Loading...
HomeMy WebLinkAboutPARAGON PARTNERS, LTD. (2) - 2017INSURANCE NOT ON FILE A-2017-229 WORK MAY MIPROM CLERK OF COUNCIL DATE: AUG 21' 2011 AGREEMENT TO PROVIDE ON-CALL RIGHT OF WAY C p PROPERTY MANAGEMENT SERVICES PVV�Lr N 6-%�EtaaTHIS AGREEMENT is made and entered into this day of August, 2017 by and between Patngon PartneryLTD., a California corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A, On June 13, 2017, the City issued Request for Proposal No. 17-065, by which it sought consultants to provide on-call right of way property management services in connection with various street improvement projects. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services as described in the scope of work that was included in RFP No. 17-065 for property management services and attached as Exhibit A to this Agreement. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows; 1. SCOPE OF SERVICES On an as -needed basis, and at the sole discretion of the City; Consultant shall perform the property management services that are described in Scope of Services - Exhibit A, attached hereto and incorporated by reference. Consultant's proposal is incorporated by reference as though fully set forth herein. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant sball be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. The total amount to be expended shall not exceed $300,000 during the term of the Agreement, including any extension periods exercised under Section 3. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. Page I of 8 EXHIBIT 4 3. TERM This Agreement shall commence on the date first written above and continue for three 3 ears unless terminated earlier in accordance with Section 15, below. The term of this Agreement maybe extended for up to one additional two Q year period upon a writing executed by the City Manager and the City Attorney, 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE 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 fi-om any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of Page 2 of 8 EXHIBIT 4 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. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. 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. elfinsurance. 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 full 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 canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Consultant shall supply City with a fully executed additional insured endorsement. I£ 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 tenninate 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 defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury,, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the Page 3 of 8 EXHIBIT 4 negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section I of this Agreement; and (2) fiom any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising fiom 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 fi-om 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 under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable, Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proeeednngs, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement 10, CONFIDENTIALITY If Consultant receives from the City information which due to the mature of Buell 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 hnformation" 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 Page 4 of 8 EXHIBIT 4 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 would conflict in any manner with performance of services. Conflict may be further specified in Certifications - Exhibit C, attached hereto and incorporated in this Agreement by reference. 12. 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 finrther specified in Certifications - Exhibit C, attached hereto and incorporated in this Agreement by reference. 13. 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 terns of this Agreement and any attachments hereto, the terns 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 teens 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 is 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. Page 5 of 8 EXHIBIT 4 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 1.6. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the haws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regalations_of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective patties to each of the terns of this Agreement, and shall indeumify 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. Page 6 of 8 EXIIIBIT 4 b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 20. NOTICE Any notice, tender, demand, delivery, or other cornrnunication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section; to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Sox 1988 Santa Ana, CA 92702-1988 Fax: 714 647-6956 With courtesy copies to; 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- 647-5635 To Consultant: Sonia R. Carvalho City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.Q. Box 1988 Santa Ana, California 92702 Fax: 714- 647-6515 Neilia LaValle President & CEO �� Paragon Partners Ltd. parftgen , 5660 Katella Ave., Suite 100 976;1 Bois& , goite 204 Cypress, CA 90630 14 .i... e Beft.0 nn 2649 Phone 714-379-3376 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 snail, 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. Page 7 of 8 EXHIBIT 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: v� John Vnk Assistant City Attorney RECOMMENDED FOR APPROVAL: A FR MOUSAVIPOUR Executive Director Public Works Agency CITY OF SANTA ANA Cynthia Kurtz Interim City Manager CONSULTANT: Netha LaValle President & CEO Tax ID# 3�-09.1;6.1(# EXHIBIT 4 Page 8 of 8 EXHIBIT A SCOPE OF SERVICES Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR RIGHT OF WAY ACQUISITION -RELOCATION AND PROPERTY MANAGEMENT SERVICES RFP NO, 17-065 Introduction and