Loading...
HomeMy WebLinkAboutKTUA (KTU&A, LLC) INSURANCE U1!FILE WORK MAY PPO'CM) A-2025-188 Oq I aoz+o- D'°J lVOU 2 5 2025 AGREEMENT WITH KTU&A LLC TO PROVIDE M%KQ, AY+2ct►9Oil(Dz) PROFESSIONAL SAFETY MOBILITY ANALYSIS SERVICES THIS AGREEMENT is made and entered into on this 4th day of November, 2025 by and between KTU&A, LLC, a California limited liability company dba KTUA ("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 February 18, 2025,the City issued Request for Proposal No. 25-026,by which it sought a qualified consultant to provide professional safety mobility analysis services for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work documented in RFP No. 25-026. 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 Consultant shall perform the services described in the scope of work included in RFP No. 25-026, attached as Exhibit A and incorporated in full, and is further described in Consultant's Proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit C. The total amount to be expended during the term of this Agreement shall not exceed One Hundred Eighty Thousand, Eight Hundred Thirty-Two dollars ($180,832). b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH)transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance Page I of 9 set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on November 3, 2026, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended for an additional one (1) year period, exercisable by a writing 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 Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however,the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages,employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, ,use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship Fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes,which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services,products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. MINIMUM SCOPE AND LIMIT OF INSURANCE Page 2 of 9 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee,for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. 4. Professional Liability Insurance: with limits no less than $2,000,000 per occurrence or claim., and $2,000,000 aggregate. If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: I. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds,under Consultant's CGL,Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement. 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. S. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City.Ten(10)days prior written notice shall be provided to City for policy cancellation Page 3 of 9 or non-renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Mike Arizabal, 20 Civic Center Plaza, M-43, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements(or copies of the applicable policy language effecting coverage required by this clause)and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins.However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk,prior experience, insurer, coverage, or other special circumstances. 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 negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and(2) from any claim that personal injury, damages,just compensation, restitution,judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages,just compensation,restitution,judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution,judicial or equitable relief due to personal or property rights arises by Page 4 of 9 reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding.Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence,recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent,trademark, or copyright infringement,including costs,contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents,proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance,but in no event less than reasonable care. "Confidential Information"shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a)has been disclosed in publicly available sources; (b) is,through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant 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 a. Consultant covenants that it presently has no interests and shall not have interests, Page 5 of 9 direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City's Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Consultant or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards,to any former full-time employee for one-year from date of employee separation except for any CalPERS retiree as authorized by City Council resolution d. The Consultant must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Consultant warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Consultant hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. e. Consultant covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported(in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b)and (c)above. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race,color, creed,religion,sex,marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion,termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 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 terms of this Agreement and any attachments hereto, the terms Page 6 of 9 of this Agreement shall prevail, This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to,the terms and conditions hereof, shall not bind or obligate Consultant or the City.Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which 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. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event,Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment,the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate, b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy.No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar,nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or Page 7 of 9 arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals,waivers,and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice,tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Cleric City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza(M-21) P.O. Box 1988 Santa Ana, California 92702 To Consultant: KTU&A, LLC dba KTUA Joe Punsalan, Principal 3916 Normal Street San Diego, CA, 92103 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have Page 8 of 9 been given twenty-four(24)hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames,weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signature page to follow] Page 9 of 9 1N WITNESS WHEREOF,the parties hereto have executed this Agreement the date and year first above written. ATTEST: „ i CITY OF SANTA ANA Ha Alvaro Nunez City Cl r City Manager APPROVED AS TO FORM: SONIA R. CARVALHO CONSULTANT: City Attorney 13y: V&4� Kyle lesen Joellunsalan Assistant City Attorney Principal RECOMMENDED FOR APPROVAL: -_OigiulFjsigned by Rndoifn Rosas Rodolfo Rosas ��n=Re2 l(o Rosas email=osas�santa- anaarg,r—u5 ❑a1e:2o25.1a]2 09:a6:06 A7"00' Rodolfo Rosas, PE Acting Executive Director Public Works Agency EXHIBIT A SCOPE OF SERVICES EXHIBITA SCOPE OF SERVICES Consultant shall perform services as set forth below. INTRODUCTION,DESCRIPTION,AND SCOPE OF WORK INTRODUCTION The City of Santa Ana is issuing this Request for Proposals (RFP) for Engineering Services. The City of Santa Ana (City) continues to see the number of cyclists and pedestrians injured or killed in traffic collisions remain unacceptably high for several years. The Santa Ana City Council and community are now calling for a change to the City's mobility priorities. The statistics tell the story: 41 Most densely populated City in Orange County. 