HomeMy WebLinkAboutIDS GROUP (8)F' F
MAR 0 5 2025
AGREEMENT WITH IDS GROUP TO PROVIDE ARCHITECTURAL SERVICES FOR
DOWNTOWN PARKING STRUCTURES IMPROVEMENTS
THIS AGREEMENT is made and entered into on this 18th day of February, 2025 by and between
IDS GrOLIP, ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation
MkoNdf_ �-O(us*rganized and existing under the Constitution and laws of the State of California ("City").
RECITALS
A. On September 26, 2024, City released a Request far Proposals (RFP) No. 24-100A, by
which it sought qualified contractors having special skill and knowledge in the -field of
architectural and engineering services to develop and provide design plans for City -owned
Parking Structures Improvements.
B. Contractor submitted a responsive proposal which was selected by City. Contractor
represents that it is able and willing to provide the services described in the scope of work
included in RFP No. 24-100A.
C. In undertaking the performance of this Agreement, Contractor represents that it is
knowledgeable in its field and that any services performed by Contractor 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, inconsideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall perform during the term of this Agreement, the tasks and obligations
including all labor, materials, tools, equipment, and incidental customary work required to fully
and adequately complete the services described and set forth in the scope of work attached to RFP
No. 24-1 OOA, attached as Exhibit A and incorporated by reference.
2. COMPENSATION
a. City agrees to pay, and Contractor agrees to accept as total payment for its services for
City, the rates and charges identified in Contractor's Fee Proposal, attached hereto as
Exhibit B, The total amount to be expended during the term of this Agreement shall
not exceed $173,346, This sum is comprised of (a) a base amount of $157,587, and (b)
a contingency in the amount of $15,759 for additional services at the City's sole
discretion,
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. City and
Contractor agree that all payments due and owing under this Agreement shall be made
through Automated Clearing House (ACH) transfers. Contractor agrees to execute the
City's standard ACH Vendor Payment Authorization and provide required
documentation. Upon verification of the data provided, the City will be authorized to
deposit payments directly into Contractor's account(s) with financial institutions.
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 and continue for a two-
year term, expiring February 17, 2027, unless terminated earlier in accordance with Section 17,
below. The term of this Agreement may be extended for an additional two (2) year term upon a
writing executed by the City Manager and City Attorney.
4. PREVAILING WAGES
Contractor is aware of the requirements of California Labor Code Section 1720, et seq.,
and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq,,
("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the
performance of other requirements on "public works" and "maintenance" projects. If the services
being performed are part of an applicable "public works" or "maintenance" project, as defined by
the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to
fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the
City, its elected officials, officers, employees and agents free and harmless from any claim or
liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
5. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Contractor
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Contractor shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Contractor shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor
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.
Contractor represents and warrants that Contractor has the legal right to license any and all
Documents & Data. Contractor makes no such representation and warranty in regard to
Documents & Data which were provided to Contractor by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
7. INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall maintain and
shall require any subcontractors to obtain and maintain insurance as described below for the entire
Term of this Agreement against claims for injuries to persons or damage to property which may
arise from or in connection with services, products and materials supplied to City. Total cost of
such insurance shall be borne by Contractor.
MINIMUM SCOPE AND LIMIT OF INSURANCE
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 and $2,000,000 aggregate. Required policy limits can be met
with primary and umbrella/excess insurance policies.
2. Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1
(any auto), with limits no less than $1,000,000 combined single limits. In the event
Contractor does not maintain commercial automobile liability insurance, City will accept
evidence of personal automobile insurance.
3. Workers' Compensation (WIC): as required by the State of California, with Statutory
Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per
accident, policy or employee, for bodily injury or disease. Coverage is not required if
Contractor has no employees and signs request to waive such insurance.
4. Professional Liability Insurance (PL): with limits no less than $2,000,000 per occurrence
or claim, and $4,000,000 aggregate.
If Contractor maintains broader coverage and/or higher Iimits than the minimum requirements for
each line of coverage shown above, City shall be entitled to the broader coverage and/or the higher
limits maintained by Contractor. Where the policy limits are greater than those listed by this
Agreement, the amounts provided by the certificates of insurance shall be incorporated by
reference in to the Agreement.
Other Insurance Provisions
The above required insurance policies are to contain or be endorsed to contain the following
provisions:
1. City, its City Council, its officers, officials, employees, agents, and volunteers are to
be covered as additional insureds, under Contractor's CGL, PL, and AL policies, with
respect to any liability arising out of work or operations performed by or on behalf of
the Contractor including materials, parts, equipment, and personnel furnished in
connection with such work or operations.
2. Contractor and its Insurance company(ies) agrees to waive all rights of subrogation
against City, its City Council, its officers, officials, employees, agents, and volunteers
for losses paid under the terms of the CGL, AL, PL, and WIC policies, arising from
work performed by Contractor under this Agreement.
3. For any claims related to this contract, Contractor's insurance coverage shall be
primary and any insurance maintained by City, its City Council, its officers, officials,
employees, agents, or volunteers shall not contribute with it.
4. A severability of interest provision must apply for all the additional insureds, ensuring
that Contractor's insurance shall apply separately to each insured against whom a claim
is made or suit is brought, except with respect to the insurer's limits of liability.
5. Insurance policies required herein shall provide that coverage shall not be canceled,
suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or
materially changed except after thirty (30) days prior written notice has been given to
City. Ten (10) days prior written notice shall be provided to City for policy cancellation
or non -renewal due to non-payment of premium.
6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa
Ana, Attention: Nadia Orozco, Public Works Agency, 20 Civic Center Plaza, M-11,
Santa Ana, CA 92701. The name and location of project must be included in the
Description of Operations section of each certificate.
Self -Insured Retentions
Self -insured retentions must be declared to and approved by the City. The City may require the
Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses
and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the State of California
with a current A.M. Best rating of no less than AXII, unless otherwise acceptable to City.
Verification of Coverage
Contractor shall furnish 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 before work begins. However, failure to obtain the required documents prior
to the work beginning shall not waive Consultant's obligation to provide them.
City reserves the right to require complete, certified copies of all required insurance policies,
including endorsements required by these specifications, at any time.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the
risk, prior experience, insurer, coverage, or other special circumstances.
S. INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, contractors, special counsel, and representatives from liability. (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
negligent operations of the Contractor, its subcontractors, agents, employees, or other persons
acting on its behalf which relates to the services described in section I 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 Contractor
further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
fees and costs for special counsel to be selected by the City, regarding any action by a third party
challenging the validity of this Agreement, or asserting that personal injury, damages, just
compensation, restitution, judicial or equitable relief due to personal or property rights arises by
reason of the terms of, or effects arising from this Agreement. City may make all reasonable
decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing,
to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity
shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
9. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor 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 Contractor to the City pursuant to this Agreement.
10. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed
under this Agreement. Contractor 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 Contractor under this Agreement. All such records and
invoices shall be clearly identifiable. Contractor 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. Contractor 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 Contractor tinder this Agreement.
11. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Contractor 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
Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
is independently developed by the Contractor without reference to information disclosed by the
City.
12. CERTIFICATIONS
The funds used to pay for this Agreement will be partly comprised of federal grant funds.
Contractor agrees and understands that it will comply with the terms attached hereto as Exhibit
C, incorporated by reference into this Agreement. Contractor shall keep itself informed of all City,
State and Federal laws and regulations which may, in any manner, affect the performance of it
services pursuant to this Agreement. Contractor shall at all times, observe and comply with all
such laws and regulations. City and its officers and employees shall not be liable at law or in
equity by reason of the failure of the Contractor to comply with this paragraph.
13. CONFLICT OF INTEREST CLAUSE
Contractor must maintain written standards of conduct covering conflicts of interest and
governing the actions of its employees engaged in the selection, award, and administration
of contracts. No employee, officer, agent, or board member with a real or apparent conflict
of interest may participate in the selection, award, or administration of a contract supported
by the Federal award. A conflict of interest includes when the employee, officer, agent, or
board member, any member of their immediate family, their partner, or an organization
that employs or is about to employ any of the parties indicated herein, has a financial or
other interest in or a tangible personal benefit from an entity considered for a contract. An
employee, officer, agent, and board member of the Contractor may neither solicit nor
accept gratuities, favors, or anything of monetary value from contractors. However, the
Contractor may set standards for situations where the financial interest is not substantial or
a gift is an unsolicited item of nominal value. The Contractor's standards of conduct must
also provide for disciplinary actions to be applied for violations by its employees, officers,
agents, or board members.
2. If the Contractor has a parent, affiliate, or subsidiary organization that is not a State, local
government, or Indian Tribe, the Contractor must also maintain written standards of
conduct covering organizational conflicts of interest. Organizational conflicts of interest
mean that because of relationships with a parent company, affiliate, or
subsidiary organization, the Contractor is unable or appears to be unable to be impartial in
conducting a procurement action involving a related organization.
14. NON-DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under this
Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
15. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the terms
of this Agreement shall prevail. This Agreement may not be modified except by written instrument
signed by the City and by an authorized representative of Contractor. The parties agree that any
terms or conditions of any purchase order or other instrument that are inconsistent with, or in
addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each
party to this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
party, which is not embodied herein.
16. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other Contractors retained by City.
17. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor
compensation for all services performed by Contractor 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 Contractor 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
Contractor consents to the City's use thereof for such purposes as the City deems
appropriate.
b. Payment need not be made for work which fails to meet the standard of
performance specified in the Recitals of this Agreement.
18. 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.
19. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
20. PROFESSIONAL LICENSES
Contractor 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. Contractor shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
21. FEDERAL REGULATIONS
Contractor shall comply with all applicable contractual provisions contained in federal
statutes, federal regulations, federally promulgated materials and state statutes, shall control in
determining any obligations under federal law in the event of a conflict with any terms, language
or provisions contained in this Agreement. Contractor shall not perform any act, fail to perform
any act, or refuse to comply with any requests, which would cause City to be in violation of the
federal terms and conditions.
a. Federal Regulations — Contractor must comply with the government cost principles,
uniform administrative requirements and audit requirements for federal grant program housed
within Title 2, Part 180 of the Code of Federal Regulations.
b. Debarment and Suspension — As required by Executive Orders 12549 and 12689, and 2
CFR §200.214 and codified in 2 CFR Part 200, Contractor must provide protection against waste,
fraud, and abuse by debarring or suspending those persons deemed irresponsible in their dealings
with the Federal government.
C. Audit Records — With respect to all matters covered by this agreement all records shall be
made available for audit and inspection by CITY, the grant agency and/or their duly authorized
representatives for a period of three (3) years from the date of submission of the final expenditure
report by the City of Santa Ana. For a period of three years after final delivery hereunder or until
all claims related to this Agreement are finally settled, whichever is later, Contractor shall preserve
and maintain all documents, papers and records relevant to the services provided in accordance
with this Agreement, including the Attachments hereto. For the same time period, Contractor shall
make said documents, papers and records available to City and the agency from which City
received grant funds or their duly authorized representative(s), for examination, copying, or
mechanical reproduction on or off the premises of Contractor, upon request during usual working
hours.
d. Reports — Contractor shall provide to City all records and information requested by City
for inclusion in quarterly reports and such other reports or records as City may be required to
provide to the agency from which City received grant funds or other persons or agencies.
C. Section 504 of the Rehabilitation Act of 1973 (Handicapped) — All recipients of federal
funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the
federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no
otherwise qualified handicapped person shall, solely by reason of handicap be excluded from the
participation in, be denied the benefits of or be subject to discrimination, including discrimination
in employment, in any program or activity that receives or benefits from federal financial
assistance. The Contractor agrees it will ensure that requirements of The Act shall be included in
the agreements with and be binding on all of its contractors, subcontractors, assignees or
successors.
f. Americans with Disabilities Act of 1990 — (ADA) Contractor must comply with all
requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable.
g. Political Activity — None of the finds, materials, property, or services provided directly or
indirectly under this agreement shall be used for any partisan political activity, or to further the
election or defeat of any candidate for public office, or otherwise in violation of the provisions of
the "Hatch Act".
h. No Lobbying — Contractor will comply with all applicable lobbying prohibitions and laws,
including those found in the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352, et seq.), and agrees
that none of the funds provided under this award may be expended by the Contractor to pay any
person to influence, or attempt to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with any federal action concerning the award or renewal of any federal contract, grant,
loan, or cooperative agreement.
i. Non -Discrimination and Equal Opportunity — Contractor will comply, and all its
contractors (or subrecipients) will comply, with Title VI of the Civil Rights Act of 1964, as
amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the
Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972;
the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972,
as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and
Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of
1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice
Non -Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of
Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or
State court, Federal or State administrative agency, or the Contractor makes a Ending of
discrimination after a due process hearing on the grounds of race, color, religion, national origin,
sex, or disability against a recipient of funds, the Contractor will forward a copy of the findings to
CITY which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice
Programs, U.S. Department of Justice. If applicable, Contractor will comply with the equal
opportunity clause in 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended
by Executive Order No. 11375.
j. Equal Employment Opportunity — Contractor will comply, and all its contractors (or
subrecipients) will comply, with all requirements of the Executive Order 11246 of September 24,
1965, entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of
October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60),
as applicable.
k. Public Contracts Code — Contractor will comply, and all its contractors (or subrecipients)
will comply, with all requirements of the California Public Contract Code Section 10295.3, as
applicable.
