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HomeMy WebLinkAboutJAS PACIFIC (2) INSURANCE ON FILE ,p 01;; 'II,^„X'FROCEED A�-2026-04�0-06 N .f.22 b MAY 1 1 2026 0,FbP,Col AGREEMENT TO PROVIDE ON-CALL 'FrancineVilbrUAJt 2,) BUILDING SAFETY INSPECTION SERVICES THIS AGREEMENT is made and entered into this 7th day of April, 2026 by and between .IAS Pacific ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On November 14, 2025, the City issued Request for Qualification No. 25-130,by which it sought Consultants to provide on-call building safety consultant services for the Planning and Building Agency of the City of Santa Ana. B. The scope of work may include any and all work efforts related to City projects to provide Plan Check and Building Inspection services and customer assistance for the City of Santa Ana. The intent is to minimize response time and improve customer services by supplementing in-house staff with consulting services on an as-needed basis. C. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFQ No. 25-130 and attached hereto as Exhibit A. D. Consultant has been selected as one of the fifteen (15) vendors which qualified for this engagement. Only those consultants approved by the City Council on April 7, 2026 shall be eligible to be engaged by the City for these services. E. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE,in consideration of the mutual and respective promises,and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES a. On an as-needed basis, and at the sole discretion of City, Consultant shall perform the services that are described in Exhibit A, attached and incorporated by reference as though fully set forth herein. 2. COMPENSATION a. As Consultant is one of fifteen (15) selected vendors selected by the City, City neither warrants nor guarantees any minimum or maximum compensation to Page 1 of 7 Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit A. The total amount to be expended during the term of this Agreement, as approved by Council amongst the fifteen(15) selected vendors,shall not exceed Four Million Nine Hundred Thousand Dollars and Zero Cents ($4,900,000). 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 Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant 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 Consultant'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 May 17, 2026 and continue for a one (1) year term until May 16, 2027 with the option for the City to grant up to two (2) one (1) year extension(s), exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 16, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Page 2 of 7 Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Insurance requirements are attached hereto as Exhibit B. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees,consultants, special counsel,and representatives from liability: (1)for personal injury, damages,just compensation,restitution,judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its Consultants, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages,just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages,just compensation, restitution,judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury,damages,just compensation,restitution,judicial or equitable relief due to personal or property rights arises by reason of the terns of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8,the above indemnity shall be limited,to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. S. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent,trademark,or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to Page 3 of 7 the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information"shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a)has been disclosed in publicly available sources; (b)is,through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or(e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services. 12. 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 Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Pax: 714- 647-6956 Executive Director Planning and Building Agency Page 4 of 7 City of Santa Ana 20 Civic Center Plaza(M-21) P.O. Box 1988 Santa Ana, CA 92702 Email: PBAAdmin@santa-ana.org To Consultant: JAS Pacific Attn: Raj Patel, President 201 N. Euclid Ave. Suite A Upland, CA 91786 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. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written,between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations,inducements,promises or agreements,orally or otherwise,have been made by any parry, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or Page 5 of 7 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. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. NON-DISCRIMINATION Consultant shall not discriminate because of race,color, creed, religion, sex,marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 18. 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. 