48%of Residents are under the age of 30 15%of Residents use public transit Safe all-around Santa Ana mobility must be better balanced with regional mobility priorities.The response must be customized to address Santa Ana's specific needs and characteristics. DESCRIPTION The City is issuing this Request for Proposal (RFP) for the Santa Ana Vision Zero Plan Update that involves evaluating citywide traffic safety. The Santa Ana Vision Zero Plan Update SHALL and will analyze traffic collisions, identify contributing factors/patterns, recommend improvements, develop concept plans/drawings, cost estimates, and prioritization for improvements. The City will enter into an agreement with the firm(s). A. IMPLEMENTATION I. City staff shall have the right to modify, reduce, or delete the services as needed by City. II. The term of the contract shall be for an initial 1 year which shall commence on the date that City Council approves the award or the date that all required bonds and insurance have been approved by the City Attorney, whichever occurs last. III. City shall retain an option to renew on the same terms and conditions as set forth herein for up to one (1) additional one-year term, for a total maximum of 2 years. B. SCOPE OF WORK The Consultant shall update the existing Santa Ana Vision Zero Plan by incorporating five (5) new additional priority corridorlstreet segments (1-2 miles long), incorporate two new non- priority corridor/street segments (1-2 miles long) into the framework, and provide additional community outreach. This expansion aims to enhance traffic safety measures, reduce traffic- related fatalities and severe injuries, and promote a more pedestrian and cyclist-friendly urban environment in more areas of the City of Santa Ana. The Consultant shall provide all necessary services to perform the following tasks: C. PROJECT TASKS Task 1: Project Management: o The City shall be the lead agency for the Santa Ana Vision Zero Plan Update, and the designated City Project Manager will coordinate project management through the Traffic Engineering Section of the Public Works Agency. o The Consultant shall be expected to interface both locally with City staff and with other affected agencies as necessary, as well as participating in discussions and presentations with the wider design team at periodic milestones as per consultant recommendations. In order to ensure a timely progression of the project from inception to final deliverable, the following activities should be anticipated once the Notice to Proceed (NTP) is authorized and as the Project progresses: • Project Kick-off Meeting • Weekly PDT Meetings • 6 Community Meetings(one community meeting at each City's Ward) Project Schedule Management Monthly Progress Reports Monthly Cost Accounting Quality Assurance/Quality Control o Of particular importance is the monthly PDT Meetings. The consultant shall prepare, update, and provide City staff with a punch list prior to meetings. City staff will be participating and guide the development of the SAVZ Plan Update throughout the process. Task 2: Data Collection: o Data collection will include, but not be limited to; traffic counts, collision data for the past ten years, posted speed limits, 85%the speed limits, lane configurations, street classification, lane widths, traffic citations, street lighting, trees, 'transit stops, transit board inglalighting, street crossings, and adjacent land uses. Data collected from the existing Santa Ana Vision Zero Plan may be re-used, as needed. Task 3: Community Outreach Surveys& Stakeholder Engagement: o Engage with key stakeholders including City staff, transportation authorities, community groups, and residents. o Conduct one community meeting/workshop for each City of Santa Ana's Ward, a total of six (6) meetings. o Gather input/feedback/recommendations on safety concerns, priorities for improvements, and community-specific needs related to the selected corridors. Task 4: Analysis: o The analysis will consist of a thorough review and study of the data collected particularly the citywide collisions within the past ten-years (20,000+). Special focus will be placed on all pedestrian and bicycle involved collisions. The analysis will review collisions to identify correctable collision patterns. The review will include, but not be limited to; time of day, day of the week, night time, age of parties, year by year trends, primary collision factors, type of collisions, severity of injury, and fatalities. Review of actual collision reports for the past ten-years will be required. Analysis from the existing Santa Ana Vision Zero Plan may be re-used, as needed. Task S: Location Prioritization and Field Review: o Conduct a safety evaluation and field reviews for five new corridors/street segments (1-2 miles long)that present the highest risk to vulnerable roadways users (bicyclists and pedestrians). A prioritization of risk factors shall be established as part of this Task and may include collision patterns, severity of injuries, and proximity to school, parks, or other pedestrian/bicycle generating uses. The field reviews shall be conducted while school is in session. o Develop concept plans/drawings for five new corridors/street segments (1-2 miles long) and two new non-priority corridors/street segments (1-2 miles long) not on the priority list (City to provide priority list) using the "Toolbox of Potential Improvements" section. o To support these concept plans/drawings, one (1) 3D intersection/cross-section detailed rendering shall be developed for each new corridor to illustrate the improvements which will also be used as part of the community engagement process. A total of seven (7) 3D detailed renderings shall be developed (see EXHIBIT IV—Sample of 3D Intersection/Cross-Section Detailed Renderings and Concept Plans/Drawings). Task 6: Assessment of Current Plan: o Review the existing Santa Ana Vision Zero Plan, including goals, strategies, and current corridor selection. o Identify strengths, weaknesses, and opportunities for improvement based on existing collision data analysis and community feedback. o Update all maps, tables, exhibits, appendices, etc. related to the addition of the seven (7) new corridor/street segments and include new language, plans/recommendations, and any relevant information. o Incorporate the five new corridors/street segments and the two new sample non-priority corridors/street segments into the Santa Ana Vision Zero Plan Update. o Provide explanation how non-priority corridors/street segments can be systematically improved as well. Task 7: Develop Safety Strategies: o Develop tailored safety strategies and interventions for each of the five selected corridors. o Update existing Santa Ana Vision Zero exhibits and drawings/plans to incorporate the new corridors/street segments and align with current best practices in traffic safety. o Consider innovative approaches such as complete streets design, traffic calming measures, improved signage, enhanced crosswalks, and protected bike lanes. o Strategies may include but are not limited to: • Implementation of traffic calming measures (speed humps/cushions, new or mod. traffic signals, etc.). • Enhanced crosswalks and pedestrian signals. • Dedicated bike lanes or shared-use paths. • Improved street lighting and signage. • Implementation of landscaped concrete mediums. Task 8: Implementation Plan: o Create a detailed implementation plan outlining the timeline, responsibilities, and budget for each safety strategy. o Coordinate with relevant City departments and agencies to ensure alignment with broader transportation and urban planning initiatives. Task 9: Develop Cost Estimates: o Cost estimates shall be prepared for each corridor/street segment. Based on the corridor/street segment Conceptual Engineering Plans/drawings developed, quantities will be generated, and unit pricing applied to prepare a conceptual level cost estimate using the ATP Cost Estimate format. Unit costs will be determined based on the following: • Review of local City examples • Review of other agencies • Collaboration with City staff o The cost estimates will be prepared for each of the seven (7) corridor/street segments. Project cost estimates will be reviewed with City staff to verify estimated cost by project phase to position for successful implementation: Task 10: Draft and Final Vision Zero Plan Update: o Draft Vison Zero Plan Update • The consultant shall update the Santa Ana Vision Zero Plan into a Draft Update to include the new corridor/street segments. As needed, the other maps, tables, exhibits, appendices, etc. related to the addition of the seven (7) new corridor/street