Background: The City of Santa Ana is issuing this Request for Proposals (RFP) to seek qualified On -Call Right of Way Specialty Services fines to provide On -Call Right of Way Specialty services on all as -needed basis. From the proposals received, it is the City's goal to select one or more frees to enter into agreement(s). The capital 'improvement projects needing the right-of-way services include; but not limited, to Warner Avenue; Bristol Street, Fairview Avenue; and Grand Avenue Street Improvements. The total amount to be expended shall be shared among all consultants providing these services. The services being considered for contract are the following "Specialty Areas": Maximum Contract Specialty Areas Aggregate Amount Al Acquisition/Relocation * $600,000 A2 Pro ent Management Services * $400,000 Consultants are encouraged to prepare proposals for multiple specialty areas listed above. Each Specialty Area shall be submitted individually in response to the RFP. From the proposals received, it is the City's goal to select one to two firms for each of the specialty services (Al and A2). The City will enter into separate agreements (the "Agreement") with each of these firms. Work will be assigned by Contract Task Orders. As tasks are identified, they will be distributed among these firms based upon their ability to perform the required work within the project schedule and budget constraints. Detailed scope of work and the fee will be outlined when a specific task is assigned to a consultant. The City reserves the right to distribute the work in any manner which will best serve the City's interests. * Please note that Right of way firms are welcome to submit proposals for both Specialty Areas. However, the firm providing the Acquisition/Relocation for selected parcels will not be selected for Property Management services for the same parcels. City of Santa Ana RFP 17-065 Page Al -1 Minimum Oualifications: Consultant qualifications must demonstrate the minimum qualifications as established in the California Department of Transportation (Caltrans) Right of Way Manual which can be accessed at: http://www.dot.ca.gov/hg/i�ow/rowmardmanual/index.litm. Consultant must demonstrate ability to have successfully negotiated and closed escrow on acquisition of parcels and minimized the eminent domain process on similar projects. Description of Work: Consultants under contract with the City of Santa Ana will provide support to City of Santa Ana staff or their designee on an as -needed basis. The Consultants shall be thoroughly familiar with the Statement of Work prior to subuultting a response to this Request for Proposal (RPP). • The Consultant shall perform work to produce a high quality, professional and complete work product. • Consultant must have experience with State and Federally funded projects. All work shall be performed in conformance with all applicable regulations, policies, procedures and standards. • All acquisition/relocation agents, performing work for the City, must hold a valid California Real Estate License. Salespersons must be registered with California Department of Real Estate (DRE), as working solely under the Consultant's supervising broker of record. • Work may include, but not be limited to, the following: onsite review of the project area; review of existing records; conducting research and performing analysis; information gathering; negotiations; development of strategies. • The Consultant shall carry out the instructions received from the City and shall cooperate with the City and other agencies. • The Consultant has total responsibility for the accuracy and completeness of the work produced. The work will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the City may NOT include a detailed review for the accuracy of items submitted. The responsibility for accuracy and completeness of such items remains solely that of the Consultant. • The Consultant shall be responsible for coordination and supervision of all work performed by its sub -consultants. The Consultant shall review all work performed by its sub -consultants and the responsibility for accuracy and completeness of work performed remains solely that of Consultant. Sub -consultant markup is not allowed in this contract. • The Consultant shall have a Quality Control Plan in effect during the entire time work is being performed under the Agreement. The Quality Control Plan shall establish a process whereby work products are independently checked, corrected and back checked. All projects related correspondences and documents shall be maintained and bound in City of Santa Ana RFP 17-065 Page Al -2 appropriate project files. Additionally, all electronic files shall conform to the City's file naming system. • The Consultant shall diligently work on each assignment and complete each task in accordance with the schedule and accommodate the City's needs. • The Consultant's work will be subject to inspection and audit by City, County, State and Federal representatives. • Consultant's Project Manager and critical staff must attend the monthly meetings with City Staff and other consultants requested by the City to review project progress, the schedule and any critical issues/items and the follow up action items necessary. All status reports must be submitted ahead of the meetings. • Consultant must prepare a Weekly Status report and submit to the City. Format and specific items of each status report must be reviewed and approved by the City. • Consultant must maintain electronic files of all the project parcels and correspondence including all reports generated by other related consultants required to perform acquisition/relocation and property management services. • All electronic submittals of files must be through a shared folder. Consultant must upload and keep current the project parcel information and files in the shared folder established for the Project. • Consultant must