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Page 6 of 7 Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST; CITY OF ANTA AN HA L ALVARO N U&EZ City C City Manager APPROVED AS TO FORM CONSULTANT SONIA R. CARVALHO City Attorney "MCROSTIH—WAITE Raj Patel Senior Assistant City Attorney President RECOMMENDED FOR APPROVAL ALI PEZESfflZPouR Executive Director Planning and Building Agency Page 7 of 7 EXHIBIT A SCOPE OF SERVICES AND FEES General Description The Planning and Building Agency's Building Safety Division of the City of Santa Ana foresees the submittal of many construction projects in the near future resulting from the adoption of new specific plans, sustained economic and market interest in the community, and the pending Zoning Code Update. Therefore, the City is seeking the services of professional consultants to support the efforts of City staff in the area of Building Safety Services that include Plan Check Services, Inspection Services, and Technical Services. Scope of Services A. Plan Review Services Consultant shall perform the following services for each assigned building plan review. 1. Detailed review of the mechanical, plumbing, electrical and building (architectural and structural) plans. Review supporting documents for industrial, commercial, residential and public buildings and determine compliance with applicable building standards as related to existing and proposed buildings. 2. Review the plans for compliance with California state-mandated regulations for energy conservation, disabled access„ green building standards and City adopted ordinances. 1 Review the plans for compliance with Federal Flood Plain regulations for projects in the special flood hazard area designated on the flood insurance rate map (FIRM) as Flood Zone A or AE. 4. Recheck and approval of final plans and supporting documents to be provided without additional charge for recheck. 5. Submittal of approved plans and all supporting documents to the City of Santa Ana. 6. Provide all necessary liaison and meetings with applicants via phone, e-mail or in person to expedite the review process and consult on complex code issues with City of Santa Ana Building Official. 7. Plan review report to be customized for each project and be delivered via mail or e-mail to City and the applicant. 8. Structural portion of the plans to be reviewed by California Licensed Civil or Structural Professional Engineer. 9. Plan reviewer to be consistent, accurate, available, and responsive to the City and the applicant via phone, e-mail, and meetings. Also, the plan reviewer shall be available to the Building Official and his staff to help answer Code questions arising from the review. Plan reviewer shall provide assistance in evaluation of alternate materials, design and methods of construction proposed by applicant. 10. Plan reviewer shall be available, at no expense to the City of Santa Ana, to meet at the City office with owners, architects, engineers and contractors to discuss the Plan Check Issues. 11. Plan reviewer to verify that the job description, scope of work, square footages, occupancy classifications and type of construction, on the permit application agrees with the plans and specifications. Plan reviewer will also verify the building valuation based upon valuation costs used by the City of Santa Ana. 12. Initial flan review to be complete within ten (10) working days and recheck within five (5) working days. 13. Consultant fee for review services to be 60% of the City of Santa Ana Standard Plan Check Fee, excluding any accelerated plan check fee. 14. Hourly projects including revisions, deferred submittals, trusses, stairs, curtain walls, mechanical, plumbing and electrical plan reviews will be checked on an hourly rate of $120.001hour when performed by a Certified Plans Examiner and a rate of$150.00Ihour when performed by a registered Senior Plan Check Engineer. 15. Expedited Plan Review will be provided when requested for an individual project and will be an additional 30% of the plan review fees above. For Expedited Plan Review, the initial plan review to be complete within five (5) to seven (7) working days and recheck within five (5) working days. 16. Fee(s) are charged in conformance with the City's Miscellaneous Fee Schedule, 17. Provide in-house temporary staff as approved by the Executive Director of the Planning and Building Agency. 18. Courier service for pickup and delivery of plans to the City shall be provided at no additional cost. 19. Plan review shall be performed electronically using the City's electronic plan review system when requested by the City. No additional fees shall be charged for electronic plan review. B. Building Inspection Services Consultant shall perform the following services. 1. Building inspection services for industrial, commercial, residential and public buildings to determine compliance with approved plans and documents as well as applicable building standards as related to existing and proposed buildings. 2. Building inspection services for compliance with California state-mandated regulations for energy conservation, disabled access, green building standards and City adopted ordinances. 3. Building inspection services for compliance with Federal Flood Plain regulations for projects in the special flood hazard area designated on the flood insurance rate map (FIRM) as Flood Zone A or AE. 4. Building inspectors shall be certified to perform inspections for compliance with applicable California Building Standards Codes. 5. Building inspectors shall complete all necessary City forms and documents, enter results, and follow the City's workflow when an inspection is conducted. Inspectors will provide accurate correction notices and inspection records. 6. Building inspections shall be charged at an hourly rate of$100.00/hour when performed by a Certified Building Inspector and a rate of$125.00/hour when performed by a Senior Certified Building Inspector. Mileage will not be reimbursed by the City. 7. Provide accelerated building inspection services on an as-needed basis. 8. Provide in-house temporary staff. C. Technical Services Consultant shall perform the following services. 1. Technical services shall be provided as-needed at hourly rates listed in Sections A and B above, based on the qualifications of the consultant that will provide the service. Technical services shall include training and technical studies with reporting with rates ranging from $80.00/hour to $150.00/hour, and document management system administration services with rates ranging from $25.00/hour to $45.00/hour based on experience. 2. Permit technical services shall be charged at an hourly rate of$70.00/hour when performed by non-certified permit technicians and $85.00/hour when performed by Certified Permit Technician, 3. Structural Peer Review services shall be performed by a California registered Structural Engineer who has expertise in the current edition of ASCE 41 and performance-based structural design methodologies. Peer reviewer shall have technical expertise in the evaluation and retrofit of buildings similar to the one being reviewed and shall be familiar with the technical issues and regulations governing the work to be reviewed. Consultant shall provide a lump sum fixed fee for the structural peer review services based on the scope and complexities of the project. This fee shall be subject to the approval of the project applicant as a pass-through fee and shall be paid by the project applicant in conformance with the City's Miscellaneous Fee Schedule. EXHIBIT B INSURANCE REQUIREMENTS Prior to undertaking performance of work under this Agreement, Consultant 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 Consultant. 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 $2,000,000 per occurrence and $4,000,000 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 Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance, provided that such policy is endorsed for business use and provides coverage with a minimum limit of$1,000,000. Required policy limits can be met with primary and umbrella/excess insurance policies. 3. Workers' Compensation (WC): 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 Consultant has no employees and signs request to waive such insurance. 4. Professional Liability (PL): with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. 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 Consultant's CGL and AL policies, with respect to any liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Consultant's 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 Consultant's CGL, AL, and WC policies which arise from work performed by Consultant under this Agreement. 3. For any claims related to this contract, Consultant'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 Consultant'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: (Name of Department Staff Responsible for Agreement), Address of Department Responsible for Agreement, M-XX, 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 Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. 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 A:VII, unless otherwise acceptable to City. Verification of Coverage Consultant 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. AC"REP® CERTIFICATE OF LIABILITY INSURANCE DATE(MM@DIYYYY) 03/06/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(Ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Tina Cowie NAME: Cornerstone Specialty Insurance Services,Inc. PHONE (714)731-7700 FAx (714)731-7750 AIC No Ext: AIC,No): 14252 Culver Drive,A299 ADDRIE55: tlna@Gornerstonespecialty.cem INSURERS)AFFORDING COVERAGE NAIC# Irvine CA 92604 INSURER A: Travelers Indemnity Co of Conn 25682 INSURED INSURER B: Travelers Property Casualty Co 25674 JASON ADDISON SMITH CONSULTING SERVICES,INC., INSURERC: Arch Insurance Company 11150 ❑BA JAS PACIFIC INSURER D: 13925 City Center Drive,Suite 200 INSURER E: Chino Hills CA 91709 INSURER F: COVERAGES CERTIFICATE NUMBER: 25126 COVERAGES REVISION NUMBER: THIS IS TO CERTIFYTHATTHE 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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 AUUL POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICYNUMBER MMIDDIYYYY) (MMMDrYYYYI LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2.000,000 ELATE CLAIMS-MADE Zf!