segments, plans/recommendations, and any relevant information, will be updated. The community engagement section shall also be updated to include summaries of the six workshops in each City ward. This plan will be provided to the City for review for two rounds of revisions. o Final Vison Zero Plan Update • Upon completion of the City's review, comments will be addressed. The consultant shall develop a Final Vision Zero Plan Update to include all components mentioned above in the Scope of Work. This plan will be provided to the City for review for two rounds of revisions. Ten (10) hard copies (and one electronic) of the final plan will be printed and delivered. Deliverables: • Update Santa Ana Vision Zero Plan document reflecting the incorporation of five additional corridors/street segments and two non-priority corridors/street segments. Update shall include but not limited to: Update all maps, tables, exhibits, charts/graphs, appendices, etc. related to the addition of the five new corridors/street segments and the two new non-priority corridors/street segments and include new language, concept plans/drawings, recommendations, and any relevant information. • Detailed corridor/street segment assessments, including data analysis, cost estimates, community input summaries, and traffic safety strategy recommendations. • Implementation plan with timelines, responsibilities, and budget estimates. Timeline: • Phase 1: Review and Assessment- 2 months • Phase 2: Corridor Selection and Stakeholder Engagement-4 months • Phase 3: Strategy Development and Plan Formulation-3 months • Phase 4: Implementation Planning -3 months • Phase 5: Monitoring and Evaluation Framework-Ongoing Summary of Products: The required products, which are to be delivered to the Traffic Engineering section of the City of Santa Ana Public Works Agency, shall be as follows: 1. All data collection information for each corridor/street segment 2. The draft SAVZ Plan Update report. (electronic) 3. The final SAVZ Plan Update report. (1 Q hard copies, one electronic) All written reports, information, data, charts, tables, maps, cost estimates, CAD drawings files, etc, in electronic format acceptable to the City of Santa Ana. Schedule: This project is a high priority project for the City of Santa Ana, Public Works Agency. As a result, the SAVZ Plan Update has a very aggressive schedule. 9-12 months from the date Notice to Proceed (NTP) is issued. Approva[ and Review: This Scope of Work will undergo review and approval by the City Project Manager I Traffic Engineering Department to ensure alignment with broader City goals and objectives before implementation begins. Note: Adjustments to the scope, timeline, and budget may be necessary based on further discussions and findings during the initial phases of the project. EXHIBIT B CONSULTANT PROPOSAL Scope of Work „PROPOSED WORK PLAWUNDERSTANDING OF ! Up to 12 monthly PDT Meetings are especially important to Projectprovide opportunities to comment and make course-cor- ` recognizes ' section on interim deliverables that KTUA will prepare. enhancing safety for • and visitors by KTUA will prepare,update,and provide City staff with proving •• .r• - for action items prior to meetings.City staff will be participat- goal of • Zero Plan Updateisto revise ing and guide the development of the SAVZ Plan Update the recently completed Vision Zero throughout the process. acrossby incorporating new policies aimed at increasing safety ••- of transportation, TASK 1 DELIVERABLES: .. outlining programs an• projects • a - • Meeting agendas,meeting minutes,updated schedules, mentation.This update , includes tfie additioninvoices,and monthly progress reports of a• directed by - City Council, a • with expanded outreach in each TASK 2:DATA COLLECTION of the six wards.The following scope of work 2.1 Data Collection details the tasks and deliverables, KTUA will collect data that will include,but not be limited to: associated with this project- traffic counts,collision data from the past ten years using the City's Crossroads dataset,8541E file posted speed limits, TASK 1:PROJECT MANAGEMENT lane configurations,street classifications.traffic citations, street lighting,trees,transit stops,transit boarding/alighting, 1.1 Kickoff Meeting street crossings,and adjacent land uses-KTUA has many of Within the first month from the issuance of the Notice to these datasets in-house from work on the previous Com- Proceed.KTUA will schedule and facilitate a virtual kick-off plete Street and Active Transportation Plans,which will ex- meeting.KTUA will prepare the agenda and the meeting pedite this process.Data collected from the existing Santa notes-Recommended objectives for the kickoff meeting Ana Vision Zero Plan may be utilized,as needed. may include,but not limited to: • Establish communication channels and protocols TASK 2 DELIVERABLES: • Review project objectives • Technical Memorandum of data collection summary • Refine project work plan and schedule . Identify known preliminary issues TASK 3:COMMUNITY OUTREACH SURVEYS AND Develop ideas and strategies for community STAKEHOLDER ENGAGEMENT engagement • Develop a list of background datalplans to request Long-time Develop Lreach pConiniunit partner Latino Long-time outreach partner Latina health Access(LIiA)will and review develop an Outreach and Engagement Plan(O&E Plan) 1.2 Project Coordination outlining the selected approach to community outreach KTUA will interface with City staff and other agencies throughout the project.The O&E Plan vrill identify,and match as necessary,as well as encourage their participation outreach strategies based on stakeholder communication in discussions and presentations with the wider design needs and their appropriate level of engagement.The O&E team at periodic milestones wherever deemed necessary- Plan will include key messages,schedules,and descrip- tions of outreach activities and opportunities,with emphasis Feedback from City Staff and other agencies is important placed on engagement methods to drive attendance at the to meet the goals of the periodic project milestones to workshops.The O&E PEan will describe the use of social ensure a timely progression of the project from inception a engagement opportunities and language translation! to the final deliverable.The following activities will be antic- media ipated once the Notice to Proceed(NTP)is authorized and •need,,, among other element_..The team will: Develop key messages as the project progresses: Develop a stakeholder contact information database • Project Kick-off Meeting Establish meeting dates and create materials,then • Monthly Project Development Team(PDT]Meetings disseminate meeting notice flyers via e-mail to neigh- Six(6)Community Meetings(one community meeting at borhood associations,community-based organizations, each City's Ward) youth groups,schools,and churches for distribution to . Project Schedule Management their members,per the O&E Plan:make follow-up phone Monthly Progress Reports calls to key organizations to confirm recelpt,ask organi- • Monthly Cost Accounting zatlons to post on their websites and distribute through Quality Assurance!Quality Control their social networks SANTA ANA VISION ZERO PLAN UPDATE 1 13 PROPOSED WORK PLAWUN DERSTAN DING OF ! • Solicit input from other relevant agencies and organi- zations at different phases in the development of the Vision Zero Action Plan Update,Santa Ana Unified t' ° r° f 1a School District.the Police Department and other local •_ i { law enforcement agencies,etc. f ik. �'t • E-mail notices to project database contacts 3.2 Workshops LHA has been ingrained in the community for marry years and has built an extensive network to solicit feedback y and gain trust with Santa Ana residents.LHA will lead 4 promoting and organizing one(1)community workshop in [ ' each of the six(6)wards to gather input and feedback on '� safety concerns,priorities for improvements,and corn- ._ munity-speck needs related to the selected corridors. .. A total of six(6)workshops will be conducted as part of established community meetings,wherever possible_For TASK 4:ANALYSIS: the coordination,implementation and promotion of