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MANATT GOVERNMENT STRATEGIES, LLC
r L N-2026-034 } 9 2426 D'.CM0 rm AGREEMENT WITH MANATT GOVERNMENT STRATEGIES LLC TO PROVIDE r„asfidn�lor��(7=) GOVERNMENT AFFAIRS AND FEDERAL ADVOCACY SERVICES THIS AGREEMENT is made and entered into on this 18"day of November, 2025 by and between Manatt Government Strategies LLC ("Consultant") a Delaware Limited Liability Company 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. The City desires to retain a Consultant having special skill and knowledge to provide strategic government affairs and federal advocacy services on behalf of the City. B. Consultant represents that it is able and willing to provide such services to the City as detailed in the scope of services from their proposal to the City dated October 31, 2025. Consultant's proposal shall be incorporated by reference as though fully set forth herein. 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 A. Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. B. The City acknowledges that Provider is a wholly owned subsidiary of the law firm Manatt, Phelps & Phillips, LLP (the "Firm"). However, the City is engaging Consultant only, Consultant is not a law firm, and Consultant will only provide non-legal consulting services. As such, no attorney-client relationship with Consultant or the Firm shall exist by virtue of this Contract or Consultant's services. Consultant may engage professionals to render services to the City, which may include attorneys who are partners or associates of the Firm. Even where an attorney may be involved in connection with Consultant's services to the City,neither any attorney engaged by Consultant nor Consultant will be providing legal services to the City and none of the protections of the attorney-client relationship or the attorney-client privilege for communications will exist with respect to the services rendered by Consultant. Further, the Finn's lawyers would not be prohibited from providing legal services to clients in unrelated legal matters that are adverse to the City. While conflicts of interest rules applicable to lawyers would not apply to Consultant, Consultant confirms that it would not prospectively undertake lobbying services for another client adverse to or against the City. Page 1 of 8 ##2116816v5 2. COMPENSATION A. City agrees to pay,and Consultant agrees to accept as total payment for its services for City, a flat monthly fee of$9,800 per month inclusive of expenses. The total amount to be expended during the term of this Agreement shall not exceed $39,200. B. Payment by City shall be made within forty-five(45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House(ACH)transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided,the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a four(4) month term through February 28, 2026, unless terminated earlier in accordance with Section 15, below. 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 Page 2 of 8 -82116816v5 any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Insurance requirements are attached hereto as Exhibit B, 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,employees,contractors, special counsel, and representatives from liability: (t)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 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 Page 3 of 8 #2116816v5 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. This includes any sharing of Confidential Information between Consultant and any of its parent companies or subsidiaries. "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, 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, Page 4 of 8 #2116816v5 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 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 Page 5 of 8 #2116816v5 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 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: Page 6 of 8 #2116816v5 To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 With courtesy copies to: City Manager City of Santa Ana 20 Civic Center Plaza(M-31) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Manatt Government Strategies, LLC. Attn: Leslie Pollner, Managing Director 1050 Connecticut Ave.NW Suite 600. Washington, District of Columbia 20036 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four(24)hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 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. Page 7 of 8 #21168t6v5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. j TTES CITY OF TA ANA nnifer L. 7FOR.M: - Alvaro Nunez ty Clerk City Manager