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HomeMy WebLinkAboutPARAGON PARTNERS (3) -2015INSURANCE NOT ON FILE WWF , NIAY O PROCEED CLIERK OF COUNCIL DATE:AUG 2 12015 S e A-2015-164 CONSULTANT AGREEMENT CITY OF SANTA ANA THIS AGREEMENT is made and entered into this 5a' day of August, 2015 by and between Paragon Partners Ltd., a sole ownership entity, (hereinafter "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 (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of Property Management Scrvices, B. Consultant represents that Consultant is able and willing to provide such services to the City. C. hr undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm. in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terns and, conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and. Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total sum to be expanded under this Agreement shall not exceed $200,000 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work perfor€ned, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date rrst written above and terminate on August 5, 2018,.unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire tern 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. 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 untended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, sots involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d.. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in fall force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to 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 contractors, 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 teens of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding, Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed Linder this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant Linder 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 Linder 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 interests and shall not have interests, direct or indirect, which world conflict in any manner with performance of services specified. in Certifications, Exhibit C, attached hereto and incorporated in this Agreement by reference. 12. NOTICE - Anynotice, tender,, demand,, delivery,, or other communication pursuant -to -this- Agreementshall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 With courtesy copies to: To Consultant: Fred Mousavipour, Executive. Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-5654 Paragon Partners, Ltd. Neilia La Valle, President and. CEO 5762 Bolsa Avenue, Suite 4201 Huntington Beach, CA 92649 neilia@paragon-partners, coin 714-379-3376 (Office) Jose Sandoval Assistant City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714-647-6515 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. 1.3. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 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. 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. 16. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations and as further specified in Certifications, Exhibit C, attached hereto and incorporated in this Agreement by reference. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the tern of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by -the lawsanZl regulations ofthe UnitedStates, tike Statof Califo-ri the City -of Santa—Ariaa and all: other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Additional provisions, if any are identified as Additional Provisions, Exhibit D, attached hereto and incorporated into this Agreement by reference. b. 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 ternis 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: c.- Mgav Maria Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Bfistant Jdoval ACity Attorney FOR APPROVAL: :ive Director Works Agency CITY OF SANTA ANA David C vazos City Manager CONSULTANT: 4amon Partners Ltd. Neilia La Valle, President and CEO Tax ID #33-0572526 SCOPE OF SERVICES • SANTA ANA PUBLIC WORKS AGENCY PROP OSAL FOR PROPERTY MANAGEMENT SERVICES JUNE 10, 2015 June 10, 2015 Kenny Nguyen, Project Manager City of Santa Ana, Public Works Agency 20 Civic Center Plaza Santa Ana, CA 92701 Dear Mr. Nguyen, Subject. Property Management Services RFP No.: 16-043 Paragon Partners Ltd. (Paragon) is excited to submit this proposal to provide the City of Santa Ana (City) with property management services. We offer the following: Firm and Team Experience. We have worked with the City throughout the past 15 years during which we have successfully completed several City projects requiring right of way specialty and property management services. We have gained an in-depth understanding of your processes, culture and dynamics. We acknowledge that a recent organizational change affected our work product; however, we assure the City that such changes were Implemented to more effectively serve public agencies. We are confident in our renewed ability to serve the City and look forward to the opportunity to once again assist in moving your projects forward. Understanding of Need. Based on our previous experience with the City and extensive background in property management services, we have developed a strong understanding of your needs. Our property managers are experts in short and long term property management services. They understand how to work with the Santa Ana community and are fully knowledgeable of the state and federal requirements that. govern their work. Further, due to our professionals' extensive experience working in and around Santa Ana, they are familiar with the cultural and political sensitives of the area.,, Relevant Project Experience and References. in addition to our expert project team, Paragon offers the City'a proven track record of successfully providing property Management services to public agencies In Orange County and Southern California. Further, we have a long-standing relationship with the City and have provided comprehensive right of way services on several projects since 1999. Paragon also maintains a proven track record of successfully providing comprehensive right of way services to nearby and neighboring cities and agencies, including: the City of Newport Beach; City of Costa Mesa; City of Irvine; City of Huntington Beach; City of Yorba Linda; Orange County Transportation Authority; and Alameda Corriclor-East Construction Authority. We encourage the City to contact our references, listed on page 10, to verify the quality, timeliness and cost-effectiveness of our services. Fees. We are sensitive to the budget constraints local agencies often face. We are willing to work within the City's budget and are submitted fees are negotiable. Please do not hesitate to reach out with additional questions. Your project manager and single point of contact, Jim Lemont, may be reached by phone at (714) 379-3376, or electronically at jlemont@paragon-partners.com. Sincerely, J Neilia LaValle, President & CEO (714) 379-3376, ext. 2011 neilia@paragon-partners.com 5762 Bolsa Avenue, Suite 2011 Huntington Beach, California 92649 (714) 379-3376 1 www.paragon-partners.com AGREEMENT STATEMENT Paragon requests the following revisions to the City's sample consultant agreement. Page 2: 6.b. Business Automobile Liability Insurance. Please delete "owned." Paragon does not own any automobiles and, therefore, does not carry coverage for "owned" autos. We carry coverage for "hired" and "non -owned" autos only and will provide a letter verifying that we do not own any automobiles. If Paragon purchases any vehicles in the future it will obtain the required coverage and provide the City of Santa Ana with revised insurance certificates. Page 3: 6.e.(iiij. Please add "except ten (10) days prior notice for non-payment of premiums." UNDERSTANDING We understand that the City is seeking a qualified Right of Way Property Management firm to provide as -needed post acquisition property management services during the transition from occupancy to demolition in addition to long term property management for City -owned properties. Work will be issued on a task order basis. Paragon will provide interim and long term property management. Interim management applies to property acquired to be used for project construction. Long term management is applicable for land and buildings that will ultimately be classified as excess to City project requirements. All activity will be carried out in a professional, cost effective, and timely manner consistent with applicable state and federal regulations including Caltrans procedures and California Department of Real Estate requirements. Services include but are riot limited to: Inspect all city owned properties and to confirm tenancy of occupants Coordination of utility connections and disconnections Preparing and facilitating short-term rental agreements Rent collections Providing eviction services Property maintenance and security Preparing and issuing notices to vacate in accordance with state law Coordination of final asbestos and lead surveys Monitor the demolition of structures and removal of underground storage tanks or other environmental concerns Further, we understand that Santa Ana has a large Hispanic population. Paragon has bilingual property managers who will ensure property owners and tenants understand the process. PARAGON _ _ \� PART"dERS 7\: ,(?l ��!I1 fi V\T F„P11L1\T Management of properties is an integral part of the acquisition process. The tone set by the property management program will potentially impact displacees and will impact neighbors and the rest of the community. Paragon understands the importance of this role and is prepared to manage all acquired properties until the properties are cleared and released for construction. PROJECT IVId'NAGEMENr Upon request by the City, we will develop a Property Management Plan (PMP) for each project. The Plan will include all elements required to guide the property management tasks/issues during the course of the project. It will include policies and procedures relating to