1. Copeland "Anti -Kickback" Act — Contractor will comply, and all its contractors (or
subrecipients) will comply, with all requirements of the Copeland "Anti -Kickback" Act (40 U.S.C.
3145) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable.
M. Davis -Bacon Act — Contractor will comply, and all its contractors (or subrecipients) will
comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 3141-3144 and 3146-3148) as
supplemented by Department of Labor regulations (29 CFR Part 5), as applicable.
n. Work Hours and Safety — Contractor will comply, and all its contractors (or subrecipients)
will comply, with all requirements of Sections 103 and 107 of the Contract Work Hours and Safety
Standards Act (40 U.S.C. 3702 and 3704) as supplemented by Department of Labor regulations
(29 CFR Part 5), as applicable.
o. Clean Air Act —
1. The contractor agrees to comply with all applicable standards, orders or regulations
issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.
2. The contractor agrees to report each violation to CITY and understands and agrees
that the CITY will, in turn, report each violation as required to assure notification to the
Federal Emergency Management Agency, and the appropriate Environmental Protection
Agency Regional Office.
3. The contractor agrees to include these requirements in each subcontract exceeding
$150,000 financed in whole or in part with Federal assistance provided by FEMA.
P. Energy and Conservation — Contractor will comply, and all its contractors (or
subrecipients) will comply, with all requirements of the Energy Policy and Conservation Act (42
U.S.C. 6201), as applicable.
q. Waste Disposal — Contractor will comply, and all its contractors (or subrecipients) will
comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by
the Resource Conservation and Recovery Act, as applicable.
r. Patent Rights — Contractor agrees that the Department of Homeland Security shall have the
authority to seek patent rights for any process, product, invention or discovery developed and paid
for with funding through this Agreement based on the requirements of 37 CFR§ 401 and any other
implementing regulations, as applicable.
S. Copyright — Contractor may copyright any books, publications or other copyrightable
materials developed in the course of or under this Agreement. However, the federal awarding
agency, State Administrative Agency (SAA) and City reserve a royalty -free, non-exclusive, and
irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for
federal government, SAA and/or City purpose:
(1) the copyright in any work developed through this Agreement; and
(2) any rights of copyright to which the subcontractor purchases ownership with support
through this grant. The Federal government's, SAA's and City's rights identified above must be
conveyed to the publisher and the language of the publisher's release form must ensure the
preservation of these rights.
t. Equal Employment in Construction Contracts — Pursuant to Equal Employment
Opportunity requirements of 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11.246 as
amended by Executive Order No. 11375, as to any construction contract thereunder, if applicable,
during the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because
of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor
will take affirmative action to ensure that applicants are employed, and that employees are treated
during employment without regard to their race, color, religion, sex, sexual orientation, gender
identity, or national origin. Such action shall include, but not be limited to the following:
Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship. The contractor agrees to post in conspicuous places, available to employees and
applicants for employment, notices to be provided setting forth the provisions of this
nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf
of the contractor, state that all qualified applicants will receive consideration for employment
without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or
applicant for employment because such employee or applicant has inquired about, discussed, or
disclosed the compensation of the employee or applicant or another employee or applicant. This
provision shall not apply to instances in which an employee who has access to the compensation
information of other employees or applicants as a part of such employee's essential job functions
discloses the compensation of such other employees or applicants to individuals who do not
otherwise have access to such information, unless such disclosure is in response to a formal
complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including
an investigation conducted by the employer, or is consistent with the contractor's legal duty to
furnish information.
(4) The contractor will send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding, a notice to be provided
advising the said Iabor union or workers' representatives of the contractor's commitments under
this section, and shall post copies of the notice in conspicuous places available to employees and
applicants for employment.
(5) The contractor will comply with all provisions of Executive Order 11246 of September 24,
1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
(6) The contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant
thereto, and will permit access to his books, records, and accounts by the administering agency
and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,
regulations, and orders.
(7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this
contract or with any of the said rules, regulations, or orders, this contract may be canceled,
terminated, or suspended in whole or in part and the contractor may be declared ineligible for
further Government contracts or federally assisted construction contracts in accordance with
procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions
may be imposed and remedies invoked as provided in Executive Order 11246 of September 24,
1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law,
(8) The contractor will include the portion of the sentence immediately preceding paragraph (1)
and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless
exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 244
of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon
each subcontractor or vendor. The contractor will take such action with respect to any subcontract
or purchase order as the administering agency may direct as a means of enforcing such provisions,
including sanctions for noncompliance.
U. Prohibition on Certain Telecommunications and Video Surveillance Services or
Equipment — Contractor will comply, and all its contractors (or subrecipients) will comply, with
all requirements under Uniform Guidance 2 CFR §200.2t6. Contractor will comply with FEMA
Policy 405-143-1, Prohibitions on Expending FEMA Award Funds on Covered
Telecommunications Equipment or Services (Interim), which prohibits grant recipients and
subrecipients from obligating or expending loan or grant funds to procure or obtain, extend or
renew a contract to procure or obtain, or to enter into a contract (or extend or renew a contract) to
procure or obtain equipment, services, or systems that uses covered telecommunications
equipment or services as a substantial or essential component of any system, or as critical
technology as part of any system.
As described in Public Law 115-232, section 889, covered telecommunications equipment:
(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE
Corporation (or any subsidiary or affiliate of such entities).
(2) For the purpose of public safety, security of government facilities, physical security
surveillance of critical infrastructure, and other national security purposes, video surveillance and
telecommunications equipment produced by Hytera Communications Corporation, Hangzhou
Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or
affiliate of such entities).
(3) Telecommunications or video surveillance services produced by such entities or using such
equipment.
(4) Telecommunications or video surveillance equipment or services produced or provided by
an entity that the Secretary of Defense, in consultation with the Director of the National
Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an
entity owned or controlled by, or otherwise connected to, the government of a covered foreign
vountryDomestic Preferences for Procurements/Subcontracts -- Contractor will comply, and all its
contractors (or subrecipients) will comply, with all requirements under Uniform Guidance 2 CFR
§200.322.
Contractor shall comply with the federal and recipient standards in the award of any subcontracts.
For purposes of this Agreement, subcontracts shall include but not be limited to purchase
agreements, rental or lease agreements, third party agreements, consultant service contracts and
construction subcontracts.
Contractor shall ensure that the terms of this Agreement with the CITY are incorporated into all
Subcontractor Agreements, The Contractor shall submit all Subcontractor Agreements to the CITY
for review prior to the release of any funds to the subcontractor. The Contractor shall withhold
funds to any subcontractor agency that fails to comply with the terms and conditions of this
Agreement and their respective Subcontractor Agreement.
(1) Recovered Materials
Contractor shall make maximum use of products containing recovered materials that are EPA -
designated items unless the product cannot be acquired competitively within a timeframe
providing for compliance with the contract performance schedule; Meeting contract performance
requirements; or at a reasonable price.
Information about this requirement, along with the list of EPA -designated items, is available at
EPA's Comprehensive Procurement Guidelines webpage:
https://www.epa.gov/smm/comprehensive procurement-guideline-cpg-program.
The Contractor also agrees to comply with all other applicable requirements of Section 6002 of
the Solid Waste Disposal Act.
(2) Domestic Preference for Procurements
Contractor should, to the greatest extent practicable, provide a preference for the purchase,
acquisition, or use of goods, products, or materials produced in the United States. This includes,
but is not limited to iron, aluminum, steel, cement, and other manufactured products.
For purposes of this clause:
Produced in the United States means, for iron and steel products, that all manufacturing processes,
from the initial melting stage through the application of coatings, occurred in the United States.
Manufactured products mean items and construction materials composed in whole or in part of
non-ferrous metals such as aluminum; plastics and polymer -based products such as polyvinyl
chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.
W. Termination for Cause and Convenience — Should Contractor fail for any reason to comply
with the contractual obligations of this agreement within the time specified by this Agreement, the
CITY reserves the right to terminate the Agreement, reserving all rights under state and federal
law.
X. Contractual/Legal Remedies for Breach of Contract— Should Contractor fail for any reason
to comply with the contractual obligations of this Agreement and/or willfully, knowingly or
negligently breach any term, condition or requirement of the agreement, City may impose
sanctions including but not limited to damages (liquidated damages and or penalties) and /or any
other remedy available pursuant to the Agreement of the laws then in effect.
22. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City:
City Cleric
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-21)
P.O. Box 1988
Santa Ana, California 92702
To Contractor:
IDS Group
1 Peters Canyon Rd., Suite 130
Irvine, CA 92606
Attn: Dr. Said Hilmy
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.
23. 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. AlI Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
[Signatures on following page]
IN WITNESS WHEREOF, the pat -ties hereto have executed this Agreement the date and year first
above written.
ATTEST:
rm
APPROVED-XS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
KYLENELLESEN
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Digitally signed by
Nalil Saba
Na bil SabaDate; 2025.,,.29
13:43:17 -08'00'
NABIL SABA
Executive Director, Public Works Agency
CITY OF SANTA ANA
*O% INA
Minh Thai
Assistant City Manager
CONTRACTOR:
By: Said Hilmy
"f'itle: Principal
Appendix
ATTACHMENT 1.
SCOPE OF WORK
CITY OF SANTA ANA
REQUEST FOR PROPOSALS
FOR
Santa Ana Downtown Parking Structure Improvements
RFP NO. 24-100A
The City of Santa Ana is accepting proposals from qualified firms to provide design
services for three Downtown Santa Ana Structures. Since being built in the 1980s, three of the city's
parking Structures continue to operate in their original conditions. Therefore, a strong desire exists to
modernize the facilities by upgrading signage, lighting, parking and structural deficiencies. Scope of
work shall include, but is not limited to, preparation of construction plans and specifications, preparation
of cost estimate, support during bid advertisement, and assistance during construction. Scope will also
include coordination, reviews, permitting, and approvals from internal CSA agencies. Proposers must
attend mandatory job walk, which shall be held at all three locations.
• Fiesta Parking Structure (300 E. 5th Street, Santa Ana, CA 9270 1)
• Garage C Parking Structure (310 Birch Street, Santa Ana, CA 92701)
• Garage D Parking Structure (420 N Main Street, Santa Ana, Ca 9270 1)
All of the parking structures need several modernization improvements, a generalized description for
consideration are as follows:
• As -built plans of all the parking structures.
• Lighting Improvements — assess Current lighting fixtures and their efficiency. Add lighting to
some signs and/or improve existing timers.
• Signage Upgrades —evaluate existing signage for clarity, visibility and compliance with local
regulations.
• Parking Stall Enhancements — repaint parking stall lines and numbers. Replace missing or
damaged wheel stops.
• Remove unused fire hose boxes.
• Re -stripe parking lanes and add "compact" sign for small parking spaces.
• Painting and patching improvements to exterior and interior areas of need
• Remove or repair pedestrian doors.
• CASP report
• Low cost landscape recommendations/improvements
City of Santa Ana RFP 24-1 OOA
Page Al-1
Alongside with the general improvernents listed above, Fiesta Parking Structure requires:
• Improve neon light fixture 'Downtown Santa Ana"
• Exterior and interior concrete patch work where needed
• Option to color parking structure pillars to its' corresponding floor
• Stair improvernents (add reflective grip and paint where needed)
• Removal of unused planters, cabling and fencing
• Design and install lighting along NE wall on Bush St for future murals
• Elevator Modernization - evaluate condition and performance of an existing elevator in need of
repair.
Alongside with the general improvernents listed above, 5"' and Main Parking Structure requires:
• Install of missing tension cables outside of exterior rails
• Add lighting alongside N Main St below 'DTSA' sign for future Murals
• Elevator Modernization - evaluate condition and performance of an existing elevator in need of
repair.
Alongside with the general improvements listed above, 3 rd and Birch Parking Structure requires:
• Public parking sign replacement
City of Santa Ana RFP 24-1 OOA
Page A1-2
CONSULTANT SERVICES
Consultant shall be responsible for the preparation and submittal of the PS&E package through
completion with the approval from City to release for construction. This shall include, but not
limited to, survey, geotechnical investigation, civil engineering, landscape, hardscape and
irrigation design and electrical engineering. Any additional tasks deemed necessary by the
Consultant shall beclearly identified inthe proposal.
AL PROJECT COORDINATION. The consultant shall be fully responsible for overall
management and coordination of the project, which may include but is not limited to,
project development team meetings, liaison with affected agencies, community
outreach and utility companies. |naddition, Consultant shall also prepare progress
reports, schedule, secure permits for all field studies and any other required permits
from other agencies.