APPROVE SONIA R. CARVALHO CONSULTANT: City Attorney By:aOw.rto' L. {� s- (4 Laura A. Rossini Leslie Pollner Chief Assistant City Attorney Managing Director Page 8 of 8 #21168160 EXHIBIT A SCOPE OF SERVICES Exhibit A r r Scopeft of Work Manatt aims to be a seamless extension of the City of Santa Ana's team and to function as the City's Washington, D.C. office. To ensure that our team provides the most comprehensive services, below is a suggested scope of work. Monitoring and Analysis of Federal Activity Relevant to the City of Santa Ana Our team is committed to keeping the City apprised of federal legislation, regulations and policy developments. We will deliver timely updates and thorough analysis regarding federal actions that may impact the City. Additionally, we will engage regularly with the City's congressional delegation, relevant committee staff, and leadership within federal agencies to obtain early information on prospective legislative and funding changes and ensure that they understand the City's priorities. This will include: ■ Ongoing reports: Status updates on congressional and federal agency developments as well as progress on your legislative, regulatory, and program funding priorities. ■ Manatt Minute Updates: Real time updates on key developments in Congress and the executive branch. ■ Regular"Week Ahead" Emails: Highlight key developments anticipated in the upcoming week that could impact the City. ■ Weekly Grant Notification: Review the Federal Register, Grants.gov and other resources to identify specific federal grant funding that may be of interest. ■ Hearing Summaries: Timely reports that include notes from congressional hearings, hearing transcripts, prepared witness and committee member statements, and relevant media stories about the hearing. Maintaining Relationships With Key Federal Stakeholders To help the City enhance its relationships at the federal level, Mannat will utilize our close relationships with the California federal delegation to support the City in sustaining regular communication with its members and staff. Further, we will broaden the City's relationships by utilizing our extensive bipartisan relationships with the chairs, ranking members and staff of the authorization, appropriations and oversight congressional committees with jurisdiction over issues that concern the City. Presented to the City of Santa Ana I manatt.com 12 Scope of Work Understanding and Accessing Federal Funding As noted above, our team has a strong record of guiding clients through federal grants and appropriations. ■ Grants: We will work with the City to ensure that its grant applications align with the Administration's selection criteria and highlights project elements most relevant to agency interests. Our longstanding relationships with agencies enable us to gather valuable intelligence regarding potential programmatic changes. ■ Appropriations Proiect Funding: We will leverage the appropriations process and the return of Community Project Funding (CPF) to secure funding for the City's priority projects. We have successfully advanced member-directed spending requests in both the House and Senate. Aggressive, Proactive Advocacy Manatt will actively lobby for the City of Santa Ana, strategically targeting congressional leaders, the White House, and federal agencies to meet legislative, regulatory, and funding goals by: ■ Maintaining contact with Congress and the Administration to fortify relationships to meet your federal objectives. ■ Engaging in ongoing dialogue with federal officials to share insights and address opportunities or concerns quickly. ■ Pinpointing key moments for contacting decision-makers on the City's priorities. ■ Drafting briefs and proposals to advance the City's strategic objectives and priority issues. ■ Creating opportunities for congressional testimony and preparing supporting materials. ■ Helping to organize events to showcase the City's innovative work to federal officials. Profile Raising Manatt will work with the City to continue to enhance Santa Ana federal profile: ■ One-on-one meetings: Utilize our long-standing relationships with lawmakers and Administration officials to arrange in-person meetings in Washington, D.C., including informal gatherings with political and agency staff. r Congressional Hearings and Public Forums: Drawing on our Capitol Hill connections, we help clients participate in congressional testimony, roundtables, "fireside chats" and public forums that attract media coverage. ■ Earned and Social Media: Our media contacts span global outlets such as CNN, BBC, Reuters,AP, Bloomberg, The New York