com- munity workshops.LHA will have constant communication 4.1 Crash Aitalysi5 with representatives of neighborhood associations and To conduct the collision analysis,KTUA will use guidance employees of the Santa Ana Neighborhood Initiatives and from the fallowing sources: Environmental Services and attend its meetings.Time will . Local Roadway Safety Manual(LR M) be iu vusted in promoting and inviting to community work- . Systemic Safety Project Selection Tool shops during in-person activities such as City and SAUSD • The Caltrans Systemic Safety Analysis Report Program community events,neighborhood association meetings, (SSARP)Guidelines LHA and other partners classes and events,etc.The KTUA . The current SAW plan(to provide longitudinal consistency) team will develop materials such as flyers,announcements, and social media messages to promote the workshop and Analysis will consist of a systematic review and study of the gamer online engagement to collect community feedback. data collected.particularly the collisions within the past tern Promotional material distribution will be conducted through years(numbering more than 20,000 datapoints citywide) the City's existing social media account;and LHAs eaten- with a special focus on all pedestrian and bicycle4rivotved sive network and platforms(Webpage,Facebook,lnsta- collisions.People walking and biking are more vulnerable gram,Newsletters)to collect community recommendations than other road users and therefore giving them increased and to promote the community workshops,we will post the attention and countermeasures will more likely reduce workshop flyers and modify the educational videos created fatality rates.The analysis will review collisions to identify in the last phase of SAVZ and use them again as an educa- correctable collision patterns such as,but not limited to: tional tool that will allow us to inform the community about time of day,day of the week,lighting conditions,age of project and as an invitation to community workshops_We parties,year-by-year trends,primary collision factors,type will also ask our community partners to promote flyers and of collisions,severity of injury,and fatalities. videos can their social media platforms. The first step in the collision analysis involves the selec- TASK 3 DELIVERABLES: tion of focus collision types_In this case,focus collision • Community Outreach and Engagement Plan types can be determined by the City based on the known • Outreach materials(flyers.announcements.social media prevalent collision types or causes_The focus will be on messaging,etc) fatality and high injury collisions rather than Property Dam- Community workshop materials and summaries age Only(PDO)crashes.The next step,selecting focus facilities,involves analyzing the physical characteristics of intersections and roadways associated with each collision to determine patterns in collision. TASK 4 DELIVERABLES: • Update SAVZ Update plan maps,tables,charts,graphics. text,etc.based on crash analysis,as needed SANTA ANA VISION ZERO PLAN UPDATE 1 14 P ROPOSED WORK P LAKIU KBERSTANDING OF N EED Crash Tree 'S8 coll�lane 225 wllreVons 167 milsierK 171 cc Blons fi!)mllisicr6 t2 coll s ons i53 oa111sions t'O ~ 4e cdll�iors i2 cdll�lons 1i9 c�laslons C2 C�1111dOfYi is ea11s�� t�2 call�icn3 TASK 5,LOCATION PRIORITIZATION AND FIELD REVIEW 5.7 DevelupCorr dafDesigns KTUA will host a Focus call with City staff to discuss a rough 5.1 Pro .Je�t Seletfinn outline of features to implement aloe the study p g corridors Based or,a review of the existing Vision Zero Action Plan's based on right-of-way and traffic constraints,traffic opera- collision analysis and identified projects,the KTUA team tions,and desired improvements.The focus meeting will wilt work with the City and community to select fire(5)new occur prior to the detailed development of the corridor corridors/street segments that present the highest risk to concept,in AutoCAf1 Subsequently,the KTUA team will vulnerable roadways users(bicyclists and pedestrians).The develop corridor concept plans at the seven M identified selection process will be consistent with the Vision Zero corridors/street segment;for 1-mile in length each.A total Action Plan and select corridors that were not incorporat- of seven(7)corridors will be designed for feasibility and ed into the original process.The selection process may grant pursuits.Each corridor segment will be developed include collision patterns.severity of injuries,and proximity at a scale of 1"_SO'and shown on an aerial graphic using to school,parks,or other pedestrian/bicycle generating AutoCAD base drawings consistent with the Vision Zero uses.Additionally,two(2)other corridors will be identified Action'Plan_Refer to the representative rendered concept based on discussions with City staff for a total of seven(7) plans previously prepared for the City. projects.Up to three(3)site visits will be conducted for the selected corridors while school is in session at high-cotti- 5.3 CWdor Renderings sion rate segments or intersections. To support these concepts,ono 0)3D cross-section will be developed for each corridor to illustrate the improvements which will also be used as part of the community engage- ment process.A total of seven(7)cross-section renderings will be developed. SANTA ANA VISION ZERO PLAN UPDATE 1 15 PROPOSED WORK PLAWUNDERSTANDING OF F i Z' ff ti -M, Z - = = = - - = r - _ _ _ _ _ _ _ - - Al .mow, s�csx �51�7 ¢;ritr,n erax q,=,.Ko+..ax., ,.,.i arc.•wr,n u.�rr w ,.na.s-w.>+,ro. �rd 1aJ-7 aJNYifY !Yl Y6CIM1 lLAO lw8il4 Oe a ri�..r;ra,r-ram.ram.reu:,twr., CONCEPT PLAN$ r errs sw• .•mYa x,etw Santa And Ci d/iJMTa JJIa U k*fix _ a a tea,,•.w ■.7Mi0NA3 TASK 6:ASSESSMENT OF CURRENT PLAN 6A Santa Ana Asion Zero Plan Assessment and Plan Updates KTUA will conduct a comprehensive revievl of the exist- ing Santa Ana Vision Zero Plan including but not limited - to the goals,strategies,and current corridor selection- Through this process and in combination with community feedback,KTUA will also identify strengths,weaknesses, and opportunities for improvement and updates to maps, tables,exhibits,appendices,and all other items related to the addition of the seven(7)new corridor/street segments. Updates can also include new language,plans/recommen- dations,and any other relevant information as deemed necessary that will support and provide an explanation how non-priority corridors/street segments can be system- TASK 5 DELIVERABLES: atically improved.Updates will be made at the discretion of • Site visits/Field Reviews of%even new corridor/street KTUA and in coordination with City Staff. segment,. TASK 6 DELIVERABLES: • AutoCAD Corridor concept plans for each of the seven Summary of consistency review of the Santa Ana Vision (7)new corridor/street segments Zero Plan • 3D cross-section for each of the seven(7)new corridor/ . As needed updates to maps,tables,exhibits,appen- street segments dices,and all other items related to the addition of the seven(7)new corridor/street segments SANTA ANA VISION ZEROS PLAN UPDATE 1 16 PROPOSED WORK PLAN/UNDERSTAKDINGOF NEED TASK 7:DEVELOP SAFETY STRATEGIES TASK 9:DEVELOP COST ESTiMATES 7.1 develop Safety Strategies 9.1 Cost Estimates Based on the collisions identified,roadway design,road- Based on the corridor Conceptual Engineering Plans devel- way conditions,and other trends identified from the oped,quantities will be generated,and unit pricing applied crash analysis,KTUA,with support from Mark Thomas to prepare a conceptual level cost estimate using the ATP will develop tailored safety strategies and interventions Cost Estimate format(Attachment F).Unit costs will be deter- (countermeasures)for each of the five selected corridors_ mined based on the following: Santa Ana Vision Zero exhibits and drawings/plans will Review of local City examples incorporate the new corridorslstreel.segments and align Review of Mark Thomas projects for City and other with current best practices in traffic safety. The team will agencies review published research and the latest trends to identify • 'Collaboration with City staff potential countermeasures with the greatest potential to The cost estimates will be prepared