B. RECORDS RESEARCH. The consultant shall research all information pertinent to the
project including, but not limited to, existing field condition, as -built plans and record
drawings, right-mf-vvaydata and all future improvement plans adjacent tonraffecting
the project site, The selected consultant shall identify all existing and proposed facilities
within the projects limits and note any potential conflicts.
C. PRELIMINARY DESIGN. The consultant shall organize a kick-off meeting with City staff to
discuss the conceptual design plan, project goals and objectives, potential elements and
issues, project schedule, review of existing information, and conduction of site
investigation. City staff shall be provided with final rendered conceptual site plan
of the proposed park, final 3-D rendered conceptual exhibits, and a final schedule prior
tothe consultant beginning work onthe PSQkEpackage.
D. SITE PLAN REVIEW. For large projects, the consultant shall be prepared to submit the
project to the Planning Department for Site Plan Review by the Design Review
Committee at the 30% stage. Site Plan Review submittal requirements can be found
onthe City nfSanta Ana vvebmiteat
E. UTILITY COORDINATION. The Consultant shall beresponsible for all utility
coordination efforts, including but not limited to; coordination with Edison for any
electrical service connections, and water service connections for irrigation and water
fountains.
City of Santa Ana RFP 24-1 OOA
PageA1-3
F. CIVIL ENGINEERING PLANS. The consultant shall beresponsible for the preparation of
any civil engineering plans required for this project induding,butnut|imoitedto,the
fn||ovxin@C Horizontal and Vertical Control plan, On -site Grading and Drainage plan, Site
Utility Plan, and plans to include improvements in the public right'uf'vvay,asapplicable.
G. LANDSCAPE AND IRRIGATION PLANS. The consultant shall beresponsible for
the preparation ofany landscape architectural plans required for this project induding,
but not limited to, the following; Site Layout/Construction Plans and Details including
all architectural feature components identified in the introduction portion of this RFP,
Site Sections (as applicable), and Planting and Irrigation (plans, Details, Notes,
H. ARCHITECTURAL PLANS. The consultant shall be responsible for the preparation of any
architectural plans required for this project including, but not limited to, Foundation
Plan, Floor Plan, Framing Plan, Reflected Ceiling Plan, Door/Window/Hardware/Finish
Schedules, Building Sections, Interior and Exterior Elevations, Architectural Detailing,
Structural Engineering, ADACompliance.
MECHANICAL/ELECTRICAL/PLUMBING (MEP) PLANS. The consultant shall be
responsible forthe preparation of any MEP electrical plans required for this project
including HVACsystenn, electrical site & floor plans, location of panels, amitchgear,
meters, schedules, details, photometric analyses, and general notes.
J. PERMITTING. The consultant shall be responsible for identifying and applying for any
necessary permits. All permit requirements shall be included in the bid package for the
project, as applicable.
K. PLANS, SPECIFICATIONS AND ESTIMATES /PS&E\
o Development ofPlans, Specifications and Estimate (PS6tB):
a) All reports, plans, specifications and quantity calculations shall conform tocriteria, policies, procedures
and standards of the City. The Cuooukuot obul| use the boilerplate for cut sheets, specifications and
estimates provided bvthe City.
b) The p\mo development shall include three (3) milestone deliverables-- 0Y4, 60%, qU% (pre-final)and
100% (final). All plan sheets shall be prepared at a reasonable standard scale to be noted on plans. The
ncocxyury plans for each PSJ&E package shall include, but are not be limited to:
TmmkJ/
Preliminary design phase shall include Kick-off meeting with City Staff todiscuss scope oil'*nrk
project goals and objectives, potential elements and issues, schedule.
Task 2: Design Development (60% plans)
Design development phase will involve development of plans based upon Task linformation and
City of Santa Ana FZFP 24-1 OOA
Deliverables from this task shall include a 60% set of plans, draft Outline specification and
"Opinion of Probable Cost.
Task 3: Construction Documents (90% and 100% plans)
Construction Documents phase (CDs) shall include finalizing plans and specifications from the Design
Development phase. This includes the provision of detailed engineering and construction drawings
that will serve as the basis for both bidding and construction by a general contractor.
Deliverables from this task shall include 90% and 100% plans, final technical specifications, and a
finalized "Opinion of Probable Cost".
Plans shall include, but are not limited to the following:
* Title Sheet
* Civil Engineering
o Site Utility Plan
* Landscape Architectural
o Site Layout/Construction Plans And Details (including plumbing)
o Site Sections, as applicable
o Planting Plans/Details/Notes
o Irrigation Plans/'Details/Calculations/Notes
Architectural
o Construction Plans
o Signage Plans
o Reflected Ceiling Plans
o Mechanical and Plumbing Plans/T-24
o Electrical Plans, as applicable
o Entire Building Floor Plan
o Interior Elevations, as required
o Building Sections, as required
o Architectural Details, as required ADA Path of Travel design and/or signage Plan
Mechanical Engineering & Plumbing
Electrical Engineering
o Single line diagram
o Location of panels, switchgear, meters
o Schedules
o General Notes
o Details
Plans shall be submitted at 90% completion for City staff review, and revised per City comments to
produce a 100% complete construction drawing package. It is imperative that the consultant exercise
care and completeness when implementing plan check comments, to keep project moving more as
expeditiously as possible. The City will then conduct one more cursory review prior to obtaining all
final approvals and signatures.
Technical Specifications
Technical specifications for all components listed above shall be provided by Consultant, or their
SUbconSUltants, to the City in CSI (Construction Specifications Institute) format. City Staff will
combine these specifications with the City Boiler Plate which together, will become the Project
Manual.
City of Santa Ana RFP 24-1 OOA
Page Al-5
Plan Check & Perinits:
Construction drawings shall be in accordance with the 2019 California Building Code and will require
review/approval by the City Planning and Building Agency.
As a condition of plan check approval, plans, specifications and Structural calculations must be signed by a California
licensed architect / landscape architect /civil engineer/structural engineer as appropriate. Additionally, the architect
will be encouraged to identify their historic consultant to address questions and concerns related to the historical
preservation of the building. Plans shall be organized so that they call be segregated cleanly for distribution to the
various plan checking entities.
The Public Works Agency Project Manager will coordinate the submittal and review process. Once complete, the
consultant will revise the Contract Documents
Final Opinion of Probable Cost
Consultant shall provide updated opinion of probable construction cost which shall reflect finalized plans, materials,
systems, details of construction, and known or anticipated changes in the bidding market relative to the project.
Should project scope exceed available budget, project plans/specifications will be phased as appropriate.
Task 3: BNA&lertisement, Construction Administration, ReeordDrawingV:
BiclAdvertisemeni
Bidding procedures will be the responsibility of the City. While the PS&E construction package is advertising for
bids, all questions concerning the intent shall be referred to the City for resolution. In the event that any item requiring
interpretation in the drawings or specifications is discovered during the bidding period, said items shall be analyzed
by the Consultant for decision by the City. Consultant shall provide support to the City during the Bidding phase by
assisting with questions, requests for info rmation/clarificati on, or conflicts arising Out of the bidding process.
Consultant shall also attend pre -bid meeting, if scheduled.
Construction Administration
Consultant shall provide support to the City during the Construction Administration phase by assisting with questions,
requests for information/clarification, and/or reviewing Submittals. Consultant shall review and approve all
submittals and shop plan drawings required to support the construction contract. Consultant shall complete shop
drawings reviews within two (2) weeks of receipt. Contract Change Order reviews shall be completed within two (2)
working days of receipt. Consultant shall be available as requested by the City to resolve discrepancies in the contract
documents. Consultant shall bring to the attention of the City any defects or deficiencies in the work by the
construction contractor which the Consultant may observe. Consultant shall have no authority to issue instruction on
behalf of the City, or to deputize another to do so.
Record Drawings ljs-built Plans:
Upon construction completion, consultant shall incorporate as -built information, as provided by the General
Contractor, into the drawing files to provide record drawings for City at•ch.ives. The Consultant shall prepare and
deliver to the City the final as -built plans incorporating field marked prints supplied by the City. Upon completion
of construction, the City will submit field -marked prints to Consultant. Consultant shall incorporate all changes
to the plans electronically with all necessary revision notations and submit to the City.
City of Santa Ana RFP 24-1 OOA
Page Al-6
Fee Proposal:
In addition to (SUbmittal Requirements: Fee Proposal) fee schedule shall be structured to correspond to the above
mentioned tasks as follows:
Task 1: Design Development
Task 2: Construction Documents
Task 3: Bid Advertisement, Construction Administration, Record Drawings
Total Fee:
Fee schedule for each task should include an hourly breakdown that corresponds to the task total
Project Files:
Consultant shall provide review sets in pdf format. Final plans shall be provided in
AUtOCAD or Microstation format
CITY RESPONSIBILITIES:
The City will provide information in its possession relevant to the preparation of the
required information in the RFP. The City will provide only the staff assistance and the
documentation specifically in referred to herein.
• Provision of available plans and existing documentation on file,
• Provision of electronic design file with City title block and title sheet (24" x 36")
• Provision of standard City boilerplate specifications.
• Provide access to existing building, as requested by Consultant.
• Furnish scope of work and provide general direction as needed for the assigned project.
• All plan check coordination within the City
• Facilitate meeting space and coordination and City facilities
CONSULTANT RESPONSIBILITIES:
- All work as described Linder Consultant Services (Section A-K), General Requirements and
Payment & Invoicing.
• Provide Bonds and Insurance as outlined in Attachment of this UP.
• Submit renewal of Certificate of Insurance 30 days before expiring.
• Ensure Certificate of Insurance is current when submitting invoice
City of Santa Ana RFP 24-1 OOA
Page Al -7
(D Fee Proposal EXHIBIT B - FEE PROPOSAL
vase
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9
.AAIDSGROUP
M / ♦Mourly
Kate
Principal
$234
Associate Principal
$220
Senior Project Manager I Associate
$21 1
Senior Planner
$21 1
QA/QC Manager
$211
Registered Architect I Engineer
$197
Project Manager
$197
Senior Architect I Engineer
$185
Senior Cost Estimator
....._.v,..,
$175
Project Architect j Engineer
$175
Senior Designer
$170 _.._._.
Design Architect j Engineer
_............... ....... ......w..
$160
Specifications Writer
$160
Engineering Designer (RIM)
_.
$139
Architectural Job Captain j Designer
_....,_.r_. $132
CAD Drafting Engineer I Architect
$1 18
Office Administration
$73
Survey Manager
$250 _
Project Surveyor
_._._.._
$190
2-Man Survey Crew
$350
1-Man Survey Crew
$225
Expenses such as, but not limited to plan check fees, permits inspections, testing services, title company
fees, special delivery charges, plotting/presentation boards, maps, aerial photographs, and reprographics /
illustrations that may be required for community or other stakeholder presentations, shall be billed to the
owner at Consultant's direct cost plus 5%.
Rolmv
EXHIBIT C - FEDERAL REGULATIONS
HUD-4010 U.S. Department of Housing and Urban Development
Federal Labor Standards Provisions Office of Davis -Bacon and Labor Standards
A. APPLICABILITY
The Project or Program to which the construction work covered by this Contract pertains is being assisted by the United States
of America, and the following Federal Labor Standards Provisions are included in this Contract pursuant to the provisions
applicable to such Federal assistance.
(1) MINIMUM WAGES
(i) All laborers and mechanics employed or working upon the site of the work will be paid unconditionally and not less
often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions
as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR Part 3)), the full
amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment, computed at
rates not less than those contained in the wage determination of the Secretary of Labor (which is attached hereto and
made a part hereof), regardless of any contractual relationship which may be alleged to exist between the contractor
and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits
under Section 1(b)(2) of the Davis -Bacon Act on behalf of laborers or mechanics are considered wages paid to such
laborers or mechanics, subject to the provisions of 29 CFR 5.5(a)(1)(iv); also, regular contributions made or costs
incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs, which
cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period.
Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination
for the classification of work actually performed, without regard to skill, except as provided in 29 CFR 5.5(a)(4).
Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for
each classification for the time actually worked therein: Provided, that the employer's payroll records accurately set
forth the time spent in each classification in which work is performed. The wage determination (including any
additional classification and wage rates conformed under 29 CFR 5.5{a){1){ll) and the Davis -Bacon poster (WH1321))
shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and
accessible place, where it can be easily seen by the workers.
(ii) Additional Classifications.
(A) Any class of laborers or mechanics which is not listed in the wage determination and which is to be employed
under the contract shall be classified in conformance with the wage determination. HUD shall approve an
additional classification and wage rate and fringe benefits therefor only when the following criteria have been met:
(1) The work to be performed by the classification requested is not performed by a classification in the wage
determination;
(2) The classification is utilized in the area by the construction industry; and
(3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage
rates contained in the wage determination.