prepare electronic files of the parcels in according to Caltrans Review Process for right -of --way Certification. • Project files including copies of all correspondences, reports, documents, and electronic files shall be submitted to the City when requested and electronically updated as requested by the City. • All work, including reports, analysis, data, and intellectual properties developed during the life of the Agreement shall become the properties of the City. • The Consultant will receive written notification of the award of the contract. Upon such notification, the Consultant will proceed with the services required by the Agreement. (AI) ACQUISITION SERVICES: Consultant shall be Responsible for: "good faith negotiations" with property owners for the purchase of right-of-way based on values established in the reviewed and approved appraisals; adherence to all professional standards and the Caltrans Right -of -Way Manual and all applicable laws and regulations; preparation of all written correspondence, applicable forms and City's standard purchase agreement; coordination with City staff; performance of notary services related to the signing of acquisition documents; escrow coordination with Agency's selected title company; completion of final close-out work per Caltrans requirements; and maintenance of all acquisition files including acquisition diaries. City of Santa Ana RFP 17-065 Page Al -3 Acquisition Consultant Responsibilities under the Uniform Act: • Ensure establishment of just compensation by local agency prior to initiation of negotiations. • Expeditious acquisition within 30 days of approved appraisal. • First Written Offer should be presented in person when possible. • Caltrans requires that a copy of the appraisal report shall be provided to the owner with the First Written Offer; a Summary Statement (basis for the appraisal) is adequate in this case. • Owner to be given reasonable time to consider City's offer and present material relevant to value determination (i.e., 30 days and a minimum of 3 contacts). • Payment is required before taking possession unless date of possession clause is used in contract. Agency is responsible for payment of all incidental expenses (title, escrow, surveys, prepayment penalties) • Preparation of Administrative Settlements when it is reasonable and in the public interest. • Diary entries including confirmation of delivering Title VI information. Acquisition tasks shall include but not limited to: • Meet with City staff to discuss assignments and procedures. • Perform the services required by the City with qualified personnel, equipment, materials, supplies, and management and administration services. • All personnel and subcontractors, referred to as "Approved Personnel", shall be approved by City, prior to providing services. There shall be no changes in the Approved Personnel without written concurrence of the City. • Prepare and maintain a schedule of major activities and milestones and provide an estimate of the cost to conduct proposed assignments including assignments to subcontractors. Upon City's written approval of the estimated cost, initiate the assignment in a timely, manner. • Present strategies for negotiating successfully and reach agreements with Property Owners and their representatives and to close the acquisition Process. • Be responsible for the accuracy of work and promptly make all necessary revisions or corrections resulting from errors and omissions by Approved Personnel. • As deemed necessary by the City, meet with the City and other staff as requested. • Prepare, Monitor and maintain all files (electronic as well as hard copy) to ensure overall project integrity, • Coordinate with the appraisers for site inspection • Review appraisal reports to ensure conformity with the environmental document and the Right -of -Way (ROW) Map. • Prepare and assemble the "Offer Package" using the format approved by the City for City signature. • Meet & Present written purchase offers to properly owners as directed by staff. • Negotiate effectively with property owners, or businesses, tenants (or their appointed representatives) to successfully obtain an agreement for the purchase and sale transaction. • Supplement negotiations by obtaining and reviewing counter offers or demands from City of Santa Ana RFP 17-065 T Page Al -4 property owners, recommendations for settlements, coordinating with the agency to review and discuss all possible solutions and problems, including condemnation. • Prepare all acquisition agreements, deeds and other documents necessary to complete the acquisition. • Obtain property owners' signature on the Purchase & Sale Agreements (PSA) • Obtain re -conveyance and subordination agreements as necessary. • Maintain an accurate and current record of all -pertinent information and contacts concerning the property owners and tenants. • Assist City in condemnation support activities. • Open Escrow after execution of PSA by the City and Coordinate closely with title & escrow companies to ensure escrow is closed on-time and properly. • Coordinate with lenders and escrow companies to obtain partial re -conveyance for part take acquisitions and obtain approval for close of escrow. • Obtain recorded deeds and title insurance policies after close of escrow and maintain appropriate reports for City. • Prepare and maintain a weekly status report of all cases identified by parcel number, property owner, address, Assessor's parcel map (APN) and all other important information required to monitor progress of acquisition cases (Al CONTINUED) RELOCATION SERVICES Consultant shall provide a complete relocation assistance program to comply with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (Uniform Act) or Title 25, California Code of Regulations, its amendments, and other pertinent laws and regulations. Prepare Relocation Plans, Relocation Guidelines, relocation cost estimates, project