\ OCCUR PREMISES Ea aecunence $ 1.000,000 X BLNKT ADD°L INSUREDlP 8 NG MED EXP Any one person] $ 5,000 A X BLNKT WVR OF SUBRO Y Y 680-1 H359042 08/0812025 08/08/2026 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPL€ES PER:. GENERALAGGREGATE $ 4,000,000 POLICY Eg jECT LOC 4,000,000 PRODUCTS-COMPlOPAGG $ OTHER: S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,0a0,000 (Ea accident X ANYAUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED Y Y BA-DS426316 08/0812025 08/08/2026 BODKYINJURY Per accident $ AUTOS ONLY AUTOS ( } HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ X UMBRELLA DAB X OCCUR $ 5,000.000 EACH OCCURRENCE B EXCESS LIAB CLAIMS MADE Y Y CUP-3429T370 08/08/2025 08108/2026 AGGREGATE $ 5,000,000 DEO I X RETENTION$ 0 S WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN X STATUTE ER B ANY PROPRIETORIPARTNERlEXECUTIVE �yry�� EL EACH ACCIDENT $ 1,000,000 OFFICERIMEMBER EXCLUDED? LJ NIA Y UB-SK37343A 08/0812025 08/08/2026 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 Professional Liability Each Claim $2,000.000 C Claims Made PAAEP0184400 08/08/2025 08105/2026 Annual Aggregate $4,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) RE:RFQ 2025-130 for On-Call Building Safety Division Services City,its City Council,its officers,officials,employees,agents,and volunteers are Additional Insured for General Liability but only if required by written contract with the Named Insured prior to an occurrence and as per attached endorsement.Coverage is subject to all policy terms and conditions.*30 days notice of cancellation,except for 10 days notice for non-payment of premium.For Professional Liability coverage,the aggregate limit is the total insurance available for all covered claims reported within the policy period. [�y�fTT VEDguyen at�5aMar 26,2026 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. ATTN:Planning&Building Agen 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana CA 92701 O 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 680-1H359042 NAMED INSURED: Jason Addison Smith Consulting Services, Inc. dba ]AS Pacific POLICY PERIOD: 8/8/2025 to 8/8/2026 COMMERCIAL GENERAL LIABILITY 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 h. This insurance does not apply to "bodily AN INSURED; injury" or"property damage" caused by "your Any person or organization that you agree in a work" and included in the "products- "written contract requiring insurance"to include as completed operations hazard" unless the an additional insured on this Coverage Part, but: "written contract requiring insurance" specifically requires you to provide such a. Only with respect to liability for"bodily injury", coverage for that additional insured, and then "property damage" or"personal injury"; and the insurance provided to the additional b. If, and only to the extent that, the injury or insured applies only to such "bodily injury" or damage is caused by acts or omissions of "property damage"that occurs before the end you or your subcontractor in the performance of the period of time for which the "written of "your work" to which the "written contract contract requiring insurance" requires you to requiring insurance" applies, or in connection provide such coverage or the end of the with premises owned by or rented to you. policy period, whichever is earlier. The person or organization does not qualify as an 2. The following is added to Paragraph 4.a. of additional insured: SECTION IV — COMMERCIAL GENERAL c. With respect to the independent acts or LIABILITY CONDITIONS: omissions of such person or organization; or The insurance provided to the additional insured d. For "bodily injury", "property damage" or is excess over any valid and collectible other "personal injury" for which such person or insurance, whether primary, excess, contingent or organization has assumed liability in a on any other basis, that is available to the additional insured for a loss we cover. However, if contract or agreement. you specifically agree in the "written contract The insurance provided to such additional insured requiring insurance" that this insurance provided is limited as follows: to the additional insured under this Coverage Part e. This insurance does not apply on any basis to must apply on a primary basis or a primary and any person or organization for which non-contributory basis, this insurance is primary coverage as an additional insured specifically to other insurance available to the additional is added by another endorsement to this insured which covers that person or organizations Coverage Part. as a named insured for such loss, and we will not f. This insurance does not apply to the share with the other insurance, provided that: rendering of or failure to render any (1) The "bodily injury" or "property damage" for "professional services". which coverage is sought occurs; and g. In the event that the Limits of Insurance of the (2) The "personal injury" for which coverage is Coverage Part shown in the Declarations sought arises out of an offense committed; exceed the limits of liability required by the after you have signed that "written contract "written contract requiring insurance", the requiring