for each of the;even address collision types.The Highway Safety Manual(HSM) (7)street segments.Project cost estimates will be reviewed and Crash Modification Factors(CMF)Clearinghouse will with City staff to verify estimated cost by project phase to be utilized heavily for this task_CMF factors will be used to estimate the expected number of collisions after imple- mentinga given countermeasure at a speck intersection TASK 9 DELIVERABLES: or MPAH corridor(the lower the CMF,the greater the ^ Cost estimates for each of the seven(7)new corridor/ expected reduction in collisions). street segments KTUA will use an innovative approach such as complete TASK 10:DRAFT AND FINAL V'iSION ZERO PLAN UPDATE street,design,traffic calming measures,improved signage, enhanced crosswalks,and protected hike lanes-Strategies 10.1 Draft lfision Zefo Plan Update may include but are not limited to. KTUA will update the Santa Ana Vision Zero into a Draft Implementation of traffic calming measures(speed Update to include the new conrdors/segments.As needed, humps/cushions,new or mod.traffic signals,etc.) the other maps,tables,exhibits,appendices,etc.related Enhanced crosswalks and pedestrian signals to the addition of the seven(7)new corridors,plans/recom- • Dedicated bike lanes or shared-use paths mendations,and any relevant information,will be updated.. • Improved street lighting and signage The community engagement section will also be updated to Implementation of landscaped concrete medium, include summaries of the six(6)total workshops conducted in each of the City s six(6)wards.This plan will be provided TASK 7 DELIVERABLES: for City review for two rounds of revisions. - List/table outlining safety strategies and interventions (countermeasures) 10.2 Final vision Zero Plan Update Upon completion of the City's review.comments will be TASK 8:IMPLEMENTATION PLAN! addressed but KTUA_KTUA will develop a Final Updated Vi- sion Zero Action Plan to include all components mentioned 8.1 Develop Implementation Plan above in the Scope of Work.This plan will be provided to The KTUA team will create an updated implementation the City for two rounds of revisions.Ten 00)hard copies of plan outlining the fimeline,responsibilities,and budget for the final plan will be printed and delivered as well as one(1) each safety strategies and interventions(countermeasure). single electronic copy will be delivered electronically_ Coordination will be conducted with relevant City depart- TASK 10 DELIVERABLES: ment,and agencies to ensure alignment with broader ^ Draft Updated Vision Zero Action Plan transportation and urban planning initiatives. • Final Updated Vision Zero Action Plan TASK 8 DELIVERABLES; - Ten(10)Printed copies of the Final Vision Zefo Action Plan * Implementation plan of safety strategies and interven- Update dons(countermeasures)of the seven(7)new corridor/ • One 0 Electronic copy of the Final Vision Zero Action Plan street segments Update SANTA ANA VISION ZERO PLAY UPDATE 1 17 EXHIBIT C COMPENSATION 1 CITY OF SANTA ANA EXHIBIT C PROPOSER'S CERTIFICATION, PROPOSAL PRICING Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit 1) and am qualified to provide services being requested as specified herein. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. PROPOSER'S STATEMENT: I have read, understood and agree to the terms and conditions on all pages of the Request for Proposals. Upon request, I will transfer and deliver goods or services to the City in accordance with said terms and conditions. Project Tasks Total Cost Task 1: Project Management $10,232 Task 2: Data Collection $6,072 Task 3: Outreach, Surveys and Engagement $69,030 Task 4: Analysis $6,590 Task 5: Location Prioritization and Field Review $52,074 Task 6: Assessment of Current Plan $3,386 Task 7: Develop Safety Strategies $2,440 Task 8: Implementation Plan $2,204 Task 9: Cost Estimates $8,528 Task 10: Draft and Final Vision Zero Plan Update $20,276 Total Project Cost: $180,832 KTU&A 619-294-4477 LEGAL NAME OF COMPANY PHONE AND FAX NUMBERS 3916 Normal Street, San Diego, CA 92103 BUSINESS ADDRES Joe Punsalan Principal PRI E NAME IOF AUTHORIZED AGENT TITLE 10/1/2025 joe@ktua.com SIGNATURE OF AUTHORIZED AGENT DATE E-MAIL ADDRESS CITY OF SANTA ANA BUSINESS LICENSE NUMBER (PLEASE PROVIDE IF AVAILABLE, BUT NOT REQUIRED UNTIL AND!FAN AWARD IS MADE TO PROPOSER.) Atc" CERTIFICATE OF LIABILITY INSURANCE r ATEIMMIDDIYYYY) 11/13/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRooucER NAME cT Certificate Department Cavignac PHONE Fax 451 A Street, Suite 1840 No. o Ex 619-744-0574 Arc No:619-234-8601 San Diego CA 92101 ADDRESS: certificates cavi nac-corn INSURERS)AFFORDING COVERAGE NAIC 11 INSURER A:Travelers Property Casualty Company of America 25674 INSURED KTU&APL-01 INSURERB:Berkley Insurance Com an KTU&A y32603 3916 Normal Street INSURER C:Travelers Indemnity Co of Conn 25682 San Diego, CA 92103 INsURERD:Hartford Casualty Insurance Co 29424 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:109295591 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE AINSD AND DDL 5UBR POLICY EFF POLICY EXP POLICY NUMBER MMIDDIYYYY) (MMIDDrdYWI LIMITS A X COMMERCIALGENERALLIABILITY Y Y 6801H979452 9F112025 91112026 EACH OCCURRENCE $1,000,000 CLAIMS-MADE �OCCUR DAMAGE (Ea PREMISESS Ea occurrence) $1,000,000 X Cross Liability MED EXP(An y y one person) ) $14,000 X Contractual Liah PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER;. GENERAL AGGREGATE $2,000,000 X POLICY I PEO 71 LOG PRODUCTS-COMPlOP AG $2,000,000 OTHER' $ C. AUTOMOBILE LIABILITY Y Y BA2S035976 9/112025 9/112026 EOa aBINEDISINGLE LIMIT $1,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY Per accident AUTOS ONLY AUTOS I ) IXX HiRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ NoOwnedAutcs $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $. EXCESS LIAB CLAIMS-MADE AGGREGATE $ DIED RETENTION$ $ p WORKERS COMPENSATION Y 72WEGGG6436 9/112025 911/2026 X SPER OT TATUTE EERH AND EMPLOYERS'LIABILITY Y 1 N ANYPROPRIETORIPARTNEPJEXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? NIA (Mandatary in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS helm E.L.DISEASE-POLICY LIMIT $1,000,000 B Professional Liability Y AEC909023610 9/1/2025 91112026 Each Claim $5,000,000 Aggregate $5.000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Additional Insured coverage applies to General Liability and Automobile Liability for City of Santa Ana,its City Council,officers,officials,employees,agents, and volunteers per policy farm.Waiver Of subrogation applies to General Liability,Automobile Liability, Professional Liability and Workers Compensation per policy form, Professional Liability-Claims made form,defense casts included within limit. Tu Tra rl Digitally s,g—J!by N oa'az'1,I11 APPROVED I V C�Uye rl os,ao:zv-oa oa' By Tu Tran Nguyen of 8:32 am,Nov 14,2U25 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS, Attention: PWA—Traffic Engineering 20 Civic Center Plaza, M-43 AUTHORIZED REPRESENTATIVE Santa Ana CA 92701 rt-CtOH 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD Policy#BA2SO35976 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing Is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE--LOSS OF B. BLANKET ADDITIONAL INSURED USE—INCREASED LIMIT C. EMPLOYEE HIRED AUTO I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES-INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO -- LIMITED WORLDWIDE COV. LOSS ERAGE-•INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE--GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this Insurance applies and only to the extent that The following is added to Paragraph A.1., Who Is person or organization qualifies as an "insured" An Insured,of SECTION II—COVERED AUTOS under the Who Is An Insured provision contained LIABILITY COVERAGE: in Section II. Any organization you newly acquire or form dur- C. EMPLOYEE HIRED AUTO ing the policy period over which you maintain 1. The following is added to Paragraph A.1., 50% or more ownership interest and that is not Who Is An Insured, of SECTION II — COV- separately Insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: Coverage under this provision is afforded only un- An "employee" of yours is an "insured" while til the 180th day after you acquire or form the or- operating an "auto" hired or rented under a ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is earlier. name, with your permission, while performing duties related to the conduct of your busi- B. BLANKET ADDITIONAL INSURED ness. The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in B.5., Who Is An Insured, of SECTION II—COVERED Other Insurance, of SECTION IV — BUSI- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and ered "autos"you own: executed by you before the "bodily Injury" or (1) Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow; and during the policy period, to be named as an addi- (2) Any covered "auto" hired or rented by tional insured is an "insured" for Covered Autos your "employee" under a contract in Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy#BA2Sa35976 COMMERCIAL AUTO permission, while performing duties (a) With respect to any claim made or "suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions However, any"auto" that is leased, mired, of the United States of America, Puerto rented or borrowed with a driver is not a Rico and Canada: covered "auto". (1) You must arrange to defend the "in- D. EMPLOYEES AS INSURED sured"against, and investigate or set- tle any such claim or "suit" and keep The following is added to Paragraph A.1., Who Is us advised of all proceedings and ac- An Insured, of SECTION II--COVERED AUTOS lions. LIABILITY COVERAGE: Any"employee" of yours is an "insured"while us- (11) Neither you nor any other involved "insured" will make any settlement ing a covered "auto"you don't own, hire or borrow without our consent. in your business or your personal affairs. (III)We may, at our discretion, participate E. SUPPLEMENTARY PAYMENTS INCREASED (III) defending the "insured" against, or LIMITS in the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "suit". of SECTION 11—COVERED AUTOS LIABIL- (iv)We will reimburse the "insured" for ITY COVERAGE: sums that the "insured" legally must (2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily cluding bonds for related traffic law viola- injury"or"property damage" to which tions) required because of an "accident" this insurance applies, that the "in- we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para- 2. The following replaces Paragraph A.2.a.(4), graph C., Limits Of Insurance, of of SECTION II—COVERED AUTOS LIABIL- SECTION II — COVERED AUTOS ITY COVERAGE: LIABILITY COVERAGE. (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for "Insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day be- with our consent for your Investiga- cause of time off from work. tion of such claims and your defense of the "insured" against any such F. WIRED AUTO -- LIMITED WORLDWIDE COV- "suit", but only up to and included ERAGE--INDEMNITY BASIS within the limit described in Para- The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph B.7., Policy Period, Coverage Territory, SECTION II — COVERED AUTOS of SECTION IV -• BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to (5) Anywhere in the world, except any country or make such payments ends when we jurisdiction while any trade sanction, em- have used up the applicable limit of bargo, or similar regulation imposed by the insurance in payments for damages, United States of America applies to and pro- settlements or defense expenses. hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured"whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less (c) This insurance is not a substitute for re- and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your "employees", country outside the United States, its ter- partners (if you are a partnership), members ritories and possessions, Puerto Rico and (if you are a limited liability company) or Canada. members of their households. Page 2 of 4 ©2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of insurance Services Office,Inc.with its permission. Policy#BA2SQ35976 COMMERCIAL AUTO You agree to maintain all required or (2) In or on your covered"auto". compulsory insurance in any such coun- This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered "auto". local law. Your failure to comply with No deductibles apply to this Personal Property compulsory insurance requirements will coverage. not invalidate the coverage afforded by K. AIRBAGS this policy, but we will only be liable to the same extent we would have been liable The following is added to Paragraph 13.3., Exclu- had you complied with the compulsory in- sions, of SECTION III — PHYSICAL DAMAGE surance requirements, COVERAGE: (d) It is understood that we are not an admit- Exclusion 3.a. does not apply to "loss" to one or ted or authorized insurer outside the more airbags in a covered "auto"you own that in- United States of America, its territories flate due to a cause other than a cause of "loss" and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and A.1.c., but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that "auto" is a covered "auto"for Compre- for compliance In any way with the laws pensive Coverage under this policy; of other countries relating to insurance. b. The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE—GLASS ranty; and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated. ble, of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of$1,000 for any COVERAGE: one"loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced. The following is added to Paragraph A.2.a., of H. HIRED AUTO PHYSICAL DAMAGE—LOSS OF SECTION IV—BUSINESS AUTO CONDITIONS: USE—INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Para- tive prompt notice of the "accident" or "loss" ap- graph AA-b., Loss Of Use Expenses, of SEC- plies only when the "accident" or "loss" is known TION III PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a) You (if you are an individual); for loss of use is $65 per day, to a maximum of (b) A partner(if you are a partnership); $750 for any one"accident". (c) A member (if you are a limited liability com- I. PHYSICAL DAMAGE -» TRANSPORTATION pany); EXPENSES—INCREASED LIMIT (d) An executive officer, director or insurance The following replaces the first sentence in Para- manager(if you are a corporation or other or- graph A.4.a., Transportation Expenses, of ganization); or SECTION III — PHYSICAL DAMAGE COVER- an "employee" authorized b ( ) Any"em "p y y you to give no- AGE. tice of the"accident"or"loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.5., Transfer curred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us, ered "auto"of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS: The following is added to Paragraph AA., Cover- 5. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III -- PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ox- tent required of you by a written contract We will pay up to $400 for "loss" to wearing ap- signed and executed prior to any "accident" parel and other personal property which is: or"loss", provided that the"accident"or"loss" (1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 0215 ©2015 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy#BA2S035976 COMMERCIAL AUTO such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract, prejudice your rights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B,2„ Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV—BUSINESS AUTO CONDITIONS: Page 4 of 4 O 2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office,Inc.with its permission. POLICY NUMBER:080-IH979452 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Names of Additional Insured Person(s) or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before,and is in effect when, the"bodily Injury"or"property damage" occurs or the"personal injury"or"advertising injury"offense Is committed. Location of Covered Operations, Any project to which a written contract with the Additional Insured Person(s)or Organization(s)in the Schedule applies. (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section it --Who Is An Insured is amended to in- This Insurance does not apply to"bodily Injury"or clude as an additional insured the person(s) or "property damage" occurring, or "personal injury" organization(s) shown in the Schedule, but only or "advertising Injury" arising out of an offense with respect to liability for"bodily injury", "property committed, after: damage", "personal Injury" or "advertising injury" 1. All work, Including materials, parts or equip- caused, in whole or in part,by: ment furnished in connection with such work, 1. Your acts or omissions; or on the project (other than service, mainte- 2. The acts or omissions of those acting on your nance or repairs) to be performed by or on behalf, behalf of the additional insured(s) at the loca- tion of the covered operations has been com- in the performance of your ongoing operations for pleted; or the additional insured(s) at the location(s) desig- nated above. 