(B) If the contractor, the laborers and mechanics to be employed in the classification (if known), or their
representatives, and HUD or its designee agree on the proposed classification and wage rate (including the amount
designated for fringe benefits, where appropriate), a report of the action taken shall be sent by HUD or its
designee to the Administrator of the Wage and Hour Division ("Administrator"), Employment Standards
Administration, U.S. Department of Labor, Washington, D.C. 20210. The Administrator, or an authorized
representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt
and so advise HUD or its designee or will notify HUD or its designee within the 30-day period that additional time is
necessary. (Approved by the Office of Management and Budget ("OMB") under OMB control number 1235-0023.)
(C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives,
or HUD or Its designee do not agree on the proposed classification and wage rate (including the amount
designated for fringe benefits, where appropriate), HUD or its designee shall refer the questions, including the
views of all interested parties and the recommendation of HUD or its designee, to the Administrator for
determination. The Administrator, or an authorized representative, will issue a determination within 30 days of
receipt and so advise HUD or its designee or will notify HUD or its designee within the 30-day period that
additional time is necessary. (Approved by the Office of Management and Budget under OMB Control Number
1235-0023.)
HUD-4010 (06/2022)
Previous editions are obsolete, Page 1 of 5 ref. Handbook 1344.1
(D) The wage rate (including fringe benefits, where appropriate) determined pursuant to subparagraphs (1)(11)(B) or (C)
of this paragraph, shall be paid to all workers performing work in the classification under this Contract from the
first day on which work is performed in the classification.
(ill) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe
benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage
determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof.
(iv) If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the
wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits
under a plan or program, Provided, that the Secretary of Labor has found, upon the written request of the contractor,
that the applicable standards of the Davis -Bacon Act have been met. The Secretary of Labor may require the contractor
to set aside in a separate account assets for the meeting of obligations under the plan or program. (Approved by the
Office of Management and Budget under OMB Control Number 1235-0023.)
(2) Withholding. HUD or its designee shall, upon its own action or upon written request of an authorized representative of the
U.S. Department of Labor, withhold or cause to be withheld from the contractor under this contract or any other Federal
contract with the same prime contractor, or any other Federally -assisted contract subject to Davis -Bacon prevailing wage
requirements which is held by the same prime contractor, so much of the accrued payments or advances as may be
considered necessary to pay laborers and mechanics, including apprentices, trainees and helpers, employed by the
contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer
or mechanic, including any apprentice, trainee or helper, employed or working on the site of the work, all or part of the
wages required by the contract, HUD or its designee may, after written notice to the contractor, sponsor, applicant, or
owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of
funds until such violations have ceased. HUD or its designee may, after written notice to the contractor, disburse such
amounts withheld for and on account of the contractor or subcontractor to the respective employees to whom they are
due. The U.S. Department of Labor shall make such disbursements in the case of direct Davis -Bacon Act contracts.
(3) Payrolls and basic records.
Maintaining Payroll Records. Payrolls and basic records relating thereto shall be maintained by the contractor during
the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at
the site of the work. Such records shall contain the name, address, and social security number of each such worker, his
or her correct classif[cation (s), hourly rates of wages paid (including rates of contributions or costs anticipated for bona
fide fringe benefits or cash equivalents thereof of the types described in Section 1(b)(2)(B) of the Davis -Bacon Act),
daily and weekly number of hours worked, deductions made, and actual wages paid.
Whenever the Secretary of Labor has found, under 29 CFR 5.5(a)(1)(Iv), that the wages of any laborer or mechanic
include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in
Section 1(b)(2)(B) of the Davis -Bacon Act, the contractor shall maintain records which show that the commitment to
provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program
has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated
or the actual cost incurred in providing such benefits.
Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the
registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and
trainees, and the ratios and wage rates prescribed in the applicable programs. (Approved by the Office of Management
and Budget under OMB Control Numbers 1235-0023 and 1215-0018)
(ii) Certified Payroll Reports.
(A) The contractor shall submit weekly, for each week in which any contract work is performed, a copy of all payrolls
to HUD or its designee if the agency is a party to the contract, but if the agency is not such a party, the contractor
will submit the payrolls to the applicant sponsor, or owner, as the case may be, for transmission to HUD or its
designee. The payrolls submitted shall set out accurately and completely all of the information required to be
maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be
included on weekly transmittals. Instead, the payrolls only need to include an individually identifying number for
each employee (e.g., the last four digits of the employee's social security number). The required weekly payroll
information may be submitted in any form desired. Optional Form WH-347 is available for this purpose from the
Wage and Hour Division Web site at https://www.dol.gov/agencies/whd/forms or its successor site. The prime
contractor is responsible for the submission of copies of payrolls by all subcontractors.
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Contractors and subcontractors shall maintain the full social security number and current address of each covered
worker, and shall provide them upon request to HUD or its designee If the agency is a party to the contract, but if
the agency is not such a party, the contractor will submit the payrolls to the applicant sponsor, or owner, as the
case may be, for transmission to HUD or its designee, the contractor, or the Wage and Hour Division of the U.S.
Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It
is not a violation of this subparagraph for a prime contractor to require a subcontractor to provide addresses and
social security numbers to the prime contractor for its own records, without weekly submission to HUD or its
designee. (Approved by the Office of Management and Budget under OMB Control Number 1235-0008.)
(B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor or
subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract
and shall certify the following:
(1) That the payroll for the payroll period contains the information required to be provided under 29 CFR
5.5(a)(3)(ii), the appropriate information is being maintained under 29 CFR 5.5(a)(3)(1), and that such
information is correct and complete;
(2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract
during the payroll period has been paid the full weekly wages earned, without rebate, either directly or
indirectly, and that no deductions have been made either directly or Indirectly from the full wages earned,
other than permissible deductions as set forth in 29 CFR Part 3;
(3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or
cash equivalents for the classification of work performed, as specified in the applicable wage determination
incorporated into the contract; and
(C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347
shall satisfy the requirement for submission of the "Statement of Compliance" required by subparagraph
(a)(3)(H)(b).
(D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal
prosecution under Section 1001 of Title 18 and Section 3729 of Title 31 of the United States Code.
(iii) The contractor or subcontractor shall make the records required under subparagraph (a)(3)(11) available for inspection,
copying, or transcription by authorized representatives of HUD or its designee or the U.S. Department of Labor, and
shall permit such representatives to interview employees during working hours on the job. If the contractor or
subcontractor falls to submit the required records or to make them available, HUD or its designee may, after written
notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of
any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon
request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12.
(4) Apprentices and Trainees.
(i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed
when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with
the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer
and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or
her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not
individually registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer
and Labor Services, or a State Apprenticeship Agency (where appropriate), to be eligible for probationary employment
as an apprentice.
The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the
ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a
payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less
than the applicable wage rate on the wage determination for the classification of work actually performed. In addition,
any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be
paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a
contractor is performing construction on a project in a locality other than that in which its program is registered, the
ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or
subcontractor's registered program shall be observed.
Every apprentice must be paid at not less than the rate specified in the registered program far the apprentice's level of
progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination.
Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program.
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Previous editions are obsolete. Page 3 of 5 ref. Handbook 1344.1
If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe
benefits listed on the wage determination for the applicable classification. If the Administrator determines that a
different practice prevails for the applicable apprentice classification, fringe benefits shall be paid In accordance with
that determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a State
Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the contractor will
no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed
until an acceptable program is approved.
(II) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate
for the work performed, unless they are employed pursuant to and individually registered in a program which has
received prior approval, evidenced by formal certification by the U,S. Department of Labor, Employment and Training
Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan
approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate
specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman
hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with
the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid
the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour
Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate
on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the
payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and
Training Administration shall be paid not less than the applicable wage rate on the wage determination for the work
actually performed.
In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program
shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the
event the Employment and Training Administration withdraws approval of a training program, the contractor will no
longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an
acceptable program is approved.
(iii) Equal employment opportunity. The utilization of apprentices, trainees, and journeymen under 29 CFR Part 5 shall be
In conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29
CFR Part 30.
(5) Compliance with Copeland Act requirements. The contractor shall comply with the requirements of 29 CFR Part 3, which
are incorporated by reference in this Contract.
(6) Subcontracts. The contractor or subcontractor will insert in any subcontracts the clauses contained in subparagraphs (1)
through (11) in this paragraph (a) and such other clauses as HUD or its designee may, by appropriate instructions, require,
and a copy of the applicable prevailing wage decision, and also a clause requiring the subcontractors to include these
clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or
lower tier subcontractor with all the contract clauses in this paragraph.
(7) Contract termination; debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the
contract and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12,
(8) Compliance with Davis -Bacon and Related Act Requirements. All rulings and interpretations of the Davis -Bacon and
Related Acts contained in 29 CFR Parts 1, 3, and 5 are herein incorporated by reference in this Contract.
(9) Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this Contract shall not be
subject to the general disputes clause of this Contract. Such disputes shall be resolved in accordance with the procedures of
the U.S. Department of Labor set forth in 29 CFR Parts 5, 6, and 7. Disputes within the meaning of this clause include
disputes between the contractor (or any of its subcontractors) and HUD or its designee, the U.S. Department of Labor, or
the employees or their representatives.
(10) Certification of Eligibility.
(1) By entering into this Contract, the contractor certifies that neither It (nor he or she) nor any person or firm who has an
interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of Section
3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1) or to be awarded HUD contracts or participate in HUD programs
pursuant to 24 CFR Part 24.
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Previous editions are obsolete. Page 4 of 5 ref. Handbook 1344.1
(11) No part of this Contract shall be subcontracted to any person or firm ineligible for award of a Government contract by
virtue of Section 3(a) of the Davis -Bacon Actor 29 CFR 5.12(a)(1) or to be awarded HUD contracts or participate in HUD
programs pursuant to 24 CFR Part 24.
(iii) Anyone who knowingly makes, presents, or submits a false, fictitious, or fraudulent statement, representation or
certification is subject to criminal, civil and/or administrative sanctions, including fines, penalties, and imprisonment
(e.g., 18 U.S.C. §§ 287, 1001,1010, 1012; 31 U.S.C. §§ 3729, 3802.
(11) Complaints, Proceedings, or Testimony by Employees. No laborer or mechanic, to whom the wage, salary, or other labor
standards provisions of this Contract are applicable, shall be discharged or In any other manner discriminated against by the
contractor or any subcontractor because such employee has filed any complaint or instituted or caused to be instituted any
proceeding or has testified or is about to testify in any proceeding under or relating to the labor standards applicable under
this Contract to his employer.
B. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT
The provisions of this paragraph (b) are applicable where the amount of the prime contract exceeds $100,000. As used in this
paragraph, the terms "laborers" and "mechanics" include watchmen and guards.
(1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work, which may require
or involve the employment of laborers or mechanics, shall require or permit any such laborer or mechanic In any workweek
in which the individual is employed on such work to work in excess of 40 hours in such workweek, unless such laborer or
mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in
excess of 40 hours in such workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in
subparagraph B(1) of this paragraph, the contractor, and any subcontractor responsible therefor, shall be liable for the
unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done
under contract for the District of Columbia or a territory, to such District or to such territory) for liquidated damages. Such
liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and
guards, employed in violation of the clause set forth in subparagraph B(1) of this paragraph, in the sum set by the U.S.
Department of Labor at 29 CFR 5.5(b)(2) for each calendar day on which such individual was required or permitted to work
in excess of the standard workweek of 40 hours without payment of the overtime wages required by the clause set forth in
subparagraph B(1) of this paragraph. In accordance with the Federal Civil Penalties Inflation Adjustment Act of 1990 (28
U.S.C. § 2461 Note), the DOL adjusts this civil monetary penalty for inflation no later than January 15 each year.
(3) Withholding for unpaid wages and liquidated damages. HUD or its designee shall, upon its own action or upon written
request of an authorized representative of the U.S. Department of Labor, withhold or cause to be withheld from any
moneys payable on account of work performed by the contractor or subcontractor under any such contract, or any other
Federal contract with the same prime contract, or any other Federally -assisted contract subject to the Contract Work Hours
and Safety Standards Act which is held by the same prime contractor, such sums as may be determined to be necessary to
satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages, as provided in the
clause set forth in subparagraph B(2) of this paragraph.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in subparagraph B(1)
through (4) of this paragraph and also a clause requiring the subcontractors to include these clauses in any lower tier
subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor
with the clauses set forth in subparagraphs B(1) through (4) of this paragraph.
C. HEALTH AND SAFETY
The provisions of this paragraph (c) are applicable where the amount of the prime contract exceeds $100,000.
(1) No laborer or mechanic shall be required to work in surroundings or under working conditions which are unsanitary,
hazardous, or dangerous to his or her health and safety, as determined under construction safety and health standards
promulgated by the Secretary of Labor by regulation.
(2) The contractor shall comply with all regulations issued by the Secretary of Labor pursuant to 29 CFR Part 1926 and failure to
comply may result in imposition of sanctions pursuant to the Contract Work Hours and Safety Standards Act, (Public Law
91-54, 83 Stat 96), 40 U.S.C. § 3701 et seq.