insurance". But this insurance provided insurance provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section ill — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 Includes the copyrighted material of insurance Services Office, Inc.,with its permission COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 8., Transfer 4. The following definition is added to the Of Rights Of Recovery Against Others To Us, DEFINITIONS Section: of SECTION IV — COMMERCIAL GENERAL "Written contract requiring insurance" means that LIABILITY CONDITIONS: part of any written contract under which you are We waive any right of recovery we may have required to include a person or organization as an against any person or organization because of additional insured on this Coverage Part, payments we make for "bodily injury", "property provided that the "bodily injury" and "property damage" or "personal injury" arising out of "your damage" occurs and the "personal injury" is work" performed by you, or on your behalf, done caused by an offense committed: under a written contract requiring insurance with that person or organization. We waive this right a. After you have signed that written contract; only where you have agreed to do so as part of b. While that part of the written contract is in the "written contract requiring insurance" with effect; and such person or organization signed by you before, and in effect when, the "bodily injury" or c. Before the end of the policy period. "property damage" occurs, or the "personal injury" offense is committed. Page 2 of 2 O 2015 The Travelers Indemnity Company.All rights reserved. CG D3 81 09 15 Includes the copyrighted material of Insurance Services Office, Inc.,with its permission Jason Addison Smith Consulting Services, Inc. POLICY# BA-OS426316 Effective: 8/8/2025 to 8/8/2026 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT 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 Part, 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 H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF B. BLANKET ADDITIONAL INSURED USE - INCREASED LIMIT C. EMPLOYEE HIRED AUTO I. PHYSICAL DAMAGE - TRANSPORTATION EXPENSES - INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E SUPPLEMENTARY PAYMENTS - INCREASED K AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO - LIMITED WORLDWIDE COV- LOSS ERAGE - INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE - GLASS R UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that The following is added to Paragraph A.1., Who Is person or organization qualifies as an "insured" An Insured, of SECTION 11 - COVERED AUTOS under the Who Is An Insured provision contained LIABILITY COVERAGE: in Section II. Any organization you newly acquire or form dur- C. EMPLOYEE HIRED AUTO ing the policy period over which you maintain 1. The following is added to Paragraph A.1., 50% or more ownership interest and that is not Who Is An Insured, of SECTION 11 - COV- separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: Coverage underthis provision is afforded only un- An "employee" of yours is an "insured" while til the 180th day after you acquire or form the or- operating an "auto" hired or rented under a i ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is earlier. name, with your permission, while performing duties related to the conduct of your busi- B, BLANKET ADDITIONAL INSURED ness. The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in B.5., Who Is An Insured, of SECTION 11 • COVERED Other Insurance, of SECTION IV - BUSI AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and ered "autos"you own: executed by you before the "bodily injury" or (1) Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow; and during the policy period, to be named as an addi- (2) Any covered "auto" hired or rented by tional insured is an "insured" for Covered Autos your "employee" under a contract in Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 0215 ©2015 The Travelers Indemnity Company. AI rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO permisslon, 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 isadded to Paragraph A.1., Who Is tle any such claim or "suit" and keep Ainadvised of all proceedings and ac- An Insured, of SECTION II - COVERED AUTOS tions. LIABILITY COVERAGE: Any "employee" of yours is an Neither you nor any other involved an "insured"while us- "insured" will make any settlement ing a covered "auto"you don't oven, hire or borrow without our consent. in your business or your personal affairs. (iii) We may, at our discretion, participate E SUPPLEMENTARY PAYMENTS - INCREASED h defending the "insured" against, or LIMITS h the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "suit". of SECTION li - COVERED AUTOS LIABIL- (iv) We will reimburse the "insured" for ITY COVERAGE: sums that the "insured" legally must (2) L� to $3,000 for cost of bail bonds (in- pay as damages because of "bodily cluding bonds for related traffic law viola- injury" or"property damage" to which Lions) required because of an "accident" this insurance applies, that the "in- we cover. We do not have to fumish sured" pays with our consent, but these bonds. only Lp to the limit described in Para- 2 The following replaces Paragraph A.2.a.(4), graph C., Limits Of Insurance, of of SECTION II - COVERED AUTOS LIABIL- SECTION II - 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 of the "insured" against any such F. HIRED AUTO - LIMITED WORLDWIDE COV "suit", but only up to and included ERAGE - INDEMNITY BASIS within the limit described in Para- The following replaces Subparagraph (5) h Para- graph C., Limits Of Insurance, of graph 8.7., Policy Period, Coverage Territory, SECTION 1 _ COVERED AUTOS of SECTION IV - BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to (5) Anywhere h the world, except any country or make such payments ends when tine jurisdiction while any trade sanction, em- have used up the applicable limit of bargo, or similar regulation imposed by the insurance in payments for damages, United States of America applies to and pro- settlements or defense expenses. hibits the transaction .of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured" whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 31 days or less (c) This insurance is not a substitute for re- and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your "employees", country outside the United States, its ter- partners (if you are a partnership), members ritories and possessions, Puerto Rico and (if you are a limited liability company) or Canada. members of their households. Page 2 of 4 c0 2015 The Travelers Indemnity Company.All rights reserved. CA 73 53 0215 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO You agree to maintain all required or (2) In or on your covered "auto". compulsory insurance h any such coun- This coverage applies only in the event of a total try y3 to the minimum limits required by theft of your covered "auto". local law, Your failure to comply with I b deductibles apply to this Personal Property compulsory insurance requirements will coverage. not invalidate the coverage afforded by K AIRBAGS this policy, but we will only be liable to the same extent we would have been Gable The following is added to Paragraph B.3., Exclu- had you complied with the compulsory in- sions, of SECTION III - PHYSICAL DAMAGE surance requirements. COVERAGE: (d) It is understood that we are not an admit- Exclusion 3.a. does not apply to "loss" to one or ted or authorized insurer outside the more airbags in a covered "auto" you mm that in- United States of America, its territories flate due to a cause other than a cause of "loss" and possessions, Puerto Roo and Can- set forth in Paragraphs A.1.b. and A.1.c., but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that "auto" is a covered "auto" for Compre- for compliance in any way with the laws hensive Coverage under this policy; of other countries relating to insurance. b, The airbags are not covered under any war- e WAIVER OF DEDUCTIBLE - GLASS ranty; and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated, ble, of SECTION III - PHYSICAL DAMAGE We will pay up to a maximum of$1,000 for any COVERAGE: one "loss". I\b deductible for a covered "auto" will apply to L NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced. The following is added to Paragraph A.2.a., of R HIRED AUTO PHYSICAL DAMAGE - LOSS OF SECTION IV- BUSINESS AUTO CONDITIONS: USE- INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Para- tive prompt -notice of the "accident" or "loss" ap- graph A.4.b., Loss Of Use Expenses, of SEC- plies only when the "accident" or "loss" is known TION III - PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a) You (if you are an individual); for loss of use is $65 per day, to a maximum of (b) A partner (if you are a partnership); $750 for any one "accident". (c) A member (if you are a limited liability com- I. PHYSICAL DAMAGE - TRANSPORTATION pany); EXPENSES - INCREASED LIMIT (d) M executive officer, director or insurance The following replaces the first sentence in Para- manager (if you are a corporation or other or- graph A.4.a., Transportation Expenses, of ganization); or SECTION III - PHYSICAL DAMAGE COVER- (e) Any "employee" authorized by you to give no- AGE: tice of the "accident" or"loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.5., Transfer curred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us, ered "auto" of the private passenger type. of SECTION IV - BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS: The following is added to Paragraph A.4., Cover- 5. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III - PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex- We will pay up b $400 for "loss" to wearing ap- signed and execuent required of te nou or to any contract arel and other personal roe which is: g P y "accident P P property dY or"loss", provided that the "accident" or"loss" (1) Owned by an "insured'; and arises out of operations contemplated by CA T3 53 0215 ©2015 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes wpyrghled material of Insurance Services Office, Inc. wth its permission. COMMERCIAL AUTO such contract. The waiver applies only to the The unintentional cmisslon of, or unintentional person or organization designated n such error in, any information given by you shall not contract. prejudice your rights under this insurance. How- 14 UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV- BUSINESS AUTO CONDITIONS: Page 4 of 4 02015 The Travelers Indemnity Company.All rights reserved. CA T3 53 0215 Includes copyrighted material of Insurance Services Office, Inc. with its permission. I NAMED INSURED: Jason Addison Smith Consulting Seivices, Inc.POLICY NUMBER: BA-OS426316 POLICY 'PERM: 818/2025 TO 8/8/2026 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 2. The following is added to Paragraph 8.5., other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV - BUSINESS AUTO Is An Insured, of SECTION II - COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part 5. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Covered Autos organization, that is signed by you before the Liability Coverage, but only for damages to which "bodily injury" or. "property damage" occurs and i this insurance applies and only to the extent of that is in effect during the policy period, requires that person's or organization's liability for the this insurance to be primary and non-contributory. conduct of another"insured". CA T4 740216 R 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. I TRAVELERS WORKERS COMPENSATION ONE TOWER SQUAPF EMPLOYERS LIABILITY POLICY HARTFORD CT M6183 ENDORSEMENT WC 99 03 75 ( A)- ooi POLICY NUMBER: UB-8K37343A WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA (BLANKET WAIVER) 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. The additional premium for this endorsement shall be 2. oo % of the California workers' compensation pre- mium. Schedule Person or Organization Job Description ANY PERSON OR ORGANIZATION FOR ENGINEERS WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The informatiion below is required only when this endorsement is issued subsequent tD preparation of the policy.) Endorsement Effective 8f8125 Policy No. U&-81<37343A Endorsement No. Insured Jason Addison Smith Consulting Services Inc. Premium Insurance Company Countersigned b DATE OF ISSUE: 08-01-25 ST ASSIGN: Page 1 of 1 Policy Number: PAAEP0184400 Insurer in investigating or settling any Claim or in the Insured's defense of any Claim, nor shall the Deductible apply to any such loss of earnings, fees, costs or expenses. C. However, the above condition does not apply to reasonable costs incurred, with the express written consent of the Insurer, in securing the co-operation of former principals, partners, officers, directors, members, shareholders, trustees or employees of the Named Insured in the defense of a Claim. 12. ADMISSION OF LIABILITY The Insured shall not, without the prior written consent of the Insurer, incur any expenses, including but not limited to forgoing or reducing any compensation due or alleged to be due, or make any other payment, assume any obligation, settle or offer to settle, attempt any remedial measure or in any way admit or acknowledge liability in connection with any Claim or potential Claim. 13. NO ACTION AGAINST INSURER A. No action shall lie against the Insurer or their representatives unless, as a condition precedent thereto, the Insured shall have fully complied with all the terms and conditions of this Policy, or until the amount of any Damages has been finally determined either by operation of law or by written agreement of the Insured, the claimant and the Insurer. B. Nothing contained in this Policy shall give any person or organization any right to join the Insurer as a defendant or co-defendant or other party in any action against the Insured to determine the Insured's liability. 14. OTHER INSURANCE This Policy shall apply in excess of: A. any other valid and collectible insurance available to any Insured, including, but not limited to, any project specific professional liability and/or contractors pollution liability insurance; and B. any self insured retention or deductible portion thereof; unless such other insurance is written only as specific excess insurance over the Limit of Liability of this Policy. 15. CHANGES None of the Insuring Agreements, Exclusions, Definitions or other terms and conditions of this Policy shall be amended, waived or otherwise changed except by endorsement hereto signed by the Insurer. 16. NAMED INSURED AS AGENT The first Named Insured specified in Item 1. of the Declarations shall be considered the agent of all Insureds with respect to the giving of or receipt of all notices pertaining to this Policy and shall be responsible for the payment to the Insurer of all premiums and for payment of the Deductible. 17. SUBROGATION 05 AEP0055 00 05 15 Page 18 of 21 Policy Number: PAAEP0184400 In the event of any Claim 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 Claim 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 entity(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 flamed 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 continue 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: 1. 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 Page 19 of 2.1