2. That portion of "your work" out of which the Injury or damage arises has been put to its in. With respect to the insurance afforded to these tended use by any person or organization additional insureds, the following additional exclu- other than another contractor or subcontrac- sions apply: for engaged in performing operations for a principal as a part of the same project. CO D3 61 03 05 Copyright 2005 The St. Paul Travelers Companies, Inc.All rights reserved. Cc T8 02 09 Ancludes copyrighted material of Insurance Services Office, Inc. with its permission. DATE OF ISSUE: 07/18/2025 Page 1 of 1 POLICY NUMBER:680- 1 H979452 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANCES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for"bodily injury" or"property damage" included in the products-completed operations hazard, provided that such contract was signed by you before, and is in effect when,the "bodily injury or"property damage" occurs. Location And Description Of Completed Operations Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to in- location designated and described in the schedule of clude as an additional insured the person(s) or or- this endorsement performed for that additional in- ganization(s) shown in the Schedule, but only with sured and included in the "products-completed opera- respect to liability for "bodily injury" or "property dam- tions hazard". age" caused, in whole or in part, by "your work" at the CG 20 37 07 04 Cr. T8 03 09 25 O ISO Properties, Inc., 2004 DATE OF ISSUE: 07/18/2025 Page 1 of 1 Policy Nymber: 6801H979452 COMMERCIAL GENERAL LIABILITY occupational therapist or occupational that is available to any of your "employees" therapy assistant, physical therapist or for "bodily injury" that arises out of providing speech-language pathologist; or or failing to provide "incidental medical (b) First aid or "Good Samaritan services" services" to any person to the extent not by any of your "employees" or "volunteer subject to Paragraph 2.a.(1) of Section II — workers", other than an employed or Who Is An Insured. volunteer doctor. Any such "employees" K. MEDICAL PAYMENTS—INCREASED LIMIT or volunteer workers" providing or failing to provide first aid or "Good Samaritan The following replaces Paragraph 7. of services" during their work hours for you SECTION III —LIMITS OF INSURANCE: will be deemed to be acting within the 7. Subject to Paragraph 5. above, the Medical scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expenses of your business. because of "bodily injury" sustained by any 3. The following replaces the last sentence of one person, and will be the higher of: Paragraph 5. of SECTION III — LIMITS OF a. $10,000; or INSURANCE: For the purposes of determining the b. The amount shown in the Declarations of applicable Each Occurrence Limit, all related this Coverage Part for Medical Expense acts or omissions committed in providing or Limit. failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCE services", first aid or "Good Samaritan CONDITION—PROFESSIONAL LIABILITY services" to any one person will be deemed to be one "occurrence". The following is added to Paragraph 4.b., A. The following exclusion is added to Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY Paragraph 2., Exclusions, of SECTION I — CONDITIONS: COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE This insurance is excess over any of the other LIABILITY: insurance, whether primary, excess, contingent or on any other basis, that is Professional Sale Of Pharmaceuticals Liability or similar coverage, to the extent the "Bodily injury" or "property damage" arising loss is not subject to the professional services out of the violation of a penal statute or exclusion of Coverage A or Coverage B. ordinance relating to the sale of pharmaceuticals committed by, or with the M. BLANKET WAIVER OF SUBROGATION — knowledge or consent of the insured. WHEN REQUIRED BY WRITTEN CONTRACT 5. The following is added to the DEFINITIONS OR AGREEMENT Section: The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, "Incidental medical services" means: of SECTION IV — COMMERCIAL GENERAL a. Medical, surgical, dental, laboratory, x- LIABILITY CONDITIONS: ray or nursing service or treatment, If the insured has agreed in a written contract or advice or instruction, or the related agreement to waive that insured's right of furnishing of food or beverages; or recovery against any person or organization, we b. The furnishing or dispensing of drugs or waive our right of recovery against such person medical, dental, or surgical supplies or or organization, but only for payments we make appliances. because of: 5. The following is added to Paragraph 4.b., a. "Bodily injury" or "property damage" that Excess Insurance, of SECTION IV — occurs; or COMMERCIAL GENERAL LIABILITY CONDITIONS: b. "Personal and advertising injury" caused by This insurance is excess over any valid and an offense that is committed; collectible other insurance, whether primary, subsequent to the signing of that contract or excess, contingent or on any other basis, agreement. CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office,Inc.with its permission, Policy No. 6801 H979452 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing a. The statements in the Declarations are If all of the other insurance permits contribution accurate and complete; by equal shares, we will follow this method also. b. Those statements are based upon Under this approach each insurer contributes representations you made to us; and equal amounts until it has paid its applicable c. We have issued this policy in reliance upon limit of insurance or none of the loss remains, your representations. whichever comes first. The unintentional omission of, or unintentional error If any of the other insurance does not permit in, any information provided by you which we relied contribution by equal shares, we will contribute upon in issuing this policy will not prejudice your by limits. Under this method, each insurer's rights under this insurance. However, this provision share is based on the ratio of its applicable limit does not affect our right to collect additional of insurance to the total applicable limits of premium or to exercise our rights of cancellation or insurance of all insurers. nonrenewal in accordance with applicable insurance d. Primary And Non-Contributory Insurance If laws or regulations. Required By Written Contract 7. Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, and agreement that the insurance afforded to an any rights or duties specifically assigned in this insured under this Coverage Part must apply on Coverage Part to the first Named Insured, this a primary basis, or a primary and non- insurance applies: contributory basis, this insurance is primary to a. As if each Named Insured were the only other insurance that is available to such insured Named Insured; and which covers such insured as a named insured, and we will not share with that other insurance, b. Separately to each insured against wham claim provided that: is made or"suit" is brought. (1) The "bodily injury" or "property damage" for 8• Transfer Of Rights Of Recovery Against Others which coverage is sought occurs, and To Us (2) The "personal and advertising injury" for If the insured has rights to recover all or part of any which coverage is sought is caused by an payment we have made under this Coverage Part, offense that is committed; those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, subsequent to the signing of that contract or the insured will bring "suit" or transfer those rights agreement by you. to us and help us enforce them. 5. Premium Audit 9. When We Do Not Renew a. We will compute all premiums for this Coverage If we decide not to renew this Coverage Part, we will Part in accordance with our rules and rates. mail or deliver to the first Named Insured shown in b. Premium shown in this Coverage Part as the Declarations written notice of the nonrenewal advance premium is a deposit premium only. At not less than 30 days before the expiration date. the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficient the earned premium for that period and send proof of notice. notice to the first Named Insured. The due date SECTION V—DEFINITIONS for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of 1. "Advertisement" means a notice that is broadcast or the advance and audit premiums paid far the published to the general public or specific market policy period is greater than the earned segments about your goods, products or services premium, we will return the excess to the first for the purpose of attracting customers or Named Insured. supporters. For the purposes of this definition: a. Notices that are published include material c. The first. Named Insured must keep records of placed an the Internet or on similar electronic the information we need for premium computation, and send us copies at such times means of communication; and as we may request. b. Regarding websites, only that part of a website 6. Representations that is about your goods, products or services for the purposes of attracting customers or By accepting this policy, you agree: supporters is considered an advertisement. Page 16 of 21 ©2017 The Travelers Indemnity Company.All rights reserved, CG T1 00 02 19 Includes copyrighted material of Insurance Semites Office, Inc.with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 72 WEG GG6436 Endorsement Number: Effective Date: 09/01/25 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: KTU&A 3916 NORMAL ST SAN DIEGO CA 92103 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 07/23/25 Policy Expiration Date:09/01/26 Policy Number: AEC909023610 BERKLEY INSURANCE COMPANY 2. The each Claim limit shown in Item 3A of the Declarations is the most we will pay for the sum of all Damages and Claim Expenses arising out of any single Claim. Two or more Claims considered a single Claim shall collectively be subject to the each Claim limit of liability shown in Item 3A of the Declarations. 3. The each Claim limit is the most we will pay for the sum of all Damages and Claim Expenses arising out of any single Claim regardless of how many Insuring Agreements may apply to such Claim. 4. The Policy Year Aggregate limit shown in Item 313 of the Declarations is the most we will pay for the sum of all Damages and Claim Expenses for all Claims made and reported during each Policy Year. 5. The payment of Damages and Claim Expenses will reduce the each Claim limit. F. Deductible You must pay the Deductible for Claim Expenses and Damages covered by this Policy before we are obligated to make any payment under the each Claim limit. The Deductible must be paid from your own account, and payments by other parties or insurers on your behalf shall not satisfy the Deductible. We have the right to determine the reasonableness of Claim Expenses that qualify to satisfy the Deductible. The Deductible for each Claim is set forth in Item 4A of the Declarations. The Policy Year Aggregate Deductible shown in Item 413 of the Declarations is the most the Named Insured must pay as a Deductible for the sum of all Claims made and reported during each Policy Year. G. Deductible Credits 1. Mediation Credit: Your Deductible obligation may be reduced by 50%,subject to a maximum reduction of$15,000 if you agree with our decision to use Mediation and the Claim is fully and finally resolved by such Mediation. 2. Risk Management Credit Your Deductible obligation may be reduced by 50%,subject to a maximum reduction of $25,000 if prior to the report date of a Claim, there is a signed, written and enforceable agreement for the Professional Services involved in the Claim, and it includes a clause limiting your liability to$250,000 or less. 3. First Claim Deductible Credit If the first Claim you ever report to us is made against you: a. Greater than 24 months after the Knowledge Date shown on the Policy Declarations, then your Deductible obligation for that Claim may be reduced by 25%, subject to a maximum reduction of$40,000; or b. Greater than 36 months after the Knowledge Date shown on the Policy Declarations, then your Deductible obligation for that Claim may be reduced by 50%, subject to a maximum reduction of$40,000. If more than one Deductible Credit applies, your Deductible obligation will be reduced by 50%, subject to a maximum reduction of$50,000. H. Notice of Cancellation and Nonrenewal This Policy may be canceled by the Named Insured identified in the Declarations, by surrender of the Policy to us or our authorized representative or by giving us written notice stating when,thereafter,such cancellation shall be effective. We will not cancel this Policy except for nonpayment of premium, fraud or material misrepresentation in procuring this insurance or in relation to any Claim, or changes in law affecting this Policy. If we cancel this Policy, we will mail or deliver to the first Named Insured, on behalf of all Insureds,written notice of cancellation. We will provide you at least ten(10)days-notice before the effective date of cancellation if we cancel for nonpayment of premium. If we cancel for any other reason,we will provide at least sixty(60)days-notice before the effective date of cancellation. If this Policy is canceled, we will send the first Named Insured any premium refund due. The refund will be pro rata. The cancellation will be effective even if we have not made or offered a refund. We will give you written notice sixty (60) days prior to the expiration of this Policy if we do not intend to renew this insurance subject to any state requirements. The notice will include our reason for nonrenewal. Proof of mailing will be sufficient proof of notice. I. Otherinsurance If there is other collectible insurance, including but not limited to other professional liability insurance or project specific insurance, that applies to a Claim covered by this Policy,the other insurance shall be primary and this Policy shall be excess over the other insurance, unless the other insurance is written specifically excess of this Policy. This Policy will then apply to the amount of the Claim that exceeds the available limits of liability and any deductibles or retention amounts of the other insurance,as well as the Deductible under this Policy. If such other insurance has a duty to defend a Claim or assumes the defense of a Claim, this Policy shall not be obligated to defend that Claim. J. Subrogation In the event of any payment under this Policy,we shall be subrogated to all of your rights of recovery against any person or organization. You must do everything reasonably necessary to secure such rights and must do nothing after a Claim is made to jeopardize them. We hereby waive our subrogation rights against a client of yours to the extent that you had, prior to a Claim or Circumstance, entered into a written agreement to waive such rights. Any recovery shall first be paid to us up to the extent of any Damages or Claim Expenses paid by us and the balance shall be paid to you. K. First Named Insured as Sole Agent The first Named Insured in Item 1 of the Declarations will be the sole agent and will act on behalf of all Insureds for the payment or return of premium, receipt and acceptance of any endorsements, notices or provisions of this Policy, giving or receiving notice of cancellation or nonrenewal, the payment of any Deductibles, and to exercise the rights provided in Section Q Extended Reporting Period Option. L. Alteration and Assignment BDP0417001 Page 8 of 9