Times, The Wall Street Journal, Time, Los Angeles Times, The Washington Post, USA Today, Politico, 60 Minutes, NPR, NBC, ABC, CBS, FOX News, MSNBC and more, allowing us to promote client priorities widely. ■ Coalition Building/Outside Stakeholders: We collaborate with think tanks, business groups, labor organizations, minority leaders and other stakeholders to build coalitions and expand policy support. Presented to the City of Santa Ana I manatt.com 13 Scope of Work ■ Grass-Tops and Grass-Roots Engagement: Manatt advises on effective engagement with grassroots advocates and influential leaders to advance the City's legislative and regulatory goals. Regular Communications/Updates From Manatt Regular check-in calls will be scheduled to keep the City informed about ongoing activities and provide relevant information regarding federal priorities, as well as weekly updates on significant developments in Congress and the executive branch. Annual Federal Agenda Document Manatt will assist the City in drafting, monitoring, and updating its federal agenda. We will identify key legislative, political and budgetary factors that could impact proposed projects or issues and outline potential challenges and opportunities for success. Official Visits to (and From) Washington, D.C. When the Mayor or representatives from the City visit Washington, D.C., Manatt will help arrange congressional, White House and agency meetings. This includes helping with the logistics, drafting briefing materials and talking points, and helping to"staff' congressional and federal agency staff to be prepared to meet with City officials. Manatt will help make arrangements necessary for D.C. visits, including: ■ Securing meetings with House and Senate members and their staff, the White House, key federal agency officials, stakeholders and potential coalition partners. ■ Assisting with advance work, including developing talking points, briefing materials, position papers, and justification packets. ■ Participating in meetings to provide support and guidance. ■ Assisting with follow-up after the visit to ensure that efforts on your behalf are sustained. ■ Preparing the federal agency staff or congressional members' key staff prior to your visit, so that the meetings are productive and efficient and the staff are adequately prepared to discuss your projects and priorities. Manatt will also work to bring congressional members and staff and federal agency leadership to visit the City. One of the best ways to engage federal leaders on priorities is to invite national officials to conduct site visits. Manatt will support the City in coordinating the site visits and in providing strategic guidance for conducting a successful visit for federal officials. Presented to the City of Santa Ana I manaft.com 14 EXHIBIT B INSURANCE REQUIREMENTS Insurance Requirements—Exhibit B Prior to undertaking performance of wort{ under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. MINIMUM SCOPE AND LIMIT OF INSURANCE 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence and $4,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance, provided that such policy is endorsed for business use and provides coverage with a minimum limit of$1,000,000. Required policy limits can be met with primary and umbrella/excess insurance policies. 3. Workers' Compensation (WC): as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. 4. Professional Liability (PL) /Errors and Omissions(E&0): 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 and AL policies, with respect to any liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Consultant's Insurance company(ies)agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid Insurance Requirements--Exhibit B under the terms of Consultant's CGL, AL, and WC policies which arise from work performed by Consultant under this Agreement. 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds,ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty(30)days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non- renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: City Manager's Office, Gaston Flores, 20 Civic Center Plaza, M-31, 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. �0 CERTIFICATE OF LIABILITY INSURANCE DATE(MMlDDlYYYY) 12105P2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S', AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh Risk&Insurance Services NAME: CA License#10437153 PHONE Fax AI No Ext: AIC Na 633 W.Fifth Street,Suite 1200 E-MAIL Las Angeles,CA 90071 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIL ff CN102166816-:GAWUP-25-26 INSURER A: Great Northern Insurance Comoany 20303 INSURED Manatt Government Strategies,LLC INSURER B: Federal Insurance Company 20281 2049 Century Park East INSURER C: Chubb 20281 Suite 1700 INSURER D: Various-See Attached Las Angeles,CA 90067 INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: LOS-002852045-01 REVISION NUMBER: 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE INSD W Y D POLICY NUMBER MMfDDIYYYYJ (MMIDDIYYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY 3581-49-86 05101/2025 0510112026 EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE � OCCUR DAMAGEORENTED PREMISESS Ea occurrence $ 2,1300,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 X POLICY❑ PRO JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY 7352-20-80 05101025 0510112026 COMBINED SINGLE LIMIT $ Ea accident 1,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per aecident $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DEO RETENTION$ $ C WORKERS COMPENSATION 71836821 05/0112025 05101#2026 X SPER TATUTE ERH AND EMPLOYERS'LIABILITY Y I N ANYPROPRIa=TORIPARTNERlEXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICERIMEMBEREXCLUDED? NI NIA IMandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 D Professional Liability See following page for all policies 08/01/2025 08101/2026 Per Occurrence 15,000,000 SIR:$1,750,000 Aggregate 30,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City,its City Council,its officers,officials,employees,agents,and volunteers are included as additional insured where required by written contract with respect to General and Auto Liability.Waiver of subrogation is applicable where required by written contract and subject to policy terms and conditions. 30 days'notoe of cancellation is included. APPROVED CERTIFICATE HOLDER CANCELLATION ByTu Tran Nguyen of 10:56 am,Feb 10,2026 City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn:City Manager's Office,Gaston Flores THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza,M-31 ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana,CA 92701 AUTHORIZED REPRESENTATIVE V&V4 Rib&`lW=aae Seaa[ce 41988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD A DATE(MMfDDIYYYY) IIII.ICERTIFICATE OF LIABILITY INSURANCE Fo2110r2026 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(sj. PRODUCER CONTACT Marsh Risk&Insurance Services .NAIA CA License#0437153 ara Ko Ext: A1e No): 633 W.Fifth Street,Suite 1200 E-MAIL Los Angeles,CA 90071 ADDRESS: CN 10216681 G.-CAW U P-25-26 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Chubb 20281 INSURED INSURERB: Manatt,Phelps 8 Phillips,LLP - 2049 Century Park East INSURER C: Suite 1700 INSURER D: Los Angeles,CA 90067 — INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: LOS-002852045-01 REVISION NUMBER: 2 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. IICY EXP LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MMIDDPOLICYIYYYY MM EFF LDDII^/YY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE RENTED PREMISES Ea occurrence) $ MED EXP(Anyone person} $ PERSONAL&ADV INJURY $ GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ HPIPOLICY JECT PRO LOC PRODUCTS-COMPIOPAGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWN S❑ SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ _ HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS MADEAGGREGATE �$ ' DED RETENTION$ 18 A WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN 71836821 0510112025 05/0112026 STATUTE ER ANYPROPRIETORIPARTNERIEXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICERIMEMBEREXCLUDED? N!A (Mandatory inNHl E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT $ 1,000„000 DESCRIPTION OF OPERATIONS 1 LOCATIONS;VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Waiver of subrogation is applicable where required by written contract and subject to policy terms and conditions, Manatt Government Strategies,LLC is an insured under the mentioned Workers Compensation policy above. APPROVED CERTIFICATE HOLDER CANCELLATION 8y TO Tran Nguyen at 10:57 am,Feb 10,2026 City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Aft:City Manager's Office,Gaston Flares THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza,M-31 ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana,CA 92701 AUTHORIZED REPRESENTATIVE Vylaud,RW&9d"Moree.smla_Icd ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN1 021 6681 6 Los Angeles AC"RE)® ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMEDINSURED Marsh Risk&Insurance Serviced Manall Government Strategies,Ll 2049 Century Park i POLICY NUMBER Suite 1700H Los Angeles,CA 90067 CARRIER NAIL CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance 9 Professional Liability Quota Si 0 Endurance American Specialty Ins.Co-$3.5M plo$15M Policy#LPW300229276039 QBE Specialty Insurance Co-$3M plo$15M Policy#130007729 9 Evanston Ins.Company{Markel)-$2,75M i$15M Policy#MKW71-00069810 Fireman's Fund Indemnity Co.(All-$2.75M plo$15M Policy ft USF011145259 Applied Underwriters-$2M pro$15M Policy#8FLLLQTCA011500020663A Aspen Specialty Insurance Co-$1 M plo$15M Policy#LR00MVV025 ACORD 101 (2008101) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0313 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss. For policies or exposure in Missouri: Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 05-01-25 Policy No. 71836821 Endorsement No. Insured ffi NATT PHELPS AND PHILLIPS, LLP Premium$ Incl. Insurance Company Pacific Indemnity Company Countersigned By WC000313 (Ed.4-84) ©1983 National Council on Compensation Insurance. Insured Copy POLICY NUMBER: 7352-2080 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM borrow in your business or your personal This endorsement modifies the Business Auto Coverage Form. affairs. 1. EXTENDED CANCELLATION CONDITION C. Lessors as Insureds Paragraph A.2.b. —CANCELLATION -of the Paragraph A.1. —WHO IS AN INSURED—of COMMON POLICY CONDITIONS form IL 00 17 is SECTION II — LIABILITY COVERAGE is deleted and replaced with the following: amended to add the following: b. 60 days before the effective date of cancellation if e. The lessor of a covered "auto"while the we cancel for any other reason. "auto" is leased to you under a written 2. BROAD FORM INSURED agreement if: A. Subsidiaries and Newly Acquired or Formed (1) The agreement requires you to Organizations As Insureds provide direct primary insurance for The Named Insured shown in the Declarations is the lessor; and amended to include: (2) The "auto" is leased without a driver. 1. Any legally incorporated subsidiary in which Such leased "auto" will be considered a you own more than 50% of the voting stock on covered "auto"you own and not a covered the effective date of the Coverage Form. "auto"you hire. However, the Named Insured does not include However, the lessor is an "insured" only any subsidiary that is an "insured" under any for"bodily injury"or"property damage' other automobile policy or would be an resulting from the acts or omissions by: "insured" under such a policy but for its 1. You; termination or the exhaustion of its Limit of 2. Any of your"employees" or agents; Insurance. or 2. Any organization that is acquired or formed by 3. Any person, except the lessor or you and over which you maintain majority any "employee" or agent of the ownership. However, the Named Insured lessor, operating an "auto" with the does not include any newly formed or acquired permission of any of 1, and/or 2. organization: above. (a) That is an "insured" under any other D. Persons And Organizations As Insureds automobile policy; Under A Written Insured Contract (b) That has exhausted its Limit of Insurance Paragraph A.1 —WHO IS AN INSURED—of under any other policy; or SECTION II — LIABILITY COVERAGE is (c) 180 days or more after its acquisition or amended to add the following: formation by you, unless you have given f. Any person or organization with respect to us written notice of the acquisition or the operation, maintenance or use of a formation. covered "auto", provided that you and Coverage does not apply to "bodily injury" or such person or organization have agreed "property damage"that results from an "accident" under an express provision in a written that occurred before you formed or acquired the "insured contract", written agreement or a organization. written permit issued to you by a B. Employees as Insureds governmental or public authority to add Paragraph A.1. —WHO IS AN INSURED—of such person or organization to this policy SECTION II— LIABILITY COVERAGE is amended to as an "insured". add the following: However, such person or organization is d. Any "employee" of yours while using a an "insured" only: covered "auto" you don't own, hire or Form: 16-02-0292 (Rev. 11-16) Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" POLICY NUMBER: 7352-2080 (1) with respect to the operation, d. Rental Expense maintenance or use of a covered We will pay the following expenses that you or "auto"; and any of your"employees"are legally obligated (2) for"bodily injury" or"property damage" to pay because of a written contract or caused by an "accident"which takes agreement entered into for use of a rental place after: vehicle in the conduct of your business: (a) You executed the "insured MAXIMUM WE WILL PAY FOR ANY ONE contract" or written agreement; or CONTRACT OR AGREEMENT: (b) The permit has been issued to 1. $2,500 for loss of income incurred by the you. rental agency during the period of time that 3. FELLOW EMPLOYEE COVERAGE vehicle is out of use because of actual EXCLUSION B.5. - FELLOW EMPLOYEE--of damage to, or"loss" of, that vehicle, including SECTION II—LIABILITY COVERAGE does not apply, income lost due to absence of that vehicle for 4. PHYSICAL DAMAGE—ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE use as a replacement; Paragraph AA.a. —TRANSPORTATION EXPENSES 2. $2,500 for decrease in trade-in value of the --of SECTION [I] — PHYSICAL DAMAGE rental vehicle because of actual damage to COVERAGE is amended to provide a limit of$50 per that vehicle arising out of a covered "loss"; and day for temporary transportation expense, subject to a 3. $2,500 for administrative expenses incurred maximum limit of$1,000. by the rental agency, as stated in the contract S. AUTO LOAN/LEASE GAP COVERAGE or agreement. Paragraph A. 4. —COVERAGE EXTENSIONS -of 4. $7,500 maximum total amount for paragraphs SECTION III -- PHYSICAL DAMAGE COVERAGE is 1., 2. and 3. combined, amended to add the following: 7. EXTRA EXPENSE—BROADENED COVERAGE c. Unpaid Loan or Lease Amounts Paragraph A.4. --COVERAGE EXTENSIONS—of In the event of a total "loss" to a covered "auto", we will SECTION III —PHYSICAL DAMAGE COVERAGE pay any unpaid amount due on the loan or lease for a is amended to add the following: covered "auto" minus: e. Recovery Expense 1. The amount paid under the Physical Damage We will pay for the expense of returning a Coverage Section of the policy; and stolen covered "auto" to you. 2. Any: 8. AIRBAG COVERAGE a. Overdue loan/lease payments at the time of Paragraph B.3.a. - EXCLUSIONS—of SECTION the"loss"; III— PHYSICAL DAMAGE COVERAGE does not b. Financial penalties imposed under a lease for apply to the accidental or unintended discharge of excessive use, abnormal wear and tear or an airbag. Coverage is excess over any other high mileage; collectible insurance or warranty specifically c. Security deposits not returned by the lessor: designed to provide this coverage. d. Costs for extended warranties, Credit Life 9. AUDIO,VISUAL AND DATA ELECTRONIC Insurance, Health, Accident or Disability EQUIPMENT-BROADENED COVERAGE Insurance purchased with the loan or[ease; Paragraph C.1.b. — LIMIT OF INSURANCE - of and SECTION III - PHYSICAL DAMAGE is deleted e. Carry-over balances from previous loans or and replaced with the following: leases. b. $2,000 is the most we will pay for"loss" in any We will pay for any unpaid amount due on the loan or one"accident" to all electronic equipment that lease if caused by: reproduces, receives or transmits audio, visual 1. Other than Collision Coverage only if the or data signals which, at the time of"loss", is: Declarations indicate that Comprehensive (1) Permanently installed in or upon the Coverage is provided for any covered "auto'; covered "auto" in a housing, opening or 2. Specified Causes of Loss Coverage only if the other location that is not normally used by Declarations indicate that Specified Causes of the "auto" manufacturer for the installation Loss Coverage is provided for any covered "auto"; of such equipment; or (2) Removable from a permanently installed 3. Collision Coverage only if the Declarations indicate housing unit as described in Paragraph that Collision Coverage is provided for any 2.a. above or is an integral part of that covered "auto. 6. RENTAL AGENCY EXPENSE equipment; or Paragraph A. 4.--COVERAGE EXTENSIONS—of (3) An integral part of such equipment. SECTION III—PHYSICAL DAMAGE COVERAGE is amended to add the following: 10. GLASS REPAIR—WAIVER OF DEDUCTIBLE Form: 16-02-0292 (Rev. 11-16) Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" POLICY NUMBER: 7352-2080 Under Paragraph D. - DEDUCTIBLE —of their rights of recovery against such person or SECTION III —PHYSICAL DAMAGE COVERAGE organization under a contract or agreement the following is added: that is entered into before such "loss". No deductible applies to glass damage if the glass To the extent that the "insured's" rights to is repaired rather than replaced. recover damages for all or part of any 11. TWO OR MORE DEDUCTIBLES payment made under this insurance has not Paragraph D.- DEDUCTIBLE—of SECTION III — been waived, those rights are transferred to PHYSICAL DAMAGE COVERAGE is amended to us. That person or organization must do add the following: everything necessary to secure our rights and If this Coverage Form and any other Coverage must do nothing after"accident" or"loss" to Form or policy issued to you by us that is not an impair them. At our request, the insured will automobile policy or Coverage Form applies to the bring suit or transfer those rights to us and same"accident", the following applies: help us enforce them. 1. If the deductible under this Business Auto Coverage Form is the smaller(or smallest) 14. UNINTENTIONAL FAILURE TO DISCLOSE deductible, it will be waived; or HAZARDS 2. If the deductible under this Business Auto Paragraph B.2. —CONCEALMENT, Coverage Form is not the smaller(or smallest) MISREPRESENTATION or FRAUD of SECTION deductible, it will be reduced by the amount of IV— BUSINESS AUTO CONDITIONS - is deleted the smaller(or smallest)deductible. and replaced with the following: If you unintentionally fail to disclose any hazards 12. AMENDED DUTIES IN THE EVENT OF existing at the inception date of your policy, we will ACCIDENT, CLAIM, SUIT OR LOSS not void coverage under this Coverage Form Paragraph A.2,a. - DUTIES IN THE EVENT OF because of such failure. AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV-BUSINESS AUTO CONDITIONS is 16. AUTOS RENTED BY EMPLOYEES deleted and replaced with the following: Paragraph B.5. - OTHER INSURANCE of a. In the event of"accident", claim, "suit" or SECTION IV—BUSINESS AUTO CONDITIONS - "loss", you must promptly notify us when the is amended to add the following: "accident" is known to: e. Any"auto" hired or rented by your"employee" (1) You or your authorized representative, if on your behalf and at your direction will be you are an individual; considered an "auto" you hire. If an (2) A partner, or any authorized "employee's"personal insurance also applies representative, if you are a partnership; on an excess basis to a covered "auto" hired (3) A member, if you are a limited liability or rented by your"employee" on your behalf company; or and at your direction, this insurance will be (4) An executive officer, insurance manager, primary to the "employee's" personal or authorized representative, if you are an insurance. organization other than a partnership or 16. HIRED AUTO—COVERAGE TERRITORY limited liability company. Paragraph B.7.b.(5). - POLICY PERIOD, Knowledge of an "accident", claim, "suit" or COVERAGE TERRITORY of SECTION IV-- "loss" by other persons does not imply that the BUSINESS AUTO CONDITIONS is deleted and persons listed above have such knowledge. replaced with the following: Notice to us should include: (5) A covered "auto" of the private passenger (1) How, when and where the"accident" or type is leased, hired, rented or borrowed loss occurred; without a driver for a period of 45 days or (2) The 'insured's" name and address; and less; and (3) To the extent possible, the names and 17. RESULTANT MENTAL ANGUISH COVERAGE addresses of any injured persons or Paragraph C. of-SECTION V— DEFINITIONS is witnesses. deleted and replaced by the following: 13. WAIVER OF SUBROGATION Paragraph A.5. -TRANSFER OF RIGHTS OF "Bodily injury" means bodily injury, sickness or RECOVERY AGAINST OTHERS TO US of disease sustained by any person, including SECTION IV— BUSINESS AUTO CONDITIONS is mental anguish or death as a result of the "bodily deleted and replaced with the following: injury" sustained by that person. 5. We will waive the right of recovery we would otherwise have against another person or organization for"loss" to which this insurance applies, provided the"insured" has waived Form: 16-02-0292 (Rev. 11-16) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc.with its permission" POLICYNUMBER: (25) 7352-20-80 COMMERCIAL AUTO CA04441013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured; Endorsement Effecliive Date: SCHEDULE Nam (s) Of Person(s) Or Organization(s): PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT BETWEEN YOU AND SUCH PERSON OR ORGANIZATION, TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY. Information re uired to complete this Schedule if not shown above, will be shown in the Declarations. The Transfier Of Rghts Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 441013 0 Insurance Services Office, Inc„ 2011 Page 1 of 1 C H U B B" Liability Insurance Endorsement Policy Period MAY 1,2025 TO MAY 1,2026 Effective Date MAY 1,2025 Policy Number 3581-49-86 MWU Insured MANATT PHELPS AND PHILLIPS,LLP Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued MAY 2,2025 This Endorsement applies to the following forms: GENERAL LIABILITY Under Conditions,Transfer Or Waiver Of Rights Of Recovery Against Others,the following provision is added: Conditions Transfer Or Waiver Of However,we waive any right of recovery we may have against the