area surveys and other specialized reports. Consultant's relocation services include, but are not limited to the following: General Relocation Services: • Prepare and maintain a schedule of major activities and milestones for relocation. Upon City's written approval of the estimated cost, initiate the assignment in a timely manner. • Provide relocation advisory services • Meet personally with each displacee to ascertain the nature and scope of relocation assistance required, to inform the displacees of their rights, and to explain the relocation process Prepare a weekly status report of relocation cases to be submitted to the City in a format approved by the City • Document and log all contacts and activities • Prepare and distribute informational brochures and other required notices Determine each displacee's eligibility for relocation; prepare an estimated timeline and benefits. All Notice of Eviction's (NOE) must be reviewed by the City prior to presentation to displacee • Prepare "Relocation Claim Package" in accordance with City approved format • Claim package must clearly identify the beneficiary of the claim (tenant or owner), benefit calculations per Caltrans standards, assigmvent of benefit forms signed by all parties and the consultant, W9 to match the name of the claimant as appears on the claim form. All claims must include the (NOE). City of Santa Ane RFP 17-065 Page Al -5 • Relocation checks requested for pick up by consultant must be picked up by authorized personnel from City with a signed receipt. • Consultant must practice a system of "checks & balances" for delivery of relocation checks to recipients. It is suggested that checks be delivered by a different agent involved in negotiating with the claimant. • Conduct appropriate searches for relocation replacement sites and provide relocation site referrals to displacees • Obtain Moving bids and prepare estimate of benefits • Coordinate closely with Property Management consultant so that proper fencing, Board up, utility shut-off and testing of lead and asbestos can begin immediately upon vacancy of the buildings • and asbestos can begin immediately upon vacancy of the buildings Residential Relocation Services shall include but not limited to: • Prepare Residential relocation claims and submit to the City for approval and payment • Personally inspect replacement dwellings and/or buildings and sites to determine if they meet decent, safe and sanitary regulatory requirements • Coordinate the move with displacee • Prepare certification of abandonment and submit to the City Business Relocation Services shall include but not limited to: • Conduct interviews and establish eligibility for relocation benefits. • Coordinate with Furniture, Fixture, and Equipment (FF&E) appraiser to prepare an inventory of Personal Property, accompany the appraiser if requested. • Coordinate with Real Estate appraiser to ensure there's no duplication of benefits, accompany the appraiser if requested. • Coordinate with Business Goodwill appraiser and provide necessary assistance • Search and provide potential relocation sites to the businesses/tenants based on the type of business and their needs. • Determine eligibility for In -Lieu payment • Prepare construction cost estimates to determine reasonable relocation benefits of replacement properties • Determine actual and reasonable search expenses • Arrange for a final walk-through inspection of the property with displacee • Coordinate and monitor the move to ensure City purchased items are not part of the move. • When Personal FF&E is purchased fiom tenants, consultant must assist the City for Bulk Sale of the purchased items. Prepare final claim, certification of abandonment and submit to the City Construction and moving bid services shall include: Movers: • Conduct on site inventory and photos Complete certified inventory and mover instruction form • Schedule and coordinate bids Attend site inspection, if necessary Review and compare bids City of Santa Ana RFP 17-065 Page Al -6 Contractors: • Verify licensing • Prepare mover instruction form • Schedule and coordinate bids • Attend site inspection, if necessary • Review and compare bids • Evaluate for eligibility Relocation Plan Consultant shall prepare a Relocation Plan, in accordance with all requirements of State Law, State Housing and Community Development (HCD) Guidelines, the Relocation Assistance and Real Property Acquisition Rules and Regulations of the Agency. The purpose of this Relocation Plan is to provide the City with summary and statistical information regarding the impact of a project to potential displaced people. Specifically, this report shall identify potential impacts that may occur as a result of the demolition of existing structures, proposed displacement of occupants, and a plan to mitigate respective impacts. The Relocation Plan shall include: • Description of the proposed project and project location; • Assessment of needs; • Replacement housing resources; • Residential and commercial displacements; • Temporary housing (if applicable); • Program assurances and standards; • Relocation assistance program; • Citizen participation and plan review period; • Description of relocation benefits; • Eviction policies and procedures; • Appeals and grievance procedures; • Displacement schedule; • Estimated relocation costs. (AQ PROPERTY MANAGEMENT SERVICES: Description of Work: Consultant will coordinate all of the property management tasks with City staff and the demolition contractor as deemed necessary, Consultant shall provide post acquisition property management services during the transition from occupancy to demolition. This includes the coordination of utility connections and disconnections, preparing and facilitating short -tern 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, and monitoring the demolition of structures and removal of underground storage tanks or other environmental