coordination with the other members of our team, with displacees still in possession of leasehold interests, with neighbors, with sub -consultants and other City consultants, and with governmental authorities. The PMP will delineate the requirements and procedures necessary to take over and secure the property at close of escrow and to maintain the property prior to and after demolition. It will also outline the process for environmental testing and abatement prior to demolition of structures and define the role of sub -consultant contractors. It will define the property inspection schedule and record keeping requirements for all properties. The procedures for leasing or renting of property prior to being needed for construction of the Project will also be addressed. Procedures for coordinating with the City's other contractors will also be delineated. Finally, we will provide a checklist for lead/asbestos testing and abatement and subsequent demolition. A Property Inventory Report (PIR) will be submitted monthly to the City by the date specified. It will list the properties owned by the City and their status. The PIR will contain the status of interim rental collections, lead and asbestos testing & abatement, board -up, fencing and demolition data. Paragon also will secure the property to protect the asset from trespassers, vandals, or looters. Unless the property is to be leased or rented, utility company notification for shutoff will be made within one working day of close of escrow. As required, we will arrange for pest control, debris removal, and will deal with any other condition noted on a specific parcel as is prudent and necessary under the circumstances. i1I PARAGON � PARTNER` Ufli)i ,T4NDING7OFNEED 13 SCOPE OF WORK Paragon has provided property management services to public and private sector clients for more than two decades. The projects have ranged from interim property management of properties acquired by public agencies through the period of final disposition to management of revenue- producing facilities for public agencies. We have reviewed the City's proposed scope of work and are prepared to provide with the following services. Depending on the specific property to be managed, we recommend meeting with the City to customize the final scope of services to meet the exact requirements of the assignment. We believe the City will benefit by utilizing our firm's professional expertise, relevant property management experience and technical knowledge. We are prepared to manage all acquired properties until they are cleared and released for construction. All work will conform to the City's policies and procedures, as well as federal, state and local regulations. Our property managers are in continuous communication with acquisition, relocation, and title and escrow personnel, to ensure a successful transition of responsibilities. In addition and when necessary, and in conjunction with relocation assistance personnel, our property managers will communicate and coordinate with those displacees still in occupancy when the title transfers, as well as any tenants the City permits to occupy properties. We will coordinate with governmental authorities, as required, regarding safety and maintenance issues, and with neighbors, as necessary, to positively enhance the project's image within the community. Services pertaining to property management, include but are not limited to: SPECIFIC APPROACH Provide supervision, coordination and Select and work closet with qualified Property management of contractors who provide vendors from our existing network of Management the various property management licensed, local and responsive Coordination functions (plumbing, electrical, serviceproviders. board -up, etc.). Property Provide liaison services for the City for Management the handling of all concerns complaints and/or problems regarding any property Liaison management issues. �1 PARAGON k PARTNERS DELIVERABLE • Status reports • Change of ownership notification • Bank statements and rent rolls • Account reconciliation reports • Escrow fund statements • Closed files 1t. ate potential resolutions. managers are able to . Correspondence files al with problem tenants by pathy'and courtesy, as well> JiV?E OF ScRVICES AND SCHEDULE I 11 TASK DESCRIPTION SPECIFIC APPROACH DELIVERABLE Review and approve invoices submitted by each property management subconsultant We will confirm that all services are complete Invoice Services such as service providers andlor and accurately, invoiced for before submittal` maintenance vendors. Submit invoices to the to the City, City for approval and payment processing. Based on experience, we are able to anticipate early on the utilities that require disconnection and/or transfer of services. We will: • Provide early notification to tenants to Confirm with utility companies the transfer transfer or shut-off services. utility of necessary accounts to the City or their • Provide early coordination with utility Coordination designee. utilities include but are not limited companies for the relocation or removal to water, trash, sewer, gas and electricity. of meters and to minimize lead time. • For meter removals within the public right of way and requiring approved traffic control plans, we will work with the utility company and the City to group meter removals as much as possible. Security services Lawn Care Maintenance Services Month -to -Month Occupancy Coordinate information with City staff and Police Department representative as necessary. If required, we will coordinate and/or contract with a vendor for nighttime security services for the project area. Cost of security services will be passed through to. the City. Only to prevent the property from becoming a nuisance. We will contract with a company to provide limited and necessary lawn maintenance. Cost of lawn care services will be passed through to the City. Contract with a maintenance services company as needed. We will order and coordinate any repairs regarding health and safety issues. Cost of maintenance services will be passed through to the City (e.g., routine clean-up, heating repairs, plumbing, electrical problems, rodent issues, etc.). Select and work closely with a qualified securityservice,from our existing' network who is properlylicensed; responsive and familiar with the project area. Conduct regular site visits to monitor and mitigate potential nuisance. Watering to be in compliance with applicable water -use restrictions. Select and work closely with qualified vendors from our existing network of licensed, local and responsive service' providers. • Invoices • Backup' documents, as required • Reporting regarding shut-off and meter removal • Records, invoices and payments • Records, invoices and payments • Records of proposals, invoices and payments Prepare and obtain signatures on Month -to- Review and update files on a monthly basis. • Signed agreements Month Occupancy Agreements, as needed. IPARAGON PARTNERSSCOPC CE SEP%/10ES AND SCHEDULE 1 12 TASK DESCRIPTION SPECIFIC APPROACH DELIVERABLE Securing As necessary, contract with a subconsuitant Property to secure the property. Eviction Coordinate with City, legal counsel and legal Coordination messenger service companies to provide necessary services to process evictions. This includes utility disconnections, meter Demolition removal, asbestos and lead testing, and Coordination coordination and oversight of demolition contractors. I PARAGON PARTNERS Undertake measures to ensure that City property is secured. Measures include window/doorboard-up, fencing, door lock resettinglreplacement, and notification to local law enforcement and` citypersonnel. Identify eviction candidates early on in order to be prepared to commence eviction as soon as possible of necessary. based on the lowest responsible bid from at least three (3) bids, When required, we will ensure the payment of prevailing wages and will give City staff the opportunity to review all procurement procedures and make final • Records, invoices and payments • Eviction correspondence and files • Records of proposals; invoices and payments • Proof of demolition services: rendered SCOPE 02 SFRVICES AND SCHEDU? E 1 13 Clear and straightforward information will • Monthly ledger Rent Collection Collect monthly rent payments and deliver to be given to the tenants regarding rent, due payments received and the City. dates, late fees, and possible consequences expenses for late payments. - Rent rolls Rent to Hold Vacant Prepare and obtain signatures on documentation required for Rent to Hold Maintain organized files for easy access and follow up_ .Signed agreements Agreements Vacant agreements, as needed. Vacancy of Unit Complete an exit inspection and a Certificate We will obtain and keep, a co set of keys p p Ys to Units keys y of Abandonment. ensure access to units at all timesi Coordinate the fencing of acquired properties. If necessary, we will provide Select and work closely with qualified Fencing emergency fencing repair services for the vendors from our existing network of • Records, invoices Services project area. Cost of fencing services will be licensed, local and responsive service and payments passed through to providers. the City. Securing As necessary, contract with a subconsuitant Property to secure the property. Eviction Coordinate with City, legal counsel and legal Coordination messenger service companies to provide necessary services to process evictions. This includes utility disconnections, meter Demolition removal, asbestos and lead testing, and Coordination coordination and oversight of demolition contractors. I PARAGON PARTNERS Undertake measures to ensure that City property is secured. Measures include window/doorboard-up, fencing, door lock resettinglreplacement, and notification to local law enforcement and` citypersonnel. Identify eviction candidates early on in order to be prepared to commence eviction as soon as possible of necessary. based on the lowest responsible bid from at least