(3) The contractor shall include the provisions of this paragraph in every subcontract, so that such provisions will be binding on
each subcontractor. The contractor shall take such action with respect to any subcontractor as the Secretary of Housing and
Urban Development or the Secretary of Labor shall direct as a means of enforcing such provisions.
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Previous editions are obsolete. Page 5 of 5 ref. Handbook 1344.1
EXHIBIT 1
City of Santa Ana
Section 3 Contract Clause
These Clauses are to be inserted in all contracts
A. The work to be performed under this contract number by and between the City of
Santa Aria, hereinafter referred to as "City" and hereinafter referred to as
"Contractor', is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as
amended 12 U,S,C. 170lu (section 3). The purpose of Section 3 is to ensure that employment and other
economic opportunities generated HUD assistance or RUD-assisted projects covered by Section 3, shall, to the
greatest extent feasible, be directed to low -and very low-income persons,
B. The parties to this contract agree to comply with HUD's regulations in 24 CFR Part 135, which implement
Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under
no contractual or other constraint that would prevent them from complying with the Part 135 regulations.
C. The contractor agrees to send to each labor organization or representative of workers with which the Contractor
has an agreement or other understanding, if any; a notice advising the labor organization or workers'
representative of the Contractor's commitments under this Section 3 clause, .and will post copies of the notice. in
conspicuous places at the work site where both employees and applicants for training and employment positions
can see the notice, The notice shall describe the Section 3 preference, shall set forth minimum number and job
titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the
name .and location of the person(s) taking applications for each of the positions; and the anticipated date the work
shall begin.
D. The Contractor agrees to include a Section 3 clause in every subcontract subject to compliance with regulations
in 24 CFR Part 135, and agrees to take appropriate action:, upon a finding that the subcontractor is in violation of
the .regulations in 24 CFR part 135. The Contractor will not subcontract with any subcontractor where the
Contractor has notice or knowledge that the subcontractor has beenfound in violation of the regulations in 24
CFR Part 135.
B. The Contractor will certify that any vacant employment positions, including training positions, that are filled (1)
after the. Contractor is selected but before the contract is executed, and (.2) with persons other than those to
whom the regulations of 24 CFR part 135 require employment opportunities to be directed, were not to
circumvent the Contractor's obligations under 24 CFR part 135.
F. Noncompliance with regulations in 24 CFR. Part 135 may result in sanctions, termination of this contract for
default, and debarment or suspension frorn Riture I -IUD assisted projects.
The Contractor by this signature affixed hereto declares under penalty of perjury: Contractor has read City
requirements and accepts all its requirements contained therein for all of his/her operations within the City of Santa
Ana.
Signature of Contractor Print Name and Title Date
Contractor License Number &c Designation Federal DUNS Number
Federal labor Standards Provisions U.S. Department of Housing
and Urban Development
Office of Labor Relations
Applicability
The Project or Program to which the construction work
covered by this contract pertains Is being assisted by the
United States of America and the following Federal Labor
Standards Provisions are Included In this Contract
pursuant to the provisions applicable to such Federal
assistance.
A, 1. (1) Minimum Wages. All laborers and mechanics
employed or working upon the site of the work, will be pald
unconditionally and not less often than once a week, and
without subsequent deduction or rebate on any account(
except such payroll deductions as are permitted byr
egulatlons issued by the Secretary of Labor under theC
opeland Act (29 CFR Part 3). the full amount of wages
and bona fide fringe benefits (or cash equivalents thereof)
due at time of payment computed at rates not less thant
hose contained in the wage determination of they
ecretary of Labor which Is attached hereto and made a
part hereof, regardless of any contractual relationship
Which may be alleged to exist between the contractor and
such laborers and mechanics_ Contr€butlons made or
costs reasonably anticipated for bona fide fringe benefits
under Section 11(b)(2) of the Davis -Bacon Act on behalf oft
aborers or mechanics are considered wages paid to such
laborers or mechanics, subject to the provisions of 29 CFIR
also, regular contributions made or costs
incurred for more than a weekly perlof (but not less oftent
han quarterly) under plans, funds, or programs, whiche
over the particular weekly perlof, are deemed to b.ec
onstructively made or Incurred during .such weekly perlof.
Such laborers and mechanics shall be paid the appropriate
wage rate and fringe benefits on the wage determinstlonf
or the classification of work actually performed; withoutr
egard to skill, except as provided in 29 CFR 5,5(a)(4).
Laborers or mechanics performing work In more than one
classification may be compensated at the rate speci:fled for
each classtf€cat€o.n for the time actually worked thereln:
Provided, That the employer's payroll records accurately
set forth the time spent in each Classification in which
work Is performed. The wage determination (including any
additlonal classification and wage rates conformed under
29 CFR 5.5(a)(1){ii) and the Davis -Bacon poster (WH-
1321) shall be posted at all times by the contractor and its
subcontractors at the site of the work In a prominent and
accessible, place where It can be easily seen by the
workers.
(11) (a) Any class of laborers or mechanics which is notl
isted in the wage determinatlon and which Is to be
employed under the contract shall be classified In
conformance. with the wage determination. HUD shall
approve an additional classification and wage rate andf
rings benefits therefor only when the following criteria
have been :net:
(1) The work to .be performed by the ciassifirationr
equested Is not performed by a classification In the wage
determination; and
(2) The classification is utilized in the area by the
construction Industry; and
(3) The proposed wage rate, including any bona fidef
ringe benefits., bears a reasonable. relationship to thew
age rates contained in the wage determination.
(h) If the contractor and the laborers and mechanics to be
employed in the classification (if known), or their
representatives, and HUD or Its designee agree on the
classification and wage rate (including the arnau.nt
designated for fringe benefits where appropriate), a report
of the action taken shall be sent by HUD or Its designee to
the Admfn.lstrator of the Wage and dour Division,
Employment Standards Administration, U.S. Department of
Labor, Washington., D.G. 20210. The Administrator, or an
authorized representative, will approve, m.ofify, or
disapprove every additional classification action within 30
days of receipt and so advise HUD or Its designee .or will
notify HUD or Its deslgnoo within the 30-day period that
additional time is necessary. (Approved by the Office of
Management and Budget under OMB control number 1215
0140.)
(:9) In the event the contractor., the laborers or mechanics
to be employed in the clas:sificatlon or their
representatives, and HUD or its designee do not agree ont
he proposed classification and wage rate (inoluding the
amount designated for fringe benefits, where appropriate).,
HUD or Its designee shall refer the questions, in'cludingt
he views of all interested parties and the recommendation
of HUD or Its designee,, to the Administrator for
determination. The Administrator, .or an authoriaedr
epresentative, will issue a determination within 30 days ofr
eccept and so advise HUD or Its designee or will notify
HUD or Its designee within the 30-day period that
additional time is necessary, (Approved by the Office of
Management and Budget under OMB Control Number
1215-0140..)
(d) The wage rate (including fringe benefits where
appropriate) determined pursuant to subparagraphs(
1)(.11)(b.) or (c) of this paragraph, shall be paid to all
workers performing work In the classification under this
contract from the first day an which work is performed In
the classification.
(ill) Whenever the min€mum wags rate prescribed in the
contract for a class of laborers or mechanics includes a
fringe benefit which is not expressed as an hourly rate, the
contractor shall either pay the benefit as stated in the
wage determination or shall pay another bona fide fringe
benefit or an hourly cash equivalent thereof.
(iv) If the contractor does not make payments to a trustee
or other third person, the contractor may consider as part
form HUD-010 (0612000)
Prevlous editions are obsolete Page 1 of 5 ref. Handbook 1344.1
of the wages of any laborer or mechanic the amount of any
communicated in writing to the laborers or mechanics
costs reasonably anticipated in providing bona fide fringe
affected, and records which show the costs anticipated ort
benefits under a plan or program, Provided, That the
he actual cost incurred in providing such benefits.
Secretary of Labor has found, upon the written request oft
Contractors employing apprentices or trainees under
he contractor, that the applicable standards of the Davis-
approved programs shall maintain written evidence Cher
Bacon Act Have been met. The Secretary of tabor may
.of
egistration of apprenticeship programs and certification ofir
require the contractor to set aside in a separate account
ainee. programs, the registration of the apprentices andtr
assets for the meeting of obligations under the plan or
ainees, and the ratios and wage rates prescribed In the
program. (Approved by the Office of Management and
applicable programs. (Approved. by the Office of
Budget under OMB Control Number 1215.0140.)
Management and Budget under OMB .Control Numbers
2. Withholding. HUD or Its designee shall upon Its own
1.215-0140 and 1215-0017.)
action or upon written request of an authorizedr
(11) (a) The contractor shall submit weekly for each week[
epresentative of the Departmont of Labor withhold ore
n which any contract work is performed a copy of all
ause to be withheld from the contractor under thisc
payrolls to HUD or Its designee if the agency Is a party to
ontract or any other Federal contract with the same prime
the contract, but If the agency is not such a party, the
ontractor, or any other Federally -assisted contracts
contractor will submit the payrolls to the applicant
ubJect to Davis -Bacon prevailing. wage requiroments,w
sponsor, or owner, as the case may be, for transmission to
hich is hold by the same prime contractor so much of theac
HUD or Its designee. The payrolls submitted shall sat out
trued paymentsor advances .as may be considered
accurately and completely all of the information requiredt
necessary to pay laborers and mechanics, Including
o be maintained under 29 CFR 5.5(a)(3)(I) except that fulls
apprentices, trainees and helpers, employed by the
octal security numbers and home addresses shall not bet
contractor or any subcontractor the full amount of wagesr
nc[uded on weekly transmittals. Instead the payrolls shall
equired by the contract In the event of failure to pay amyl
only need to Include an Individually Identifying number for
aborer or mechanic, including any apprentice, trainee or
each employee (e.g,, the last four digits of the amployee's
helper, employed or working on the site of the work, all or
social security number). The required weekly payroll
part of the wages required by the contract, HUD or its
Information may be submitted In any form desired,
designee may, after written notice to the contractor,
Optional Form WH-347 is avallable for this purpose fromt
sponsor, applicant, or owner, take such action as may be
he Wage and Hour Division Web site at
necessary to cause the suspension of any further
h ;d/www. .at. o.vlesalwehdlf r slwh347t str,htm or iiss
payment, advance, or guarantee of funds until such
uccessor site, The prime contractor Is responsible fart
violations have ceased, HUD or Its designee may, after
he submission of copies of payrolls by all subcontractors.
written notice to the contractor, disburse such amounts
Contractors and subcontractors shall maintain the full
withhold for and on account of the contractor or
social security number and current address of each
subcontractor to the respectiveemployees to whom they
covered worker, and shall provide them upon request to
are due, The Comptroilor General shall make such
HUD or Its designee if the agency is a party to the
disbursements in the case of direct Davis -Bacon Act
contract, but if the agency Is not such a party, the
contracts.
contractor will submit the payrolls to the applicant.
3. (1) Payrolls and basic records. Payrolls and basic
sponsor, or owner, as the case may be, for transmission to
records relating thereto shall be maintained by the
HUD or its designee, the contractor, or the Wage and Hour
contractor during the course of the work. preserved for a
Dlvlslon of the Department of Labor for purposes of ant
porlof of three years thereafter for all laborers and
nves.tigatton or audit of compliance with prevailing wager
mechanics working at the site of the work, Such records
equirements, It 1s not a violation of this subparagraph fora
shall contain the name, address, and social security
prime contractor to require a subcontractor to provide
number of each such worker, his or her correct
addresses and social security numbers to the prime
classification, hourly rates of wages paid (including rates
contractor for Its own records, without weekly zubmissiont
of contributions or costs anticipated for bona fide fringe
o HUD or Its designee. (Approved by the Office of
benefits or cash equivalents thereof of the types describodl
Management and Budget under OMB Control Number
in Section I(b)(2)(B) of the D:avls-baoon Act), daily andw
1215-ol4g,)
oekly number of hours worked, deductions made andac
(b) B.ach payroll submitted shall be accompanied by a
tual wages paid. Whenever 1he Secretary of Labor hasf
"Statement of Compliance," signed by the contractor or
ound under 29 CFR 5,5 (a)(1)(iv) that the. wages of anyl
subcontractor or his or her agent who pays or supervlsest
aborer or mechanic include the amount of any costs r
he payment of the persons employed under the contract
easonabiy anticipated in providing benefits under a plan
and shall cartlfy the following'
or program described in Section l(b)(2)(13) of the Davis-
(1) That the payroll for the payroll periof contains thei
Bacon Act, the contractor shall maintain records which
nformation required to be provided under 29 CFR 5.5(
show that the commitment to provide such benefits is
a)(3)(ii), the appropriate Information is being maintained
enforceable, that the plan or program is financially
responsible, and that the plan has been
under 29 CFR 5.5(a)(3)(fj, and that such information is
or program
correct and complete;
Previous editions are obsolete
form HUD-4010 (0612009
Page 2
of 5 ref. Handbook 1344.1
(2) That each laborer or mechanic (including each helper,
apprentice, .and trainee) employed on the contract duringt
he payroll period has been paid the full weekly wages
earned, without rebate, either directly or Indirectly, andt
hat no deductions have been made either directly orl
ndtrectly from the full wages earned, other than
permissible daductio.ns as set forth in 29 CFR Part 3;
(3) That each laborer or mechanic has been paid not less
than the applicable wage rates and fringe benefits or cash
equivalents for the classification of work performed, as
specified In tha applicable wage determinationf
ncorporaled into the contract,
(c) The weekly submission of a properly executed
certification set forth on the reverse side of Optlonai Form
WH-347 shall satisfy the requirement for submission or the"
Statement of Compliance" required by su.bparagraphA
.3.(ii)(b).