concerns. Property management. consultant is required to inspect all City owned properties and to confirm tenancy of occupants. City of Santa Ana RFP 17-065 Page Al -7 Property Management duties shall include but not limited to: • Review existing leases, licenses, franchises, easements, permits and other agreements for City properties. • Negotiate and draft new agreements or make revisions to existing agreements for approval by the City. • Collect rent and calculate tenant rental adjustments, increases and operating expenses for approval by City. Calculate the market rent for hold over tenants for owners that will not vacate the properly within 3 days after closure of escrow and provide rental agreements to be executed for both parties and include in the escrow documents. • Coordinate with escrow companies for transfer of leases, security deposits and rents prior to close of escrow. • Schedule, coordinate, and perform property maintenance tasks with qualified vendors. Perform periodic site inspection visits for subject properties as required by the City to ensure site security from vandalism. Meet and inspect the City properties post -acquisition to ensure conformance with appropriate regulations. • Prepare and submit weekly status reports for all properties being managed. Report shall include at a minimum, properly address, owner's name, tenant's name and contract rent amount, notices, vacancy date and demolition, • Maintain and update tenant databases. Coordinate with City's acquisition/relocation consultant for post -acquisition Property Management of City properties. • Act as Property Management Liaison between the tenants and City. • Coordinate with all utility companies for transfer and disconnection including but not limited to City Water Department, SCE, Gras Company, Waste Management and cable and telephone utilities. Coordinate the removal of meters with utility companies in a timely maturer to ensure scheduled demolition of structures. • Provide Security Services as needed. Security service may be required to deter the vandalism of vacant properties. Hours may vary depending on the need for day or night time security. • Provide comprehensive maintenance services including the yard and site maintenance. • Coordinate vacancy of the properties with acquisition/relocation consultant. Coordinate Fencing and Boarding Up of buildings after vacancy as necessary for security prior to demolition. • Arrange for board up if there was any break- in of the original Board Up, Coordinate and provide access to properties, with demolition contractor. Coordinate eviction of tenants if necessary with City staff. • Coordinate with Escrow Companies for transfer of tenant information upon closure of escrow. TRUST ACCOUNT: Consultant shall establish a separate checking account in the name of City and Consultant with the City to be co-owner of the account and have full access at a bank approved by City and conform to the following policies: a) At the creation of the account, Consultant shall document all tenancies that currently exist at City -owned properties and provide the following information for each: tenant name, monthly rent amount, security deposit amount, beginning date of tenancy, and ending date of tenancy. This report shall be updated monthly to reflect any new tenants. nta Ana RFP 17-065 Page Al -8 b) Within three (3) days of receipt, Consultant shall deposit all proceeds received on behalf of City into account, including but not limited to rent, security deposits, and any amount that may become due by tenants. c) Funds may only be withdrawn by Consultant to pay property management related expenditures, including without limitation repairs, utilities, and maintenance, in an amount up to $1,000. Expenditures in excess of $1,000 must be approved by City, d) Non -emergency expenditures above $1,000 must be bid competitively to ensure property management funds are spent efficiently. C) The operating reserve amount in the account shall be $5,000 per parcel. Consultant is required to remit funds above the operating reserve amount after subtracting the projected expenses on a monthly basis. The funds shall be remitted by Consultant to City via ACH or wire within fifteen (15) days of the most recently completed month. On monthly basis, the Consultant should remit an itemized statement identifying revenues and expenditures collected and/or incurred during the period as noted in Section (h) below. (f) All expenditures, regardless of arnount, must be supported by itemized invoice that tracks expenditures by tenant and corresponding City approval if applicable. g) Changes to the rental information, such as addition of tenants, and/or rental termination, must be approved by the Public Works Agency. Within ten (10) days of such approval, Consultant shall confirm all changes in writing to City's Public Works and Finance and Management Agencies. h) Consultant is required to maintain books and records in compliance with Generally Accepted Accounting Principles. On a monthly basis or upon City's request, Consultant shall provide a listing of the following: i. Rental income by tenant (identify property address) ii. Expenditures by category (e.g., utilities, maintenance, property management fees, etc.) i) Consultant shall make available all books and records related to the services provided to City Finance staff or Independent Certified Public Accounting Firm acting on behalf of City. J) City maintains the right, either by itself or through a CPA firm acting on its behalf, to conduct an examination of Consultant's books and records related to above -referenced service. The examination may be conducted on annual basis or upon City's discretion on reasonable notice, WEEKLY STATUS REPORTS: Consultant shall provide to the City Weekly Status reports relating to the management and operation of the premises for the preceding calendar week. These documents shall include