three (3) bids, When required, we will ensure the payment of prevailing wages and will give City staff the opportunity to review all procurement procedures and make final • Records, invoices and payments • Eviction correspondence and files • Records of proposals; invoices and payments • Proof of demolition services: rendered SCOPE 02 SFRVICES AND SCHEDU? E 1 13 EXHIBIT B FEE PROPOSAL CITY 4F SANTA ANA SANTA ANA PUBLIC WORKS AGENCY FEE PROPOSAL O, a a :fir 4< RRI NL), 15-N3 JUNE 10, 2015 rTi n v 0 a 0 &mass a n z z a affigazza Local Acsistamm Precedur"Manuat E miBr3 1O -FI SAMPLE COST PROPOSAL (EXAMPLE #2) Paget oft SFECQRC RATE OF CompsNhSAuoN (USE FORON-CALL OR As -NEEDED CONTRACTS) (CONSTRUCTION ENGINEERENG AVD INSPECBON CONTRACTS) EXHUT 10-H e Cost Proposal Consultant or Subconsultant Pruawn Partners Ltd. Contract Nol5-043 PropertvMana_oement Services Date June 10- 2015 Fringe Benefit oto + Overhead % + General Administration % = Combined Indirect Cost Rate (ICR) % (= 0°/ if Included in OFT) (=0°l if Included in OH) FEE%= Standard Hourly Rates Apnly RiT.I.MG.MFORiMATION CALCITLATION MFORMATK)N NanuvImb TideiClassification' Hourly Billing Rates' Straight OT(1.5x) OT(2x) Effective date of hourly rate From To Actual or Avg. hourlymtee %or$ increase Hourly range - for classiFiptions onl Pmject Manager. -Jim Lemont $150.00 06/01/2015 1251/2016 $150,00 3%per yr Not Applicable Property Manger—Wellcome, Garcia, Quinlan 595.00 $95.00 0610112015 0610I20I5 InIr.016 12/3112016 $95.00 $95.00 3Y. per yr 3%peryr Not Applicable Not Applicable Project Coordinator—Sandoval, Simon $75.00 $75.00 06/01/2015 061012015 12/312016 1213I2016 $75.00 $75.00 3%per yr 3/o per yr Not Applicable Not Applicable 1. Names and classitications of consultant (key start) team members must be Ustac, tvovrae separate sheets Loi prune Ma all subcronsurma:Tinos. 2 Billing mte = act al hourly rate - (1+ ICR) "(1+Fee). Agreed upon billing rates are not adjustable for the term of contract _. For named emplovees enter the actual hourly rate. For classifications only, enter the Average Hourly Rate for that classification. NOTES: • Denote all employ,c mblat to prnailing wagewfth m art ilmM • For"Otho Din,dCo3"littine, see page 2 ofthis Exhibit UP 13-01 May 8, 2013 M X Z -a C) Wl �O 'aV,Z w LocalAsis' um Pracedt slda'nllai ma=10-H Sample CustFProposa1 EXH=10-H SAMPLE COST PROPOSAL(EXAINYPI PtIII - SPEGFFiCIZ::T2lg'CA+v9Fu'I�Se1730N�i15gF4R�•C.S.I,I. T1&A3-IdEFl��.CfiA'f_'3AC15} (C0.NSERIIC'FzAN FSNGBdS&KLNLIA^ID INSaEG°IION fX3NIIi9Cfa') Covsc kaafas 3i b ansullant Par mn l'ar nem Ltd. G)ntsactN)15- t43 Simices Dam Juni 10. 2015 DIPORTAIi.NO= 1. Listdin�eostitems withesfrseafi;d cc6-tiThesz cels sl+onldUz compcfifiivcinflieiz xes;zcli�;++,h,*'�+; Kand scgP��withs�xoF®eiideca£rns. 2- 3. 3. 4. S. 6_ aMt M Ih mas 01=Iod-fir 7ddbe & �anomnitarnlxioposesx�tAl ct�a%rav^r...e''rlc, thecnmpanYmustfi=men&eGeie dmt fiisis tbeirstazulardpmcedCere�aiall bEtLea conimctsandfiuitti�y.donotomaa�.�veincies &rat vpffidTm_ us=,d nth. saznP ��e. . Fagc2 .LFP 13-91 Af2y $, 2013 SCHEDULE OF OTHER DIRECT COST 1TFMS FPXAE CONSULTANT Su3co-NSULTAIS'r tal. = SLBCOfN9TZTA.NT �= DESCRLYTEONT OF UNIT I I7Nt1`. TOTAL DE3GR]PTIONOF UNrl 1 UYiT TOTAL IIESUZIPTIO OF U_NST LNIT TOTAL TEMS COST ITEMS MST ITEMS COST acal vl eige imilc I SD.575 :} Tel -illy cost G*m Each $0.15 Nmeage f=-Je $0575 } Poskga cost } } PRIME TOT`T-ODCs= STBCOiNSUL.TANT 41 ODCs= SFJBC MbLT_ANT �Q CDCs= DIPORTAIi.NO= 1. Listdin�eostitems withesfrseafi;d cc6-tiThesz cels sl+onldUz compcfifiivcinflieiz xes;zcli�;++,h,*'�+; Kand scgP��withs�xoF®eiideca£rns. 2- 3. 3. 4. S. 6_ aMt M Ih mas 01=Iod-fir 7ddbe & �anomnitarnlxioposesx�tAl ct�a%rav^r...e''rlc, thecnmpanYmustfi=men&eGeie dmt fiisis tbeirstazulardpmcedCere�aiall bEtLea conimctsandfiuitti�y.donotomaa�.�veincies &rat vpffidTm_ us=,d nth. saznP ��e. . Fagc2 .LFP 13-91 Af2y $, 2013 d A HOURLY FEE SCHEDULE CLASSIFICATION HOURLY RATE PROJECT MANAGER $150.00 PROPERTY MANAGER $ 95.00 PROJECT COORDINATOR $ 75.00 DIRECT CHARGES COPIES (XEROX) @ $0.15 each PAGERSICELLULAR @ Cost D & E SIZE COPIES @ $5.00 each AIR TRAVEL & LODGING @ Cost REAL ESTATE DATA SERVICES Cost + 15% MILEAGE @ $0.575 per mile* TELEPHONEIFAX Cost SUB -CONSULTANTS Cost + 15% POSTAGEIFEDEX Cost OTHER EXPENSES Cost + 15% * Or current IRS allowable Terms of Payment Net 30 days. Invoices will be submitted monthly. All rates are effective as of January 1, 2015. Rates may be revised annually on January 1st to reflect increases in the cost of living and current business conditions. Overtime for applicable labor classifications will be charged at 1.5 times the hourly rate in accordance with California law. PARAGON PARTNERS FEE PROPOSAL. 14 Foo i IIro CERTIFICATIONS NON -COLLUSION AFFIDAVIT APPENDIX ATTACHMENT 3-1: NON—COLLUSION AFFIDAVIT CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR PROPERTY MANAGEME NT SERVICES RFP NO,: 15-043 NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 71.06) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, compimy, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulgedrnfornation or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of Orange Subscribed and sworn to (or affirmed) before me on this 10th day of June , 2015, by Nellia LaValle , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Who proved to me on the basis of satisfactory evidence to be the person(s) whose namejs. i are subscribed to the within instrument and acknowledged tome that he sh they executed the same in his&their authorized capacity(ies), and that by his, ttptheir signature(s) on the Instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California th 't ejDr,pltigara rapt istrue; correct, USq M 0 2 Commlaeinn 2663994 $ ® Notify Public • California otary Public Sign tune Notary Public Seal '� a orange County Page 20 ��%PARAGON PAVFNFRS %/RTIF1(,AT10!\1S 1 15 NON -LOBBYING CERTIFICATION APPENDIX ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR PROPERTY MANAGEMENT SERVICES RFP NO.: 15-043 The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her luiowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, as officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any fimds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Anyperson who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. First Signed and Printed Name: Title President and CEO Date City of Santa Ana RFP 15-043 Page 21 l% PARAGON PARTNERS ATK? I> 16 NON -DI SCPIMINATION CERTIFICATION APPENDIX ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS CITY OF SANTA ANA REQUESTFOR PROPOSALS FOR PROPERTY MANAGEMENT SERVICES RFP NO.: 15-043 The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall 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. 5. The Consultant shall 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/her 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. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant tnay be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution 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, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, City of Santa Ana RFP 15-043 Page 22 IPARAGON �%PARiNER.4ti C[(?T IFICA1ICM I % regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States, 8. Pursuant to California Labor Code Section 1.735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be matte in the employment of persons upon public works because of race, religious crood, calor, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: M,), --P,._ �..»-- NelliaLaValle Title: President and CEO Firm: Paragon Partners Ltd. Date: City of Santa Ana RFP 15-043 Page 23 WNRAOON PAfeT'HERFRSS, v� C'tI2TII 18 EXHIBIT D ADDITIONAL PROVISIONS EXHIBIT 10.1 I NOTICE TO PROPOSERS: DBE INFOPMATION Local Assistance Procedures Manual EXIIRIT 10-I Notice to Proposers DBE Information EXHIBPr 10-I NOTICE TO PROPOSERS DBE INFORMATION The Agency has established a DBE goal for this Contract of 4 % OR The Agency has not established a goal for this Contract. However, proposers are encouraged to obtain DBE participation for this contract. 1. TERMS AS USED IN THIS DOCUMENT • The term "Disadvantaged Business Enterprise" or "DBE" means a for-profit small business concern ownedand controlled by a socially and economically disadvantaged person(s) as defined in Title 49, Code of Federal Regulations (CFR), Part 26.5. • The term "Agreement" also means "Contact." • Agency also means the local entity entering into this contract with the Contractor or Consultant. • The term "Small Business" or "SB" is as defined in 49 CFR 26.65. 2. AUTHORITY AND RESPONSIBILITY A, DBEs and other small businesses are strongly encouraged to participate in the performance of Contacts financed in whole or in part with federal. funds (See 49 CFR 26, "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs"). The Consultant must ensure that DBEs and other small businesses have the opportunity to participate in the performance of the work that is the subject of this solicitation and should take all necessary and reasonable steps for this assurance. The proposer must not discriminate on the basis of race, color, national origin, or sex in. the award and performance of subcontracts. B. Proposers are encouraged to use services offered by financial institutions owned and controlled by DBEs. 3. SUBMISSION OF DBE INFORMATION If there is a DBE goal on the contract, Exhibit 10-01 Consultant Proposal DHE Commitment must be included in the Request for Proposal. In order for a proposer to be considered responsible and responsive, the proposer must make good faith efforts to meet the goal established for the contract. If the goal is not met, the proposer must document adequate good faith efforts. All DBE participation. will be counted towards the contract goal; therefore, all DBE participation shall be collected and reported. Exhibit 10-02 Consultant Contract DBE Information must be included with the Request for Proposal. Even if no DBE participation will be reported, the successful proposer must execute and return the form. 4. DBE PARTICIPATION GENERAL INFORMATION It is the proposer's responsibility to be fully informed regarding the requirements of 49 CFR, Part 26, and the Department's DBE program developed pursuant to the regulations. Particular attention is directed to the following: A. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified through the California Unified Certification Program (CUCP). LPP 13-01 PARAGON PARTNERS Page I of May 8, 2013 CERIIFK„VIONS 1 19 EXHIBIT 10-01 1 CONSULTANT PROPOSAL DBE COMMITMENT Local Assistance Procedures Manual EXHIBIT 10-0I Consultant Proposal DBE Commitment EXHIBIT 10-01 CONSULTANT PROPOSAL DDE COMMITMENT (Inclusive of all DBEs listed at bid proposal, Refet'to instructions on the reverse side of this forst) C(Hstiltatif t0 Complete this Su lon 1. Local Agency Name: City of Santa Ana Public Works Agency 2. Project Locations City of Santa Ana 3, Project Description: Property Management Services 4.Consultam Numc: Paragon Partners Ltd. 5. Contract DBE coal a/o: 4% DBE Commitment Information 6. Description of Services to be Provided 7. DEE Finn Contact Information S.DBECen. 9. DBE% Nn ber reo Local Agency to'Complete this Section - lo, Total .-%Claimed 4y 16. Local Agency Contract Namhee 17, Federalmid Project Number: _ id. Proposed Contract Execution Date: Local Agency certifies that all DRE certifmaations are valid and the information on this form is complete and accurate: ignon repo Mignon" Nellia LaValle 12. Preparer's Name (Print) President and CEO 19. Laval Agency nepresentntive Nome (Print) 13, Preparer's Title June 10, 2015 714-379-3376 20. Local Agency Representative Signature 21. Date 22, Local Agency Representativc'fitie 23. (Area Code) Tel. No. _ 14. Date 15. (Area Code) Tel. No, Distribution: (I)Original - Consultant subntits to local aganay with pmpo5a1 (2) Copy- Local Agency files EPP 13-01 /1Ii\ PARAGON PARTNERS Page I of 2 May 0, 2013 CERTIFICATIONS 120 EXHIBIT 'its -K 1 CONSULTANT CERTIFICATION OF CONTRACT COSTS AND FINANCIAL MANAGEMENT SYSTEM Local Assistance Procedures Mannnt EXHIBIT 10-I{ Consultant Certification of Contract Costs and Financial Management System EXHIBIT 10-K CONSULTANT CERTIFICATION OF CONTRACT COSTS AND FINANCIAL MANAGEMENT SYSTEM (Note: If requesting to tn0ize the Safe Ha rbar Indirect Cost Rafe sabmitAttuclunent I of DLA -OB 13-07 - A* Harbor Indirect Cost Rotefor Consultant Contracts found at htipt/Gvrwv.(to f.cargovfhq1Loea1Pragrams/DLA_OBIDLA_OB.ltit r hr lien of thIs form.) Certification of Final Indirect Cosh: Consultant Firm Name: Paragon Partners Ltd. Indirect Cost Rate: Standard Hourly * for fisenl period 06/01/2015 to _ (mm/dd/yyyy to mm/dd/yyyy) Rates Apply 12/31/2016 *Fiscal periodcovered for Indirect Cost Rate developed (not the contract period). Local Government: City of Santa Ana Contract Number: TBD Project Number; RFP No. 15-043 1, the undersigned, certify that I have reviewed the proposal to establish final indirect cost rates for the fiscal period as specified above and to the best of my knowledge and belief: I, All costs included in this proposal to establish final Indirect Cost Rates are allowable in accordance with the cost principles of the Federal Acquisition Regulations (FAR) of Title 48, Code of Federal Regulations (CFR), Part 31. 2. This proposal does not include any costs which are expressly unaltowabie under the cost principles of the FAR of 48 CFR, Part 31. All (mown material transactions or events that have occurred affecting the firm's ownership, organization, and Indirect Cost Rates have been disclosed as of the date of proposal preparation noted above. Certification of Financial Management System: 1, the undersigned, certify to the best of my knowledge and belief that our Financial Management System meets the standards for financial reporting, accounting records, internal and budget control as set forth in the FAR of Title 49, CFR, Part 18.20 to the extent applicable to Consultant. Certification of Dollar Amount for all A&E Contracts: I, tine undersigned, certify that tine approximate dollar amount of all A&E contracts awarded by Caltrans or a California local agency to this firm within the last three (3) calendar years for all State DOT mrd Local Agencies is $__�� and the number of states in which the firm does business is 50 Certification ofDirectCosts: 1, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are reasonable, allowable and alterable to the contract in accordance with the cost principles of the FAR of Title 48, CFR, Part 31. Allowable direct costs to a Government contract shall be: LPP 15-01 IPARAGON PARI NFRS, Page 1 of 2 January 14,2015 :[ R1l1iC: 1ilONS 21 Local Assistance Procedures Manual l7.'IIIIDIT 10-R Consultant Certification of Contract Costs and Financial 14lnnagement System 1. Compliant with Generally Accepted Accounting Principles (GAAP) and standards promulgated by the Cost Accounting Standards Board (when applicable). 2. ConipliantWitiltheternis of the contract and is incorredspeoffically, for the contract. 3. Not prohibited by 23 CPR, Chapter 1, Part 172 —Administration of Engineering and Design Related Service Contracts to the extent requirements are applicable to Consultant. All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files. Subconsultants (if applicable) Proposed Contract Amount (or amount not to exceed if on-call contract): $ _, NA-- Prime A_Prime Consultants (if applicable) Proposed Total Contract Amount (or amount not to exceed if on-call contract): $ NA Prime, list all subconsultants and proposed subcontract dollar amounts (attach additional page if necessary) Consultant Certifying (Print Name and Title): Name: get i'A l,itVkmg _ Title: FWIP841 MR CEO Consultant Certification Signature *": ----- Date of Certification (muddcl/yyyy): 0610912015 Consultant Contact Information: smait: ofy ao pAI'a ul, - FArhAzr$. am Phone number: C.T14) 3'Ig - 33l( I e.1G{'. 20l * *An individual executive or financial officer of the consultant's organization at a level no lower than a Vice President or Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the indirect Cost Rate proposal submitted in conjunction with the contract, Note: Par 23 U.S.C. 112(b)(2)(D), Subconsullarlsmnst comply iellh the FAR Cost Principles con/abed in 48 CFR, Pnr13l. 23 C'FR Part 172.3 Dejinitlons slate: Consultant means de individual orJ nnprovirh'ng eueshleering and design, relatedservices as aparly to ilia contract. Thorofare, snhconsullmrts nsparties ofn conircret anal complete a cer/Ificn/ion mrdsend ar(g/rats la A&lmut keep coptes in Local Agency Project files. Distribution: QOriginul(o CLarans Auditsandhrvestigalions 2) Retained in i.ocal Agency ProlcolPiics UP 15-01 /III1, PARAGON Page 2 of 2 January 1A, 2015 CERTIFICATIONS 122 H&I Local Assistance Procedures Manual EXERCT 10-11 Sample Cost Proposal EXHIBIT ID -H SA,NfpLE COST PROPOSAL (E umpLB #2) Fcgc i oft SPECIRC RATE OF CONVE'. SATiON (USE FOR ON -CAU, OR AS-P1E®ED CONTRACTS) (CONSTRUCTION ENGlNF.E iNG Ah7) INSPECTION CANTAACTs) Consultant or Subcom mitantftmn Partners Ltd ContmctNc 15-043 Property 14imaeemeat Services Date 7uue 10.2015 Frim Benefit % + Overhead oro + General Administration % = Combined Indirect Cost Rate (ICR) % (= 0% if Included in 011) (= 0-/ if Included in OH) FEE %= Standard Houriv Bates ADDIY RTr JJ TT CT TNT0RV, A7TON CAT.('.TJT.A'MON MFORMATTON Name/Job TitlelClasnficationi Hourly Pilling Rates2 Straight OT(1.5x) OT(2x) Effective date oMmlriyrate From To Actual or Avg. hourly rate' %orb increase Hmzlyrange - for classificamans onl Project Manner -Jim Lemont $150.00 W0112015 126112016 3150.00 3% per yT Not Applicable Property Manager -tucellcome, Garcia, Quinlan $95.00 595.00 06101/2015 06!012015 12611-)016 12,'3112016 $95.00 595.00 3% per yr 3%open yr Not Applicable Not Applicable Project Coordinator - Sandoval, Simon $75.00 575.00 06/011-,015 06101/2015 12312016 1261/2016 $75.00 $75.00 30/.peryr 3V. per yr Not Applicable NotApplicabie L Names and ClMloCan0R5 01 consultant (Key Sian) team memDeM must De dlb4e0: 120%gCe Separate sneers 106 pnme ata 2115ubConsunant ImnS. 2 Stilling rete=acRnlhourlyrate m(1+ ICR)*(l+Fee). Agreeduponbilling rates arenot adjustable for the term ofcmAmct 3. For named employees enter the actual hourlyrate. For classifications only, enter the Average Houtly Rate for that classification NOTES: • Dmate all eaploccrosubica loptt TIM wagewith m zaenftM • For'Otfi¢Dircct Cosr'lisimg, see pagc2 of NisE.Yh[bi[ UP 13-01 Page I May 8, 2013 on M M O O W proceduresAbnuftl ENGXK6�- AM INSPECTION CCY7FMACT9} C.mLtt mt Qr Sb=mttatt P8=MpAfb=s lAd. Contra ,-tNolM43-Pran�-Mmf�em---ntSeiv s DatzJmgl0.2015 1. I List direct east it= With cs'—M�fed =t3 Thew y5Ci sheuld-©e mmp:aiin fxd, �d sLVpczted w?& apXopdabedec ,,tatin 2 �Vcacl-al C-dvt, State G,*t,andLmll Govt the c&nfvvtM pay fcxlb.oma adi=tmst. 5. Simms Hsbed cmsi&md I'm t 7, fiat mold b� uodf& the sane ymp Tage2 AUY8,2913 SCHEDULE OF OTHER DIRECT 'COST ITEMS PREVIE CONFJLTANT SURCONSLtTANT11 'SUBCONSULTANT 42 DESMIP-110NOF TTT= = MUM ITCF.AL DhSC=0lq0F Ui\T- UMT TOTAL MzUUPTTONOF MRT UNrl TOTAL C6ST 1= COST iTma --jsT copies.! Each Nm&-si5 Postage cost Teleph 0— cast - aplesi Each $0-15 - N leage 1MR10 M 75 mst SUBCONST-mua-4T '41 om &UBCOVSMLTA"N1 42 ODCs 1. I List direct east it= With cs'—M�fed =t3 Thew y5Ci sheuld-©e mmp:aiin fxd, �d sLVpczted w?