(d) The falsifloation of any of the above certifications may
subject the contractor or subcontractor to civil or criminal
prosecution under Section 1001 of Title 18 and Section
23.1 of Title 31 of the United States Cofe.
(111) The contractor or subcontractor shall make Cher
ecords required under subparagraph A.3.(i) available for]
nspectlon, copying, or transcription by avthorizedr
epresentatives of [IUD or Its designee or the Department.
of Labor, and shall permit such representatives to
Interview employees during working hours on the job. If
the contractor or subcontractor fails to submit the requlredr
ecords or to make them available, HUD or Its designee
may, after written notice to the contractor, sponsor,
applicant or owner, take such action as may be necessary
to cause the suspension of any further payment, advance,
or guarantee of funds. Furthermore, failure to submit ther
equired records upon request or to make such records
available may be grounds for debarment action pursuant to
29 CFR 5.1.2,
4. Apprentices and Trainees.
(i) Apprentices. Apprentices will be permitted to work atl
ess than the predetermined rate for the. work they
performed when they are employed pursuant to and€
ndividualiy registered In a bona fide apprenticeship
program reglstared with the U.S Department of Labor,
Employment and Training Adminlstratl.on, Off€.ce of
Apprenticeship Training, Employer and Labor $ervl.ces, or
with a State Apprenticeship Agency recognized by the
Office, or if a person Is employed In his or her first go
days of probationary employment as an apprentice In such
an apprenticeship program, who is not individuallyr
egistered I.n. the program, but who has been certified byt
he Office of Apprenticeshlp Training, Employer and Labors
ervices or a State Apprenticeship Agency (where
appropriate) to be elig€hle for probationary employment as
an apprentice. The allowable ratio of apprentices to
journeymen on the job site in any craft classification shall
not be greater than the ratio permitted to the contractor ast
o the entire work force under the registered program. Anyw
orker listed on a payroll at an apprentice wage rate, who
Is not registered or otherwise employed as stated above,
shall be paid not less than the applicable wage rate on the
wage determination for the classification of work actually
performed. In addition, any apprentice performing work ont
he job site in excess of the ratio permitted .under ther
egistered program shall be paid not less than the
applicable wage rate on the wage determination for the
work. actually performed. Where a contractor Is performing
construction on a project In a locality other than that In
which Its program Is registered, the ratios and wage rates(
expressed In percentages of the journeyman's hourlyr
ate) specified in the contractor's or subcontractor's r
egistered program shall be observed. Every apprentice
must be paid at not less than the rate specified In ther
egistered program for the apprentice's level of progress, e
xpressed as a percentage of the Journeymen hourly rates
pecifled In the applicable wage determination.A
pprenti'ces shall be paid fringe benefits in accordance
with the provisions of the apprenticeship program. If the
apprenticeship program does not specify fringe benefits,
apprentices must be paid the full amount of fringe benefits
listed on the wage determination for the applicable
classification. If the Administrator determines that a.
different practice prevails for the applicable apprentice
classification, fringes shall be paid In accordance with that
determination. In the event the Office of Apprenticeship
Training, Employer and Labor Services, or a State
Apprenticeship Agency recognlzed by the Office,
withdraws .approval of an apprenticeship program, the
contractor will no longer be permitted to utilize
apprentices at less than the applicable predetermined rate
for the work performed until an acceptable program Is
approved.
(li) Trainees. Except as ,provided In 29 CPR 6,16,t
rainees will not be permitted to work at less than the
predetermined rate for the work performed unless they are
iempioyed pursuant ',to and Individually registered In a
program which has received prior approval, evldonced byf
crmal certification by the U.S. Department of Labor,
Employment and Training Administration. The ratio oft
ralnees to journeymen on the job site shall not be greatert
han permitted under the plan approved by the
Employment and Training Administration. Every trainee
Must be paid at not less than the rate specified In the
approved program for the trainee's level of progress,
expressed as a percentageof the journeyman hourly rate
spocified in the applicable wage determination. Trainees
shall be paid fringe benefits in accordance with the
provisions of the trainee program. If the. trainee program
does not mention fringe benefits, trainees shall be paid
the full amount of fringe benefits listed on the wage
determination unless the Administrator of the Wage and
Hour Division determines that there is an apprenticeship
program associated with the corresponding journeyman
wage: rate .on the wage determination which provides €orl
ess than full fringe benefits for apprentices. Any
employee listed. on the payroll at a trainee rate who is notr
egistered and participating In a training plan approved by
Previous editions are obsolete form HUt? 401i) (.06f20g9)
Page 3 of 5 ref. Handbook.1344.1
the Employment and Training Administration shall be paid
not less than the applicable wage rate on the wage
determination for the work actually performed. In addition,
any trainee performing work on the job site In excess oft
he ratio permitted under the registered program shall be
paid not less than the applicable wage rate on the wage
determination for the work actually performed. In the
event the Employment and Training Administration
withdraws approval of a training program, the contractor
will no longer be permitted to utilize trainees at less thant
he applicable predetermined rate for the work performed
until an acceptable program Is approved.
(111) Equal employment opportunity. The utilization of
apprentices, trainees and Journeymen under 29 CFR Part 5
shall be In conformity with the equal employment
opportunity requirements of Executive Order 11246. as
amended, and 29 CFR Part 30,
S. Compliance with Copeland Act requirements. The
contractor shall comply with the requirements of 29 CFR
Part 3 which are incorporated by reference in. this contract
6. Subcontracts. The contractor or subcontractor will
Insert in any subcontracts the clauses contained in
subparagraphs 1 through 11 in this paragraph A and such
other clauses as HUD or its designee may by appropriate
Instructions require, and a copy of the applicable
prevailing wage decision, and also a clause requiring the
subcontractors to Include these clauses In any lower tier
subcontracts. The prime contractor shall be responsible
for the. compliance by any subcontractor or cower tier
subcontractor with all the contract clauses in this
paragraph,
7. Contract termination; debarment. A breach of the
contract clauses in 29 CFR 5.5 may be grounds fort
ermination of the contract and for debarment as a c
ontractor and a subcontractor as provided in 29 CFR
5.12.
8. Compliance with Davis -Bacon and Belated Act Requirements.
All rulings and inferpretati.nns of the Davis -Bacon and
Related Acta contained In 29 CFR Parts 1, a, and 5 are
herein incorporated by reference In this contract
S. Disputes concerning Labor standards. Disputes
arising out of the labor .sta.ndards provisions of this
contract shall not be subject to the general disputes
clause of this contract. Such disputes shall be resolved In
accordahoe with the procedures of the Department of
Labor set forth In 29 CFR Parts 5, tl, and 7. Disputes
within the meaning of this clause Include disputes betweent
he contractor (or any of Its subcontractors) and HUD orit
s designee, the U.S, Department of Labor, or the
employees or their repre.sentafives,
10. (1) Certification of Eligibility. By entering Into this
contract the contractor certifies that neither It (nor he or
she) nor any person or firm who has an Interest in the
contractor's firm 1s a person or firm ineligible to be
awarded Government contracts by virtue of Section 3(a) oft
he Davis -Bacon act or 29 C:FR 5.12(a)(1) or to be
awarded HUD contracts or participate In HUD programs
pursuant to 24 CFR Part 24,
(li) No part of this contract shall be subcontracted to any
person or firm Ineligible for award of a Government
contract by virtue of Section 3(a.) of the Davis -Bacon Act
or 29 CFR 5,12(a)(1) or to be awarded HUD contracts or
p.artiolpate In HUD programs pursuant to 24 CFR Part 24.
(111) The penalty for making false statements Is prescribed€
n the U.S, Criminal Core, 18 U,S.C, 1001, Addlt€onaily, U
.S. Criminal Core, Section 1 01 0, Title 18, U,S,C.,"F
ederal Housing Administration transactions", provides in
part: "Whoever, for the purpose of . . , influencing In any
way the action of such Administratlom.... makes, utters or
publishes any statement knowing the same to be false.....
shall be fined not more than $5,000 or Imprisoned not
more than two years, or both."
11. Complaints, Proceedings, or Testimony by
Employees. No laborer or mechanic to whom the wage,
salary, or other Labor standards provisions of this Contract
are applicable shall be discharged or in any other manner
discriminated agalnst by the. Contractor or any
subcontractor because such employee has filed any
complaint or Instituted or caused to be Instituted any
proceeding or has testified or Is about to testify In any
proceeding under or relating to the labor standards
applicable under this Contract to his employer..
B. Contract Work Hours and Safety Standards Act. The
provisions of this paragraph B are applicable where .the amount of the
prime contract exceeds $100,000. As used in this. paragraph, the
terms "laborers"and"mechanics"Include watchmen and guards.
(1) Overtime requirements. No contractor or subcontractor
contracting for any part of the contract work which may require or
involve the employment of laborers or mechanics shall require or
permit any such laborer or mechanic in any workweek In which the
Individual Is employed on such work to work In excess of 40 hours in
such workweek unless such laborer or mechanic receives
compensation at a rate not less than one and .one-half times the basic
rate of pay for all hours worked In excess of 40 hours In such
workweek.
(2) Violation; Ilabi.lity for unpaid wages; liquidated
damages. In the event of any violation of the clause setf
orth In subparagraph (1) of this paragraph, the contractor
and any subcontractor responsible therefor shall be liable
for the unpaid wages. In addition, such contractor and
subcontractor shall be liable to the United States (in the
case of work done under contract for the District of
Columbia or a territory, to such D.Istrict or to such
territory), for liquidated damages. Such liquidated
damages shall be computed with respect to each individual]
aborer or mechanic, Including watchmen and guards,
employed In violation of the clause set forth In
subparagraph (1) of this paragraph, In the sum of $10 for each
calendar day on which such Individual was required or permitted to
work in excess of the standard workweek of 40 hours Wthout payment
of the overtime wages required by the clause set forth in sub
paragraph (1) of this paragraph.
Previous edltlons are obsolete form HUD-4010 (0612009)
Page 4 of 5 ref, Handbook 1344,1
(3) Withholding for unpaid wages and liquidated
damages.. HUD or Its deslgnee shall upon its own action
or upon written request of an authorized representative oft
he Department of Labor withhold or cause to be wilhhold,fr
om any moneys payable c.n account of work performed byt
he contractor or subcontractor under.any such contract or
any other Federal contract with the same prime contract,
or any other Federally -assisted contract subject to the
Contract Work Hours and .Safety Standards Act which is
held by the same prlme contractor such sums as may be
determined to be necessary to satisfy any liabilities of
such contractor or subcontractor for unpaid wages andl.
Iquidated damages as provided in the clause set forth Ins
ubparagraph (2) of this paragraph.
(4) Subcontracts, The contractor or subcontractor shallt
nsert In any subcontracts the clauses set forth in s
ubparagraph (1) through (4) of this .paragraph and ajso a c
lause requiring the subcontractors to include these cl
auses In any lower tier subcontracts. The primec
ontractor shall be responsible for compliance by anys
ubcontraelor or lower tier subcontractor with the clausess
et forth in subparagraphs (1) thro.ugh (4) of this
paragraph,
G. Health and Safety. The provlsfons of this paragraph C are
applicable where the amount of the prime contract exceeds $100,000,
(1) No laborer or mechanic shall be required to work In
surroundings or under workld.g conditions which are
unsanitary, hazardous, or dangerous to his health and
safety as determined under construction safety and health
standard's promulgated by the Secretary of Labor b.yr
egulation.
(2.) The Contractor shall comply with all reg:ulationsl
ssued by .the'Secrotary of Labor pursuant to Title 29 Part
1926 .and failure to comply may result In Imposition of
sanctions pursuant to the Contract Work Hours and Safety
Standards Act, (Publlc Law 91-64, 83 Stat 06). 40_ USC
3701 of sea.
(3) The contractor shall include the provisions of this
paragrap.h In every subcontract so that such provisions will
be binding on each subcontractor. The contractor shall
take such action with respect to any subcontractor as the
Secretary of Housing and Urban Development or the
Secretary of Labor shall direct as a means of enforcing
such provisions.
Previous editions are obsolete form HUD-4010 (0612009)
Page 5 of 5 ref. Handbook 13441
.ate Vic' CERTIFICATE OF LIABILITY INSURANCE
ATE(MMIDD/YYYY)
r
2/18/2025
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
Risk Strategies Company
2040 Main Street, Suite 450
Irvine, CA 92614
CONTACT
NAME- Sherry Young
_
PHONE FAX
Ext): 949-242 923%
E--M AILIle.
E-M
_ADDRESS. sVOunisk-strategles.com
INSURERS) AFFORDING COVERAGE
NAIC #
wwW.risk-strategies,com CA DOI License No. OF06675
......."" _"...
INSURER A: Travelers Prq arty Casualty CD of America
25674
INSURED
n c.o
1 Peters
1 Peters Canyon Rd., Ste 130
Irvine CA 92606
INSURER B : Travelers Indemnity Co of Connecticut
- -
25682
INSURER Hartford Casualt Insurance Company
_.----y
29424
INSURERD: Arch Insurance. Company
-
11150
INSURER E :
INSURER F :.._--
COVERAGES CERTIFICATE NUMBER: a,i4g1nar, Rr-Vlfilnm NIIMI2CR•
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"
LTR
TYPE OF INSURANCE
ADDLSUBR
POLICY NUMBER
MM DDIMY
MMIDDIYYYY
LIMITS
A
/
COMMERCIAL GENERAL LIABILITY
✓
�/
6809H717919
5/1/2024
5/1/2025
EACH OCCURRENCE
$2000000
CLAIMS -MADE MOCCUR
DA A ENT'D
PREMISES Ea occurrence
$ 1 000
MED EXP (Any one person)
,000
$ 1 Q 000
--------
-----
PERSONAL &. ADV INJURY
$ 2 000 000
GENT
AGGREGATE LIMIT APPLIES PER:
GENERALAGGREGATE_
_
$ 4,000,000
POLICY ] JEO
LOC
PRODUCTS - COMP/OP AGO
$ 4 000 000
_..
$ --
OTHER
B
AUTOMOBILE
LIABILITY
✓
✓
BA7R248947
5/1/2024
5/1/2025
COMBINED SINGLE. LIMIT
JEa accident}
$ 1 000,000
BODILY INJURY (Per person)
$
ANY AUTO
OWNED SCHEDULED
AUTOS ONLY AUTOS
--
BODILY INJURY (Per accident)
S
HIRED NUN -OWNED
AUTOS ONLY ✓ AUTOS ONLY
✓
PRUPERTY DAMAGE
accident}
$
"-(Par
A
✓
UMBRELLA LIAB
✓_LIAB
OCCUR
CUP71<299343
5/1/2024
5/1/2025
EACH OCCURRENCE
$g pOQ QpQ
AGGREGATE
$ 9,000,000
EXCESS
CLAIM,SWADE
DED I ✓ REiENTION$0
$
C
WORKERS COMPENSATION
/
72WEGAX2CTE
5/1/2024
5/1/2025
✓ IP
STATUTE ERH
AND EMPLOYERS' LIABILITY YIN
E.L. EACH ACCIDENT
$ 1000,000
ANYPROPRIETORIPARTNERIEXECUTIVE
OFFICER/MEMBER EXCLUDED? ❑
N / A
_.
E.L. DISEASE - EA EMPLOYEE
.."."_
$ OQg,g
(Mandatory in NH) �SC
describe under
E.L. DISEASE - POLICY LIMIT
$ 1 000 000
D SCRIPT OF OPERATIONS below
D
Professional Liability
✓
PAAEP0162701
11/12/2024
11/12/2025
Per Claim: $3,000,000
Aggregate: $3,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
Effective 02/14/2025; as respects the Professional Liability policy, a specific additional limit of $0 per claim & $1,000,000 aggregate applies
to the Architectural Services Santa Ana Downtown Parking Lot Structures Improvements project. City of Santa Ana, its City Council, its officers,
officials, employees, agents and volunteers are named as additional insureds and primary/non-contributory clause applies to the general and auto
liability policies and a waiver of subrogation in favor of the additional insureds applies to the general, auto, work comp and professional
liability policies, 30-day notice for non -renewal and cancellation, 10-day notice for non -pay applies. Professional Liability Ded: $35,000 per claim.
D[9irany,.g+ dnyTUTr
TLITran
�9 +Yen
Nguyen w2025.02.1B14J122
CERTIFICATE HOLDER CANCELLATION Bar Tu Tran Niguyen at : b Fob 1
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
City of Santa Ana
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Parks, Fleet & Facilities Services
ACCORDANCE WITH THE POLICY PROVISIONS.
20 Civic Center Plaza M-11
Santa Ana CA 92701
AUTHORIZED REPRESENTATIVE"
RSC Insurance Brokerage
U 1988-2015 ACORD CORPORATION. All rights reserved,
ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD
939817%5 I 24 2�, tAL A kTL-M" PL I Sherry Y.unq 1 2/_8120 t2: 35:48" Elm (PST) € P-le 1 nC 1,0
Insured: IDS Croup, Inc.
Policy No.: 6809H717919 COMMERCIAL GENERAL LIABILITY
Effective Date:51112024
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY
BLANKET ADDITIONAL INSURED
(ARCHITECTS, ENGINEERS AND SURVEYORS)
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
1. The following is added to SECTION II — WHO IS
AN INSURED:
Any person or organization that you agree in a
"written contract requiring Insurance" to include as
an additional Insured on this Coverage Part, but:
a. Only with respect to liability for "bodily Injury",
"property damage" or"personal injury'; and
b. If, and only to the extent that, the injury or
damage is caused by acts or omissions of
YOU or yoursubcontractor in the performance
of "your work" to which the "written contract
requiring insurance" applies, or in connection
with premises owned by or rented to you.
The person or organization does not qualify as an
additional insured:
c. With respect to the Independent acts or
omissions of such person or organization; or
d. For "bodily injury" "property damage" or
"personal injury" for which such person or
organization has assumed liability in a
contract or agreement.
The insurance provided to such additional insured
is limited as follows:
e. This insurance does not apply on any basis to
any person or organization for which
coverage as an additional insured specifically
is added by another endorsement to this
Coverage Part.
f. This insurance does not apply to the
rendering of or failure to render any
"professional services".
g. In the event that the Limits of Insurance of the
Coverage Part shown In the Declarations
exceed the limits of liability required by the
'Written contract requiring insurance", the
insurance provided to the additional insured
shall be limited to the limits of liability required
by that "written contract requiring insurance".
This endorsement does not Increase the
limits of insurance described In Section III —
Limits Of Insurance.
h. This insurance does not apply to "bodily
injury" or "property damage" caused by „your
work" and included In the "products -
completed operations hazard" unless the
'Written contract requiring insurance"
specifically requires you to provide such
coverage for that additional insured, and then
the insurance provided to the additional
Insured applies only to such "bodily injury" or
"property damage" that occurs before the end
of the period of time for which the "written
contract requiring insurance" requires you to
provide such coverage or the and of the
policy period, whichever is earlier.
2. The following is added to Paragraph 4.a. of
SECTION 1V -- COMMERCIAL_ GENERAL
LIABILITY CONDITIONS:
The insurance provided to the additional insured
is excess over any valid and collectible other
insurance, whether primary, excess, contingent or
on any other basis, that is available to the
additional insured for a loss we cover. However, if
you specifically agree in the "written contract
requiring Insurance" that this insurance provided
to the additional insured underthis Coverage Part
must apply on a primary basis or a primary and
non-contributory basis, this insurance is primary
to other insurance available to the additional
insured which covers that person or organizations
as a named insured for such loss, and we will not
share with the other Insurance, provided that:
(1 ) The "bodily Injury" or "property damage" for
which coverage is sought occurs; and
(2) The "personal injury" for which coverage is
sought arises out of an offense committed;
after you have signed that "written contract
requiring insurance". But this insurance provided
to the additional insured still is excess over valid
and collectible other insurance, whether primary,
excess, contingent or on any other basis, that is
available to the additional insured when that
person or organization is an additional insured
under any other insurance.
CG D3 81 0915 �P 2015 The Travelers Indemnity Company. All rights reserved.
Includes the copyrighted material of Insurance Services Office, Inc., with its permission
Page 1 of 2
83981085 1 24-25 rL-AL-UL-WC-PL I Sherry Young 1 2/18/2025 12:35A7 PM {PST) I Page 2 of 10
COMMERCIAL GENERAL LIABILITY
3. The following is added to Paragraph 8., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV — COMMERCIAL. GENERAL
LIABILITY CONDITIONS:
We waive any right of recovery we may have
against any person or organization because of
payments we make for "bodily injury", "property
damage" or "personal injury" arising out of "your
work" performed by you, or on your behalf, done
ender a "written contract requiring insurance" with
that person or organization. We waive this right
only where you have agreed to do so as part of
the "written contract requiring insurance" with
such person or organization signed by you
before, and in effect when, the "bodily injury" or
"property damage" occurs, or the "personal injury'
offense Is committed.
4. The following definition is added to the
DEFINITIONS Section:
"Written contract requiring insurance" means that
part of any written contract under which you are
required to include a person or organization as an
additional insured on this Coverage Part,
provided that the "bodily injury" and "property
damage" occurs and the "personal injury" is
caused by an offense committed:
a. After you have signed that written contract;
b. While that part of the written contract is in
effect; and
c. Before the end of the policy period,
Page 2 of 2 0 2015 The Travelers Indemnity Company. All rights reserved.
Includes the copyrighted material of Insurance Services Office, Inc„ with its permission
CG D3 81 09 15
83901085 1 24-25 1 Sherry Young 1 2/18/2025 12:35:97 PM (PST) I Page 3 of 10
POLICY NO.:eA7R248s47
COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET ADDITIONAL INSURED - PRIMARY AND
NON-CONTRIBUTORY WITH OTHER INSURANCE
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
PROVISIONS
1. The following is added to Paragraph A.1.c., Who
Is An Insured, of SECTION II — LIABILITY
COVERAGE:
This includes any person or organization who you
are required under a written contract or
agreement between you and that person or
organization, that is signed by you before the
"bodily injury" or "property damage" occurs and
that is in effect during the policy period, to name
as an additional insured for Liability Coverage,
but only for damages to which this insurance
applies and only to the extont of that person's or
organization's liability for the conduct of another
"Insured".
2. The following is added to Paragraph B.5,, Other
Insurance of SECTION IV — BUSINESS AUTO
CONDITIONS:
Regardless of the provisions of paragraph a. and
paragraph d. of this part 5. Other Insurance, this
insurance is primary to and non-contributory with
applicable other insurance under which an
additional insured person or organization is the
first named insured when the written contract or
agreement between you and that person or
organization, that is signed by you before the
"bodily injury" or "property damage" occurs and
that is in effect during the policy period, requires
this insurance to be primary and non-contributory.
CA T4 74 08 17 O 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1
Includes copyrighted material of Insurance Services Office, Inc, with its permission.
83981085 1 24-25 GL-AT-UL-WC-PL J Sherry Young 1 2/18/2025 12:35:47 PM (PST) J Page 4 of 10
IDS Group, Inc.
BA7R248947
5/1/2024
COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies Insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However. coverage for any
Injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or
limited by another endorsement to the Coverage fart, and these coverage broadening provisions do not apply to
the extent that coverage is excluded or limited by such an endorsement. The following listing Is a general cover-
age description only, Limitations and exclusions may apply to these coverages, Read all the provisions of this en-
dorsement and the rest of your policy carefully to determine rights, duties, and what Is and Is not covered.
A. BROAD FORM NAMED INSURED
B. BLANKET ADDITIONAL INSURED
C. EMPLOYEE HIRED AUTO
D. EMPLOYEES AS INSURED
E. SUPPLEMENTARY PAYMENTS — INCREASED
LIMITS
F. HIRED AUTO — LIMITER WORLDWIDE COV.
E»RAGE -a INDEMNITY BASIS
0. WAIVER OF DEDUCTIBLE — GLASS
PROVISIONS
A. BROAD FORM NAMED INSURED
The following Is added to Paragraph A,1., Who Is
An Insured, of SECTION II -- COVERED AUTOS
LIABILITY COVERAGE;:
Any organization you newly acquire or form dur
Ing the policy period over which you maintain
50% or more ownership Interest and that is not
separately insured for Business Auto Coverage.
Coverage under this provision is afforded only un-
til the 100th day after you acquire or form the or-
ganization or the end of the policy period, which-
ever Is andler.
B, BLANKET ADDITIONAL INSURED
The following Is added to Paragraph c. In AA.,
Who Is An Insured, of SECTION II — COVERED
AUTOS LIABILITY COVERAGE:
Any person or organization who is required under
a written contract or agreement between you and
that person or organization, that Is signed and
executed by you before the "bodily Injury" or
"property damage" occurs and that is in effect
during the policy period, to be named as an addi-
tional Insured Is an "Insured" for Covered Autos
Liability Coverage, but only for damages to which
H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF
USE: — INCREASED LIMIT
1. PHYSICAL DAMAGE -- TRANSPORTATION
EXPENSES — INCREASED LIMIT
J. PERSONAL PROPERTY
K. AIRBAGS
L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
M. BLANKET WAIVER OF SUBROGATION
N. UNINTENTIONAL ERRORS OR OMISSIONS
this Insurance applies and only to the extent that
person or organization qualifies as an "insured"
under the Who Is An insured provision contained
In section 11.
C. EMPLOYEE HIRED AUTO
1, The following Is added to Paragraph A.1.,
Who Is An Insured, of SECTION It — COW
ERED AUTOS LIABILITY COVERAGE:
An "employee" of yours Is an "insured" while
operating an "auto" hired or rented under a
contract or agreement In an "employee's"
name, with your permission, while performing
duties related to the conduct of your bull-
ness.
2. The following replaces Paragraph b, In B,6.,
Other Insurance, of SECTION 1V — BUSI-
NESS AUTO CONDITIONS:
b. For Hired Auto physical Damage Cover-
age, the following are deemed to be cov-
ered "autos" you own:
(1) Any covered "auto" you tease, hire,
rent or borrow; and
(2) Any covered "auto" hired or rented by
your "employee" under a contract in
an "employee's" name, with your
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Includes copyrighted mateflal of Insurance $ervlces office, Ino, with Its permisaron.
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COMMERCIAL AUTO
permission, while performing duties
(a) With respect to any claim made or "suit"
related to the conduct of your busi-
brought outside the United States of
ness.
America, the territories and possessions
However, any "auto" that is leased, hired,
of the United States of America, Puerto
rented or borrowed with a driver Is not a
Rico and Canada;
covered "auto",
(1) You must arrange to defend the "in-
D. EMPLOYEES AS INSURED
sured" against, and investigate or set.
The following Is added to paragraph A.1., Who Is
Ile any such claim or "suit" and keep
An Insured, of SECTION II — COVERED AUTOS
us advised of all proceedings and ac.
LIABILITY COVERAGE;
lions.
Any "employee" of yours Is an "insured" while us-
(ll) Neither you nor any other Involved
Ing a covered "auto" you don't own, hire or borrow
"insured" will make any settlement
In your business or your personal affairs,
without our consent,
E. SUPPLEMENTARY PAYMENTS — INCREASED
(Ili) We may, at our discretion, participate
LIMITS
In defending the "insured" against, or
1. The following replaces Paragraph A.2.a./2
p ( }I
in the settlement of, any claim or
"SUIt'l.
of SECTION 11-- COVERED AUTOS LIABIL-
ITY COVERAGE:
(Iv) We will reimburse the "Insured" for
(2) Up to $3,000 for cost of ball bonds (in-
sums that the "insured" legally must
pay as damages because of "bodily
cluding bonds for related traffic law viola.
tions) required because of an "accident"
Injury" or "property damage" to which
we cover. We do not have to furnish
this Insurance applies, that the "in.
sured" pays with our consent, but
these bonds,
only up to the limit describod In Para-
2. The following replaces Paragraph A,2.a.(4),
,
graph C., Limits Of Insurance, of
of SECTION 11 — COHERED AUTOS LIABIL-
SECTION It -- COVERED AUTOS
ITY COVERAGE:
LIABILITY COVERAGE,
(4) All reasonable expenses incurred by the
(v) We will reimburse the "insured" for
"Insured" at our request, Including actual
the reasonable expenses Incurred
loss of earnings up to $500 a day be-
with our consent for your Investiga-
cause of time off from work.
lion of such claims and your defense
P. HIRED AUTO -» LIMITED WORLDWIDE COV-
of the "Insured" against any such
ERAGE — INDEMNITY BASIS
"suit", but only up to and Included
The following replaces Subparagraph (6) In Para-
within the limit described in Para-
graph C., Limits Of Insurance, of
graph 8.7., Polley period, Coverage Territory,
of SECTION IV — BUSINESS AUTO CONDI-
1l --RAGE,COVERED AUTOS
TtONS;
LIABILITY
LIAB1LtTY COVERAGE, and not In
($) ,Anywhere In the world, except any country or
addition to such limit. Our duty to
make such payments ends when we
Jurisdiction while any trade sanction, am-
have used up the applicable limit of
baWo, or similar regulation Imposed by the
Insurance In payments for damages,
United States of America applies to and pro-
settlements or defense expenses.
hiblis the transaction of business with or
within such country or jurisdiction, for Cov-
(b) This Insurance Is excess over any valid
ered Autos Liabllity Coverage for any covered
"auto"
and collectible other Insurance available
to the "Insured' whether primary, excess,
that you lease, hire, rent or borrow
without a driver for a period of 30 days or less
contingent or on any other basis.
and that is not an "auto" you lease, hire, rant
(c} This Insurance Is not a substitute for re-
ar borrow from any of your "employees",
qulred or compulsory insurance In any
partners (If you ere a partnership), members
country outside the United Slates, its ter -
(if you are a limited liability company) or
Modes and possessions, Puerto Rica and
members of their households.
Canada,
Page 2 of 4 02015 The Travelers Indemnity Company. All rights reserved, CA T3 53 021 G
Includes capyriphled material of Insurance services ornoe, rno, with its permission.
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You agree to maintain all required or
compulsory Insurance in any such coun-
try up to the minimum limits required by
local law. Your failure to comply with
compulsory insurance requirements will
not invalidate the coverage afforded by
this policy, but we will only be liable to the
same extent we would have been liable
had you compiled with the compulsory in-
surance requirements.
(d) It Is understood that we are not an admit-
ted or authorized Insurer outside the
United States of America, its territories
and possessions, Puerto Rico and Can-
ada. We assume no responsibility for the
fum(shing of certificates of Insurance, or
for compliance in any way with the laws
of other countries relating to Insurance.
G. WAIVER OF DEDUCTIBLE — GLASS
The following Is added to paragraph D., Deducti-
ble, of SECTION ill -y PHYSICAL DAMAGE
COVERAGE:
No deductible for a covered "auto" wllf apply to
glass damage If the glass Is repalred rather than
replaced,
H. MIRED AUTO PHYSICAL DAMAGE •- LOSS OF
USE — INCREASED LIMIT
The following replaces the fast sentence of para-
graph A,4.b., Loss Of use Expenses, of SEC-
TION III — PHYSICAL DAMAGE COVERAGE, -
However, the most we Wil pay for any expenses
for loss of use Is $65 per day, to a maximum of
W50 for any one "accident".
1. PHYSICAL DAMAGE -- TRANSPORTATION
EXPENSES -- INCREASED LIMIT
The following replaces the first sentence in Para-
graph A.4.a,, Transportation Expenses, of
SECTION Ill — PHYSICAL DAMAGE COVER-
AGE:
We' will pay up to $50 per day to a maximum of
$1,500 for temporary transportation expense in-
curred by you because of the total theft of a cov-
ered "auto" of the private passenger type.
J. PERSONAL PROPERTY
The following Is added to Paragraph A4, Cover.
age Extensions, of SECTION III — PHYSICAL
DAMAGE COVERAGE:
Personal Property
We will pay up to $400 for "loss" to wearing ap-
parel and other personal property which is:
(1) Owned by an "Insured"; and
COMMERCIAL AUTO
(2) In or on your covered "auto",
This coverage applies only in the event of a total
theft of your covered "auto".
No deductibles apply to this personal Property
coverage.
K. AIRBAGS
The following Is added to Paragraph 8.3., Exclu.
sions, of SECTION III — PHYSICAL DAMAGE
COVERAGE:
Exclusion 3.9, does not apply to "loss" to one or
more airbags in a covered "auto" you own that In.
flate due to a cause other than a cause of "loss"
set forth In paragraphs A.1.b. and AJ.c., but
only:
a. If that "auto" Is a covered "auto" for Compre.
hensive Coverage under this policy;
b. The airbags are not covered under any war-
ranty; and
c. The alrbags were not Intentionally Inflated,
We will pay up to a maximum of $1,000 for any
one "loss",
L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
The following is added to Paragraph A.2.a., of
SECTION IV -, BUSINESS AUTO CONDITIONS:
Your duty to give us or our authorized represd'nta-
live prompt notice of the "accident" or "loss" ap-
plies only when the "acoident" or "loss" Is known
to:
(a) You (If you are an Individual);
(b) A partner of you are a partnership);
(c) A member (if you are a limited liability com•
pany);
(d) An executive officer, director or Insurance
manager (if you are a corporation or other or-
ganization); or
(e) Any "employee" authorized by you to give no-
tice of the "accident" or "loss".
M. BLANKET WAIVER OF SUBROGATION
The following replaces Paragraph A.G., Transfer
Of Rights Of recovery Against Others To Us,
Of SECTION IV — BUSINESS AUTO CONDI-
TIONS:
6. Transfer Of Rights Of Recovery Against
Others To Us
We waive any right of recovery we may have
against any person or organization to the ex-
tent required of you by a written contract
signed and executed prior to any "accident"
OF "loss", provided that the "accident" or "loss"
arises out of operations contemplated by
CA T3 63 0215 0 2015 The Travelers Indemnlay Company. All rtghis resorved. Page 3 of 4
Inolades copyrighted material of Insurance services oitiae, 100. with He permission,
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COMMERCIAL AUTO
such contract. The waiver applies only to the The unintentional omission of, or unintentional
person or organization designated In such error In, an information given b contract. y g y You shall not
N. UNINTENTIONAL Rf2DRS OR OMISSIONS prejudice your ever this provision hdoes not affectts undor this Insurance. our right co
The following Is added to paragraph 13.2., Con- lest additional premium or exercise our right of
cealment, Misrepresentation, Or Fraud, of cancellation or non -renewal,
SECTION IV — BUSINESS AUTO CONDITIONS.,
Pago 4 of 4 001The Travelers Indemnfly Company. All rights reserved. CA T3 83 o2 is lmlud0s copyrighted material of insurance services orrico, )no, with Its permission.
83981095 1 24-25 GL-AL-OL-WC-PL f Sherry Young 1 2/18/2025 12:35i47 PM (PST) I Pale 9 of 10
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF OUR RIGHT TO RECOVER FROM
OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: 72 WEG AX2CTE Endorsement Number:
Effective Date: 05/01/24 Effective hour is the same as stated on the Information Page of the policy.
Named Insured and Address: IDS Group, Inc.
1 PETERS CANYON RD STE 140
IRVINE CA 92606
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.)
You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work
described in the Schedule.
The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due
on such remuneration.
SCHEDULE
Person or Organization
Job Description
Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from
us
n-c
,
Countersigned by
Authorized Representative
Form WC 04 03 06 (1) Printed in U.S.A.
Process Date: 03/21/24 Policy Expiration Date: 05/01/25
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POLICY NO.: PAAEP0162701
17. SUBROGATION
In the event of any Claire under this Policy, the Insurer shall be subrogated to all of the Insured's
rights of recovery against any person or entity, and the Insured shall execute and deliver to the
Insurer any and all necessary documentation, instruments and records and do whatever else is
necessary to secure and enforce such rights. The Insured shall take no action after such Claire is
made against it which prejudices such rights of insurer.
'The Insurer agrees to waive their rights of recovery against any client of the Named Insured for a
Claim to the extent the Named Insured had, prior to such Claim, a written agreement to waive
such rights.
18. ASSIGNMENT
No assignment or transfer of any Insured's rights under this Policy shall bind: the Insurer. If an
Insured shall die or be adjudged incompetent, such Insurance shall cover that Insured's legal
representative as an Insured as would be permitted by this Policy.
`19. MERGERS AND ACQUISITIONS
A. Takeover of Named Insured
If, during the Policy Period:
1. any person or entity or group of persons or entities acting in concert acquires
securities resulting In ownership by such person(s) or entlty(ies) of more than 50% of
the outstanding securities representing the present right to vote for the election of
directors or equivalent positions of the Named Insured, or
2, the Named Insured merges into or consolidates with another organization such that
the Named Insured is not the surviving organization,
then coverage under this Policy shall oontinue but only for any, otherwise covered, negligent
act, error or omission In rendering or failing to render Professional Services, Contracting
Services, Technology Services or Media Activities occurring before such transaction. No
coverage under this Policy will be available after such transaction unless otherwise
specifically endorsed by the Insurer. Upon such transaction, the entire premium for this
Policy will be deemed fully earned. The Insureds will also give the Insurer written notice of
such transaction as soon as practicable, but not later than 90 days after the effective date of
such transaction.
B. Acquisition or Creation of New Subsidiary
If, during the Policy Period, any Insured acquires, creates or merges with another
organization such that the Insured is the surviving entity, then:
f . such newly acquired, created or merged organization shall be covered under this
Policy after the effective date of such transaction; and
2. the Insureds will also give the Insurer written notice of such transaction as soon as
practicable, but not later than 90 days after the effective date of such transaction.
If the revenue of such newly acquired, created or merged organization exceeds 10% of the
Named Insured's revenue for the most recently completed past 12 months, as set forth In
their most recent application for Insurance, then:
05 AEP0055 00 05 15
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Page 19 of 21