the following, but not limited to: • Proper records with respect to leasing, management, and operation of the premises (i.e. receipts, disbursements, etc.) • Contractor competitive bids Tenant Information, Owner's information, beginning date of tenancy, ending tenancy and vacate date, rent amount, security deposit, past due rents, 90 -day notice dates, Fencing, Board Up, and Testing date, Utility shut off and meter removal dates. • Status report must also include inspection dates and any action items needed during the inspection and follow up of the action items. City of Santa Ana RFP 17-065 Page Al -9 EXHIBIT B COMPENSATION Fee Proposal including hourly rates if applicable PARAGON PARTNERS 2017 Schedule of Professional Fees Classification Project Director Hourly Rate $195.00 Project Manager $175.00 Principal Acquisition Agent $115.00 5eniorAcquisition Age nt $ 95.00 Acquisition Agent $ 85.00 Principal Relocation Agent $115.00 Senior Relocation Agent rvu$ 95.00 Relocation Agent $ 85.00 Title Manager $135.00 Title Supervisor $120.00 Senior Title Agent $ 95.00 Title Agent $ 85.00 Project Controls Specialist $ 85.00 Project or Escrow Coordinator $ 75.00 Right of Way Engineer P.E. a $150.00 Senior Right of Way Engineer/GIS Supervisor $125.00 Associate Right of Way Engineer/GIS Specialist $ 95.00 Right of Way Engineering Technician $ 75.00 Administrative Support _ _ $ 65.00 . Office Clerk $ 50.00 IT Support $125.00 Depositions and Court Testimony Direct Copies (Xerox) @ $0.15 each harges Cellular $250.00 --- @ cost D & E Size Copies @ $5.00 each Air Travel & Lodging @ Cost Real Estate Data Services @ Cost+ 15% Mileage_ —Ca -F $0.535 per mile* Tele honeJFax@ Cost Subconsultants @ Cost +15% Postage/FedEx @ 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, 2017. Rates may be revised annually on January 1 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. EXHIBIT C CERTIFICATIONS C-1 though C-3 III. FEE PROPOSAL Paragon has provided our pricing proposal in a separately sealed envelope, as requested by the City. IV. CERTIFICATIONS Appendix AT'T'ACHMENT 3-1: NON -COLLUSION AFFIDAVI9' CERTIFICATIONS CONSTRIICTA1311.ITV REVIEW NON-COU.IISION AF JDAVI7, ('fide 23 Unilcd Stales Code Section 112 mut Public Contract Code Settle[) 7106) '1'o the CITY OF SANTA ANA DEPA RTh1EN'r OF PUBLIC WORKS In accordance wills lllle 23 United Slides Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not rade in the interest of', or on behniror, any undisclosed person, partnership, com a rty, association, organization, or corporation; that the bid is genuine and not collusive or sham; that Ole BIDDAR has not directly or indirectly induced or solicited any other BIDDEW to put in a false or shim bid, kind has not directly or Indirectly colluded, conspired, connived or agreed with any BIDDER or anyone ciso to put in a sham bid, or that anyone shall refrain loom bidding that the BIDDFsR has not in any manner, directly or indirectly, sought by agreement, Communication, or conference with anyone to fix the bill price of the BIDDER or any BIDDER, or to fix any overhead, platin, m' cost clement of the bid price, or of that orally other BIDDER, or to securo any advoolage against file public body awarding the contract ofanyoue illoswoed in the prolwsed contract; that till statements contained in Hie bid are true; and, further, Cant the BIDDER has not, directly or indirectly, submitted his or hm• bid price or may breakdown thereof, or the contents thereof, or divulged information or data relative theicio, or paid, and will not pay, any fee to any corporation, partnership, Company association, organization, bid depositary, orto any member or agent thereof to effectuate a collusive or sham bid. Note: 'I7he above Non -collusion Affidavit is pad of the Proposal. Signing this Proposal on the signan4re portion thercor shall also constitute signature of This Non -collusion Affidavit. BIDDERS re cautioned that makings false ceriilicntion iaay-fdAljeet the eertifter to oritnioad prosceution. Signed State of California Counly of' 6a 411J S/ulI/y` scribed )�m15I ,gwom to (m affirnrd) befm�c ale on this day of CtriG 2C1.1� by ../.] A. ✓^_ ._wt _ Proved to me oil the basis of skitisfictory evidence to he the person(s) wile appeared baforeitlC. —' No at), Public Signature KtpikmN s tomm.f714To11 a � NanryWblk falNonN7 g Orsihpa caumy Art enmm.Eapaa MM31, 7074 AT36 Notary Public Seat City of Santa Ana RFP Page A3-1 11b P�A,R'AG $ CITY OF SANTAANA I ON-CALA. RIGHT OF WAY PROPERTY MANAGEMENT SERVICES -- Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS CONSTRUCTABILITY REVIEW The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or tier knowledge and belief, that: I • No federal appropriated fonds have been paid or will be paid, by or on behalf of the undersigned, to ally person for influencing or attempting to influence an 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 the awarding of any federal contract, the making of any federal grant, file 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 funds 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, o• 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. Any person who fails to file the required certification shall be subject to n civil. penally 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 lie or she shall require that the language of this oertitieation be included in all lower lier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Paragon Partners Ltd. Signed and Printed Name: Neilia LaValle Title President and CEO Date 6/29/2017 City of Santa Ana RFP Page A3-2 >na NEas CITY OF SANTAANA I ON-CALL RIGHT OF WAY PROPERTY MANAGEMENT SERVICES Appendix ATTACHMENT 3-3t NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS CONSTRUCTABILITY REVIEW 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 reoeive 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 past and the Consultant may 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 City of Santa Ana RFP Page AM by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each 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 Consultant becomes involved in, or is threatened with, litigation with a sub -consultant 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. S. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, 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: Title: President and CEO Firm: Paragon Partners Ltd. Date: 7/20/2017 City of Santa Ana RFP Page A3-4 PARAG-3 OP ID: CM '4 J?" CERTIFICATE OF LIABILITY INSURANCE DATE/05/20Y 09/05/207 F 17 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 Richard Lindgren CONTACT NAME: PHONE 562-424-1621 F""X A/C No Ext): (ac No): 562-490-0432 E'MA—ADDRESS: sylvia@doughertyins.com GENERAL LIABILITY INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Hartford Insurance Company 29424 INSURED Paragon Partners Ltd. 5660 Katella Avenue, Suite 100 INSURER B: Lloyds of London '..AA112 EACH OCCURRENCE $ 1,000,00 Cypress, CA 90630 INSURER C: INSURER D. INSURER E: 01/01/2017 INSURER F: REMISETO-R ' S Ea ccurrencel $ 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, IOU LTR TYPE OF INSURANCE INSR WVDJ B POLICY NUMBER MM DDNYYY MM/DDIYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR X 72UUNPR1964 01/01/2017 01/01/2018PREMISE REMISETO-R ' S Ea ccurrencel $ 300,00 MED EXP (Any one person) $ 10,00 PERSONAL & ADV INJURY $ 1,000,00 X Contractual Deductible -0- GENERAL AGGREGATE $ 2,000,00 GE_N'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,00 X POLICYJECT I PRO- LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,00 Ea accident $ BODILY INJURY (Per person) $ A ANY AUTO X 72UUNPR1964 01/01/2017 01/01/2018 ALL OWNED SCHEDULED '. AUTOS AUTOS BODILY INJURY (Per accident) $ X 'HIRED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE $ PER ACCIDENT Deductible: $ nil X No Owned Autos X UMBRELLA LIABX OCCUR EACH OCCURRENCE $ 10,000,00 AGGREGATE $ 10,000,00 A EXCESS LIAB CLAIMS -MADE 72RHUPR2423 01/01/2017 01/01/2018 '. DED X RETENTION$ 10,000 $ A A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVEY/N OFFICER/MEMBER EXCLUDED? y (Mandatory in NH) N / A 72WENG6914 -ALL STATES EMPLR'S LIAB &STOP GAP 01/01/2017 01/01/2017 01/01/2018 01/01/2018 X WC STATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT $ 1,000,00 E.L. DISEASE - EA EMPLOYE $ 1,000,00 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,00 B Real Estate MPL102807417 05/22/2017 05/22/2018 Claim: 2,000,000 Errors & Omissions CLMS MADE: $151K RETENTION Aggregate 2,000,00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) Re: Agreement No. A-2017-229. The City of Santa Ana, its officers, employees, agents, volunteers and representatives are named as Additional Insured for Auto and General Liability as respects operations of the Named Insured. Coverage is primary and non-contributory. Endorsements attached. 30 days prior written notice of cancellation applies. REVIEWED BY: EUNICE HEREDIA (PG 1 F* ,,r-mIIria,HIc nvLuctc SANTAA2 City of Santa Ana Public Works Agency, M-36 Attn: Leticia Lopez 20 Civic Center Plaza 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 Ad ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD Policy no. 72UUNPR1964 Issued to: Paragon Partners Ltd i COMMERCIAL GENERAL LIABILITY COVERAGE FORM 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 T. 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"; (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, FIG 00 01 06 05 Page 1 of 18 © 2005 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) (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 . assumptlon of liability in a contract or agreement. This excluslon 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'orfurnishing 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 insuredarising 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 0106 05 REVIEWED BY: EUNICE HEREDIA (CSG OF (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 HG 00 01 06 05 (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insureds' 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; Page 3 of 18 RE -VIEWED BY: E17r RICE. HEREDIA (r}U� card } (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 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. 1. 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. Page 4 of 18 HIS 00 01 06 05 F VIEWED BY:� e � EUNICE HEREDIL4 (F� eor 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 othermedia 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 HG 00 01 08 05 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 III — Limits Of Insurance, COVERAGE. B PERSONAL AND ADVERTISING INJURY LIABILITY Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising • injuryto 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. Page 5 of 18 REVIEWED BY. EUNICE HEREDIA (PG 40F � j 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. 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 6 of 18 (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. 1. 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, dean 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 0106 05 REVIEWED BY: EUNICE HE REDIA (PG iOF o. War "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. Page 7 of 18 f4FICV�JE ��3Y;.,m t ur�i c HCF�E.�7fF\ gncc�t= �� 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". 2, 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 AANDB 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. 