, arising out of, or involving in any way the ownership, maintenance, operation, use, loading or unloading, by, on behalf of, or at the direction of any Insured or any Related Party, of watercraft, automobiles, motor vehicles, aircraft or mobile vehicles of any kind. DD. any Claim based upon, arising out of, or in consequence of: 1. Unauthorized Access, Unauthorized Use, tampering with Computer System, damage to Computer System, or destruction of all or any part of Computer System. 2. any denial of service or delay, disruption, impairment, failure or outage of any part of Computer System or network. 3. any introduction of a virus, worm, logic bomb, adware, spyware, ransomware, bot, rootkit, trojan horse, or any other type of malware, malicious code or any other type of fraudulent or unauthorized computer code to Computer System. 4. the inability of a third party who is authorized to do so to gain access to Computer System. VII. Parts G.1. and G.2. of Section V. of this Policy are deleted and replaced with the following: "1. Expense Reimbursement Coverage: The Company will reimburse any individual Insured up to $250.00 for actual loss of earnings to the Insured for each day or part of a day such individual is in attendance, at the Company's request, at a trial, hearing, mediation or arbitration proceeding involving a Claim against the Insured. 2. Subpoena Coverage: If during the Policy Period the Insured receives a subpoena for documents or testimony relating to the Insured's Professional Services and the subpoena is not related to a Claim, the Company will, at the Insured's request and upon receipt of a copy of the subpoena, retain legal counsel to advise the Insured regarding the document production or to represent the Insured during testimony. The Company will pay the expenses incurred in providing advice regarding the production of documents, review of the documents prior to production,the Insured's preparation for testifying, and representation during testimony. The maximum amount payable, regardless of the number of subpoenas reported or the number of Insureds subject to all subpoenas, shall be$10,000 per Policy Period.Any notification that the Insured gives to the Company of such subpoena shall be deemed to be notification of a Claim under this Policy." Vill. Paragraph B. of Section VII. of this Policy is deleted and replaced with the following: "B. Optional Extended Reporting Periods: If the Company or the Named Insured shall cancel or refuse to renew this Policy for reasons other than non-payment of premium, then the Named Insured, upon payment of an additional premium as set forth herein, shall have the option to extend the insurance afforded by this Policy, subject otherwise to its terms, Limits of Liability, Exclusions, and Conditions, to apply to Claims first made against the Insured during the 12, 24, 36, 48, or 60 months, as purchased, immediately following the effective date of such non-renewal or cancellation, for any Wrongful Act committed before such effective date and after the Retroactive Date, which is otherwise covered by this insurance. The extension shall be endorsed hereto, if purchased, and shall be referred to as the "OPTIONAL EXTENDED REPORTING PERIOD." The premium for the AES 1010 (Ed. 07/14) (Page 5 of 8) Great American E&S Insurance Company AES 1010 (Ed. 07/14) OPTIONAL EXTENDED REPORTING PERIOD, if elected, shall be 12 months —75%, 24 months— 125%, 36 months— 160%, 48 months— 185%, or 60 months—200% of the full annual premium for this Policy, plus any additional premium owed to the Company for this Policy. The first ninety (90) days of the OPTIONAL EXTENDED REPORTING PERIOD, if purchased, shall run concurrently with the AUTOMATIC EXTENDED REPORTING PERIOD. When the OPTIONAL EXTENDED REPORTING PERIOD is purchased, the policy Discovery Clause is likewise extended concurrently." IX. Conditions G. and I. of Section VIII. of this Policy is deleted and replaced with the following: "G. Application: By acceptance of this Policy, the Insured agrees that the statements in the Application (which is made a part of this Policy) are personal representations, that they shall be deemed material and that this Policy is issued in reliance upon such representations and that this Policy embodies all agreements existing between the Insured and the Company, or any of its agents, relating to this insurance. In the event that any of the statements, representations or information in the Application are not true and accurate, this Policy shall be void with respect to any Insured who knew as of the effective date of the Application the facts that were not truthfully and accurately disclosed (whether or not the Insured knew of such untruthful disclosure in the Application) or to whom knowledge of such facts is imputed. For purposes of the preceding sentence: 1. the knowledge of any Insured who is a past, present or future chief financial officer, in- house general counsel, chief executive officer, president or chairperson of the Named Insured shall be imputed to the Named Insured; 2. the knowledge of the person(s) who signed the Application for this Policy shall be imputed to all of the Insureds; and 3. except as provided in 1. above, the knowledge of an Insured who did not sign the Application shall not be imputed to any other Insured. I. Cancellation: This Policy may be canceled by the Named Insured by mailing or delivering prior written notice to the Company or by surrender of this Policy to the Company. If this Policy