& apXopdabedec ,,tatin 2 �Vcacl-al C-dvt, State G,*t,andLmll Govt the c&nfvvtM pay fcxlb.oma adi=tmst. 5. Simms Hsbed cmsi&md I'm t 7, fiat mold b� uodf& the sane ymp Tage2 AUY8,2913 A< "' CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 01 /06/2016 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 be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Sylvia Nelson The Dougherty Company, Inc. P.O. BOX 7277 A/CNNo Ext: A No Long Beach, CA 90807 Richard Lindgren E-MAIL @dou hert I $ (Via g y' ADDRESS: y ns.com PRODUCER PARAG-3 CUSTOMER ID #: $ 1,000,000 INSURER($) AFFORDING COVERAGE NAIC # X INSURED Paragon Partners Ltd. INSURER A: Hartford Insurance Company 29424 5762 Bolsa Avenue, Suite 201 INSURER B: Lloyds of London 112300 Huntington Beach, CA 92649 INSURER C: INSURER D: [.F) COVERAGES CERTIFICATE NUMBER: RFVIGION NI]MRFR- 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 DOL ACCORDANCE WITH THE POLICY PROVISIONS. POLICY NUMBER MMIDIDY EFF MMIDD� LIMITS Santa Ana, CA 92701 GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR X 72UUNPR1964 01/01/2016 01/01/2017 PREMISES(Ea occurrence) $ 300,000 MED EXP (Any one person_) $ 10,000 X Contractual _ PERSONAL R ADV INJURY $ 1,000,000 Deductible -0- GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 X POLICY PRO LOG $ A AUTOMOBILE LIABILITY ANY AUTO X 72UUNPR1964 01/01/2016 01/01/2017 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY INJURY (Per accident) — $ X SCHEDULED AUTOS HIRED AUTOS PROPERTY DAMAGE (PER ACCIDENT) $ X NON -OWNED AUTOS $ X Deductible -0- INSD OWNS -0- AUTOS $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000' 000 A EXCESS LIAB CLAIMS -MADE 72RHUPR1858 01/01/2016 01/01/2017 --- ---- - DEDUCTIBLE $ $ X RETENTION $ 10,000 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N / A 72WENG6914 ALL STATES EMPLOYERS LIA STOP GAP 01/01/2016 01/01/2017 X I WC STATU- OTH- LIMITS ER. _TORY E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE- EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 B Real Estate MPLK102807415 -705/22/2015 05/22/2016 Claim: 2,000,000 Errors & Omissions CLMS MADE:$25K RETENTION Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES Attach ACORD 101, Additional Remarks Schedule, If more space Is required) Agreements A-2011-056-01 and A-2015-164. The City of Santa Ana, its officers, employees, agents, volunteers and representatives are named Additional Insured for Auto and General Liability as respects operations of the Named Insured. Coverage is primary and non-contributory. Endorsements attached. 30 days written notice of cancellation applies except.... CFRTIFICATF_ HOLDER CANCELLATION SANTAA2 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: Purchasing Department AUTHORIZED REPRESENTATIVE 20 Civic Center Plaza Santa Ana, CA 92701 @ 1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD Policy number 72UIJNPR1964 Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and 'our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section II —Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V —Definitions. SECTION I — COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury' or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any 'occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments — Coverages A and B. b. This insurance applies to "bodily injury' and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an 'occurrence" that takes place in the "coverage territory"; HG 00 01 06 05 Paragon Partners I,tcl. A" (2) The "bodily injury' or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II — Who Is An Insured and no "employee" authorized by you to give or receive notice of an 'occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. 'Bodily injury' or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an 'occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury' or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury'. e. Incidental Medical Malpractice (1) 'Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. © 2005 The Hartford (Includes copyrighted material of Insurance Services Rig VEWWEI) BY: Page 1 of 18 permission.) t: i-IERENA (P(: cn= 1 (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. C. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. Page 2 of 18 d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or HG 00 01 06 05 REVIEWED i Y: ... X,,,/' 4, BAHCE Hu.- ENA (FIG CH -20) (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; HG 00 01 06 05 Page 3 of 18 REw^ONED .N� i �.o I gym. i���i��:.� EDIA (,:7a, (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity. L War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors Page 4 of 18 working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III — Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" arising from the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at the job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products - completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products - completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. HG 00 01 06 05 m Ek.I IIV("E i[i F'WaEDIA (PG 6,b )Fk n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) 'Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury". p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD- ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. q. Employment -Related Practices "Bodily injury" to: (1) A person arising out of any "employment— related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" to that person at whom any "employment- related practices" are directed. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. r. Asbestos (1) 'Bodily injury" or "property damage" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". Damage To Premises Rented To You — Exception For Damage By Fire, Lightning Or Explosion Exclusions c. through h. and j. through n. do not apply to damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section 111 — Limits Of Insurance. COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any offense and settle any claim or "suit' that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments — Coverages A and B. b. This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. HG 00 01 06 05 f t----- --/ Page__5...__of_._1 8 CF2)O✓iF t hEUNICE FUAC7�(N"< 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" arising out of an offense committed by, at the direction or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral, written or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral, written or electronic publication of material whose first publication took place before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement". g. Quality Or Performance Of Goods — Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services. i. Infringement Of Intellectual Property Rights "Personal and advertising injury" arising out of any violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity. However, this exclusion does not apply to infringement, in your "advertisement", of: (1) Copyright; Page 6of18 (2) Slogan, unless the slogan is also a trademark, trade name, service mark or other designation of origin or authenticity; or (3) Title of any literary or artistic work. j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web sites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 17.a., b. and c. of "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, placing an "advertisement" for or linking to others on your web site, by itself, is not considered the business of advertising, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. n. Pollution -Related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". HG 00 01 06 05 R.EVIBAIE D BYE , '` t=k.kMCE 8..dh, G4Ed:. IA "Personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. p. Internet Advertisements And Content Of Others "Personal and advertising injury" arising out of: (1) An "advertisement" for others on your web site; (2) Placing a link to a web site of others on your web site; (3) Content, including information, sounds, text, graphics, or images from a web site of others displayed within a frame or border on your web site; or (4) Computer code, software or programming used to enable: (a) Your web site; or (b) The presentation or functionality of an "advertisement" or other content on your web site. q. Right Of Privacy Created By Statute "Personal and advertising injury" arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act. r. Violation Of Anti -Trust law "Personal and advertising injury" arising out of a violation of any anti-trust law. s. Securities "Personal and advertising injury" arising out of the fluctuation in price or value of any stocks, bonds or other securities. t. Discrimination Or Humiliation "Personal and advertising injury" arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or member of the insured. u. Employment -Related Practices "Personal and advertising injury" to: (1) A person arising out of any "employment— related practices"; or HG 00 01 06 05 (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury" to that person at whom any "employment-related practices" are directed. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. v. Asbestos (1) "Personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". COVERAGE C MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. REVIEWEDBY. � �,�' ..w. Page 7 of 18 b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers" b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. f. Products -Completed Operations Hazard Included within the "products -completed operations hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS — COVERAGES A AND B 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. Page 8 of 18 e. All costs taxed against the insured in the "suit". f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct . and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, REVIEWED BY: HG 00 01 06 05 necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section | — Coverage A — Bodily Injury And Property Damage Liabi|ity, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits ofinsurance. Our obligation to defend on inauned'o indemnitee and to pay for attorneys' fees and necessary litigation expenses aaSupplementary Payments ends when: e. We have used up the applicable limit ofinsurance inthe payment ofjudgments orsettlements; or b. The conditions set forth abows, or the terms of the agreement described in Paragraph f. above. are no longer met. SECTION U—WHO |SANINSURED 1. If you are designated in the Declarations as: a An individua|, you and your spouse are inoureds, but only with respect to the conduct ofa business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your momboro, your partnera, and their spouses one also inauredo, but only with respect to the conduct ofyour business. o. A limited liability oompany, you are an insured. Your members are also insuredo, but only with respect to the conduct of your business. Your managers are inourada, but only with respect to their duties oayour managers. d. An organization other than a partnerahip, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are ineurado, but only with respect to their duties an your officers or directors. Your stockholders are also inauneda, but only with respect to their liability as stockholders. e. AbuaL you are an insured. Your trustees are also inaurede, but only with respect to their duties as trustees. 