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 Ii mit 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, 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, Page 8 of 18 HG 00010605 F EVIii_ VVEC t3Y: " EUNIC E 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 I — Coverage A — Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: a. We have used up the applicable limit of insurance in the payment of judgments or settlements; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION 11— WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner, b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees, 2. Each of the following is also an insured: a. Employees and Volunteer workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), 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 business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister 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)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a 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 worker"), or any organization while acting as your real estate manager. c. Temporary Custodians of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that 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 HG 00 01 06 05 Page 9 of 18 F t �Afk Wt C EiY: r EUNICE FUER CUBA (a'cJr� � 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 inyour 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, 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 01 06 05 rRLII 1 tr=ra Eby :___._______ E UNICE HEREDIA (PG //OF � ) (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: (1) 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, 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 injurycaused, 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. 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 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. e. Permits Issued 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 01 06 05 Page 11 of 18 EYE E �: EUNI_Ct HEREDIA (PGI;,0F _._.. f. Any Other Party 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, -7kNo 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 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. 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 S. 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 Page 12 of 18 HG 00 01 06 05 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 Page 13 of 18 HES6El4PL:r F3Y: EUNICEHEREDIA LG caF 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 (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. (a) Primary Insurance When Required By ''l � 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. Page 14 of 18 HG 00 01 06 05 R�VICC WD aY: _ 1ur�r� I r r R� USA (F'G '7d ? _ .___.._..__ .. L......_ ._.� 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 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. "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. HG 00 01 06 05 Page 15 of 18 REVIEWED EKY- � � EUNIC.:E HEREDIA (nc� mor 6. "Coverage territory" means: 7 8. 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. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". "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: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contractor 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 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"; Page 16 of 18 HG 00 01 06 05 h C��✓IFWO E BY ___EUNICE !-{F..:REDIA Put _F._._ __.__ 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. Page 17 of 18 r E I0iWEdi EKY T EC. NICE:: HERE DIS (FSU Y 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 nottangible 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", acid (2) The providing of or failure to provide warnings or instructions. MG 00 01 06 05 Client#: 467968 PARAGPARTNI ACORD,. CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 5/22/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh & McLennan Agency LLCPHONE Marsh & McLennan Ins. Agency LLC 1 Polaris Way #300 Aliso Viejo, CA 92656 CONT CT NAME: Lauren Michael g49-544-8475 FAX E A Lo, Ext): A/C, No ADDRESS: Lauren.Michael@MarshMMA.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Hartford Fire Insurance Company I 1 9682 INSURED Paragon Partners, LTD 5660 Katella AVenue, Suite 100 Cypress, CA 90630 INSURER B : Underwriters at Lloyds London I 1 0200 INSURER C: INSURER D INSURER E: INSURER F : CLAIMS -MADE OCCUR 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 CONTRACTOR 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 ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X'•. COMMERCIAL GENERAL LIABILITY 72UUNHB5671 1/01/2018 01/01/2019 EACH OCCURRENCE $1000000 CLAIMS -MADE OCCUR EA PREMISES Eaoccurrence $300000 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $11,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY F—I JECOT P LOC GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG $2,000,000 $ OTHER: • AUTOMOBILE LIABILITY 72UUNHB5671 1/01/2018 01/01/2019 EaaBcIN ideDISINGLELIMIT 1,000,000 BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED X' AUTOS ONLY X AUTOS ONLY BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ $ A X UMBRELLA LIAB X OCCUR 72RHUHB5363 1/01/2018 01/01/2019 EACH OCCURRENCE $10,000,000 AGGREGATE $10,000,000 EXCESS LIAB_ CLAIMS -MADE DED X RETENTION $1 O 000 $ A WORKERS COMPENSATION EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N / A 72WENG6914 1/01/2018 01/01/2019 X IsPTEAROTH- TuTEAND E.L. EACH ACCIDENT $11,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 (Mandatory in NH) _ It yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 B E&O MPL102807418 5/22/2018 05/22/2019 Per Claim $2,000,000 Aggregate: $2,000,000 Claims made: Ret: $15K DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Agreements A-2017-227 and A-2017-229. 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. Endorsement sattached. 30 day NOC and 10 day NOC for non-payment provisions apply on the referenced Package Policy # 72UUNHB5671, per the attached. REVIEWED BY: EUNICE HEREDIA (PG f OF ) Lai a al l id 109111 i City of Santa Ana Attn: Purchasing Department 20 Civic Center Plaza Santa Ana, CA 92701 ACORD 25 (2016/03) 1 of 1 #S3471114/M3470364 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 ®1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD WOAOH