is canceled by the Named Insured, the Company shall retain the customary short rate proportion of the premium hereon. This Policy may also be canceled by the Company for non-payment of premium when due. In these cases, the Company shall mail written notice of cancellation to the Named Insured by registered, certified or other first class mail, at the address of the Named Insured as stated in Item 1 of the Declarations, at least ten (10) days prior to the effective date of cancellation. The proof of mailing of such notice as aforesaid shall be sufficient proof of notice. If this Policy is canceled by or on behalf of the Company, the Company shall retain the pro-rata proportion of the premium hereon. The Company shall not be required to renew this Policy; however, written notice of the Company's intent to non-renew this Policy shall be mailed to the Named Insured at least sixty (60) days prior to expiration of the Policy Period. In the event this Policy is cancelled or non-renewed, the Company will deliver to the below listed entity(ies) or to send to the below listed entity(ies) by registered, certified or other first class mail, at the address stated below, written notice stating when not less than thirty (30) days after the date of such notice, or ten (10) days notice if cancellation is for non-payment AES 1010 (Ed. 07/14) (Page 6 of 8) Great American E&S Insurance Company AES 1010 (Ed. 07/14) of premium, the cancellation shall be effective. The proof of sending such notice as aforesaid shall be sufficient proof of notice. Listed Entity/Entities: City of Wixom City of Miami Beach Attn: City Manager c/o EXIGIS Insurance Compliance Services 49045 Pontiac Trail P.O. Box 4668— ECM #35050 Wixom, MI 48393 New York, NY 10163-4668 The Ryland Group, Inc and its subsidiaries City of Troy Attn: Insurance Compliance 500 W. Big Beaver Rd. P.O. Box 276 Troy, MI 48084 Marble Hill, GA 30148-0276 Riverside County Flood Control & Water City of Muskegon, Director of Public Safety Conservation District 933 Terrance St. Attn: Contract Services Section P.O. Box 536 1995 Market Street Muskegon, MI 49440 Riverside, CA 92501 City of Huntington Woods The City of Los Angeles, the Board of Water Attn: City Manager and Power Commissioners of the City of Los 26815 Scotia Road Angeles, the Department of Water and Huntington Woods, MI 48070 Power, their officers, agents, and employees. City of Rancho Mirage Risk Management Section 69825 Highway 111 P.O. Box 4668— ECM #35050 Rancho Mirage, CA 92270 111 N. Hope St. Rm 465 Los Angeles, CA 90012 City of Anaheim Attn: City Clerk City of Milpitas 200 S. Anaheim Blvd. 455 E. Calaveras Blvd. Anaheim, CA 92805 Milpitas, CA 95035 D. R. Horton, Inc. its affiliates and subsidiaries Citrus County, FL Insurance Compliance Board of County Commissioners PO Box 100085—DR 3600 W. Sovereign Path, Suite 266 Duluth, GA 30096 Lecanto, FL 34461 City of Casselberry City of Santa Ana Procurement and Contract Management Division Attention: Risk Management Division 95 Triplet Lake Drive 20 Civic Center Plaza Casselberry, FL 32707 Santa Ana, CA 92701 X. Condition VIII.B. of this Policy shall not apply to the Named Client for the Project listed below and the Company waives its right to subrogation against the Named Client for the Project listed below. NAMED CLIENT: Project: Moss/Kiewet, a Joint Venture Port Everglades Southport Turning Notch Expansion AES 1010 (Ed. 07/14) (Page 7 of 8) Great American E&S Insurance Company AES 1010 (Ed. 07/14) City of Rancho Mirage City of Miami Beach Architectural and Engineering Design Services for Lummus Park Citrus County, FL City of Casselberry City of Santa Ana XI.The Named Insured agrees and warrants that comprehensive general liability, including products/completed operations and premises/operations, covering Bodily Injury, Property Damage, Personal Injury or unfair or illegal discrimination in the amount of$1,000,000 (or the amount of this Policy whichever is greater) applying to the Named Insured's operation shall be kept in force during the Policy Period. ALL OTHER POLICY TERMS AND CONDITIONS REMAIN UNCHANGED AES 1010 (Ed. 07/14) (Page 8 of 8) Great American E&S Insurance Company AES 1010 (Ed. 07/14) ADDITIONAL INSURED ENDORSEMENT In consideration of the premium charged, it is hereby understood and agreed that the following individual(s)/entity(ies) (hereinafter referred to as Additional Insureds) shall be insured by the Policy only with respect to Claims made against the Additional Insured(s) which result directly from Wrongful Acts committed by the Insured, or by any person for whom the Insured is legally liable, and only for liability arising out of or related to the Insured's Wrongful Acts and not any acts, errors or omissions committed by the Additional Insured and if the Insured is required to indemnity the Additional Insured pursuant to a written contract: Village of Elm Grove, its officers, employees, and agents 13600 Juneau Blvd. Elm Grove, WI 53122 Citrus County, FL Board of County Commissioners 3600 W. Sovereign Path, Suite 266 Lecanto, FL 34461 City of Casselberry Procurement and Contract Management Division 95 Triplet Lake Drive Casselberry, FL 32707 City of Santa Ana Attention: Risk Management Division 20 Civic Center Plaza Santa Ana, CA 92701 Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, or limitations of the policy to which this endorsement is attached other than as above stated. ALL OTHER POLICY TERMS AND CONDITIONS REMAIN UNCHANGED AES 1010 (Ed. 07/14) (Page 1 of 1)