2. Each ofthe following ioalso aninsured: a. Employees and Volunteer workers Your "volunteer workers" only while performing duties related to the conduct of your buninaao, or your "employees", other than either your "executive officers" (if you one an organization other than a partnemhip, joint venture or limited liability company) or your managers (if you one a limited liability company), but only for acts within the scope of their employment by you or vvhi|a performing duties related tothe conduct ofyour business. HGO0O1OGO5 Howover, none of these "employees" or "volunteer workers" are insureds for: (i) "Bodily injury" or "personal and advertising injury": (e) To you, to your partners or members (if you are a partnership or joint vonhuna). to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your buoineoo, or to your other "volunteer workers" while performing duties related to the conduct ofyour business; (b) Tothe spouse, chikj, parent, brother orsister of that co -"employee" or that "volunteer worker" as a consequence of Paragraph (1)(a)above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(o)or(b) above; or (d) Arising out ofhis or her providing or failing to provide professional health uana eamiuea. If you aro not in the business of providing professional health care services, Paragraph (d) does not apply to any nurae, emergency medical technician or paramedic employed by you toprovide such services. (2) "Property damage" toproperty: (a) Owned, occupied or used by, (b) Rented to, in the care, custody orcontrol of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workaro", any partner or member (if you are o partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer wmrker"), or any organization while acting asyour real estate manager. c. Temporary Custodians ofYour Property Any person or organization having proper temporary custody ofyour property if you die, but only: (i) With respect to liability arising out of the maintenance oruse ofthat property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will Page 9 of 18 have all your rights and duties under this Coverage Pa rt. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which an insured under this Coverage Part is also an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. Page 10 of 18 5. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When required By Written Contract, Written Agreement Or Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. aU. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". (1) The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; HG 00 01 06 05 ��t. VI�,a�1ED BY: /;m„1'"11- � � ,�r � E�.�twII 'p�; A�I��.R�P6A �,F,r,:�n (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub- paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. fn. Lessors of (Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. HG 00 01 06 05 • ♦ k 0 �17- Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to lease that land; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers or Surveyors Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. Permits Issued By State Or Poiitical Subdivision Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included within the "products -completed operations hazard". Page 11 of 18 R&..:tl/IG..,.VV/ED BY. p,,/J_. tt✓�'�.S m".rw""r q" m, F._„UINi(.,Eb`WU.....8kll„:.U/N(FIGaDF20) 0 Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations; (2) In connection with your premises owned by or rented to you; or (3) In connection with "your work" and included within the "products -completed operations hazard", but only if (a) The written contract or agreement requires you to provide such coverage to such additional insured; and (b) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds under this provision is described in Section III — Limits Of Insurance. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV — Commercial General Liability Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III — LIMITS OF INSURANCE 1. The Most We will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or Page 12 of 18 c. Persons or organizations making claims or bringing "suits". 2. General Aggregate Limit The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard"; and c. Damages under Coverage B. 3. Products -Completed Operations Aggregate Limit The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard". 4. Personal and Advertising Injury Limit Subject to 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5. Each Occurrence Limit Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6. Damage To Premises Rented To You Limit Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 7. Medical Expense Limit Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. 8. How Limits Apply To Additional Insureds If you have agreed in a written contract or written agreement that another person or organization be HG 00 01 06 05 E,E\/RE.E VED BY: ELARCE HIE REi. A added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: a. The limits of insurance specified in the written contract or written agreement; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; HG 00 01 06 05 (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insureds Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or '� Paqe 13 of 18 that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability; (5) Property Damage to Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section - Coverage A - Bodily Injury And Property Damage Liability; (6) When You Are Added As An Additional Insured To Other Insurance Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or Page 14 of 18 (7) When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (al Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement, or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. HG 00 01 06 05 REWEWt D 3YI , �` I EL1NCE HEREDA (F'G/60 0) If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Fart to the first tamed Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the HG 00 01 06 05 insured will bring "suit" or transfer those rights to us and help us enforce them. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; or b. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. 4. 5. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. "Auto" means a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. i VNf U1J :If + ,,, E LDMCE x.91' REUA (PG 15 of 18 6. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory or in a settlement we agree to. 7. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 8. "Employment -Related Practices" means: a. Refusal to employ a person; b. Termination of a person's employment; or c. Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at a person. 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10."Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11."Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: The repair, replacement, adjustment or removal of "your product" or "your work"; or Your fulfilling the terms of the contract or agreement. 12."Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while Page 16 of 18 rented to you or temporarily occupied by you with permission of the owner is subject to the Damage to Premises Rented To You Limit described in Section III — Limits of Insurance; b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f, includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14."Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto": HG 00 01 06 05 b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15."Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. HG 00 01 06 05 16."Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17."Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18."Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19."Products-completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. REVIEWED BY: Page 17 of 18 b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or (3) Products or operations for which the classification, listed in the Declarations or in a policy schedule, states that products - completed operations are subject to the General Aggregate Limit. 20."Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the 'occurrence" that caused it. As used in this definition, computerized or electronically stored data, programs or software are not tangible property. Electronic data means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from; computer software, including systems and applications software, hard or floppy disks, CD- ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. Page 18 of 18 22."Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- term workload conditions. 23."Volunteer worker" means a person who a. Is not your "employee" b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24."Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work", and (2) The providing of or failure to provide warnings or instructions. RE.VEWED RY: ^°` ��, �/ � l EUNICE HEREDI HG 00 01 06 05 OP ID: SN OF LIABILITY INSURANCE D YY)CERTIFICATE 06/23/2016 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 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 The Dougherty Company, Inc. P.O. Box 7277 Long Beach, CA 90807 Lindgren CONTACT NAME: Sylvia Nelson PHONE FAX A/c No Ext : AIC No 9"HE SS; Sylvia dou herlyins.com Richard PRODUCER CUS OMER ID #: PANG"3 INSURERS AFFORDING COVERAGE NAIC # INSURED Paragon Partners Ltd. INSURER A;Hcartford Insurance Company 29424 5762 Bolsa Avenue, Suite 201 Huntington Beach, CA 92649 INSURER B : Lloyds of London 112300 INSURER C ; INSURER D: 01/01/2016 01/01/2017 INSURER E; $ 300,000 MED EXP (Any one person) INSURER F,, PERSONAL&ADV INJURY $ 1,000,000 COVERAGES CERTIFICATE NUMBER: REVISION NUMRF_R! ` 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. _LTR TYPE OF INSURANCE A DDLSUSR POLICY NUMBER MM/DDNYYY MMIDDNYYP LIMIT$f OENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR X 72UUNPR1964 01/01/2016 01/01/2017 PREDAMMISES GE Ea occurrence $ 300,000 MED EXP (Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 X Contractual Deductible -0- GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER; PRODUCTS - COMP/OP AGG $ 2,000,000 PRO LOC X POLICY JECT $ A AUTOMOBILE LIABILITY ANY AUTO X 72UUNPRI964 01/01/2016 01/01/2017 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY INJURY (Per accident) $ X SCHEDULED AUTOS HIRED AUTOS PROPERTY DAMAGE (PERACCIDENT) $ X' NON -OWNED AUTOS $ X Deductible -0- INSD OWNS -0- AUTOS $ X UMBRELLALIAB X OCCUR EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 A • EXCESS LIAB CLAIMS -MADE 72RHUPR1858 01/01/2016 01/01/2017 DEDUCTIBLE $ $ X I RETENTION $ 10,000 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y./ N ANY PROPRIETOR/PARTNER/EXECUTIVE72WENG6914 OFFICER/MEMBER EXCLUDED? a (Mandatory In NH) Ues describe under 38RIPT ON OF OPERATIONS below N / A ALLSTATES EMPLOYERS LIA STOP GAP ` 01/01/2016 01/01/2017 X WC STATUrs OE E,L. EACH ACCIDENT $ 1,000,000 EL: DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE • POLICY LIMIT $ 11000,000 B Real Estate IMPLI-62807416 05/22/2016 05/22/2017 Claim: 2,000,000 Errors & Omissions CLMS MADE:$25K RETENTION Aggregate 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS/ VEHICLES (Attach ACORD 101, Additional Remarks Schedule, Ir more space Is required) Agreements A-2011-056-01 and A-2015-164. The City of Santa Ana,.its officers, employees agents, volunteers and representatives are named Additional insured kor Auto and General Liability as respects operations of the Named Insured. Coverage is primary and non-oontributory. Endorsements attached. 30 days written notice of cancellation applies except.... SANTAA2 City of Santa Ana Attn: Purchasing Department 20 Civic Center Plaza Santa Ana, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ��,�• ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 26 (2009/09) The ACORD name and logo are registered marks of ACORD PARAG-3 OP ID: SN `4G'p CERTIFICATE OF LIABILITY INSURANCE DATE(M0110551201712017 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 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 ondorsoment(s), PRODUCER The Dougherty Company, Inc. P.O. Box 7277 Long Beach, CA 90807 Richard Lindgren CONTACT "AME` arcc°NN Ex : 562.424.1621 Arc No): 562-490-0432 EMAIL ADDRESS: Sylvia@doughertyins.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Hartford Insurance Company 29424 INSURED Paragon Partners Ltd. 5762 Bolsa Avenue, Suite 201 INSURER B: Lloyds of London 112300 EACH OCCURRENCE $ 1,000,00 Huntington Beach, CA 92649 INSURER C: INSURER D: INSURER E: 01101/2017 INSURER F: PREMISES Eaoceurrence $ 300,00 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE ADDL R POLICY NUMBER POLICY EFF POLICY EXP LIMITS S Santa Ana, CA 92701 GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00 X X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FX7 OCCUR X 72UUNPR1964 01101/2017 01101/2018 PREMISES Eaoceurrence $ 300,00 MED EXP (Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,00 X Contractual Deductible -O- GENERAL AGGREGATE $ 2,000,00 GEN'L AGGREGATE LIMITAPPLIES PER: PRODUCTS • COMP/OP AGG $ 2,000,00 PRO. LOC X POLICY 1JECT L1 $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident 1,000,00 BODILY INJURY (Per person) $ A ANY AUTO X 72UUNPR1964 0110112017 01/01/2018 X ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS X NON -OWNED AUTOS BODILY INJURY Per accident) $ PROPERTY DAMAGE $ PER ACCIDENT Deductible: $ ni X No Owned Autos X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 A EXCESS LAS CLAIMS -MADE 72RHUPR2423 0110112017 01101/2018 AGGREGATE $ 10,000,000 DED X RETENTION$ 10,000 $ A A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR(PARTNER/EXECUTIVE Y I N OFFICERIMEMBE (Mandatoryin NH) EXCLUDED? N ! A 72WENG6914 -ALL STATES EMPLR'S LIAB & STOP GAP 01/0112017 01/0112017 0110112018 0110112018 X WRY LATU; OFR E.L. EACH ACCIDENT $ 1,000,00 E.L. DISEASE - EA EMPLOYE $ 11000,00 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE • POLICY LIMIT $ 1,000,00 B Real Estate MPL102807416 0512212016 0512212017 Claim: 2,000,00 Errors & Omissions CLMS MADE: $25K RETENTION Aggregate 2,000,00 DESCRIPTION OF OPERATIONS! LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) Agreements A-2011-056-01 and A-2015-164. The City of Santa Ana, its officers, employees, agents, volunteers and representatives are named Additional Insured for Auto and General Liability as respects operations of the Named Insured. Coverage is primary and non-contributory. Endorsements attached. 30 days written notice of cancellation applies except.... F I=VIE AIEi7 E3Y: EUNICE, HEREDIA, (G � 01`q� CERTIFICATE HOLDER CANCELLATION SANTAA2 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: Purchasing Department AUTHORIZED REPRESENTATIVE Civic Center Plaza S Santa Ana, CA 92701 ©1988.2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD REVIEWED D ICY EUNICE VIER DI Policy number 72UUNPR1964 Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and 'our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section II —Who Is An Insured, Other words and phrases that appear in quotation marks have special meaning. Refer to Section V —Definitions. SECTION I — COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages; However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any 'occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments — Coverages A and B. b. This insurance applies to "bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the 'coverage territory' Paragon Partners Ltd. it A ffelilk O (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II — Who Is An Insured and no "employee" authorized by you to give or receive notice of an 'occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part, If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an 'occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice (1) 'Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. HG 00 01 06 05 Page 1 of 18 © 2005 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) have all your rights and duties under this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. The insurance afforded herein for any subsidiary not named in this Coverage Part as a named Insured does not apply to injury or damage with respect to which an insured under this Coverage Part is also an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization, 4. Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision, Page 10 of 18 5. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission, Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to; a. 'Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer OA of any person who is an insured under this provision. 6 Additional Insureds When Required By Written Contract, Written Agreement Or Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "'property damage" included within the "products - completed operations hazard". (1) The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; HG 00 0106 05 .,. ...... (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or c. Lessors of Land or Premises Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to lease that land; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers or Surveyors (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub- paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or e' containing such products. b. Lessors of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf; (1) In connection with your premises; or (2) In the performance of your ongoing operations performed by you or on your behalf, With respect to the insurance afforded these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. Permits [slued By State Or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included within the "products -completed operations hazard". HG 00 0106 05 Page 11 of 18 k EVIk VVE D BY E UNIC E C iERE DIA (f CCSC �.M _ ....._ ...._.... ) f.�th^ AnyOther Party Any other person or organization who is not an insured under Paragraphs a. through w. above, but only with respect to liability for "bodily injury". "property damage" or "personal and advetaing injury' oauuod, in whole or in purt, byyour acts or omissions or the acts or omissions of those acting onyour behalf: (1) |nthe performance ofyour ongoing operations; (2) In connection with your premises owned byor rented ioyou; or (3) In connection with ''your work" and included within the "products -completed operations hmzand".but only |f (u) The written contract or agreement requires you to provide such coverage to such additional insured; and (b) This Coverage Part provides coverage for "bodily injury" or"property damage" included within the "prod ucts-oomp|eted operations hazard". With vnopaot to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily | damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any pnzhesaiVnm| architectural, engineering orsurveying services, including: (1) The preparing, oppmving, or failing to prepare or appnove, mepa, shop drow|ngo, up|niona, napods, numoys, field orders, change orders nr drawings and specifications; or (2) Supervisory, inspectiun, architectural or engineering activities. The limits ufinsurance that apply toadditional insureds under this provision in described in Section O| — Limits Of Insurance, How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section K/— Commercial General Liability Conditions, Noperson ororganization isaninsured with respect to the conduct ofany current or past partnership, joint venture or limited liability company that is not shown as a Nomad Insured |nthe Declarations. SECTION III — LIMITS OPINSURANCE 1. The Most We will Pay The Limits ofInsurance shown inthe Declarations and the m|aa below fix the most wewill pay regardless of the number of: e. Insureds; b., Claims made or "suits" brought; or Page 12of18 u. Persons ororganizations making claims orbringing 2. General Aggregate Limit The Ganma| Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A. except damages because of "bodily injury' or "property damage" included in the "products -completed operations hazard"; and c. Damages under Coverage B. 3. Prod ucts-Completed Operations Aggregate Limit The Products -Completed Operations Aggregate Limit iathe most wawill pay under Coverage Afor damages boouuno of "bodily injury" and "property damage" included in the "products -completed operations hazard". 