designated person or organization Rights Of Recovery shown below because of payments we make for injury or damage arising out of your ongoing Against Others operations or done under a contract with that person or organization and included in the, products-completed operations hazard.This waiver applies to the designated person or organization. Designated Person Or Organization PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT,TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY. HUDSON TOWERS AT SHORE CENTER,LLC CIO HUDSON PACIFIC PROPERTIES 555 TWIN DOLPHIN DRIVE SUITE 180 REDWOOD CITY,CA 94065 Llabilfty Insurance Condition-Walver Of Transfer Of Rights Of Recovaq conflnued Form 80-022362(Rev.401) Endorsement page i Liability Endorsement (continued) All other terms and conditions remain unchanged, AuMorized RepresentafNe Lfa&IO Insurance Condifion-Waiver Of Transfer Of Rights Of Recovery last page Form 80-012-2362(Rev.401) Endorsement Pags 2 C H U B B® Liability Insurance Endorsement Policy Period MAY 1,2025 TO MAY 1,2026 Effective Date MAY 1,2025 Policy Number 3581-49-86 MWU Insured MANATT PHELPS AND PHILLIPS,LLP Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued MAY 2,2025 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured,the following provision is added, Who Is An insured Additional Insured- Persons or organizations shown in the Schedule are insureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contractor agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contract or agreement. Liability Insurance AdMonal Insured-Scheduled Person Or Organization oongfnuad Form 6o-0-,2$67(Rev.5-07) Endorsement Page 1 CHUBS" Liability Endorsement (continued) Under Conditions,the following provision is added to the condition titled Other Insurance. Conditlons Other Insurance— If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance--Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule Persons or organizations that you are obligated,pursuant to a contract or agreement,to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorlxed Representative Liability Insurance AddMonal Insured-Scheduled Person Or Organfzatfon rant page Form 80-02-2367(Rev.5-07) Endorsement Page 2 Policy Number (25)7352-20-80 ENDORSEMENT Named Insured MANATT PHELPS AND PHILLIPS, Effective Date: 10-30-25 12:01 A.M., Standard Time Agent Name MARSH USA LLC - QSG Agent No. 64778-001 05 25 NAMED INSURED MANATT PHELPS AND PHILLIPS, LLP Manatt Phelps & Phillips, LLP MPRT Realty Manatt Jones Global Strategies, LLC MPP Holdings LLC Manatt Acquisition, LLC MP& P Partners, Inc . Manatt, Phelps & Phillips, LLP Trust MPP International, LLC Manatt Venture Fund I, LLC Prospect Financial Advisors, LLC Catalina Capital Advisors, LLC Steefel, Levitt & Weiss APC Wise & Shepard, LLP Kalkines, Arky, tall & Bernstein, LLP Parcher Hayes & Snyder, LLP Berger & Norton, APC. Manatt Health Strategies, LLC Manatt Business Services, LLC Manatt Government Strategies, LLC 16-02.0252(Ed: "1) C H US Bm Policy Conditions Endorsement Policy Period MAY 1,2025 TO MAY 1,2026 Effective Date OCTOBER 30,2025 Policy Number 3581-49-86 SFB Insured MANATT PHELPS AND PHILLIPS,LLP Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued NOVEMBER 18,2025 This Endorsement applies to the following forms: PROPERTY DECLARATIONS LIABILITY DECLARATIONS INTERNATIONAL AUTOMOBILE LIABILITY INTERNATIONAL WORKERS COMP The Named Insured is amended to include the following: Named Insured MANATT PHELPS&PHILLIPS,LLP MANATT HEALTH STRATEGIES,LLC[SUBSIDIARY] MANATT REAL ESTATE ADVISORS,INC. [SUBSIDIARY] MANATT REAL ESTATE ADVISORS,LP[SUBSIDIARY] MPRT REALTY[SUBSIDIARY] MANNATT JONES GLOBAL STRATEGIES,LLC[SUBSIDIARY] MANATT VENTURE FUND 1,LLC,MANATT VENTURE FUND II,LLC(COLLECTIVELY"MVF") MANATT AQUISITION,LLC[SUBSIDIARY] MP&P PARTNERS,INC. MANATT,PHELPS&PHILLIPS,LLP TRUST [SUBSIDIARY] MPP INTERNATIONAL,LLC[SUBSIDIARY] MANATT,PHELPS 7 PHILLIPS,S.R.L. [SUBSIDIARY] MANATTJONES DO BRASIL SERVICIOS E PARTICIPACOES LTDA. [SUBSIDIARY] CONSORTIUM MANATTJONES MARCONINI GLOBAL STRATEGIES PROSPECT FINANCIAL ADVISORS,LLC CATALINA CAPITAL ADVISORS,LLC STEEFEL,LEVITT&WEISS APC WISE&SHEPARD,LLP KALKINES,ARKY.ZALL&BERNSTEIN,LLP PARCHER HAYES&SNYDER,LLP BERGER&NORTON,APC MANATT HOUSING SOLUTIONS,LLC[SUBSIDIARY] Polley conditrons Marred inured condhued Form 80-a2-9301 fEd 2-98) Endorsement fte i Policy Conditions (continued) MANATT BUSINESS SERVICES,LLC[SUBSIDIARY] MANATT GOVERNMENT STRATEGIES,LLC All other terms and conditions remain unchanged. Authorized Representatives i Polky Conditions Named Insured last page Form 80�02-9301(Ed.2-98) Endorsement Page 2