4. Personal and Advertising Injury Limit Subject to 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage 8 for the mum of all damages because of all "personal and advertising injury" sustained byany one person or organization. 5. Each Occurrence Limit Subject to 2.m3.above, whichever Each Occurrence Limit is the most we will pay for the sum a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out ofany one "000unnnue". 6. Damage To Premises Rented To You Limit Subject to 5. above, the Damage ToPremismRante ToYou Limit iothe most wewill pay under Coverage A for damages because of"property damage" hxany one premiaee, while rented to you, or in the oaao of damage by Dna' lightning or uxp|oaion, while rented to you or temporarily occupied by you with permission of the owner. In the oano of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire. lightning or explosion orany combination ofthese. 7. Medical Expense Limit Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. 8. How Limits Apply To Additional Insureds If you have agreed in a written contract or written agreement that another person or organization be HG 00010605 added as on additional insured on your policy, the most mmwill pay onbehalf ofsuch additional insured |a the lesser of: o. The limits of Insurance specified in the written contract nrwritten agreement; or b. The Limits ofInsurance shown inthe Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described |nthis Section, The Umda of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period ofless than 12 montho, starting with the beginning of the policy period shown in the Declarations, un|oao the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part ofthe |aoL preceding period for purposes ofdetermining the Limits ofInsurance, SECTION |V — COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the inounad'o estate will not na|iovo un ofour obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice DfOccurrence QrOffense You orany additional insured must see tmitthat wm are notified as soon as practicable of an ,.occurrence" or an offense which may naau|t in a claim. Tothe extent possible, notice should include: (1) Hmw, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location ofany injury ordamage arising out ofthe °000urrenoa"oroffense. b. Notice OfClaim Kaclaim ismade or"smit" is brought against any insured, you urany additional insured must: (1) Immediately nmmnd the apeo|Mrn of the claim or "ou|t'and the date received; and (2) Notify uoossoon oapracticable. You or any additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. u. Assistance And Cooperation OfThe Insured You and any other involved insured must: (1) Immediately send us onp|oa of any dammnda, noUnea, summonses or legal papers received in connection with the claim o/^suit"| (2) Authorize us to obtain records and other HG 00 01 06 05 (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person ororganization which maybe liable to the insured because ofinjury or damage (uwhich this insurance may also apply, d. Obligations AtThe Insureds Own Cost No insured will, except at that |naured'a own coet, voluntarily make o paymont, assume any ob|igadon, or incur any expenae, other than for first aid, without our consent. e. Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional innumd, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity, Howmve/, this provision dmaa not apply to the extent that you have agreed in awrittan contract or written agreement that this insurance is primary and non-contributory with the additional inounad's own insurance. f. Knowledge Of An Occurrence, Ofense, Chy/om Or Suit Paragraphs a and b. apply to you or to any additional insured only when such "occurrence", offense, claim or"auit"ieknown to: (i) You or any additional insured that is an individual; (8 Any partner, if you or an additional insured is o partnership; (3) Any manager, ifyou oronadditional insured iaa limited liability company; (4) Any "executive officer' nrinsurance mmneger, if you oranadditional insured ioacorporation; (5) Any trustee, ifyou oran additional insured is o trust; or (8) Any elected or appointed o0nia|, if you or an additional insured in a political subdivision or public entity. This duty applies separately toyou and any additional insured, 3. Legal Action Against Uo No person or organization has o right under this Coverage Part: a. To join um as a party or otherwise bring us into a "au|t'asking for damages from aninsured; or b. To sue us on this Coverage Part unless all of its terms have been fully ommphedwith. Aperson ororganization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Pad or Page 13 of 18 that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative, 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies, If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion Insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I -- Coverage A— Bodily Injury And Property Damage Liability; (5) Property Damage to Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section - Coverage A - Bodily Injury And Property Damage Liability; (6) When You Are Added As An Additional Insured To Other Insurance Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or Page 14 of 18 (7) When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additlonal insured, However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (a) Primary Insurance When Required By. Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other. Insurance When Required By Contract If you have agreed in a written contract, written agreement, or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. HG 00 01 06 05 [F,Z V'1 Wvku D BY: EUNICE HY, R DIA (PG r � If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill, If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations a. When You Accept This Policy By accepting this policy, you agree; (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any, rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies:, a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought.; 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the HG 00 0106 05 insured will bring "suit" or transfer those rights to us W and help us enforce them. b. Waiver Of Rights Of Recovery, (Waiver Of Subrogation), If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; or b. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. Page 15 of 18 m . €SEW VVED CSV .. k UNK E= SEER [M (7t" O ).....� PARAG-3 OP ID: SN CERTIFICATE OF LIABILITY INSURANCE DATE(M1/20 05/31 /20 7 F17 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(les) must 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 The Dougherty Company, Inc.❑ P.O. BOX 727 ❑ Long Beach, CA 90807❑ Richard Lindgren CONTACT NAME: PHONE 562-424-1621 FAX 562-490-0432 AIC No Ext): A/C, No E-MAIL Ins.comhentIVIG dou ADDRESS: S Y @ g Y INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Hartford Insurance Company 29424 INSURED Paragon Partners Ltd.❑ 5762 Bolsa Avenue, Suite 201 ❑ Huntington Beach, CA 92649 INSURER B: Lloyds of London AA112 INSURER C: INSURER D: X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE Fx_] OCCUR INSURER E: INSURER F: 01/01/2017 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF POLICY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE Fx_] OCCUR X 72UUNPR1964 01/01/2017 01/01/2018 MISES Ea occurrence $ 300,000 PREREMISE T�RE�Turr MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 X Contractual Deductible -0- GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 X1 POLICY jR0 F I LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident 1,000,000 BODILY INJURY (Per person) $ AANY AUTO X 72UUNPR1964 01/01/2017 01/01/2018 X ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS X NON -OWNED AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ PER ACCIDENT Deductible: $ nil X No Owned Autos X I UMBRELLA LIAB I X I OCCUR EACH OCCURRENCE $ 10,000,000 A EXCESS LIAB CLAIMS -MADE 72RHUPR2423 01/01/2017 01/01/2018 AGGREGATE $ 10,000,000 DED X I RETENTION$ 10,000 $ A A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) 72WENG6914 -ALL STATES EMPLR'S LIAB & STOP GAP 01101/2017 01/01/2017 01/01/2018 01/01/2018 X WC STATU- OTH- TORY LIMITSER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 B Real Estate MPL102807417 05/22/2017 05/22/2018 Claim: 2,000,000 Errors & Omissions CLMS MADE: $15K RETENTION Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES- (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Agreements A-2011-056-01 and A-2015-164. The City of Santa Ana, its 1.1 officers, employees, agents, volunteers and representatives are named 0 Additional insured for Auto and General Liability as respects operations of ❑ the Named Insured. Coverage is primary and non-contributory. Endorsements ❑ attached. 30 days written notice of cancellation applies except.... REVIEWED BY: ELINIPE HER DIA (PG OF ) SANTAA2 City of Santa Ana[]; Attn: Purchasing Department; 20 Civic Center PlazaEl Santa Ana, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD