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SANTA ANA GOLF, LLC (COURSECO, INC.)
INSURANCE NOT ON FILE A-2026-024 WORK MAY NOT PROCEED CITY CLERK DATE: APR 16 2026 0:MISN(a) MANAGEMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND cD"ArLAV%►200) SANTAANA GOLF, LLC FOR RIVER VIEW GOLF COURSE THIS MANAGEMENT AGREEMENT ("Agreement") is made and entered into as of the Yd day of March, 2026 ("Effective Date") by and between the City of Santa Ana, a California Municipal Corporation ("City") and Santa Ana Golf, LLC, a California limited liability company and a wholly owned subsidiary of CourseCo, Inc. ("Contractor"). City and Contractor are at times collectively referred to as the "Parties." RECITALS WHEREAS, on May 15, 1953, the City acquired, by Corporation Grant Deed, that certain real property located in the City of Santa Ana along the southeasterly boundary of the Santa Ana River channel north of 17th street. WHEREAS, on November 2, 1964, the City and Riverview Golf Company (subsequently restructured as Riverview Golf LLC) entered into a lease agreement, as amended, for that certain real property in the City of Santa Ana along the southeasterly boundary of the Santa Ana River channel north of 171" street for the construction and operation of a 9-hole golf course, commonly known as River View Golf Course ("Facility"). WHEREAS, on September 2, 1969, Riverview Golf LLC and the Orange County Flood District ("District") entered into a lease agreement, as amended, for a portion of the District's Santa Ana River Channel (located along the Santa Ana River between the 22 Freeway and 17th Street in the City of Santa Ana) allowing for Riverview Golf LLC to expand its business operation to that of an 18-hole golf course using the combined properties under both the City and District's lease agreements. WHEREAS, the lease agreement with Riverview Golf LLC and the City is set to expire on April 30, 2026, at which time City will be without professional management over the Facility. WHEREAS,the lease agreement between Riverview Golf LLC and the District has expired and Riverview Golf LLC is continuing use of the District's land in holdover status. WHEREAS, City and the District are actively negotiating a lease agreement for City's use of the District's land to continue operations of River View Golf Course as an 18-hole public golf course, at which time, Riverview Golf LLC's holdover tenancy will be terminated. WHEREAS, City is in need of a professional manager for the complete organization of the Facility, including, but not limited to, accounting and administration of all receipts and disbursements, marketing and sales, supervision of all employees, procurement of all insurance, and maintenance of the Facility and its equipment. WHEREAS, City has received a proposal from Contractor, has reviewed the previous relevant experience and evaluated the expertise of Contractor, and desires to retain Contractor to render services under the terms and conditions set forth in this Agreement. -I- NOW, THEREFORE, in consideration of the promises and the respective and mutual agreements contained herein, said parties hereby agree as follows: ARTICLE I -DEFINITIONS As used in this Agreement, the following terms shall have the respective meanings indicated below: Agreement means this Management Agreement. Annual Budget Plan means the document as described in Section 3.4. Affiliate means any and all corporations, partnerships, trusts, limited liability companies and other entities directly or indirectly controlled by, controlling, or subject to direct or indirect common control of an entity or person. Capital Improvements means any alteration or addition to, or rebuilding or renovation of, the Facility,the cost of which is not charged to property operation and maintenance. Cash Register Bank or Petty Cash Funds, as described in Section 6.1. City means City of Santa Ana,a California Municipality or any successor to City's interest under this Agreement. City Account shall have the meaning described in Section 6.1 of this Agreement. Commencement Date means the date upon which Contractor assumes its obligations under this Agreement to manage and operate the Facility, which date shall be May 1, 2026. Comparable Facilities means other municipal golf course facilities located in Orange County, charging comparable green fees, with a comparable level of maintenance standards and a comparable quality of improvements and amenities. Compensation means the direct salaries and wages paid to or accruing for the benefit of any manager or other employee, together with all fringe benefits payable to or accruing for the benefit of such manager or other employee, including employer's contribution under the Federal Insurance Contributions Act("FICA"); unemployment compensation, or other employment taxes; pension fund contributions, worker's compensation, group life and accident and health insurance premiums as well as any payments made by Contractor which fall within the deductible amounts of any such policies; retirement; disability; and other similar benefits. CPI means The United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index for all urban consumers (all items for the Los Angeles-Riverside-Orangc County metropolitan area on the basis of 1982 - 1984 equals 100). Notwithstanding the foregoing, if the format or components of the CPI are materially changed after the date hereof,then Contractor shall substitute an index which is published by the Bureau of Labor Statistics or similar agency and which is most nearly equivalent to the CPI in effect as of the date hereof. The substitute index -2- shall be used to calculate the increase in the Base Line NOI unless City objects to such index in writing within fifteen (15) days after the date Contractor notifies City of Contractor's substitute index. If City objects to the substitute index, then Contractor and City shall submit the selection of the substitute index for binding arbitration in accordance with the rules and regulations of the American Arbitration Association at its office closest to the Facility. The costs of arbitration shall be borne equally by City and Contractor. Effective Date means the date of the Management Agreement. Facility has the meaning as set forth in the recitals of this Agreement, and is further documented by way of the `Facility Maps," attached hereto and incorporated herein by this reference as Exhibit A. Operating Account means a bank account established by Contractor, for the sole purpose of the Facility articulated in the Agreement as set forth in Section 6.1.1. Furnishings and Equipment means all furniture, furnishings, trade fixtures, apparatus and equipment, including golf course maintenance vehicles and equipment, golf carts, driving range pickers and pullers, mats, buckets, cash registers, rental golf clubs, ball washers, benches, uniforms, and other personal property used in or held in storage for use in the operation of the Facility, other than Operating Inventory and fixtures attached to and forming part of the Improvements. Golf Course Manual is the policy and procedures for the operation and maintenance of the Facility as it may be revised during the term of this agreement as developed and maintained by the Contractor. If any such revision results in an increase in direct costs, the City shall have the discretion to approve and increase the applicable line items in the Annual Budget to account for such increased costs. Gross Revenues means all money received as a result of the operation of the Facility and the sale of goods and services at the Facility, determined in accordance with generally accepted accounting principles consistently applied. Gross Revenues shall include,but are not limited to,all green fees, annual fees; rental fees for golf carts, golf clubs and bags, and other rental items, range balls; reservation fees; fees for golf handicap service; food and beverage sales; liquor sales; revenue generated from space rentals and from event-related meetings, banquets, parties, tournaments, and other group gatherings; merchandise sales; golf instruction fees; revenues from golf schools; gross receipts received by licensees or concessionaires (if applicable);proceeds from insurance; any amount received by Contractor in connection with any claim, demand, or lawsuit; and all other revenues generated by the Facility. Gross Revenues shall be reduced by any cash refunds or credits allowed on returns by purchasers. Gross Revenues shall not include the following: (a) sales taxes, excise taxes, gross receipts taxes and other similar taxes now or later imposed upon the sale of food, beverages, merchandise or services and paid to the appropriate taxing authority,whether added to or included in the selling price; (b) the amount of any gratuities to Facility employees, or service charges added to customer billings which represent gratuities to Facility employees; (c)proceeds of any borrowings by Contractor or City; (d)any initial operating funds and fields subsequently provided by City to satisfy the working capital needs of the Facility, if any; (e) any operating funds provided or authorized by City to Contractor to subsidize and/or support ongoing operations in the event revenues do not meet expenses; and (f) refunds for the value of merchandise, Supplies or equipment returned to shippers, suppliers or manufacturers. Impositions means all taxes, assessments, water, sewer or other similar rents, rates and charges, levies, license fees, permit fees, inspection fees and other authorization fees and charges, which at any time may be assessed, levied, confirmed or imposed on the Facility or the operation of the Facility (excluding federal and state taxes imposed on the income earned by Contractor or its employees hereunder). Improvements means the buildings, structures (surface and subsurface) and other improvements now or hereafter located on the Land. Insurance Requirements means all requirements of each insurance policy, and all orders, rules,regulations and other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) applicable to the Facility or the operation of the Facility; this term shall not, however, include recommendations of insurance carriers. Land means the parcel or parcels of land described in Exhibit "A" attached to this Agreement and incorporated herein by this reference. Legal Requirements means all laws, statutes,ordinances,orders,rules,regulations,permits, licenses, authorizations, directives and requirements of all governments and governmental authorities, which now or hereafter may be applicable to the Premises and the operation of the Premises. Major Capital Improvements shall mean a project for the erection or improvement of the Facility's buildings, structures, paved pathways, drains, or sewers. Whereas, Non-Major Capital Improvements shall mean the maintenance and repair of Facility buildings, structures, paved pathways, drains, or sewers. Management Fee has the meaning set forth in Section 5.1. Net Operating Income, means Gross Revenues from the Facility, minus all operating expenses which are attributable (in accordance with generally accepted accounting principles) to the use and operation of the Facility, including, without limitation: employee costs, operating expenses, Centralized Services, the Management Fees, expense reimbursements, all insurance costs related to the operation of the Courses, personal property taxes (limited to an amount allocable to the Facility), and golf cart leases and operating costs; provided, however, such expenses shall not include any charges for amortization, depreciation, capital expenditures, debt service, and State and Federal income taxes, overhead allocations, or any Incentive Management Fees paid to Contractor hereunder. Operating Period means the period beginning on the Commencement Date and ending on the earlier to occur of(a) the last day of the term of this Agreement, or (b) if this Agreement is terminated, the effective date of such termination ("Last Operating Day"). -4- Operating Inventory means consumable items used in or held in storage for use in the operation of the Facility, including scorecards and cart tickets, driving range balls, professional shop merchandise, food and beverages,paper and plastic ware, fuel, cleaning materials, fertilizers, pesticides, linens, glassware, sanitation supplies and other similar items. Operating Year means the fiscal year, from July I" to June 30th, except that {a) the first Operating Year shall be the period beginning on the Commencement Date and ending on the following June 30, 2026, and (b) the last Operating Year shall be the period beginning on July I" of such year and ending on the Last Operating Day. Other Contractor Facilities means all other golf course facilities within the United States owned, leased and/or operated, directly or indirectly, by Contractor. Premises means a collective term for the Land and Improvements and City's interest in the Land and Improvements, and any greater estate or interest hereafter acquired, together with all entrances, exits,rights of ingress and egress, easements and appurtenances belonging or pertaining to the Premises. Special Consulting Services has the meaning set forth in Section 3.6. ARTICLE 2 -TERM OF AGREEMENT 2.1 Term. The term of Agreement shall commence on the Effective Date as shown on Page One(1)of this Agreement and shall terminate on June 30,2031,(the"Initial Term")unless terminated sooner pursuant to Article 8 of this Agreement. The term of this Agreement may be extended for two (2) additional five (5) year terms (each a "Renewal Term") with the extensions to commence upon the expiration of the Initial Term or any Renewal Term,at City's sole discretion (hereinafter the phrases "Initial Term"and"Renewal Term,"if any shall be collectively referred to as the "Term"). The City Manager or their designee may extend this Agreement on behalf of City. 2.2 Time of Performance. Time is of the essence in the performance of the Agreement and the Services shall be performed to completion in a diligent and timely manner. The failure by Contractor to perform the Services in a diligent and timely manner may result in termination of the Agreement by City. ARTICLE 3 —SERVICES TO BE PROVIDED BY CONTRACTOR; OPERATING RESPONSIBILITIES 3.1 Goal of Agreement. It is the intent and goal of City that the Facility be operated in a professional, efficient and productive manner that shall provide for the highest duality of experience for Invitees of the Facility as found in the best comparable municipally-owned golf courses, achieve the desired results of an effective maintenance program of the golf course and Facility, provide for more diversified uses of the Facility that would generate additional income (such as tournaments and other special events), and achieve or exceed the budgeted results for the Facility. -5- 3.2 Services. Subject to the terms and conditions set forth in the Agreement,Contractor shall provide to City all labor, materials, tools, equipment, services, permits, transportation, and incidental and customary work necessary to fully and adequately supply the services necessary for the efficient operation of the Facility("Services"). The Contractor's services are more particularly described in Contractor's Proposal, dated January 28, 2026, incorporated into this Agreement by reference as though fully set forth herein. 3.3 Grant to Contractor. Except as otherwise expressly provided in this Agreement, City grants to Contractor the right to manage and operate the Facility pursuant to the terms of this Agreement, and Contractor agrees it will manage and operate the Facility in accordance with the approved Annual Budget Plan and in a manner comparable to and consistent with the management and operational practices of Comparable Facilities to the extent established in the Annual Budget Plan and approved by City (except as otherwise set forth in this Agreement). Contractor shall perform its services in a professional, timely and diligent manner. Without in any way limiting Contractor's right to manage and operate the Facility in accordance with the terms of this Agreement,Contractor,subject to the approval of City and in accordance with the approved Annual Budget Plan and terms of this Agreement, shall have the authority and responsibility to: (a) implement each approved Annual Budget Plan; (b) determine, establish, and implement the policies, standards, and schedules for the operation and maintenance of the Facility and all matters affecting customer relations; (c) hire, train, and supervise the general manager, course superintendent, and all.Facility employees; (d) supervise and direct all phases of advertising, sales, marketing and business promotion for the Facility; and (e) establish accounting and payroll procedures and functions for the Facility. To the extent the foregoing duties are discussed,detailed, or included in the Annual Budget Plan, Contractor will carry out such duties consistent therewith. City agrees it will reasonably cooperate with Contractor to permit and assist Contractor to carry out its duties under this Agreement, provided Contractor obtains reasonably advance notice for such cooperation and assistance. Contractor shall work with, and obtain any necessary approvals from, the City Manager or their designee. 3.4 Annual Budget Plans. 3.4.1 Preparation. Contractor will submit to the City Manager or their designee on an annual basis at least ninety (90) days in advance of each Operating Year(except for the first Operating Year for which the Annual Budget Plan(transitional) shall be submitted thirty(30)days prior to the Commencement Bate)an"Annual Budget Plan"consisting of(a)a budget which shall include for the ensuing year (or portion thereof) bona fide good faith estimates of all projected revenues of the Facility (broken down on a line item basis) and the projected expenditures for (i) property operation and maintenance, (ii) Capital Improvements which constitute normal repairs, replacements, and alterations, (iii) Furnishings and Equipment and Operating Inventory, (iv) advertising, sales, and business promotion, (v) emergency expenditures, and (vi) employee Compensation and(b)an operating/business plan for the Facility setting forth in detail a marketing and promotions plan, a schedule of proposed golf charges, an operating schedule (which shall include hours of operation and staffing levels) and a maintenance plan. City acknowledges that the budget will not constitute a guarantee of the actual revenues or expenses of operating the Facility. -6- The parties understand that, as provided in Article 11, budgets for Major Capital Improvements will be treated separately and will not form part of the Annual Plans. 3.4.2 _Approvals. Each Annual Budget Plan shall be subject to the prior written approval of the City Manager or their designee, and the new Annual Budget Plan for a given Operating Year shall. not become effective without such approval, which approval shall not be unreasonably withheld. It is contemplated by the parties that the Annual Budget Plan will be agreed upon by the parties not later than sixty (60) days following delivery of the Annual Budget Plan by Contractor to City. If City fails to either approve the Annual Budget Plan within said 60- day period or to advise Contractor of its objections to the Annual Budget Plan within such period, then City shall be deemed to have approved the Annual Budget Plan as submitted. In the event of a dispute with regard to an Annual Budget Plan, the parties shall use good faith efforts to resolve such dispute. Pending the resolution of such dispute, Contractor shall continue to manage and operate the Facility in accordance with the standards set forth in this Agreement and the most recent approved Annual Budget Plan, as it may have been mutually amended by the parties during the preceding year in accordance with this Agreement, at a level of expenditures comparable to those of the preceding year subject to reasonable increases in Operating Expenses (as defined herein) requested by Contractor due to(a)increases in the number of guests using the Facility,(b)increases in Gross Revenues (as defined herein), or (c) other matters beyond the reasonable control of Contractor (e.g., without limitation, increases in utility charges, etc.), plus an amount equal to the increase, if any, in the CPI during the prior Operating Year. Once approved, Contractor may propose amendments or revisions to the Annual Budget Plan to take into consideration variables or events that did not exist,or could not be anticipated by Contractor at the time the Annual Budget Plan was prepared. Any such proposed amendments or revisions shall be submitted in writing and shall be subject to City's prior approval, which approval shall not be unreasonably withheld or delayed. 3.4.3 Compliance. Expenditures from the Golf Course will be recorded into the City's financial ledger and therefore must comply with the City's budget ordinance. The City's budget ordinances states that appropriations hereby made shall constitute the maximum expenditures authorized for the several offices, agencies and departments opposite which the amounts of such appropriations are shown in the City Budget. The Contractor shall not exceed the total amount of expenditures identified in the approved Annual Budget Plan, including approved adjustments. On a quarterly basis, the Contractor may submit any adjustments to the Annual Budget Plan for the City's consideration. Any revision to the Annual Budget Plan shall require the approval of the City's Representative and may require further approval by the City Council. 3.4.4. Emergency Expenditures. Notwithstanding anything in this Agreement to the contrary,in the event of an emergency which arises by act of God or any event or act beyond the control of Contractor, or a dangerous condition exists that requires immediate repair, or a governmental directive or order is issued to City, Contractor is authorized to take such actions as may in its reasonable discretion be required (including expending any funds reasonably necessary to respond to such condition or event); provided, however, that if an emergency occurs which requires funds not otherwise budgeted for in the Emergency Expenditures of the annual budget, Contractor shall immediately notify City of the occurrence of any of the situations referenced -7- herein and the action Contractor proposes to take, or has taken (including the amount of any expenditures). If Contractor is unable to contact City, or circumstances require immediate action, then Contractor shall be authorized to make reasonable emergency expenditures which in the aggregate do not exceed the amount budgeted therefore in the Annual Budget Plan. Provided that an emergency expenditure was justified, the line item in the Annual Budget Plan for emergency expenditures shall be deemed increased by the amount of the emergency expenditures made by Contractor so that at all times,the line item amount for emergency expenditures shall remain at the approved level. 3.5 Technical Assistance Services. During the Operating Period, Contractor will provide, as needed, certain supervisory and consulting services to the Facility from Contractor's regional and corporate technical assistance services program, including business planning and budgeting, Capital Improvement planning, training, security, marketing and sales, central purchasing, merchandising, food and beverage, maintenance, human resources, legal compliance, financial reporting, and accounting. Except as provided in Section 3.6 below, these services will be provided by Contractor without any additional charge to City. 3.6 Special Consulting Services. In addition to the services described in Section 3.5 above,upon City's prior written request and approval, Contractor may provide to the Facility such additional consulting services not contemplated by this Agreement which would not otherwise be performed in the ordinary course of day-to-day operations of the Facility, including but not limited to special legal consultation, (as necessary and as approved by City in advance), construction and design consultation and construction supervision related to Major and non-Major Capital Improvements ("Special Services") and as further described in Contractor's Proposal, dated January 28, 2026. City shall reimburse Contractor for all costs and expenses associated with Contractor's providing such Special Services which shall be the total of(i)the actual cost of labor, (ii) the actual cost of supplies and materials, and (iii) all related travel, subsistence and similar expenses incurred by Contractor's personnel associated with the performance of the Special Services, but not to exceed the budget approved by the City as set forth in the immediately succeeding sentence. Upon City's request for the performance of a Special Services project, Contractor shall prepare a scope of work and budget and submit to City for review and approval. Contractor shall not commence any Special Services project without City's prior approval. 3.7 Maintenance and Other Responsibilities of Contractor. Without in any way limiting Contractor's right and obligation to manage and operate the Facility in accordance with and subject to the Annual Budget Plans, Contractor shall, in its own name perform, or cause the same to be performed for the Facility,those maintenance and other services as set forth in Exhibit B, attached hereto and incorporated herein by this reference. Maintenance requirements for the District's land may be periodically updated by the District. Therefore, the Parties hereby agree that the maintenance requirements set forth in this Section 3.7, and set forth in Exhibit B, shall be subject to amendment from time to time based on the District's requirements. The City Manager or their designee shall have the authority to amend this Section 3.7, only, based on new, updated, or amended maintenance requirements. -8- 3.8 Personnel. 3.8.1 General. Subject to the Annual Budget Plan and the terms of this Agreement, Contractor shall employ all of the employees of the Facility, and all such employees shall be deemed employees of Contractor and not employees of City or joint employees of City and Contractor. Contractor shall recruit, hire, train, discharge, promote and supervise the management staff of the Facility (i.e., the general manager or course manager, the assistant managers, the course superintendent,department heads and other key personnel), and Contractor shall supervise through the management staff the recruiting, hiring, training, discharge, promotion, and work of all other employees of the Facility. Contractor shall provide any legally mandated training, safety training in accordance with industry standards, and training in Contractor's cash handling and inventory control procedures for all Contractor employees. Further, Contractor will use reasonable efforts to provide a safe work environment for Contractor employees and a workplace free from illegal harassment or illegal discrimination. For a period of one year after the date of termination of this Agreement pursuant to Section 8.1, City shall not solicit or hire as an independent contractor, agent, consultant or employee any general manager or superintendent previously hired or employed after the Effective Date for the Facility without the consent of Contractor. In the event that City is dissatisfied with the performance of any Contractor personnel, the following procedure shall be followed: (i) City shall communicate any complaints regarding personnel below the rank of general manager to the general manager and shall communicate complaints regarding the general manager to Contractor's regional manager for the region in which the Facility is located, and (ii) Contractor shall reasonably and promptly investigate and take appropriate action, as determined by Contractor, with respect to City's complaints. All employees of the Facility shall be properly qualified for their positions. The Compensation of the management staff and all other Facility employees shall be approved by City as part of the Annual Budget Plan (or, in the event that a change in management staff occurs during an Operating year and after the Budget has been finalized, then as otherwise approved in writing by City) and be an Operating Expense of the Project payable by City in accordance with this Agreement. 3.8.2 Benefit Plans. Contractor shall have the right to provide eligible employees of the Facility with profit sharing and other employee retirement benefits and disability,health and welfare benefits and other benefit plan or plans now or hereafter available to employees of Other Contractor Facilities, if such benefits have been approved in the Annual Budget Plan, and to charge the Facility with its allocable share of such Contractor plan or plans. 3.8.3 Temporary Assignment of Other Contractor Personnel. If Contractor shall reasonably deem it advisable, and after City's prior approval, Contractor may temporarily assign to the Facility the general manager, the head golf professional and other members of the management staff from the employees of Contractor or Affiliates of Contractor or from the staff of Other Contractor Facilities. During such time as these employees are temporarily assigned to the Facility, all such employees will be paid their regular Compensation (as defined herein), and the pro-rata share of such employees' Compensation equal to the actual time such employees worked at the Facility shall be an Operating Expense of the Facility. -9- 3.9 Restrictions on Use of Facility. (a) The Facility shall be used solely for the operation of an eighteen (18) hole championship golf course, and retail golf shop, bar and restaurant, banquet facility, driving range and such other uses and amenities as may be approved by City and are compatible with the operation of an eighteen (18) hole championship golf course including, by way of illustration, a golf school, a health spa, a sports and entertainment facility and banquet facilities. (b) Contractor agrees not to allow the use of the Facility for or carry on or permit any dangerous activity or nuisance. Further, Contractor agrees not to use the Facility for any purpose which would increase existing rates of insurance or cause cancellation of any insurance policy carried by City or Contractor. Contractor shall cause the Facility to comply with all Legal Requirements relating to the condition, use and occupancy of the Facility. ARTICLE 4 -INSURANCE AND INDEMNIFICATION 4.1 Insurance Policies. Without limiting City's right to indemnification, it is agreed that Contractor shall maintain in full force and effect, at the expense of the City in accordance with the Agreement, the minimum insurance coverages set for in Exhibit C, attached hereto and incorporated herein by this reference. 4.2 Citv's Insurance. City may, at its sole election, procure and maintain property insurance with respect to the Facility during the term of this Agreement. 4.3 Indemnification and Hold Harmless. Contractor shall fully defend, indemnify, and hold harmless City and its elective and appointive boards, commissions, officers, agents, employees, volunteers, United States Army Corp of Engineers, at Contractor's cost, from and against any and damages, liabilities, claims, costs or expenses, including but not limited to reasonable attorneys' fees and costs, for economic damage to third parties, property damage or bodily injury, including, but not limited to death: (a) Which results from any act or omission by Contractor or any officer, director, employee, or subcontractor of Contractor in connection with Contractor's performance under this Agreement; (b) Which result from any action taken by Contractor relating to the Facility(i) that is prohibited by this Agreement, or(ii)that is not within the scope of Contractor's duties under this Agreement, or(iii)that is not within. Contractor's delegated authority under this Agreement; (c) Which result from Contractor's violation of Insurance Requirements or Legal Requirements: or (d) Which City, by reason of any alleged breach of a "non-delegable duty, is subject to, because of the Contractor's violation of any national, state, or local law, regulation or order which pertains to providing safe working conditions for Contractor's employees, or because of Contractor's employees; or -1O- (e) Which result from fines imposed by administrative or regulatory bodies for actions caused by Contractor or its officers, employees or agents; (f) As respects acts, errors or omissions in the performance of professional services, Contractor to the extent arising directly out of Contractor's (or Contractor's contractors' or subcontractors", if any) negligent acts, errors or omissions in the performance of professional services under this Agreement but only to the extent such Claims are covered by valid and collectible insurance proceeds. The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or not City, Contractor, or any other person maintains, or fails to maintain, insurance coverage, or a self-insurance program, for any such Claims; and (ii) and shall survive the termination of this Agreement. This section shall not apply to damages, liabilities, claims, costs, or expenses to the extent caused by City's sole negligence or will misconduct. The provisions of this Section shall survive the expiration of this Agreement. 4.4 Responsibility for Damages or Injury 4.4.1 City and all officers, employees and representatives thereof shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing work at the Facility or for injury to or death of any person as a result of Contractor's performance of the services required hereunder; or for damage to property from any cause arising from the performance under this Agreement by Contractor, or its subcontractors, or its workers, or anyone employed by either of them. 4.4.2 Contractor shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause arising from Contractor's work under this Agreement, or the work of any subcontractor or supplier selected by Contractor. 4.4.3 Contractor shall perform all work under this Agreement in a manner to minimize public inconvenience and possible hazard, to restore other work areas to their original condition and former usefulness as soon as possible, and to protect public and private property. Contractor shall be liable for any private or public property damaged during the performance of work under this Agreement. 4.4.4 The rights and obligations set forth in this Section shall survive the termination of this Agreement. 4.5 Handling of Claims. Contractor shall be responsible for handling all claims for any losses, damages, liability, and expenses (including without limitation personal injury and property damage claims) arising out of the operation, maintenance, repair, or improvement of the Facility, whether or not such claims are covered by the insurance required under this Article 4. Handling such claims shall include without limitation responding to such claims, investigating -11- such claims, and retaining legal counsel or experts to defend such claims. All claims handling responsibilities shall be in accordance with Contractor and insurance company requirements, and shall be subject to City's prior written approval, which shall .not be unreasonably withheld or delayed, and paying any losses, damages, and expenses relating to such claims and obtaining fully executed settlement releases on behalf of the City. Contractor shall provide City with monthly and annual reports of claims activities on a schedule and in a format reasonably acceptable to the City. City understands and agrees that with respect to all policies of insurance required under this Article 4(whether such policies are maintained by City or Contractor),the portion of any losses,damages, and expenses paid with respect to such claims which is subject to a deductible amount or a self- insurance or a self-assumption amount shall be the sole responsibility of City. If at any time during the term of this Agreement,City desires to assume responsibility for handling of claims,the parties may amend this provision as provided in Section 12.6 Modifications and Changes, subject to (i) the approval of the applicable insurance companies; and (ii) the reasonable approval of the Contractor. ARTICLE 5 -MANAGEMENT FEES In addition to the costs and expenses to be reimbursed to Contractor pursuant to this Agreement, City shall pay Contractor the Management Fee computed and payable as follows: 5.1 Management Fee. In consideration of Contractor's services during the Operating Period, City shall pay to Contractor a"Management Fee." For the first twelve (12) months of the term of this Agreement, the Management Fee shall equal Ninety-five Thousand Dollars ($95,000) per annum (i.e., ($7,917)per month). The Management Fee shall increase on each anniversary of the Effective Date (until termination of this Agreement) by three percent(3%) of the Management Fee in effect prior to the applicable increase.The Base Management Fee shall be paid to Contractor, in equal monthly installments. The Parties agree to renegotiate, in good faith, the terms of the Incentive Management Fee no later than ninety(90)days prior to expiration of the initial Term and expiration of the first Renewal Terrn. 5.2 Incentive Management Fee. In addition to the Management Fee set forth in Section 5.1, Contractor shall be entitled to an Incentive Management Fee. The Incentive Management Fee shall be calculated as 10% of Gross Revenues in excess of$4.0 million actually received by City in the preceding fiscal year not to exceed an amount equal to 50% of the Management Fee. 5.3 Payment Schedule. Contractor shall be paid monthly and in accordance with the process set forth in Section 6.1.1 below. 5.4 Pavment of Incentive Management Fee. Contractor shall submit to City a written statement detailing Net Operating Income received for each fiscal year (or portion thereof in the event of termination prior to the end of an Operating Year)no later than 21 days following the end of such period, including a calculation of any Incentive Management Fee due. Subject to City's approval, which shall not be unreasonably withheld, Contractor shall withdraw its Incentive Management Fee from the Operating Account no later than thirty (30) days following receipt of the statement and such supporting documents as City may reasonably request. -12- 5.5 Accounting Services. In addition to management services herein, Contractor shall provide accounting services to the City,including services pertaining to payment disbursement and financial reporting. Contractor may provide these services or may employ accountants or outside services to provide some or all of such services. For these accounting and administrative services City shall pay Contractor, in addition to the Fixed Management Fee and Incentive Management Fee, a separate "Accounting Fee" in the amount of Twenty-one Thousand Dollars ($ 21,000)per annum (i.e., ($ 1,750)per month),to be adjusted annually by 3% beginning in year two. 5.6 City Council Appropriation. All Parties recognize that the continuation of this Agreement after the close of any fiscal year of City, which fiscal year ends on June 30, of each year, shall be subject to budget approval providing for or covering such contract items as an expenditure in said budget. City does not represent that said budget item will be actually adopted, said determination being the determination of the City Council at the time of the adoption of the budget herein. No penalty should accrue to City in the event this provision shall be exercised. Should termination be accomplished in accordance with this Section, a settlement shall be negotiated by the Parties on items delivered, services provided, monies paid and monies due. 5.7 Renewal Term Fees. For any Renewal Term, the City Manager or their designee and Contractor shall negotiate and agree upon any adjustment to the Fees ninety(90)days prior to the commencement of the Renewal Term. ARTICLE 6 -ACCOUNTS; WORKING FUNDS;RECORDS AND REPORTS 6.1 Bank Account. In connection with the operation and management of the Facility, the following bank account shall be provided by City and Contractor in a bank or banks approved by City, and shall be subject to City's audit and inspection(the `Bank Account"): 6.1.1 Operating Account. Contractor will supply a separate bank account (at a bank approved by the City) for Contractor to deposit all Gross Revenue and pay related expenses derived in connection with the operation and management of the Golf Course. City will initially fund the bank account with funds necessary for operations. Contractor will deposit revenue immediately. Contractor shall deposit daily into the account, no later than the next business day following receipt, all gross revenues collected. If an armored transport service is utilized, Contractor shall provide daily pick up of deposits on the next business day following receipt of gross revenues. Under no circumstances will Contractor permit funds collected to be taken anywhere off-site by any employee. Contractor will follow all other procedures established by City for depositing daily cash receipts. Contractor shall use the golf course revenue generated to pay Operating Expenses and to collect Contractor's monthly Management and Accounting Fee. Contractor shall then submit payments to City for the remaining net income generated on a monthly basis. If fiends are needed beyond the amount of revenue generated in a month and the initial bank account finds are used, Contractor shall replenish the initial bank account funds first from the succeeding month's revenue. Contractor shall also provide monthly reports and supporting documentation to City reflecting gross revenues collected by Contractor and total operating expenses incurred by -13- Contractor. Contractor shall provide a bank reconciliation report for the month. Reports shall be provided 21 days after the end of the preceding month. Until such monies or other things of value have been deposited into the City' s account and verified by the bank in accordance with this Agreement, Contractor bears all risk of loss,therefore, including, but not limited to, damage, destruction, disappearance,theft, fraud,or any dishonest, or unlawfiii act, or other hazard, irrespective of location caused by Contractor' s employees or any other person or entity within Contractor' s control. Should such an event or act occur, Contractor shall immediately notify the City' s Executive Director of Parks, Recreation and Community Services Agency and the Santa Ana Police Department, and Contractor shall prepare a report of such incident. Contractor shall notify the City of any operational changes deemed necessary by Contractor to safeguard the City' s monies or things of value. Contractor will retain copies of daily bank-endorsed deposit slips for the above deposits for a period of not less than five(5)years from the date each deposit is made. Contractor will follow all other procedures established by City for depositing daily cash/ credit card receipts. 6.2 Expenditures. Contractor is authorized to pay such amounts at such times as are required in connection with the operation, maintenance, repair, and improvement of the Facility and related facilities in accordance with any approved Annual Budget Plan and/or budget, subject to the provisions of this Agreement, including but not limited to all amounts specifically payable to or reimbursable to the Contractor as follows: the Compensation and expenses of the management staff and other employees of the Facility; and (a) all costs and expenditures incurred or made in connection with the items described in Section 3.3 and all other expenditures which Contractor is permitted or required to make under any other provision of this Agreement; (b) reimbursements and other amounts due to Contractor and Affiliates of Contractor under any provision of this Agreement; (c) premiums for any insurance maintained by City or Contractor in accordance with the provisions of Article 4 (Insurance Requirements); (d) the Management Fee, Incentive Management Fee, and Accounting Fee, computed in accordance with the provisions of Article 5. Upon request of City from time to time, Contractor shall distribute from the Operating Account to accounts controlled solely by City such funds which are in excess of the amounts requited to maintain working capital needs of the Facility and for Contractor to perform pursuant to this Agreement. 6.2.1 Excluded Expenditures. The following costs are not considered Expenditures and shall not be reimbursed or included in the Annual Budget. (a) Any penalties or fines imposed by any governmental agency, except for those penalties or fines caused by the act of omission of City or not reasonably related to the acts or omissions of Contractor. -14- (b)Expense of Contractor's corporate office,except for the Accounting Fee. (c) Employee salaries or any compensation of any corporate or regional employee of Contractor. (d) Employee claims, fines.. Iawsuits, etc. resulting from Contractor's breach of the Agreement; any costs and expenses not authorized by this Agreement or approved by the Santa Ana City Manager; any costs, claims covered by Contractor's indemnity obligations hereunder, any costs incurred by Contractor to repair or replace any Facilities to the extent of damage resulting from the intentional misconduct or negligence of Contractor. 6.3 Insufficient Funds. Contractor shall monitor the Facility's cash flow and shall provide to City a report detailing projected cash flow in the event that Contractor projects an Operating Deficit, which exceed Operating Account funds available, to occur within thirty (60) days of providing such report. If at any time funds in the Operating Account shall be projected to be or are insufficient to pay the Facility's Expenses for the following 60 days, Contractor shall notify City and request a sufficient amount("Additional Working Capital")to satisfy same so that Contractor will have sufficient funds in the Operating Account to prevent any delinquency in payment for such expenses, and City agrees to provide such funds within thirty (30) days after Contractor notifies City. Contractor shall not be obligated to advance any of its own funds to or for the account of the Facility or City,nor to incur any liability unless City has furnished Contractor with funds necessary for the discharge thereof. In the event City fails to timely provide Contractor sufficient Additional Working Capital to pay expenses, Contractor shall be under no obligation to pay any bill if there are insufficient funds in the Operating Account. Notwithstanding the foregoing, if Contractor advances any funds in payment of an expense authorized by any Annual Budget Plan or budget, or an emergency expenditure, Contractor may reimburse itself from the Operating Account. 6.4 AccountinL Procedures/City's Right to Audit 6.4.1 Books and Records. Contractor shall keep records and invoices in connection with the Services to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three(3)years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of 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. City shall have the right to audit Contractor's accounting procedures and internal controls of Contractor's financial systems and to examine any cost, revenue, payment, claim, other records or supporting documentation resulting from any transactions under this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. Contractor shall provide an audit report to the City on or before December I' of each year, beginning December 1, 2027. -15- 6.5 No Default Due to Lack of Funds. If Contractor is unable to perform any of its Services or covenants under this Agreement because of the failure on the part of the City to provide the funds pursuant to Article 6, such failure of performance on the part of Contractor shall not be deemed a default on the part of Contractor and shall not give rise to any right of termination, damages, or any other remedy against Contractor, unless the failure to provide the funds is due to the occurrence of a breach of this Agreement by Contractor or the gross negligence, willful misconduct or fraud by Contractor. 6.6 Reports to Ci . Contractor will deliver, or will cause to be delivered,to City the following forecasts and statements: (a) within twenty (20) days after the end of each calendar month, an update to any approved plans and/or budgets with monthly and year-to-date financial statements which shall include a balance sheet, a profit and loss statement showing the results of operation of the Facility for such month and for the year to date; and (b) within sixty(60) days after the end of each Operating Year(as defined herein), financial statements,including a balance sheet, a profit and loss statement and actual versus budget comparison showing the results of operation of the Facility for such year (it being understood and agreed that such annual statement will reflect the annual Base Management Fee paid to Contractor). If requested by City, and at City's expense, the financial statements shall be accompanied by an opinion rendered by an independent certified public accounting firm. (c) at least sixty (60) days in advance of each Operating Year (except the first Operating Year), an estimated profit and loss statement and an estimated cash flow projection for the ensuring Operating Year. (d) upon reasonable request made by City, Contractor shall provide inventory list of equipment with corresponding hours of use. 6.7 Contractor Accounting Software; Other Personal Property Owned by Contractor. The parties acknowledge and understand that the accounting software used at the Facility is owned by Contractor, and City shall have no rights or interests in such software. Upon the expiration or earlier termination of this Agreement,the accounting software and other personal property located at the Facility owned by Contractor shall be removed from the Facility by Contractor; provided, however, the financial data of and related to the Facility shall remain the property of City. 6.8 Payroll. The parties acknowledge and agree that a payroll processing company will be processing the payroll for the Facility employees. Prior to the date of a payroll payment, Contractor will be notified by the payroll processing company of the amount of the payroll payment. On the date of the payroll payment, the payroll processing company will automatically withdraw the amount of the payroll payment from the Operating Account and deposit such amount in a central payroll account on which payroll checks will be drawn. -16- 6.9 Accounting Firm. Contractor shall, if requested by City and at City's expense, hire an independent certified public accounting firm selected by City to audit the financial statements required under this Agreement. Contractor shall train the accounting firm with respect to the use and application of Contractor's accounting software at the Facility, and Contractor shall supervise the work of the accounting firm. All fees and charges of the accounting firm shall be an expense of the Facility payable from the Operating Account. ARTICLE 7—MANAGEMENT—ADMINISTRATION -PERFORMANCE 7.1 GENERAL MANAGER. Contractor shall designate a General Manager, who shall coordinate the Services. This General Manager shall be available to City at all reasonable times during the Term of this Agreement. It is expressly understood that the experience, knowledge, capability, and reputation of the General Manager is a substantial inducement for City to enter into this Agreement. Therefore,the General Manager shall be responsible during the Term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the provision of Services hereunder. 7.2 ADMINISTRATION. The following employees of City shall be authorized to take the following actions pursuant to this Agreement: (a) The Director of Parks, Recreation, and Community Services Agency shall be authorized to take any and all actions on behalf of City set forth herein, including, but not limited to Budget approval and termination of Services in accordance with the terms of Section $ of this Agreement (Termination Rights). (b) The City Manager or their designee is authorized to take those specific actions set forth herein and to review and approve all Services performed by Contractor under this Agreement. The City Manager or their designee shall be authorized to approve Extra Work,change prices or billing rates, or terminate Services under this Agreement. 7.3 PERFORMANCE 7.3.1 Standard of Services. Contractor and his entire staff shall provide all of its services in a professional and workmanlike manner and shall conduct themselves whenever on City's property such that they shall, at all times, be able to deal effectively and properly with the golfing public as managers of a public facility. All staff shall wear uniforms in a manner approved by City at all times with name tags. All staff shall complete training as prescribed by the City Manager or their designee upon hiring. The quality and range of the products and services offered must be approved by City. 7.3.2 Presence of General Manager. Contractor's General Manager is expected to be on site at the Facility during the days and hours normally expected of a working General Manager attending diligently to his duties and responsibilities personally. At such times as the General Manager is not on site, the General Manager shall specifically designate a Manager on Duty and shall provide, from time to time, City with the names of those employees qualified for -17- this position. One of the so-named parties shall be on duty at all times that the General Manager is absent. 7.3.3 Professional Standards. As a material inducement to City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality. For purposes of this Agreement,the phrase"highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing work under similar circumstances. 7.3.4 Contract Administrators for Facility. Contractor is responsible for keeping the City Manager or their designee informed of on a regular basis regarding the status and progress of the Services, activities performed and planned, and any meetings that have been scheduled or are desired. Contractor agrees to work closely and cooperate fully with the City Manager or their designee and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Contractor at the Facility, 7.3.5 Debris. Contractor shall keep City's property free from undue accumulation of waste and rubbish caused by Contractor's performance of the Services, and Contractor shall remove all debris resulting from the work on City's property at the end of each day's work. Contractor shall limit its storage of materials and equipment on City's property to areas designated by City. 7.3.6 Familiarity with Work. By executing this Agreement, Contractor represents and warrants that Contractor: (i) has thoroughly investigated and considered the Services to be performed; (d) has carefully considered how the Services should be provided; and (iii) fully understands the facilities, difficulties and restrictions attending the provision of the Services under this Agreement. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the provision of such Services or as represented by City, Contractor shall immediately inform City of such fact and shall not perform any Extra Work without the approval of the City Manager or their designee and written amendment of this Agreement. 7.3.7 City Ownership of Equipment. Contractor acknowledges that the City owns all furniture, fixtures, and equipment ("Equipment"). Contractor agrees to maintain, repair or cause to be repaired all of City's equipment and furnishings, and to maintain such Equipment in good condition consistent with manufacturer recommendations and industry standards. Contractor will obtain City's prior written consent for any modifications to the type, location, quality, replacement, or disposal of all City-owned Equipment or furnishings. Contractor shall provide the City with annual inventory list of all City-owned Equipment,including serial numbers, estimated remaining useful life, and hours of use, if applicable. Contractor shall keep, in its ordinary course of business,detailed maintenance logs for all of City's equipment. City shall have the right to audit all such maintenance logs on a quarterly basis,without prior notice. -18- If any piece of City owned equipment is damaged and/or rendered a total loss through the negligence or willful misconduct of Contractor, its agents, employees, subcontractors, or its assigns, then Contractor shall be responsible for 100% of the repair costs (parts and labor) or replacement costs for any such City owned equipment. 7.3.8 Alcoholic Beverages. Contractor is not restricted by this Agreement as to the selection of brands of alcoholic beverages to be sold at Facility. Contractor expressly agrees to observe and comply with all federal, state, and city laws and ordinances and with all rules promulgated by City with respect to alcohol sales at the Facility and to maintain in effect all licenses and permits required for sale of alcoholic beverages at Contractor's sole expense. The current contractor Riverview Golf LLC will relinquish the existing on-sale general liquor license issued by the State of California to Contractor and in Contractor's name permitting the sale of alcoholic beverages (including beer, wine and liquor) at the Facility at no expense, except for transfer fees to be paid by Contractor as an Operating Expense. Contractor, as City's agent, shall be solely responsible for the alcoholic beverage sales at the Facility. As an Operating Expense of the Facility, Contractor shall maintain in its name or in the name of an Affiliate (and City shall reasonably cooperate with Contractor in maintaining) the liquor license(s) in good standing, pay all required fees in connection therewith,and otherwise ensure that the proper right and permission to sell alcoholic beverages at the Facility. Contractor agrees that, in the event Contractor is succeeded by another contractor after termination of this Agreement, Contractor shall, without charge to City, relinquish said license at no expense to such successor, except for transfer fees to be paid by the successor. From and after the termination date and continuing until the date of transition, Contractor shall cooperate with City in City's efforts to obtain its own liquor license(s) (or a transfer of Contractor's liquor licenses) to serve alcoholic beverages at the Facility. 7.3.9 Independent Contractor. Except as expressly provided herein, City, nor any of its employees,shall have any control over the manner,mode or means by which Contractor, its agents or employees,perform the services required herein. Except as expressly provided herein, City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives, or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise a joint venturer or a member of any joint enterprise with Contractor. Inconsideration for the compensation paid to Contractor by City, Contractor agrees that City shall not be obligated to provide, and instead agrees that Contractor shall provide on City's behalf, any benefits, including, but not limited to, workers' compensation, disability, retirement, life, unemployment, health or any other benefit and Contractor agrees that it shall not sue or file a claim, petition, or application therefor against City or any of its officers, employees, agents, volunteers, representatives or sureties. 7.3.10 Public Records. Any and all written information created, submitted to, and/or obtained by Contractor from City or any other person or entity having to do with or related -19- to this Agreement and/or the Facility, either pursuant to this Agreement or otherwise, may be subject to disclosure pursuant to the California Public Records Act (Government Code § 6250 et seq.) as now in force or hereafter amended, or any act in substitution thereof, or otherwise made available to the public. Contractor hereby agrees to notify City within 10 days of any claim that a requested records is not a public record or that the same is a trade secret, or confidential, or not subject to inspection by the public. ARTICLE 8 -TERMINATION RIGHTS 8.1 Termination by City. City shall have the right to terminate this Agreement upon the occurrence of any one of the following events: (a) Contractor fails to keep, observe or perform any material covenant, agreement, term or provision of this Agreement to be kept, observed or performed by Contractor including, without limitation, Contractor's failure to maintain, market, and promote the Facility in the manner required by this Agreement, and such default continues for a period of thirty(30) days after written notice of such default by City to Contractor; or (b) Contractor's (i)application for, consent to, or suffering of,the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets; (ii)making a general assignment for the benefit of creditors; (iii) being adjudged bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing); (v) suffering or permitting to continue unstayed and in effect for thirty (30) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of Contractor's assets or of Contractor's interests hereunder; or (vi) is formally charged with, or is convicted of, any criminal act or commits any act of fraud. (c) City's right to terminate this Agreement pursuant to this Section 8.1 shall be exercised upon thirty (30) days' additional written notice to Contractor given at any time after the applicable grace period has expired. City's termination notice shall specify the effective date of such termination, which date shall not be more than sixty (60) days after the date of City's termination notice. (d) Should the Facility operate at a negative Net Operating Income for two (2) or more consecutive Operating Years, City many terminate this Agreement upon written notice of such termination specifying the effective date of such termination, which shall not be less than sixty(60) days after the date of any such termination notice. (e) Notwithstanding anything else herein to the contrary, the parties agree that should this Agreement be terminated pursuant to Section 5.6 (City Council Appropriation), City must provide Contractor with written notice of such termination specifying the effective date of such termination, which shall not be less than ninety (90) days after the date of any such termination notice, and certifying that no golf course operation or activities will be conducted at the Facility for at least six (6) months after any such termination. -20- (f) In the event City and District are unsuccessful in executing the operationally necessary lease agreement referenced in the recitals of this Agreement, City may terminate this Agreement pursuant to the procedures set forth in this section. Contractor shall be compensated for any and all services rendered prior to such termination date at its monthly rate set forth in Article S. 8.2 Termination by Contractor. Contractor shall have the right to terminate this Agreement upon the occurrence of any one of the following events: (a) City fails to provide fiends to be deposited in the Operating Account in accordance with Article 6 of this Agreement, and such failure shall continue for a period of thirty (30) days after written notice by Contractor requesting that such funds be so provided; or (b) City fails to keep, observe, or perform any other material covenant, agreement, term, or provision of this Agreement to be kept, observed or performed by City, and such default continues for a period of thirty(30) days after notice of such default by Contractor to City; or (i) City applies for or consents to the appointment of a receiver, trustee or liquidator of City or of all or a substantial part of its assets; (ii) City files a voluntary petition in bankruptcy or commences a proceeding seeking reorganization, liquidation, or an arrangement with creditors; (iii) City files an answer admitting the material allegations of a bankruptcy petition, reorganization proceeding, or insolvency proceeding filed against City; (iv) City admits in writing its inability to pay its debts as they come due; (v) City makes a general assignment for the benefit of creditors; or (vi) an order, judgment or decree is entered by a court of competent jurisdiction, on the application of a creditor, adjudicating City a bankrupt or insolvent or approving a petition seeking reorganization of City or appointing a receiver, trustee or liquidator of City or of all or a substantial part of the assets of City, and such order, judgment or decree continues unstayed and in effect for any period of sixty (60) consecutive days; Contractor's right to terminate this Agreement pursuant to this Section shall be exercised upon written notice to City given at any time after the applicable grace period has expired, Contractor's termination notice shall specify the effective date of such termination. which date shall not be less than thirty (30) days or more than sixty (60) days after the date of Contractor's termination notice. 8.3 Curing Defaults. Any default by Contractor or City under the provisions of Article 8,as the case may be,which is susceptible of being cured shall not constitute a basis for termination of this Agreement if the nature of such default shall not permit it to be cured within the grace period -21- allotted;provided that within such grace period the alleged party in default shall have given notice of its intent to cure, has commenced to cure such default, and is proceeding to complete the cure in good faith and with reasonable diligence. 8.4 Effect of Termination. In the event the defaulting party fails to cure any default of this Agreement within the applicable cure period,the other party may terminate this Agreement upon ten (10) days' written notice to the defaulting party (unless the default is stated to be not curable, in which case no such prior written notice shall be required. If City terminates this Agreement pursuant to this Section or pursuant to any other provision of this Agreement,or if this Agreement terminates by its terms, City shall have the following rights: • to take sole possession of the Operating Bank Account; • to take sole possession of all Facilities, including all equipment and materials; • to take assignment of any licenses, leases, contracts and other agreements; * to pursue any and all other appropriate civil and criminal remedies; • to collect from Contractor any and all monies owing City under this Agreement through the date of termination; • to take any and all other reasonable actions to facilitate the transition of management of the Golf Course from Contractor to City or City's designee; and • Termination by the City pursuant to this section shall in no way relieve Contractor's obligation to defend and indemnify the City, as set forth in section Article 4. If Contractor terminates this Agreement pursuant to this Section, Contractor shall have the right to collect from City any and all monies owing Contractor under this Agreement. Regardless of who terminates this Agreement, upon any such termination Contractor agrees to reasonably cooperate, but without material cost to Contractor, with City in connection with any all of the foregoing termination rights and also the termination procedures set forth in Article 8 in order to ensure a smooth management transition. Upon termination of this Agreement: • Contractor shall deliver to City all records and information related to tournaments, banquets and other events booked at the Golf Course for the Contract Transition Period or any time thereafter. * Contractor shall deliver to City current copies of all contracts, permits and licenses affecting Golf Course operations, including without limitation, leases for golf carts and other Golf Course equipment. • All real and personal property that is currently located at the Golf Course, together with any real or personal property purchased or leased in accordance with the Direct Cost Budget or otherwise with City funds is and shall remain the property of City. Contractor shall transfer possession of the Golf Course, Facilities,Furnishings and Equipment, supplies, software, databases, books, records and materials purchased, prepared or maintained under this Agreement to City or as City shall direct. * Contractor shall transfer all keys, convey all alarm codes and vacate the Golf Course. -22- Contractor shall assign to City and City shall assume Contractor's obligations and shall defend and indemnify Contractor for obligations arising or accruing after such assumption under any loans and leases incurred or entered into by Contractor with respect to Furnishings and Equipment or supplies then in use at the Golf Course,provided that the following conditions are met unless waived by City: (i) Contractor shall have delivered to City written documentation acceptable to CITY showing that Contractor has fully performed its obligations under such loans and leases through the date City assumes such obligations, and (ii) with respect to any agreements in excess of one year or whose term extended beyond the expiration date of this Agreement, City shall have given its written approval to the agreement. • Contractor shall cooperate with City to ensure that City receives the benefit of its termination rights set forth in Article 8. 8.5 Remedies Cumulative. Neither the right of termination, nor the right to sue for damages, nor any other remedy available to a party under this Agreement shall be exclusive of any other remedy given under this Agreement or now or hereafter existing at law or in equity. In the event of Contractor's default as described in Section 8.1, if Contractor fails to cure the default by the date specified, City may elect to undertake the work that Contractor has failed to do or any work necessary or appropriate to diligently maintain the Golf Course. Should City elect to undertake such work, it shall serve Contractor written notice of its intent to enter the Premises and the exact nature of the work or correction it intends to perform. Contractor may void the notice by performing the work set forth in the City's notice and receiving City approval of said work.The performance of the foregoing work by City shall be at the sole expense of the Contractor and shall not be include as a Direct Cost. If City undertakes work pursuant to these procedures, City shall make a demand upon Contractor for payment of its costs. If Contractor failed to pay the costs incurred by City within thirty (30) days of the date the demand is made, City may bring legal action to collect the sums due and/or may deduct such costs from the Fixed Management Fee and Incentive Management Fee otherwise payable to Contractor. If legal action is necessary or appropriate to collect the amounts expended by City, Contractor shall pay City's attorney's fees and costs, court costs, and staff costs together from the date which is thirty(30) days of the date the demand is made. 8.6 Indemnification re Future Business. City shall indemnify and hold harmless Contractor and its officers, directors, and employees from all costs, expenses, claims, damages, and liabilities arising or resulting from the failure of City following the expiration or earlier termination (for whatever cause) of this Agreement to provide any of the services contracted for under this Agreement (or contracted for prior to the Commencement Date) relating to the management and operation of the Facility, which services are to be provided after the expiration or termination of this Agreement, including without limitation tournaments, banquets, meetings, and other group functions to be held at the Facility. ARTICLE 9 -TITLE MATTERS;ASSIGNMENT; SUBLETTING 9.1 Title to Facility. City covenants that, subject to the terms and conditions of this Article 9, throughout the term of this Agreement it will maintain full ownership interest in the -23- portions of the Facility owned by the City and will maintain a full leasehold interest in the portions of the Facility owned by the District, and good title to the Furnishings and Equipment and all other personal property necessary for the operation and maintenance of the Facility. 9.2 Assignment/Subcontracting. . Contractor acknowledges that City is entering into this Agreement in reliance on the unique skill and experience of Contractor and its employees. Contractor shall not subcontract or assign all or any part of its right or obligations under this Agreement, unless approved in writing by the Parks Director. Any change in the control of Contractor, including, without limitation, any transfer or acquisition of a controlling percentage of Contractor's equity or stock, shall constitute an assignment for purposes of this Agreement. 9.3 Prohibited Assignments. The Parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience, and competence of Contractor. Except as provided in this Section,neither party shall assign this Agreement without the prior written consent of the other party. Any such purported assignment,transfer,encumbrance, pledge, sub-use, or permission given without such consent shall be void as to City. Said consent shall not be unreasonably withheld, conditioned, or delayed. It is understood and agreed that any consent granted by a party to any such assignment shall not be deemed a waiver of any consent required under this Section as to any future assignment. 9.3.1 Permitted Assignment by Contractor. Contractor shall have the right, without the consent of City,to assign this Agreement to any Affiliate of Contractor or in connection with the sale of all or a substantial portion of Contractor's assets provided that the key personnel at the Facility remains substantially intact. 9.3.2 Permitted Assignment by City. In connection with the sale or transfer of the Facility by City, City shall have the right, without the consent of Contractor, to assign this Agreement provided that the purchaser expressly assumes all of City's obligations hereunder. 9.3.3 Remedies. Any assignment by either party of this Agreement in violation of the provisions of this Sectionn shall be null and void and shall result in a termination of this Agreement. In addition to any other remedies available to the parties,the provisions of this Section 9.2 shall be enforceable by injunctive proceeding or by a suit for specific performance. 9.4 Successors and Assigns. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties and their respective heirs, legal representatives, successors, and assigns. 9.5 Subcontracting. Except for those subcontractors set forth in the Scope of Services, if any, Contractor shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the City Manager or their designee. Contractor shall be frilly responsible to City for all acts and omissions of any approved subcontractor. Nothing in this Agreement shall create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between the subcontractor and City pursuant to this Agreement. _24_ ARTICLE 10 - DAMAGE OR DESTRUCTION; EMINENT DOMAIN 10.1 Damage or Destruction. Should the Facility be destroyed or substantially damaged by fire, flood or other casualty, City, by written notice to Contractor given within sixty (60)days following the occurrence of such event,shall have the right to terminate this Agreement, and in such event neither party shall have any further obligation to the other party under this Agreement, except with respect to liabilities accruing, or based upon events occurring,prior to the effective date of such termination. For the purpose of this Section, the Facility shall be deemed to have been substantially damaged if,in the reasonable opinion of City,frill and productive economic use of the Facility cannot be made and the estimated length of time required to restore the Facility substantially to its condition and character just prior to the occurrence of such casualty shall be in excess of six(6)months. If this Agreement is not terminated in the event of damage to the Facility because the damage does not amount to substantial damage as described above, then City shall proceed with all due diligence to commence and complete restoration of the Facility to its condition and character just prior to the occurrence of such casualty. ARTICLE 11 - CAPITAL IMPROVEMENTS 11.1 Capital Improvements. Any Major Capital Improvement performed by independent contractors in excess of$25,000 shall be subject to California prevailing wage law, codified at California Labor Code Section 1782, et seq., as it may be amended from time to time. Any Major Capital Improvement project in excess of$25,000 shall be administered by City in accordance with City's procurement ordinances, City's processes and procedures, and all applicable local,state,and/or federal laws, Contractor shall have no authority to enter into separate agreements with independent contractors for Major Capital Improvements (regardless of project cost). However,in the event City desires Contractor to become involved in any capacity in a Major Capital Improvement project(regardless of project cost), City shall notify Contractor in writing of its intent to utilize Contractor's services as set forth in Section 3.6 of this Agreement. Any non-Major Capital Improvement performed by independent contractors in excess of $15,000 shall be subject to California prevailing wage law, codified at California Labor Code Section 1782, et seq., as it may be amended from time to time. Any non-Major Capital Improvement project in excess of$15,000 shall be administered by City in accordance with City's procurement ordinances, City's processes and procedures, and all applicable local, state, and/or federal state laws. Contractor shall have no authority to enter into separate agreements with independent contractors for non-Major Capital Improvements (regardless of project cost). However, in the event City desires Contractor to become involved in any capacity in a non-Major Capital Improvement project(regardless of project cost), City shall notify Contractor in writing of its intent to utilize Contractor's services as set forth in Section 3.6 of this Agreement. Notwithstanding the above, Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws''), which require the payment of prevailing wage rates and the performance of other requirements on"public works" and"maintenance"projects. If the services being performed are part of an applicable "public works" or `maintenance" project, as defined by the Prevailing Wage Laws, Contractor agrees to fully comply with such applicable -25- Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. ARTICLE 12 - GENERAL PROVISIONS 12.1 Purchases by Contractor. Contractor shall use reasonable efforts to obtain the optimum combination of quality, price, and terms for all purchases for the Facility utilizing its extensive contacts and experience in purchasing golf course related items. Contractor shall not be entitled to any additional compensation for this undertaking other than as set forth herein. In connection with any purchases made by Contractor or an Affiliate of Contractor for the account of City, it is understood that Contractor or such Affiliate may perform services as a representative of the manufacturer to secure the benefits of lower costs, and that any resulting savings shall be passed on to City, including representatives' fees. In addition, all trade discounts, rebates, and refunds pertaining directly to purchases for the Facility (but excluding refunds and rebates received by Contractor in connection with purchasing or leasing related to all Other Contractor Facilities) shall accrue to the benefit of City. 12.2 Purchases from Contractor Affiliates. If any purchases of goods or services for the Facility are made from or through an Affiliate of Contractor,the charges to the Facility for such goods or services shall be on the same terms as those made to Other Contractor Facilities, and such charges shall not exceed the market prices for such goods and services. Contractor shall disclose to City the prices paid by its Affiliates for any such goods and services. 12.3 Notices. All notices and communications pursuant to this Agreement shall be addressed as set forth below or as either party may hereafter designate by written notice and may be delivered by any one of the following methods: (a)by personal delivery; (b)by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid to the addresses stated below;or(c) by deposit with an overnight express delivery service. Such notices and communications shall be deemed effective when actually delivered. CITY: City Clerk City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, CA 92701 Parks and Recreation Department City of Santa Ana 20 Civic Center Plaza Santa Ana. CA 92701 -26- CONTRACTOR: Santa Ana Golf, LLC CourseCo, Inc. 5341 Old Redwood Hwy, Suite 201 Petaluma, CA 94952 Attention: Michael Sharp (707) 763-0335 Each party shall have the right to designate a different address within the United States of America by the giving of notice in conformity. 12.4 Attachments. This Agreement includes the following, which are attached hereto and made a part hereof: Exhibit A—Facility Map Exhibit B—Standards of Maintenance and Other Responsibilities of Contractor Exhibit C—Insurance Requirements 12.5 No Partnership or Joint Venture. Nothing contained in this Agreement shall be construed to be or create a partnership or joint venture between City and its successors and assigns, on the one part, and Contractor and its successors and assigns, on the other part. 12.6 Modification and Changes. This Agreement may be amended or modified in writing approved as to form by the City Attorney and any such amendment shall be properly executed by both parties. 12.7 Compliance with all Laws. In performing the Services, Contractor shall, as an Operating Expense, comply with all statutes, ordinances, regulations, and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition,all work prepared by Contractor shall conform to applicable local, county, state and federal laws, rules, regulations, and permit requirements and be subject to approval of the City Manager or their designee. Before providing any services under this Agreement, Contractor shall, as an Operating Expense of the Facility, obtain and maintain any certificates, licenses and permits which may be required to permit Contractor to do business in the City, including the City of Santa Ana. For clarity and the avoidance of doubt, nothing in this section shall require Contractor to expend its own funds to obtain all necessary licenses, permits and certificates required for the operation of the Facility and the business conducted at the Facility, the costs of which will be an Operating Expense of the Facility. 12.8 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Exhibits or any other attachments attached hereto, the terms of this Agreement shall govern. -27- 12.9 Conflicts of Interest. The Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which: (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement; and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Contractor shall conform to all requirements of the Act. .Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnity and hold harmless City for any and claims for damages resulting from Contractor's violation of this Section. 1210 Understandings and Agreements. This Agreement and the Exhibits hereto, constitutes all of the understandings and agreements of whatever nature or kind existing between the parties with respect to Contractor's management and operation of the Facility. No agreement, statement or promises made by either Contractor or City which is not contained herein, shall be valid or binding. No prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose. 12.11 Interpretation. Each Party acknowledges that he/she/it has had the benefit of advice of competent legal counsel with respect to its decision to enter into this Agreement. The provisions of this Agreement shall be interpreted to give effect to their fair meaning and shall be construed as prepared by both Parties. 12.12 Headings. The Article, Section and Subsection headings contained in this Agreement are for convenience and reference only and are not intended to define, limit,or describe the scope or intent of any provision of this Agreement. 12.13 Consents. Each party agrees that it will not unreasonably withhold any consent or approval requested by the other party pursuant to the terms of the Agreement, and that any such consent or approval shall not be unreasonably delayed or qualified. Similarly, each party agrees that any provision of this Agreement which permits such party to make requests of the other party shall not be construed to permit the making of unreasonable requests. 12.14 Survival of Covenants. Any covenant,term,or provision of this Agreement which in order to be effective must survive the termination of this Agreement shall survive any such termination. 12.15 Third Parties. None of the obligations under this Agreement of either party shall run to or be enforceable by any party other than the party to this Agreement or by a party deriving rights under this Agreement as a result of an assignment permitted pursuant to the terms of this Agreement. 12.16 Waivers. No failure by Contractor or City to insist upon the strict performance of any covenant, agreement, term, or condition of this Agreement or to exercise any right or remedy consequent upon the breach of this Agreement shall constitute a waiver of any such breach or any subsequent breach of the same covenant, agreement, term or condition. No covenant, agreement, term or condition of this Agreement and no breach of this Agreement shall be waived, altered, or -28- modified except by a written instrument. A waiver of any breach of this Agreement shall only affect this Agreement to the extent of the specific waiver, and all covenants, agreements, terms, and conditions of this Agreement shall continue in full force and effect. 12.17 Applicable Law. This Agreement shall be construed and interpreted in accordance with, and shall be governed by, the laws of the State of California and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 12.18 ing Drafter. City and Contractor acknowledge and agree oPresu_m_pt�on_Regarding that the terms and provisions of this Agreement have been negotiated and discussed between City and Contractor, and that this Agreement reflects their mutual agreement regarding the subject matter of this Agreement. Because of the nature of such negotiations and discussions, it would be inappropriate to deem either City or Contractor to be the drafter of this Agreement, and therefore no presumption for or against the drafter shall be applicable in interpreting or enforcing this Agreement. 12.19 Enforceabilitv of Any Provision. If any term, condition, covenant, or obligation of this Agreement shall be determined to be unenforceable, invalid, or void, such determination shall not affect, impair, invalidate, or render unenforceable any other term, condition, covenant, or obligation of this Agreement, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 12.20 Remedies Cumulative. The remedies given to City and Contractor herein shall be cumulative and are given without impairing any other rights given City or Contractor by statute or law now existing or hereafter enacted and the exercise of any one(1)remedy by City or Contractor shall not exclude the exercise of any other remedy. 12.21 Discrimination. Contractor agrees not to discriminate against any person or class of persons by reason of sex, color, race, creed, religion,marital status, handicap, ancestry,national origin, or other prohibited basis in its provisions of Services or hiring of subcontractors or employees. To the extent this Agreement provides that Contractor offers accommodations or services to the public,such accommodations or services shall be offered by Contractor to the public on fair and reasonable terms. 12.22 United States Currency. All amounts payable pursuant to this Agreement shall be paid in lawful money of the United States of America. 12.23 Counterparts, This Agreement and any amendment may be executed in counterparts, and upon all counterparts being so executed each such counterpart shall be considered as an original of this Agreement or any amendment and all counterparts shall be considered together as one agreement. 12.24 Attorneys' Fees. In the event of a dispute involving the non-performance by a party hereto of its obligations under this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and all other expenses reasonably incurred in connection with such dispute,whether or not litigation is commenced, in addition to all other relief to which the party is -29- entitled. If the successful party recovers judgment in any legal action or proceeding,the attorneys' fees and all other expenses of litigation shall be included in and made a part of any such judgment. 12.25 Gender and Number. Whenever appropriate in this Agreement,the singular shall be deemed to refer to the plural and the plural to the singular, and pronouns of certain gender shall be deemed to include either of both of the other genders. 12.26 Further Assurance. City and Contractor agree that at any time or from time to time after the execution of this Agreement, each shall, upon the request of the other, execute and deliver such further documents and. do such further acts and things as such party may reasonably request in order to frilly effect the purpose of this Agreement. 12.27 Waiver of Jury Trial. The parties hereby waive trial by jury and any action, proceeding, or counterclaim brought by either of the parties hereto on any matter whatsoever arising out of or in any way connected with this Agreement. 12.28 Authority. Each individual executing this Agreement on behalf of a corporation, nonprofit corporation, partnership or other entity or organization, represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of such entity or organization and that this Agreement is binding upon the same in accordance with its terns. Contractor shall, at City's request, deliver a certified copy of its governing board's resolution or certificate authorizing or evidencing such execution. 12.29 Effective Date. This Agreement shall be effective on the date on which this Agreement is executed by City ("Effective Date"). [signatures appear on following page] -30- SIGNATURE PAGE TO MANAGEMENT AGREEMENT BETWEEN THE CITY OF SANTAANAAND SANTAANA GOLF, LLC FOR RIVER VIEW GOLF COURSE IN WITNESS WHEREOF,the parties have executed this Agreement the day and year first above written, ATTEST: C4OFNTIA ANA s.H r� v ti i er . all e``" Alvaro Nunez City C1 rk City Manager APPROVED AS TO FORM: SANTA ANA GOLF, LLC: SONIA R. CARVALHO City Attorney fanathan T, i�iartirfe' By: Assistant City Attorney Title: Ac RECOMMENDED FOR APPROVAL: Hawk Scott Executive Director of Parks, Recreation and Community Services Agency 9 -31- 1 EXHIBIT A Facility Maps w ' V� + � C•♦i � �� Y _ _ CA �aw� �... .I s 0,7am1 ,� "mil `�+i-i -�> �-• ! � r Y r^+ ,9 t sr2+1 � �i 4: r" `„�� - r: y"i �,jt ft •tip;• � •- � !r� !. 1 •� 'tip' � ! •� "4 ik i� y#� � ,A • IMK�+L. t 1: •: ,w 'rv� i r db lot E3ft " a to w r, - - r -r � / r•r • • • • i •r• a i y ;t t IR �ii. 7f�RtP3 R, +,ry war h•.3ri%ax ��i - !`� It. -� �w. �t � - � A�'+ �~ ��N� fie. pb a' «,.,si. •�� IL AP lie, IL 0 IV blow J4, �;u iias} C�. •. Iti uyi� ti } •� '�' ,�' • •. + -fit �,a � r �• �a .4' . ++r Cam" i • ♦ d tr r EXHIBIT B Standards of Maintenance and Other Responsibilities of Contractor I. Maintenance Responsibilities. Contractor shall undertake the following maintenance responsibilities in connection with its management of the Facility under the terms of this Agreement: a) Contracts. Enter into such contracts for the furnishing of utilities and maintenance, and other services to the Facility in Contractor's name, provided however that (i) any such contract which is for a term greater than twelve (12) months and for an aggregate cost in excess of five thousand dollars ($5,000.00) and is not otherwise approved via the Annual Budget Plan shall be approved in advance by City, and(ii) in the event of a termination of this Agreement for any reason, City or City's designee shall assume any such contracts which are then in effect and unexpired at the time of such termination and indemnity and hold harmless Contractor from and against any additional obligations thereunder which may have accrued after termination of this Agreement; b) Repairs and Improvements. Make all repairs, decorations, revisions, alterations, and improvements to the Facility as shall be reasonably necessary for maintenance of the Facility in good and sanitary order, condition and repair; c) Operating Expenses. Incur such expenses, as Operating Expenses of the Project, as shall be necessary for the operation and maintenance of the Facility to the quality standards contemplated by this Agreement and the Annual Budget Flans, including without limitation incurring lease expenses for Furnishings and Equipment and costs for Operating Inventory; expenses for insurance premiums in accordance with insurance coverage required hereunder, and payment of attorneys'fees and other costs of legal compliance and/or legal settlement as approved by City's Contract Administrator in advance; d) Inventory. Maintain a level of Operating Inventory necessary to satisfy the quality standards contemplated by this Agreement and the Annual Budget Plans and to supply the needs of the Facility and its customers; e) Facilities Maintenance Services. At all times, as a Direct Cost, Contractor shall maintain and operate the Facility, including cafe restrooms, on-course restrooms and cart barn and all other facilities and services offered. Contractor shall keep all fixtures, furnishings and equipment within the facilities clean,neat,safe,and sanitary,in good order and in a manner. Contractor shall maintain and operate the facilities reasonably in accordance with the highest standards of cleanliness and shall keep clean and free from rubbish. Contractor shall, during the term of this Agreement maintain and keep in good order, condition and. repair the interior nonstructural portions of the facilities, including, but not limited to, the following: the interior surface of exterior walls; all windows, doors, door frames, and door closures; all plate glass, storefronts and showcases; all carpeting and other floor covering; HVAC, all electrical systems, and equipment;the grease trap; and all interior plumbing and sprinkler systems, doors, door locks, plate glass, display windows, window casements, exterior restaurant light fixtures,light bulbs,ballast transformers and electrical panel if any, installed therein. Contractor expressly agrees that the use of roof areas shall be limited to ingress for maintenance purposes only,and that said roof areas shall not be used for storage of inventory or for any other use. All reasonable costs associated with cleaning and maintenance of the facilities in accordance with this Agreement shall be Direct Costs. Contractor agrees to enter into preventative and regular maintenance contracts, with providers approved by the City Representative, for services to include, but not be limited to,pest control, refrigeration,window cleaning, carpet cleaning,hood cleaning, and grease trap.All costs associated with these service contracts shall be Direct Costs.The Contractor shall inspect the perimeter fencing, gates, and netting weekly and make any repairs immediately. The Contractor shall be responsible for opening and closing the gates leading to the golf course. f) Grounds Maintenance Services. At all times, as a Direct Cost, Contractor shall maintain and operate the Golf Course during the entire term of this agreement. Contractor shall provide grounds maintenance services to the Golf Course as set forth in the Minimum Grounds Maintenance Standards set forth in the attached Exhibit B, including, but not limited to, the obligation to mow, edge, trim, overseed, fertilize, aerate, sod, change cups, service tees, top-dress, raise divots, rake traps, spray, spot irrigate, syringe and renovate turf and shrub areas, as well as to provide weed, disease and pest control, litter control and rubbish removal, parking lot sweeping, tree maintenance, maintenance of irrigation systems including mainlines,pumps,boosters and controllers,to keep swales in good repair and to provide the necessary and appropriate maintenance of any appurtenant structures and equipment, and to maintain the lakes Contractor shall replace or change any supplies, materials, or procedures used by Contractor that are found reasonably objectionable by the CITY Representative, within 5 days' notice after receipt of the CITY Representative's written request for such replacement or change. Contractor shall comply with all applicable local, state and federal clean water regulatory requirements, including but not limited to all federal EPA and National Pollutant Discharge Elimination System requirements. g) Chemical Herbicides and Pesticides. Contractor shall ensure that employees are trained and knowledgeable about best management practices for using fertilizers, herbicides and pesticides to prevent any Hazardous Materials release and how to handle any such accidental release. Contractor shall obtain any required federal, state or local pesticide applicator licensing,permits and submit any required reports related to the use of permitted biocides, defoliants, chemical fertilizers, pesticides, herbicides or other agrichemicals. Contractor to apply for a Restricted Materials Permit from Orange County. h) Trees and Other Plant Materials. Contractor shall maintain all trees and other plant materials on the Golf Course in a manner equal to or better than other golf courses in California with comparable green fees during the entire term of this agreement. All pruning and removal shall comply with the Santa Ana Municipal Code, with all removals approved by City Representative prior to commencement. i) Parking Lot Maintenance Services. Contractor shall keep all parking lots on the Facility in a clean and good condition, and shall provide normal (non-capital) parking lot maintenance services.All reasonable costs of such parking lot maintenance will be Direct Costs. j) Equipment, Supplies and Materials. Contractor shall procure and maintain (as a Direct Cost) all necessary and appropriate equipment, supplies and materials of good quality and in sufficient number to fulfill the maintenance requirements of this Agreement, but expenditures shall not exceed the amounts allocated in the Direct Cost Budget without the prior consent of the CITY Representative. The required equipment, supplies and materials shall include, but not be limited to: • All equipment necessary and appropriate to operate the Golf Course; • All necessary and appropriate gas, oil,maintenance and operating supplies,and spare and replacement parts for all equipment used at the Golf Course; • All necessary and appropriate topdressing, seed, fertilizers, pesticides, fungicides, insecticides and herbicides for maintenance of the Golf Course and other landscaped areas on the Golf Course and in compliance with Section 3.05; • Parts, supplies and equipment necessary for the repair and maintenance of all Golf Course irrigation systems; • Tee towels, soaps, ball washers, putting green cups and flags, benches, trap rakes, tee markers, tee mats, trash receptacles, trash receptacle liners, cleat brushes, distance markers on sprinkler heads and all other pertinent golf course equipment; • Materials for the installation and maintenance of French drains; • Sand for traps on an as-needed basis; and s Procurement of all necessary retail and concession inventory and consumable supplies such as janitorial cleaning supplies, paper products, soap, etc. In the event that Contractor desires to use City owned equipment it shall lease such equipment from CITY at a nominal fee of$1.40 per year. City will provide said lease to Contractor at the commencement of each year of this Agreement. Existing employees.To the extent reasonably possible, Contract shall offer employment at the Golf Course to all employees employed prior to the effective date of this agreement k) Driving Range. Contractor shall operate and manage all driving range operations, and procure and maintain all equipment and facilities necessary and appropriate to meet the goal set forth in Section 3.1. Driving range balls shall be of high quality and flight limited, and all cracked and warn range balls shall be removed in a timely manner. Driving range mats and teaching areas to be maintained to very high standard and replaced when needed. 1) Solid Waste Management & Recycling. To ensure full compliance with California Senate Bill (SB) 1383 regulations, the facility shall operate in full accordance with the organic waste generator, recycling requirements and food recovery mandates set forth in 14 CCR Division 7, Chapter 12 Short-Lived Climate Pollutants (SB 1383) and Chapter 16 Garage, Trash, and Weeds of the City's Municipal:Code. Contractor shall be responsible for the proper handling,collection,storage,and segregation of all solid waste, organic waste and recyclable materials generated by the operation of the Golf Course, including but not limited to waste from clubhouse and administrative offices, food and beverage operations, maintenance facilities and restrooms, on-course trash receptacles, special events, tournaments, or outings. Contractor shall ensure that waste is placed in approved containers for collection and is managed in a manner that maintains cleanliness and safety. Contractor shall not dispose of solid waste outside of designated containers nor dispose of hazardous waste except in compliance with applicable law and City guidelines. Contractor shall promptly notify the City of any issues with collection, overflow, or missed pickups. Contractor shall keep City's property free from undue accumulation of waste and rubbish caused by Contractor's performance of the Services, and Contractor shall remove all debris resulting from the work on City's property at the end of each day's work. Contractor shall limit its storage of materials and equipment on City's property to areas designated by City. City reserves the right to inspect waste handling practices at reasonable times. Contractor shall promptly correct any deficiencies identified by City or a regulatory authority. II. Other Responsibilities. Contractor shall undertake the following responsibilities in connection with its management of the Facility under the terms of this Agreement: a) Licenses and Permits. Apply for, and use its commercially reasonable best efforts to obtain and maintain, all licenses and permits reasonably required by City(or by applicable Legal Requirements, as defined herein) in connection with the operation and management of the Facility in the Contractor's name or in the name of an Affiliate of Contractor; and City agrees to execute any and all applications and such other documents as shall be reasonably required and to otherwise cooperate, in all reasonable respects, with Contractor in the application for, and obtaining and maintenance of, such licenses and permits; and Contractor agrees that it shall maintain a City of Santa Ana business license during the Term of this Agreement; b) Insurance and Legal Requirements. Use best efforts to do, or cause to be done, all such acts and things in and about the Facility as shall be reasonably necessary to comply with all Insurance requirements and Legal Requirements, and to discharge any lien, encumbrance, or other charge on the Facility; including, with City's prior written consent, hiring legal representation and paying attorneys' fees, as an Operating Expense of the Facility, as necessary to comply with any Legal Requirements and defend the Facility against legal claims and pay all Impositions and insurance premiums when due, if City requests in writing that Contractor assume responsibility on City's behalf for the payment of such Impositions and insurance premiums; c) Accounting. Maintain a method of accounting in accordance with generally accepted accounting principles consistently applied ("GAAP") which accurately reflects the Gross Revenues and Operating Expenses and disbursements of Contractor in connection with the Facility's operations. d) Golf Professional Services. Provide golf starter services; sell and rent golf equipment; sell golf-related clothing and supplies;provide instructional services in the playing of golf; rent golf carts; and operate the driving range. e) Pro Shop and Merchandise. The Pro Shop shall be open during the normal operating hours of the golf course as provided in the Golf Course Manual. • Inventory. Contractor shall procure and maintain in the Pro Shop such inventory of golf merchandise as reasonably necessary or appropriate to adequately meet public demand.and consistent with the goal in Section 3.L Contractor shall receive approval from City before increasing inventory levels to $40,000 or over in any given month. Mark Down of Merchandise. Merchandise that can reasonably be classified as "stale" or "unsellable" may be marked down. After six (6) months, if Contractor reasonably determines that any aged merchandise in the Pro Shop cannot be sold or should not be sold because of the reputation or image of the Pro Shop,then Contractor may sell the merchandise to third parties at less than cost and include the payment for the merchandise in the Golf Revenues. Contractor may not sell or transfer Pro Shop merchandise to any entity owned or operated by an affiliate of Contractor without prior written City Representative approval. f) Golf Instruction. Contractor shall provide for golf instruction by qualified instnictors supervised by the Golf Professional. All instructors shall be PGA or LPGA Class A golf professionals or apprentices, unless otherwise approved by The City Representative. All golf instructors shall be employees of Contractor or independent contractors with agreements directly with the Contractor,unless Contractor proposes an alternative plan that is approved by the City Representative. Contractor shall cause all golf instructors to comply with the rules and regulations consistent with the goal in Section 3.1. It is expected that the Golf Professional and instructors will provide tips and mini-lessons at no cost to golfers as appropriate. i. Availability. There shall be a PGA or LPGA Class A golf professional or apprentice available on the Premises to answer questions and address customer concerns. ii. City Recreation Classes. The Contractor shall work in conjunction with the City Representative to provide services for City golf programs at the driving range,putting greens and Course. iii. Junior Golf Programs. As provided in the Golf Course Manual, City shall encourage and facilitate junior golf programs. g) Golf Carts. Subject to the Existing Golf Cart Lease (defined below), Contractor shall procure by lease on behalf of City and maintain in good condition powcr-driven golf carts in sufficient numbers to reasonably meet the public demand. City shall increase or decrease the applicable annual budget line items reasonably to account for resulting increased or decreased direct costs. Prior to procuring golf carts, Contractor shall give the City Representative information identifying the type of golf cart, features of golf carts, and proposed lease terms and shall obtain City Representative approval. The golf cart lease shall provide that it is assignable to City should this Agreement terminate for any reason. Contractor shall lease golf carts in accordance with the City Representative's approval. Contractor may prohibit the use of golf carts on the Golf Course whenever weather conditions expose the user to danger or the Golf Course to damage.Contractor shall employ an on-site mechanic who is able to repair and maintain golf carts. If any golf cart is damaged and/or rendered a total loss through the negligence or willful misconduct of Contractor, its agents, employees, subcontractors, or its assigns, then Contractor shall be responsible for 100% of the repair costs (parts and labor) or replacement costs for any such golf cart. h) Special Events. Contractor shall use reasonable efforts to obtain and maintain appropriate exposure for and usage of the Golf Course, including without limitation, as appropriate, conducting golf tournaments, clinics, exhibitions and other special events. Contractor will hold a minimum of three (3) community events annually provided at no cost to the public. i) Technology Systems. Contractor, as a Direct Cost, shall procure and maintain telephones, wiring, computers, software, data circuits, voice circuits, Internet circuits, security cameras, and all equipment necessary and appropriate to operate and support telephone communications to and within the Golf Course, automated tee sheet and starter functions, Point-of-Sale for all Pro Shop operations, Social Media and a website which provides public; on-line access to golf reservations. Contractor shall use such systems to market, record all Golf Course and Pro Shop, retain customer and sales transaction data and produce all documents and reports necessary to effectively operate the Golf Course and comply with CITY's reporting and auditing requirements.Technology systems shall satisfy CITY's and other government requirements for security and internal controls, including but not limited to, security of credit card and other customer data. j} Security of Data. Contractor shall notify CITY immediately upon any known or suspected loss,theft or disclosure of CITY data, including but not limited to loss of customer personal or credit data. k) Golf Course Manual. Contractor shall establish and maintain a Golf Course Manual that establishes expectations, uniform rules, procedures and operating policies for the City's Municipal Golf Course and Facility. The Golf Course Manual will establish requirements for the maintenance of the Golf Course in alignment with City standards. The Contractor shall operate the golf operations in accordance with the requirements of the Golf Course Manual. The Contractor shall maintain the Golf Course in accordance with the requirements of the Maintenance Standards and other requirements outlined in the Golf Course Manual. Contractor shall submit to the City on an annual basis at least sixty (60) days in advance of each Operating Year an updated Golf Course Manual (except for the first Operating Year for which the initial Golf Course Manual shall be submitted thirty(30) days prior to the Commencement Date). The initial Golf Course Manual and all subsequent Golf Course Manuals shall be subject to City's final approval. EXHIBIT C Insurance Requirements Insurance Requirements Contractor shall procure and maintain for the duration of the agreement, the following insurance coverages: MINIMUM SCOPE AND LIMIT OF INSURANCE Contractor shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as: 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 $5,000,000 per occurrence and $10,000,000 aggregate, 2. Liquor Liability (LL):with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury and property damage arising from selling, serving, distributing, storing, or furnishing of any alcoholic beverage by Licensee or any of Licensee's employees, representatives, agents or subcontractors under this agreement 3. Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with combined single limits of$2,000,000. Primary and umbrella/excess policies can be combined to meet required policy limit. 4. 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, per employee, per policy for bodily injury or disease, This requirement can be waived if Contractor has no employees. 5. Pollution Legal Liability (PLL). With limits no less than $2,000,000 per occurrence or claim, and $2,000,000 policy aggregate. 6. Commercial Crime Liability Insurance: which includes, without limitation, a blanket bond for all employee dishonesty in the amount of$1,000,000 per occurrence or claim: coverage for theft, forgery or alteration, funds transfer fraud, safe burglary, counterfeit paper currency, disappearance and destruction of monies and securities in or on the Facility Premises or outside the Facility Premises in an amount no less than $35,000; and depositor's forgery in the amount of$250,000, 7. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. CGL, AL, and WC policies: 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 Contractor for City. 3. All required insurance policies: For any claims related to this contract, Contractor'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. All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Contractor'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. Each insurance policy 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. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: (Name of Department Staff Responsible for Agreement), Address of Department Responsible for Agreement, M-XX, Santa Ana, CA 92701. The name and location of event should 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. City may require Contractor 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. Contractor 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 to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor'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. Claims Made Policies. If any of the required policies provide coverage on a claims-made basis: 1. The retroactive date must be shown and must be before the date of the contract or the beginning of work. 2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Contractor must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. Subcontractors. Contractor shall require and verify that all sub-contractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from sub-contractors. 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. DATE(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 4/23/2026 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 NAME: ESPI Service Team Edgewood Partners Ins. Center PHONE FAX 10877 White Rock Road Ste 300 A/c No Ext: A/C,NO): E-MLic#0B29370 ADDRESS: espiserviceteam@epicbrokers.com Rancho Cordova CA 95670 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:Arch Specialty Insurance Company 21199 INSURED RIVEVIE1 INSURERB:Arch Insurance Company 11150 Santa Ana Golf LLC dba: River View Golf Course INsuRERc:Travelers Property Casualty Co of Amer 25674 c/o CourseCo Inc. INSURERD: HDI Global Specialty SE 1340041 5341 Old Redwood Hwy., Ste. 202 INSURERE: Hiscox Insurance Company Inc. 10200 Petaluma CA 94954 INSURERF: Homeland Insurance Company of New York 34452 COVERAGES CERTIFICATE NUMBER:994480225 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY Y Y PGPKGO020500 5/1/2026 5/1/2027 EACH OCCURRENCE $1,000,000 CLAIMS-MADE � OCCUR PREMISES DAMAGE TO PREMISES Ea occurrence) ccurrence $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY PRO ❑ JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 X OTHER: Pesticide/Herbicide $500,000 B AUTOMOBILE LIABILITY PGAUT0015300 5/1/2026 5/1/2027 COMBINED SINGLE LIMIT $1,000,000 Ea accident 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 accident C X UMBRELLALIAB X OCCUR EX5X57426626NF 1/1/2026 1/1/2027 EACH OCCURRENCE $5,000,000 D 18HX3338 1/1/2026 1/1/2027 EXCESS LAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$Nnn, 2nd Layer occ/agg $15,000,000 WORKERS COMPENSATIONTH AND EMPLOYERS'LIABILITY Y/N STATUTE ER NOT SERVICED BY ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $EPIC OFFICE R/M EMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ E Employee Dishonesty UC2566172826 5/1/2026 5/1/2027 Limit/Deductible $2,000,000/$10,000 F Pollution Liability 7930146440000 5/1/2026 5/1/2028 Limit/Deductible $2,000,000/$5,000 1st&3rdParty Included DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE: 1800 W Santa Clara Ave.,Satna Ana CA 92706. City of Santa Ana,its City Council,its officers,officials,employees,agents,and volunteers are additional insureds. Primary&Non-contributory and Waiver of Subrogation apply. APPROVED By Tu Tran Nguyen at 3:41 pm,May 05,2026 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana; Attn: Parks, Recs&Community Srvc ACCORDANCE WITH THE POLICY PROVISIONS. Agency 20 Civic Center Plaza M-23 AUTHORIZED REPRESENTATIVE Santa Ana CA 92701 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DATE(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 4/23/2026 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 NAME: ESPI Service Team Edgewood Partners Ins. Center PHONE FAX 10877 White Rock Road Ste 300 A/C No Ext: A/C,NO): E-MLic#0B29370 ADDRESS: espiserviceteam@epicbrokers.com Rancho Cordova CA 95670 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:Arch Specialty Insurance Company 21199 INSURED RIVEVIE1 INSURER B: Santa Ana Golf LLC dba: River View Golf Course INSURERC: c/o CourseCo Inc. INSURERD: 5341 Old Redwood Hwy., Ste. 202 INSURERE: Petaluma CA 94954 INSURER F COVERAGES CERTIFICATE NUMBER:1878080612 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY Y Y PGPKGO020500 5/1/2026 5/1/2027 EACH OCCURRENCE $1,000,000 CLAIMS-MADE � OCCUR PREMISES DAMAGE TO PREMISES Ea occurrence) ccurrence $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY PRO ❑ JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 X OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident L $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICE R/M EMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Golf Carts PGPKG0020500 5/1/2026 5/1/2027 Limit/Deductible $310,000/$1,000 Maint.Equipment Limit/Deductible $428,150/$1,000 80%Coinsurance Valuation Replacement Cost DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE: 1800 W Santa Clara Ave.,Santa Ana CA 92706. RE: 1800 W Santa Clara Ave.,Satna Ana CA 92706. City of Santa Ana,its City Council,its officers,officials,employees,agents,and volunteers are additional insureds. Primary&Non-contributory and Waiver of Subrogation apply. APPROVED By Tu Tran Nguyen at 3:41 pm,May 05,J2026 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; Attn: Parks, Recs&Community Srvc ACCORDANCE WITH THE POLICY PROVISIONS. Agency 20 Civic Center Plaza M-23 AUTHORIZED REPRESENTATIVE Santa Ana CA 92701 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD ACJeO® 04/24/2026 CERTIFICATE OF LIABILITY INSURANCE DATE( YYW) 26 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 y PHONE Marsh Affinity (A/C, o,Ext): 800-7435130 FAX No): a division of Marsh USA LLC. E-MAADDRIESS: ADPTatalSource@marsh.com BOX 14404 Des Moines,IA 50306-9686 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: AIU Insurance Company 19399 INSURED INSURER B: ADP TotalSource FL XVI,Inc. INSURERC: 5800 Windward Parkway INSURERD: Alpharetta,GA 30005 L/C/F: INSURER E: Santa Ana Golf,LLC INSURER F: 1800 W Santa Clara Ave Santa Ana,CA 92706 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPEOFINSURANCE ADDLSUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MM/DD/YYW) (MM/DD/YYW) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE ❑OCCUR DAMAGE TO RENTED $ PREMISES Ea occurrence MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $ POLICY PRO ELT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LAB OCCUR EACH OCCURRENCE $ EXCESSLIAB HCLAIMS-MADE AGGREGATE $ DED I RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN X STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 2,000,000 OFFICER/MEMBEA (M ndatoryinNH)EXCLUDED? NIA X WC063585217CA 04/27/2026 07/01/2026 E.L.DISEASE-EA EMPLOYEE $ 2,000,000 if yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) All worksite employees working for Santa Ana Golf,LLC paid under ADP TOTALSOURCE,INC.'s payroll, are covered under the above stated policy.See attached certificate holder notice of cancellation. Proprietor/Partner/Executive Officer/Member are not excluded as long as they are in the ADPTS payroll or have completed the SEI Participation Addendum.WAIVER OF SUBROGATION IN FAVOR OF APPROVED CERTIFICATE HOLDER AS RESPECTS OF JOB PERFORMED BY Santa Ana Golf,LLC AS REQUIRED BY WRITTEN CONTRACT.RE:Address of Event:1800 W Santa Clara Ave,Santa Ana,CA 92706 By Tu Tran Nguyen at 3:41 pm,May 05,2026 CERTIFICATE HOLDER CANCELLATION City of Santa Ana 800 W Santa Clara Ave SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Santa Ana,CA 92706 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE O ACORD 25(2016/03) @ 1988-2016 ACORD CORPOP6TION. All rights reserved. The ACORD name and logo are registered marks of ACORD BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy). This endorsement, effective 04/27/2026 12:01 AM forms a part of Policy No. WC 063585217 CA Issued to ADP TotalSource FL XVI, Inc. 5800 Windward Parkway Alpharetta, GA 30005 L/C/F: Santa Ana Golf, LLC 1800 W Santa Clara Ave Santa Ana, CA 92706 By AIU Insurance Company We have a right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization with whom you have a written contract that requires you to obtain this agreement from us, as regards any work you perform for such person or organization. The additional premium for this endorsement shall be_% of the total estimated workers compensation premium for this policy. ANY PERSON OR ORGANIZATION TO WHOM YOU BECOME OBLIGATED TO WAIVE YOUR RIGHTS OF RECOVERY AGAINST, UN DER ANY CONTRACTOR AGREEMENT YOU ENTER INTO P RIOR TO THE OCCURRENCE OF LOSS WC 04 03 61 Countersigned by ""� (Ed. 11/90) Authorized Representative THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy). This endorsement, effective 12:01 AM 04/27/2026 forms a part of Policy No. WC 063585217 CA Issued to Santa Ana Golf, LLC By AIU Insurance Company LIMITED ADVICE OF CANCELLATION TO SCHEDULED ENTITIES (WORKERS' COMPENSATION ONLY) This policy is amended as follows: In the event that the Insurer cancels this policy for any reason other than non-payment of premium, and 1. the cancellation effective date is prior to this policy's expiration date; 2. the Named Insured or, if applicable, any other employers named in Item 1 of the Information Page is under an existing contractual obligation to notify a certificate holder(s) when this policy is canceled (hereinafter, the "Certificate Holder(s)") and the Named Insured has provided the Insurer, either directly or through its broker of record, either: (a)the name of the entity shown on the certificate, a contact name at such entity and the U.S. Postal Service mailing address of each such entity; or (b) the email address of a contact at each such entity; and 3. prior to the effective date of cancellation, the Named Insured confirms to the Insurer, either directly or through its broker of record, that the persons or organizations set forth in the Schedule below, as well as their respective addresses listed, should continue to be a part of the Schedule and, if not, the names of the persons or organizations that should be deleted, the Insurer will provide advice of cancellation (the "Advice") to each such Certificate Holder(s) confirmed by the Named Insured in writing to be correctly a part of the Schedule within 10 days after the Named Insured confirms the accuracy of the Schedule below with the Insurer; provided, however, that if a specific number of days is not stated above, then the Advice will be provided to such Certificate Holder(s) as soon as reasonably practicable after the Named Insured confirms the accuracy of the Schedule below with the Insurer. Proof of the Insurer emailing the Advice, using the information provided and subsequently confirmed by the Named Insured in writing, will serve as proof that the Insurer has fully satisfied its obligations under this endorsement. This endorsement does not affect, in any way, coverage provided under this policy or the cancellation of this policy or the effective date thereof, nor shall this endorsement invest any rights in any entity not insured under this policy. The following definitions apply to this endorsement: 1. Named Insured means the first named employer in Item 1 of the Information Page of this policy. 2. Insurer means the insurance company shown in the header on the Information Page of this policy. WC 99 00 58 Page 1 of 2 (Ed. 04/11) SCHEDULE NAME OF PERSON OR ORGANIZATION E-MAIL OR U.S POSTAL SERVICE ADDRESS City of Santa Ana 800 W Santa Clara Ave Santa Ana, CA 92706 All other terms, conditions and exclusions shall remain the same. 36Ltr�'=�k it AUTHORIZED REPRESENTATIVE WC 99 00 58 Page 2 of 2 (Ed. 04111) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GOLF PREMIER GENERAL LIABILITY ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. SUPPLEMENTARY PAYMENTS—COVERAGES A AND B Under Paragraphs 1.b. and 1.d. of Supplementary Payments—Coverages A and B: 1. The limit for the cost of bail bonds is increased from $250 to $3,000. 2. The limit for loss of earnings is increased from $250 a day to $1,000 a day. B. ERRANT GOLF BALLS We will pay up to $2,500 per"occurrence", subject to a total of$15,000 in any one policy period for "property damage" to property of others caused directly from errant golf balls hit from or on your premises. These limits are included within, and not in addition to, the Each Occurrence Limit and the General Aggregate Limit shown in the Declarations. C. DAMAGE TO PREMISES RENTED TO YOU 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from fire protective sprinklers" and "fire insurance" is changed to "insurance covering the perils of fire, lightning, explosion, smoke, and leakage from fire protective sprinklers" where it appears in: a. The last paragraph of Section I — Coverages, Coverage A - Bodily Injury And Property Damage Liability in Paragraph 2. Exclusions. b. Section III—Limits Of Insurance, Paragraph 6. C. Section V—Definitions, Paragraph 9.a. d. Section IV — Commercial General Liability Conditions, Paragraph 4. Other Insurance Subparagraph b. Excess Insurance. 2. Under Section III — Limits of Insurance, Paragraph 6. is amended by the addition of the following: This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke or leakage from fire protective sprinklers or any combination thereof. D. WHO IS AN INSURED 1. Under Section II—Who Is An Insured, Paragraph 2. is deleted and replaced by the following: 06 GGL0001 00 02 25 Includes copyrighted material of Page 1 of 8 Insurance Services Office, Inc. with its permission. ©2025 Arch Insurance Group Inc. 2. Each of the following is also an insured: a. "Employees", but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business; b. "Volunteer workers", only while performing duties related to the conduct of your business; and C. "Club professionals", but only for work being performed on your behalf. For purposes of this coverage, "club professional' means a natural person engaged in the instruction or oversight of tennis, swimming, golf, fitness, spa services, personal training, event planning or any other sports and recreation activity, but only when: (1) Such instruction or oversight is provided to your members; and (2) Such instruction or oversight is conducted on your premises; and (3) The club professional has signed a written agreement with you to perform such services on your behalf. However, no "employees", "volunteer workers" or"club professionals" are insureds for: (a) "Bodily injury" or"personal and advertising injury": (i) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co- "employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other"volunteer workers"while performing duties related to the conduct of your business; (ii) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (1)(a) above; or (iii) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (a)(i) or(a)(ii) above. (b) "Property damage"to property: (i) Owned, occupied or used by, (ii) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by, you, any of your"employees", "volunteer workers", any partner or member(if you are a partnership or joint venture), or any member (if you are a limited liability company). d. Any organization and subsidiary thereof which you control and actively manage on the effective date of this policy; e. Any person or organization that has financial control of you or owns, maintains or controls premises occupied by you and requires you to name them as an additional insured but only with respect to their liability arising out of: 06 GGL0001 00 02 25 Includes copyrighted material of Page 2 of 8 Insurance Services Office, Inc. with its permission. ©2025 Arch Insurance Group Inc. (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for that person or organization. f. Any state or political subdivision subject to the following provision: This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with premises you own, rent, or control and to which this insurance applies: (1) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar exposures; or (2) The construction, erection, or removal of elevators; or (3) The ownership, maintenance, or use of any elevators covered by this insurance. However, the insurance afforded for any organization and subsidiary thereof not named in the Declarations as a Named Insured,does not apply to injury or damage with respect to which an insured under this policy is also an insured under another policy, or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. g. Your club members but only with respect to their liability for your activities or activities they perform on your behalf; h. Your trustees or members of the board of governors and your members of the board of directors while acting within the scope of their duties as such on your behalf; i. (1) Any person or organization is an insured with whom you are required to add as an additional insured to this policy by a written contract or written agreement, or permit that is: (a) Currently in effect or becoming effective during the term of this policy; and (b) Executed prior to the "bodily injury", "property damage", or "personal and advertising injury". Such person or organization is an additional insured only with respect to their liability caused by your negligent acts or omissions at or from: (i) Premises you own, rent, lease, or occupy; or (i i) Your ongoing operations performed for the additional insured at the job indicated by written contract or written agreement. (2) With respect to the insurance afforded these additional insureds, the following additional exclusions apply: 06 GGL0001 00 02 25 Includes copyrighted material of Page 3 of 8 Insurance Services Office, Inc. with its permission. ©2025 Arch Insurance Group Inc. (a) This insurance does not apply to "bodily injury" or "property damage" occurring after: (i) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the site of the covered operations has been completed; or (ii) that portion of"your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations on or at the same project. (b) This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering or failure to render any professional services by or for you, including but not limited to: (i) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and (ii) Surveyor, inspection, or engineering services. Any coverage provided under this provision shall be excess over any other valid and collectible insurance available to the Additional Insured(s) whether primary, excess, contingent or on any other basis unless a contract specifically requires that this insurance be primary or you request that it apply on a primary basis. With respect to the insureds described in Paragraphs e., f., and h. above, the following applies: (a) The insurance afforded to such insureds applies only to the extent permitted by law; and (b) If coverage provided to the insured is required by a contract or agreement, the insurance afforded to such insured will not be broader than that which you are required by the contract or agreement to provide for such insured; and (c) The following is added to Section III —Limits of Insurance: If coverage provided to these insureds is required by a contract or agreement, the most we will pay on behalf of these insureds is the amount of insurance: (i) Required by the contract or agreement; or (ii) Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. 2. Under Section II—Who Is An Insured, Paragraph 3,Subparagraph a. is deleted and replaced by the following: (a) Coverage under this provision is, subject to the following: 06 GGL0001 00 02 25 Includes copyrighted material of Page 4 of 8 Insurance Services Office, Inc. with its permission. ©2025 Arch Insurance Group Inc. (1) Effective on the acquisition or formation date; and (2) Afforded only until the end of the policy period. E. KNOWLEDGE OR NOTICE OF OCCURRENCE 1. As respects any loss reporting requirements under this policy, it is understood and agreed that knowledge of an "occurrence" by an agent, servant or"employee"of yours or any other person shall not in itself constitute knowledge by you, unless an "executive officer" or other persons employed in a managerial capacity shall have received notice from said agent, servant, employee or any other person. 2. Your failure to give first report of an "occurrence"to us shall not invalidate coverage under this policy if the loss was inadvertently reported to another insurer. However, you shall report any such "occurrence"to us within a reasonable time once you become aware of such error. F. PERSONAL AND ADVERTISING INJURY DEFINITION — TELEVISED, VIDEOTAPED, OR INTERNET-BASED PUBLICATION 1. Under Section V — DEFINTIONS, Definition 14. "Personal and Advertising Injury", Subparagraphs d., e., f. and g. are deleted and replaced by the following: d. Oral, written, televised, videotaped, or internet-based publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products, or services; e. Oral, written, televised, videotaped, or internet-based publication, in any manner, of material that violates a person's right of privacy; f. Misappropriation of advertising ideas or style of doing business; or g. Infringement upon another's copyright, trade dress, or slogan in your advertisement. 2. Under COVERAGE B—PERSONAL AND ADVERTISING INJURY LIABILITY, Paragraph 2. Exclusions, Subparagraphs b. Material Published With Knowledge of Falsity and c. Material Published Prior To Policy Period are deleted and replaced by the following: (b) Material Published With Knowledge of Falsity "Personal and Advertising Injury" arising out of oral, written, televised, videotaped, or internet-based publication of material, if done by or at the direction of the insured with knowledge of its falsity. (c) Material Published Prior To Policy Period "Personal and Advertising Injury" arising out of oral, written, televised, videotaped, or internet-based publication of material whose first publication took place before the beginning of the policy period. G. BODILY INJURY— MENTAL ANGUISH Under Section V — DEFINTIONS, Definition 3. "Bodily injury" is deleted and replaced by the following: 06 GGL0001 00 02 25 Includes copyrighted material of Page 5 of 8 Insurance Services Office, Inc. with its permission. ©2025 Arch Insurance Group Inc. 3. "Bodily injury" means: a. Bodily injury, sickness, or disease sustained by a person, including death resulting therefrom at any time; and b. Mental anguish resulting from injury, sickness or disease. H. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. I. LIBERALIZATION If we adopt a change in our forms or rules which would broaden your coverage without an additional premium charge, your policy will automatically provide the additional coverage(s) as of the date the revision is effective in your state. J. EXTENDED PROPERTY DAMAGE Under SECTION I — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, Subparagraph a. Expected or Intended Injury is deleted and replaced by the following: a. Expected Or Intended Injury or Damage "Bodily injury" or"property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or"property damage" resulting from the use of reasonable force to protect persons or property. K. PREMISES SOLD OR ABANDONED BY YOU Under SECTION I — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, Subparagraph j. Damage To Property, item (2) is deleted and replaced by the following: (2) Premises you sell, give away, or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you or should have reasonably been known by you, at the time the property was transferred or abandoned. 06 GGL0001 00 02 25 Includes copyrighted material of Page 6 of 8 Insurance Services Office, Inc. with its permission. ©2025 Arch Insurance Group Inc. L. BLANKET SPECIAL EVENTS AND FUND RAISING EVENTS This insurance applies to your legal liability for"bodily injury", "property damage", and "personal and advertising injury" arising out of all your managed, operated or sponsored special events WITH THE FOLLOWING EXCEPTIONS: a. Events involving aircraft; b. Events involving automobile or motorcycle races or rallies; C. Events involving fireworks; d. Events involving firearms; e. Events involving live animals, excluding domestic pets; f. Carnivals and fairs with mechanical rides; g. Any event lasting more than three (3)days (including otherwise acceptable events); or h. Any event with greater than 1,000 people in attendance (including otherwise acceptable events) M. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Under SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage because of "bodily injury", "property damage" or "personal and advertising injury" arising out of your ongoing operations or"your work" done pursuant to a contract with that person or organization and included in the "products-completed operations hazard" if you have waived such right of recovery under a written contract with that person or organization. However, such written contract must be: a. Currently in effect or becoming effective during the term of this policy; and b. Executed prior to the "bodily injury", "property damage" or"personal and advertising injury." Alternatively, the written contract may be executed after the "bodily injury", "property damage" or "personal and advertising injury" but only if: (1) The insured can provide written evidence that the terms and conditions of the written contract or written agreement had been agreed upon prior to the "bodily injury", "property damage", or"personal and advertising injury"; and (2) The insured can definitively establish that the terms and conditions of the written contract or written agreement ultimately executed are the same as those described in Paragraph (1) above and which had been agreed upon prior to the "bodily injury", "property damage", or"personal and advertising injury". N. MEDICAL PAYMENTS 06 GGL0001 00 02 25 Includes copyrighted material of Page 7 of 8 Insurance Services Office, Inc. with its permission. ©2025 Arch Insurance Group Inc. Under COVERAGE C — MEDICAL PAYMENTS, Paragraph 2. Exclusions, Subparagraph e. Athletics Activities is deleted and replaced as follows: e. Athletics Activities To a person injured while taking part in athletics, except this exclusion does not apply to those persons practicing for, participating in, or playing golf or tennis on your premises covered by this insurance. All other terms and conditions of this Policy remain unchanged. Issued By: ARCH SPECIALTY INSURANCE COMPANY Endorsement Number: Policy Number: 00 Named Insured: SANTA ANA GOLF, LLC; DBA: RIVER VIEW GOLF COURSE This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: 05/01/2026 06 GGL0001 00 02 25 Includes copyrighted material of Page 8 of 8 Insurance Services Office, Inc. with its permission. ©2025 Arch Insurance Group Inc. COMMERCIAL GENERAL LIABILITY CG 20 01 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG 20 01 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: PGPK00020500 COMMERCIAL GENERAL LIABILITY CG24041219 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: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organization(s): CITY OF SANTA ANA, ITS CITY COUNCIL, OFFICERS, OFFICIALS, EMPLOYEES, AGENTS, AND VOLUNTEERS Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. CG 24 04 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 INSURED COPY POLICY NUMBER: PGPK00020500 COMMERCIAL GENERAL LIABILITY CG20261219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): CITY OF SANTA ANA, ITS CITY COUNCIL, OFFICERS, OFFICIALS, EMPLOYEES, AGENTS, AND VOLUNTEERS Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III— Limits Of Insurance: with respect to liability for "bodily injury", "property If coverage provided to the additional insured is damage or personal and advertising injury required by a contract or agreement, the most we caused, in whole or in part, by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: 1. In the performance of your ongoing operations; 1. Required by the contract or agreement; or or 2. Available under the applicable limits of 2. In connection with your premises owned by or insurance; rented to you. whichever is less. However: This endorsement shall not increase the 1. The insurance afforded to such additional applicable limits of insurance. insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 INSURED COPY POLICY NUMBER: PGAUT0015300 COMMERCIAL AUTO CA20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE 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 this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name Of Person(s) Or Organization(s): CITY OF SANTA ANA, ITS CITY COUNCIL, OFFICERS, OFFICIALS, EMPLOYEES, AGENTS, AND VOLUNTEERS Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 ©Insurance Services Office, Inc., 2011 Page 1 of 1 INSURED COPY POLICYNUMBER: PGAUT0015300 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 Effective Date: SCHEDULE Name(s) Of Person(s) Or Organization(s): CITY OF SANTA ANA, ITS CITY COUNCIL, OFFICERS, OFFICIALS, EMPLOYEES, AGENTS AND VOLUNTEERS Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights 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 44 10 13 ©Insurance Services Office, Inc., 2011 Page 1 of 1 INSURED COPY 411 H I SCOX C-Suite April 21,2026 Minda Nowak Jencap Specialty Insurance Services Inc. (New York) 1350 Broadway, Suite No. 1400 New York, NY 10018 Policy No.: UC25661728.26 Re: Santa Ana Golf, LLC Coverage Parts: Crime Coverage Part Dear Minda, In accordance with your request, and based upon the information submitted,we are pleased to bind coverage as follows: General Policy Details 1. Policy Period: 05/01/2026 to 05/01/2027 2. Hiscox Insurance Company, Inc., an Admitted Company,A.M. Best Financial Strength Rating:A(Excellent), Group Financial Size Category XV. 3. General Terms and Conditions CSU P0001A CW(12-22)applies to this policy in conjunction with the specific wording detailed in each section below. Hiscox Inc. T(646)452-2353 Page 1 of 3 5 Concourse Parkway Suite 2150 F(678)731-9501 Atlanta GA,30328 E hiscox.usa@hiscox.com Administered by Hiscox Inc.d/Wa Hiscox Insurance www.hiscoxbroker.com Agency in CA License No.OF09668 HISCOXC-Suite` Coverage Summary Coverage Part Limit Deductible Premium Crime $3,259 Insuring Agreement A: Fidelity (1) Employee Theft $ 1,000,000 $ 10,000 (2)Third Parties' Property $ 1,000,000 $ 10,000 (3)Vendor Theft Not Covered N/A (4) Executives' Property Not Covered N/A (5) ERISA(Limit Applies Per Plan) $ 1,000,000 N/A Insuring Agreement B: Forgery (1)Checks $ 1,000,000 $ 10,000 (2) Payment Cards $ 1,000,000 $ 10,000 (3) Executives'Accounts Not Covered N/A (4)Counterfeit $ 1,000,000 $ 10,000 Insuring Agreement C: Inside and Outside Loss (1) Inside Premises $ 1,000,000 $ 10,000 (2)Outside Transit $ 1,000,000 $ 10,000 (3) Extortion Not Covered N/A Insuring Agreement D: Tech Fraud (1)Computer $ 1,000,000 $ 10,000 (2) Funds Transfer $ 1,000,000 $ 10,000 (3)Cyber Deception $ 100,000 $ 10,000 (4)Customers'Accounts Not Covered N/A (5) Erroneous Transfer Not Covered N/A (6)Telephone Toll Not Covered N/A (7)Virus Restoration Not Covered N/A (8) Licensing Violation Not Covered N/A Claim Expenses $ 100,000 N/A Identity Fraud Expenses Not Covered N/A All Crime Limits and Deductibles apply on a Per Occurrence Basis and are not shared with any other Coverage Part Limits Claim Expenses is on a Per Occurrence Basis and is a part of, and not in addition to, the limit applicable to the loss Total Premium $3,259 Coverage Specific Details Hiscox Inc. T(646)452-2353 Page 2 of 3 5 Concourse Parkway Suite 2150 F(678)731-9501 Atlanta GA,30328 E hiscox.usa@hiscox.com 1 3 -_ Administered by Hiscox Inc.d/b/a Hiscox Insurance www.hiscoxbroker.com Agency in CA License No.OF09668 411 H I SCOX C-Suite Crime Terms and Conditions CSUCRI P0001A CW (12-22) 1. Loss Discovered policy 2. Attached endorsements apply: E1783.2-Biometric Data Exclusion Endorsement E1075.1 -California Amendatory Endorsement E1761.1 -Amend Definition of Extortion Endorsement(Ransomware;Virus) E1779.1 -Amend War or Military Action Exclusion (Cyberwarfare and NCBR) E1400.2-ERISA Bond Coverage Endorsement Thank you for the bind order. Please give me a call if you have any questions or require anything further. Sincerely, Authorized Representative Mary Boyd Hiscox Inc. T(646)452-2353 Page 3 of 3 5 Concourse Parkway Suite 2150 F(678)731-9501 Atlanta GA,30328 E hiscox.usa@hiscox.com Administered by Hiscox Inc.d/Wa Hiscox Insurance www.hiscoxbroker.com Agency in CA License No.OF09668 HISCOX INSURANCE COMPANY INC. (A Stock Company) -111e+ 30 North LaSalle Street,Suite 1760, Chicago, IL 60602 H I SCOX C-Suite (646)452-2353 Commercial Crime Insurance Policy DECLARATIONS Broker no.: US 0001561 Jencap Specialty Insurance Services Inc. (New York) Policy no.: UC25661728.26 1350 Broadway, Suite No. 1400 Renewal of: N/A New York, NY 10018 1. Named insured: Santa Ana Golf, LLC Address: 1800 W Santa Clara Ave Santa Ana, CA 92706-1853 2. Policy period: Inception date: 05/01/2026 Expiration date: 05/01/2027 Inception date shown shall be at 12:01 A.M. (Standard Time)to expiration date shown above at 12:01 A.M. (Standard Time)at the address of the named insured. 3. General terms and CSU P0001A CW(12-22) conditions wording: The General Terms and Conditions applies to this policy in conjunction with the specific wording detailed in each section below. 4. Endorsements: E1783.2-Biometric Data Exclusion Endorsement E1075.1 -California Amendatory Endorsement E1761.1 -Amend Definition of Extortion Endorsement(Ransomware; Virus) E1779.1 -Amend War or Military Action Exclusion (Cyberwarfare and NCBR) E1400.2-ERISA Bond Coverage Endorsement 5. Notification of Hiscox Claims claims to: 5 Concourse Parkway, Suite 2150 Atlanta GA, 30328 Fax: 678-731-9501 Email: C-SuiteClaims@Hiscox.com 6. Total premium: $3,259 State surcharge: N/A CSUCRI D0001A CW(07/17) Page 1 of 3 CR1DECADNB9 HISCOX INSURANCE COMPANY INC. (A Stock Company) 30 North LaSalle Street,Suite 1760, Chicago, IL 60602 eA A (646)452-2353 HISCOXC-Suite Commercial Crime Insurance Policy DECLARATIONS Crime Coverage Part: CSUCRI P0001A CW (12-22) Limit Deductible Insuring Agreement A: Fidelity (1) Employee Theft $ 1,000,000 Per Occurrence $ 10,000 Per Occurrence (2)Third Parties' Property $ 1,000,000 Per Occurrence $ 10,000 Per Occurrence (3)Vendor Theft Not Covered N/A (4) Executives' Property Not Covered N/A (5) ERISA(Limit Applies Per Plan) $ 1,000,000 N/A Insuring Agreement B: Forgery (1)Checks $ 1,000,000 Per Occurrence $ 10,000 Per Occurrence (2) Payment Cards $ 1,000,000 Per Occurrence $ 10,000 Per Occurrence (3) Executives'Accounts Not Covered N/A (4)Counterfeit $ 1,000,000 Per Occurrence $ 10,000 Per Occurrence Insuring Agreement C: Inside and Outside Loss (1) Inside Premises $ 1,000,000 Per Occurrence $ 10,000 Per Occurrence (2)Outside Transit $ 1,000,000 Per Occurrence $ 10,000 Per Occurrence (3) Extortion Not Covered N/A Insuring Agreement D: Tech Fraud (1)Computer $ 1,000,000 Per Occurrence $ 10,000 Per Occurrence (2) Funds Transfer $ 1,000,000 Per Occurrence $ 10,000 Per Occurrence (3)Cyber Deception $ 100,000 Per Occurrence $ 10,000 Per Occurrence (4)Customers'Accounts Not Covered N/A (5) Erroneous Transfer Not Covered N/A (6)Telephone Toll Not Covered N/A (7)Virus Restoration Not Covered N/A (8) Licensing Violation Not Covered N/A Claim Expenses $ 100,000 Per Occurrence(Shared with limit applicable to loss) Identity Fraud Expenses Not Covered N/A Crime Premium: $3,259 IN WITNESS WHEREOF, the Insurer indicated above has caused this Policy to be signed by its President and Secretary, but this Policy shall not be effective unless also signed by the Insurer's duly authorized representative. CSUCRI D0001A CW(07/17) Page 2 of 3 CR1DECADNB9 HISCOX INSURANCE COMPANY INC. (A Stock Company) 30 North LaSalle Street,Suite 1760, Chicago, IL 60602 eA A (646)452-2353 HISCOXC-Suite Commercial Crime Insurance Policy DECLARATIONS President Secretary Authorized Representative Mary Boyd April 21, 2026 Hiscox Inc. CSUCRI D0001A CW(07/17) Page 3 of 3 CR1DECADNB9 -tl HISCOXC-Suite General Terms and Conditions I. Our promise to In consideration of the premium charged, and in reliance on the statements made and information you provided to us,we will pay covered amounts as defined in this policy, provided you properly notify us of claims, breaches, events, coverage enhancements, or losses,and meet your obligations to us in accordance with the terms of this policy. II. Limits of liability Regardless of the number of Coverage Parts you have purchased, the maximum we will pay for all covered amounts will be as follows: Coverage part limit A. Each Coverage Part purchased will be subject to a coverage part limit(if one is stated in the Declarations),which is the maximum amount we will pay for all covered amounts under that Coverage Part, other than coverage enhancements or other items we have expressly agreed to pay in addition to the limit. The coverage part limit will be in excess of any applicable retention. Each claim limit B. The Each Claim Limit stated in the Declarations is the maximum amount we will pay for all covered amounts for each covered claim, unless a lower sublimit is specified, in which case the sublimit is the maximum amount we will pay for the type of covered claim to which the sublimit applies. The Each Claim Limit,or any sublimit,will be in excess of any applicable retention and will be a part of, and not in addition to, any applicable coverage part limit. Each breach limit C. The Each Breach Limit stated in the Declarations(if you have purchased a relevant Coverage Part) is the maximum amount we will pay for all covered amounts for each covered breach, unless a lower sublimit is specified, in which case the sublimit is the maximum amount we will pay for the type of covered breach or costs to which the sublimit applies. The Each Breach Limit, or any sublimit,will be in excess of any applicable retention and will be a part of, and not in addition to,any applicable coverage part limit. Multiple Coverage Parts D. If the same claim or related claims, breach, event, or coverage enhancement is covered under more than one Coverage Part(other than under the Management Liability Coverage Parts),we will pay only under one Coverage Part,which will be the Coverage Part that provides the most favorable coverage. If the same claim or related claims or coverage enhancement is covered under more than one Management Liability Coverage Part,we will pay under all applicable Coverage Parts, up to the combined coverage part limits of the triggered Coverage Parts. However: 1. if loss is payable under two or more Coverage Parts subject to separate coverage part limits, the retentions under each triggered Coverage Part will apply separately and one retention will not be eroded by payment of the retention applicable to another Coverage Part; and 2. if loss is payable under two or more Coverage Parts subject to a shared coverage part limit, you will be responsible only for the payment of one retention, which will be the highest applicable retention of the triggered Coverage Parts. III. Your obligations to us Your duty to cooperate A. You must cooperate with us in the defense, investigation,and settlement of any claim, potential claim, breach, event, or coverage enhancement notified to us, including but not limited to: 1. notifying us immediately if you receive any settlement demands or offers, and sending us copies of any demands, notices, summonses, or legal papers; 2. submitting to examination and interrogation under oath by our representative and giving us a signed statement of your answers; 3. attending hearings,depositions, and trials as we request; CSU P0001A CW(12/22) Page 1 of 6 .tl HISCQXC-Suite General Terms and Conditions 4. assisting in securing and giving evidence and obtaining the attendance of witnesses; 5. providing written statements to our representative and meeting with such representative for the purpose of investigation and/or defense; 6. providing all documents and information we may reasonably request, including authorizing us to obtain records;and 7. pursuing your right of recovery from others. Your obligation not to incur B. You must not make any payment, incur any expense, including any claim expenses, admit any expense or admit liability any liability, or assume any obligation without our prior consent. If you do so, it will be at your own cost and expense. Your representations C. You warrant that all representations made and all materials submitted by you or on your behalf in connection with the application for this policy are true, accurate, and not misleading,and agree they were relied on by us in our decision to issue this policy to you. In the event the representations or materials are not true, accurate, and complete, we will not impute the knowledge of one insured to any other insured, and only the knowledge of any past, present, or future Chief Executive Officer, Chief Financial Officer, or Risk Manager(or equivalent positions)of the named insured will be imputed to the named insured. However, other than the Crime Coverage Part, to which this subsection C will not apply, we will not rescind this policy in whole or in part for any reason. IV. Discovery A. If we or the named insured cancel or non-renew this policy, then the named insured will period have the right to purchase a discovery period for the duration and at the percentage of the expiring premium stated in Item 4 of the Declarations. The discovery period, if purchased,will start on the effective date of cancellation or non- renewal. However, the right to purchase a discovery period will not apply if: 1. this policy is canceled by us for nonpayment of premium; or 2. the total premium for this policy has not been fully paid. Notice of election and full payment of the additional premium for the discovery period must be received by us within 30 days after the effective date of cancellation or non-renewal, otherwise any right to purchase the discovery period will lapse. B. If an insured organization experiences a change in control as described in Section V. Other provisions affecting coverage, D. Change in control, the named insured will have the right to request an offer of a discovery period from us within 30 days of the change in control event. The duration and percentages stated in Item 4 of the Declarations will not apply to any discovery period purchased under this subsection B. Instead,we and the insured organization will agree to the duration of and premium to be charged for the discovery period at the time of the change in control event. In the event of a change in control, the named insured will have no other right to purchase a discovery period except as described in this subsection B. C. Regardless of how it is purchased, the discovery period will apply only to claims that: 1. are first made against you and reported to us during the discovery period; and 2. arise from: a. wrongful acts that take place prior to the effective date of the (i)cancellation or non-renewal of this policy, or(ii) change in control; or b. a breach that takes place on or after the retroactive date but prior to the effective date of the(i)cancellation or non-renewal of this policy, or(ii)change in control. The discovery period will not apply to any reputation risk event which occurs during the discovery period. D. The additional premium will be fully earned at the inception of the discovery period. CSU P0001A CW(12/22) Page 2 of 6 .tl HISCOXC-Suite General Terms and Conditions The limits of liability applicable during any purchased discovery period will be the remaining available coverage part limit. There will be no new or additional limit of liability available for any purchased discovery period. The right to purchase a discovery period will apply only to Coverage Parts you have purchased that include coverage written on a claims-made basis, and will not apply to the Crime Coverage Part. V. Other provisions affecting coverage Alteration and assignment A. No change in, modification of, or assignment of interest under this policy will be effective unless made by written endorsement to this policy signed by our authorized representative. Bankruptcy or insolvency B. Your bankruptcy or insolvency will not relieve us of any of our obligations under this policy. Cancellation C. 1. This policy may be canceled by the named insured by giving written notice,which must include the date the cancellation will be effective,to us at the address stated in the Declarations. 2. This policy may be canceled by us only if you fail to pay the premium.We will mail to the named insured by registered, certified,or other first-class mail (or by email where allowed by applicable law), at the named insured's address(or email address)stated in Item 1 of the Declarations,written notice which must include the date the cancellation will be effective. The effective date of the cancellation will be no less than fifteen days after the date of the notice of cancellation. 3. The mailing (or emailing)of the notice will be sufficient proof of notice,and this policy will terminate at the date and hour specified in the notice. 4. If this policy is canceled by the named insured,we will return a pro rata proportion of the premium. 5. Payment or tender of any unearned premium by us will not be a condition precedent to the cancellation, but such payment will be made as soon as possible. 6. If you have purchased a Crime Coverage Part, the rules for cancellation contained in Section VI II. Other provisions affecting coverage,A. Cancellation of that Coverage Part will govern its cancellation. Change in control D. If, during the policy period stated in Item 2 of the Declarations: 1. any other person or entity acquires management control of an insured organization; or 2. any insured organization changes its status from nonprofit to for-profit, as to that insured organization, this policy will cover only claims arising from wrongful acts, breaches, or events that took place prior to the effective date of change in control, unless you and we agree in writing otherwise. If the named insured undergoes a change in control, the named insured must provide us with written notice no later than 30 days after the effective date of such change in control, together with any other information we may require. This subsection D. Change in control does not apply to the Crime Coverage Part. Coverage territory E. This policy will apply to wrongful acts, breaches,events, coverage enhancements, or losses that take place anywhere in the world. However,with respect to claims brought outside the United States, its territories or possessions,or Canada, this policy will not apply: 1. to any claim brought in any country in which the United States(or any of its CSU P0001A CW(12/22) Page 3 of 6 .tl HISCQXC-Suite General Terms and Conditions departments, agencies, or subdivisions)administers or enforces economic or trade sanction laws; or 2. if it would otherwise be in violation of the laws of the United States. Estates, heirs, legal F. If this policy is triggered by a claim brought against an employee, it will also apply to the representatives, spouses, and employee's: domestic partners 1. estates, heirs, executors, administrators, trustees in bankruptcy, assignees, and legal representatives; or 2. lawful spouse or lawful domestic partner; but only: a. for a covered claim arising from the scope of the employee's work for you; or b. in connection with their ownership interest in property which the claimant seeks as recovery in a covered claim arising from the scope of the employee's work for you. Other insurance G. Any payment due under this policy is specifically excess of and will not contribute with any other valid and collectible insurance, unless such other insurance is written specifically as excess over this policy. However, if you have purchased: 1. an EPL Coverage Part, that Coverage Part will be primary with respect to and will not contribute with any other valid and collectible insurance, except when such other insurance is expressly written to be excess over other applicable insurance. 2. a Crime Coverage Part, rules for how that Coverage Part will be treated when there is other valid and collectible insurance are contained in Section VI II. Other provisions affecting coverage, I. Other insurance of that Coverage Part. Related claims/wrongful acts H. All related claims, regardless of when made,will be treated as one claim, and all subsequent related claims will be deemed to have been made against you on the date the first such claim was made. However, if more than one claim is made against you resulting from the same breach, and such claims trigger both a Management Liability Coverage Part and another Coverage Part,the claim(s)triggering any Management Liability Coverage Part will be treated as one claim, and the claim(s)triggering any other Coverage Part(s)will be treated as another claim. If, by operation of this provision, the claim is deemed to have been made during any period when we insured you, it will be subject to only one retention and one limit of liability regardless of the number of claimants, insureds, or claims involved.. Subrogation I. In the event of any payment by us under this policy,we will be subrogated to all of your rights of recovery to that payment.We will not, however, subrogate against any insured person, unless such insured person has been convicted of a criminal act,or been determined by a final, non-appealable adjudication to have committed a dishonest or fraudulent act, or obtained any profit or advantage to which such insured was not legally entitled. You will do everything necessary to secure and preserve our subrogation rights, including but not limited to the execution of any documents necessary to allow us to bring suit in your name. You will do nothing to prejudice our subrogation rights without our prior written consent. With the exception of any recovery under the Crime Coverage Part, any recovery first will be paid to you up to the amount of any retention you have paid, and then to us up to the amount of any covered amounts we have paid. In the event we pay indemnifiable loss on behalf of an insured person, our subrogation rights will also include the assertion of indemnification or contribution rights with respect to any such payments we make.Additionally, at the point we make any payment of loss within the retention,we will have a direct contractual right under this policy to recover from the insured organization, or in the event of the bankruptcy of the insured organization,from CSU P0001A CW(12/22) Page 4 of 6 .tl HISCQXC-Suite General Terms and Conditions the debtor-in-possession (or equivalent position outside the United States), loss we paid within the retention. This contractual right of recovery will be in addition to and independent of our subrogation rights under this subsection I and any other rights we may have under applicable law. Solely with respect to the Fiduciary Coverage Part, we will not exercise our subrogation rights unless required to exercise our recourse rights under ERISA, in which case any amounts we recover based on such recourse rights will be added back to the coverage part limit applicable to the Fiduciary Coverage Part, accounting for any costs, expenses, or reimbursements we incurred in pursuing such recovery. With respect to any loss under the Crime Coverage Part, you must transfer to us all of your rights of recovery against any person or organization for any loss you sustain and which we have paid.Additional rules governing the payment of recoveries under the Crime Coverage Part are contained in Section IV. Limits of liability and settlement, E. Recoveries, of that Coverage Part. Titles J. Titles of sections of and endorsements to this policy are inserted solely for convenience of reference and will not be deemed to limit, expand, or otherwise affect the provisions to which they relate. VI. Definitions The following definitions apply to all Coverage Parts you have purchased. If the same term is applicable to all defined here and in a Coverage Part, then the definition in the Coverage Part will govern the Coverage Parts coverage provided under that Coverage Part. Application means the signed application for the policy, any attachments and materials submitted with that application, and any other information that is filed by an insured or otherwise publicly available. If this policy is a renewal or replacement of a previous policy issued by us, application also includes all previous signed applications,attachments, and materials. With respect to the Fiduciary Coverage Part(if purchased), application will also mean any public documents filed by the named insured or any subsidiary with any federal, state, local, or foreign regulatory agency, during the one-year period prior to the inception of the policy period. The application forms a part of this policy. Continuity date means the date stated as such in the Declarations with respect to each Coverage Part you have purchased which includes a continuity date. Coverage part limit means the amount stated in the Declarations as the aggregate limit applicable to each Coverage Part you have purchased which is subject to an aggregate limit. Covered amounts means any amounts we have expressly agreed to pay under any Coverage Part you have purchased. Discovery period means the time period described in Section IV. Discovery period of these General Terms and Conditions which is purchased by the named insured to extend the length of time you have to report claims arising from otherwise covered wrongful acts committed, or breaches that take place, before the inception of the discovery period. Employee means an employee as defined in each Coverage Part you have purchased. Foreign jurisdiction means any jurisdiction other than the United States or any of its territories or possessions. Insolvency means the: 1. appointment by any government official,agency, commission, court, or other governmental authority of a receiver, conservator, liquidator,trustee, rehabilitator, or similar official to take control of, supervise, manage, or liquidate an insolvent insured organization; 2. filing of a petition under the bankruptcy laws of the United States;or 3. foreign equivalent of 1 or 2 above. CSU P0001A CW(12/22) Page 5 of 6 -tl HISCQXC-Suite General Terms and Conditions Management control means having: 1. an ownership interest of more than 50%; 2. an ownership interest representing more than 50%of the voting, appointment, or designation power for the selection of a majority of the board of directors, the management committee members, or the members of the management board,whichever is applicable; or 3. the right, whether by law,written contract, or the bylaws, charter, operating agreement,or similar documents of an entity,to elect,appoint, or designate a majority of the board of directors, the management committee, or the management board,whichever is applicable. Management Liability means any D&O Coverage Part, the Public Officials Liability Coverage Part, the Educators Legal Coverage Part Liability Coverage Part, the EPL Coverage Part, the Fiduciary Coverage Part, and/or the Employed Lawyers Coverage Part. Policy period means the period of time stated in Item 2 of the Declarations, and any discovery period, if purchased. Related claims means all claims that are based upon, arise out of, or allege: 1. the same wrongful act or related wrongful acts; or 2. the same breach. The determination of whether a claim is related to another claim will not be affected by the number of claimants or insureds involved, causes of action asserted, or duties involved. Related wrongful acts means wrongful acts that: 1. are based upon, arise out of, or allege the same, repeated, or continuous breach of duty, neglect, error, misstatement, misleading statement, omission, or act; 2. are based upon, arise out of, or allege a common fact, circumstance, situation, event, service, transaction, cause, or origin, or the same or related damages; or 3. have as a common nexus or nucleus any facts or series of facts. Retention means the amount or time stated as such in the Declarations. Any references to"deductible" in any Coverage Part you have purchased will have the same meaning as retention. Retroactive date means the date stated as such in the Declarations with respect to each Coverage Part you have purchased which includes a retroactive date. We, us, or our means the Company stated in the Declarations as issuing this policy. Wrongful act means wrongful act(as defined in any D&O Coverage Part, the Public Officials Liability Coverage Part,or the Educators Legal Liability Coverage Part), employment practices wrongful act(as defined in the EPL Coverage Part), fiduciary wrongful act(as defined in the Fiduciary Coverage Part), or employed lawyers wrongful act(as defined in the Employed Lawyers Coverage Part). You, your, or insured means any individual or entity expressly described as an insured in any Coverage Part you have purchased. CSU P0001A CW(12/22) Page 6 of 6 -tl Crime Coverage Part HISCQXC-Suite" Loss Discovered Policy I. Insuring If a limit appears on the Declarations indicating you have purchased the coverage,we will pay up agreements to the stated limit for any loss which exceeds the applicable deductible(except no deductible will apply to Insuring agreement A.S. ERISA)for: Fidelity A. loss of or damage to money, securities, or other property: 1. Employee Theft: sustained by you resulting directly from theft or forgery committed by an employee,whether identified or not,acting alone or in collusion with other persons; 2. Third Parties' Property: sustained by your client or vendor, or other persons with whom you or your employees interact in connection with the performance of your business operations, resulting directly from theft or forgery committed by an identified employee, acting alone or in collusion with other persons, including an employee in collusion with an employee of your client or vendor or other persons; 3. Vendor Theft: sustained by you resulting directly from theft committed by an identified employee of your vendor, other than an employee with an ownership interest greater than 25% in the vendor, acting alone or in collusion with other persons, but only to the extent you cannot recover under your contract with the vendor or from any insurance or indemnity carried by the vendor; 4. Executives' Property: sustained by an executive employee resulting directly from theft or forgery committed by an employee,whether identified or not, acting alone or in collusion with other persons; or 5. ERISA: sustained by an employee benefit plan resulting directly from fraudulent or dishonest acts, including larceny, theft, embezzlement, forgery, misappropriation, wrongful abstraction or conversion,wrongful misapplication, or any other fraudulent or dishonest act prohibited under 18 U.S.C. § 1954, committed by a fiduciary of any employee benefit plan,whether identified or not, acting alone or in collusion with other persons. The coverage provided under this Insuring agreement A. Fidelity will terminate: a. as to any loss, once you or an executive employee not acting in collusion with any person who committed the act in question discovers the theft, forgery, or other dishonest act. b. as to an employee, once an executive employee not acting in collusion with the employee learns that the employee committed a theft, forgery, or other dishonest act: i. after being employed by you; or ii. resulting in loss exceeding $10,000 before becoming employed by you. The coverage provided under Insuring agreement A.3. Vendor Theft will apply only if there is a written agreement between you and your vendor requiring the vendor to provide Crime or Fidelity Insurance with limits of liability equal to or greater than those available under this Coverage Part, and which covers your property in the care, custody, and control of the vendor and/or its employees. Forgery B. loss: 1. Checks: sustained by you resulting directly from forgery, alteration, or counterfeiting of any negotiable instruments that are made or drawn by you (or by your agent)or purported to have been so made or drawn; 2. Payment Cards:sustained by you resulting directly from the fraudulent use of any credit, debit, convenience, stored-value, charge, gas, p-, purchase,or procurement card, or a similar instrument issued to you or any employee for business purposes so long as you or the employee have complied fully with the provisions, conditions, or other terms under which the card or instrument was issued; 3. Executives'Accounts: sustained by an executive employee resulting directly from forgery, alteration,or counterfeiting of any negotiable instruments made or drawn by the executive employee or purported to have been so made or drawn; or Includes copyrighted material of Insurance Services Offices, Inc.,with its permission CSUCRI P0001A CW(12/22) Page 1 of 18 -tl Crime Coverage Part HISCQXC-Suite" Loss Discovered Policy 4. Counterfeit: sustained by you resulting directly from your good faith exchange of merchandise, money, or services for: a. money orders issued by any post office, express company,or financial institution, and that are not paid upon presentation; or b. counterfeit money received during the regular course of business. With respect to any loss under this Insuring agreement B. Forgery, the following apply: i. a substitute check as defined in the Check Clearing for the 21st Century Act will be treated the same as the original it replaced; ii. signatures produced or reproduced electronically, mechanically, or by other means will be treated the same as handwritten signatures; and iii. you must include with your proof of loss any instrument involved in the loss or an affidavit stating the amount and cause of loss if you cannot provide the instrument. Inside and outside loss C. 1. Inside Premises: a. loss of money or securities inside the premises or financial institution premises resulting directly from: i. theft committed by a person present inside the premises or financial institution premises; or ii. disappearance or destruction of such money or securities; b. loss of or damage to other property: i. inside the premises resulting directly from an actual or attempted robbery of a custodian; or ii. in a safe or vault inside the premises resulting directly from an actual or attempted safe burglary; C. damage to the premises or its exterior resulting directly from an act described in parts a or b above if you are the owner of the premises or are liable for damage to it; or d. loss of or damage to a locked safe, vault, cash register, cash box, or cash drawer located inside the premises resulting directly from an actual or attempted theft of or unlawful entry into such containers; 2. Outside Transit: a. loss of money or securities outside the premises or financial institution premises in the care and custody of a messenger or armored motor vehicle company, regardless of whether such messenger or vehicle is in transit, and resulting directly from theft, disappearance, or destruction; or b. loss of or damage to other property outside the premises or financial institution premises in the care and custody of a messenger or armored motor vehicle company, regardless of whether such messenger or vehicle is in transit, and resulting directly from an actual or attempted robbery; or 3. Extortion: loss of money, securities, or other property resulting directly from extortion outside the premises. However,we will only pay: a. for the amount of loss you cannot recover under your contract with the armored motor vehicle company and from any insurance or indemnity carried by or for the benefit of customers of the company; or b. up to $10,000 for any one occurrence of loss of or damage to: i. precious metals, precious or semi-precious stones, pearls,furs, or completed or partially completed articles made of or containing such materials constituting the principal value of such articles; or Includes copyrighted material of Insurance Services Offices, Inc.,with its permission CSUCRI P0001A CW(12/22) Page 2 of 18 -tl Crime Coverage Part HISCQXC-Suite" Loss Discovered Policy ii. manuscripts, drawings, or records of any kind, or the cost of reconstructing them or reproducing any information contained in them. Tech fraud D. 1. Computer: loss of or damage to money, securities, or other property resulting directly from computer fraud, but we will only pay up to$10,000 for any one occurrence of loss of or damage to manuscripts, drawings, or records of any kind, or the cost of reconstructing them or reproducing any information contained in them; 2. Funds Transfer: loss of or damage to money or securities contained in your transfer account sustained by you resulting directly from funds transfer fraud; 3. Cyber Deception: loss of or damage to money or securities sustained by you resulting directly from cyber deception; 4. Customers'Accounts: loss of or damage to: a. money, securities, or other property sustained by your client or vendor, or other persons with whom you or your employees interact in connection with the performance of your business operations, resulting directly from computer fraud, funds transfer fraud, or cyber deception, provided such loss is asserted against you by the client, vendor, or other person based on your access to that client's, vendor's, or other person's money, securities, or other property maintained in a financial institution premises or transfer account; or b. money sustained by your client or vendor resulting directly from the intentional use of your computer system to mislead or deceive your client or vendor and which results in your client's or vendor's transfer of money intended for you to another person or entity; 5. Erroneous Transfer: loss of or damage to money or securities sustained by you resulting directly from an erroneous funds transfer by an employee or executive employee, provided you must notify and request reimbursement from the financial institution from which the money or securities were transferred within two business days after discovery of the error, and such loss will not be covered until the financial institution has: a. attempted to recover the money or securities from the financial institution to which they were transferred; and b. formally denied your request to return the money or securities to you; 6. Telephone Toll: loss from long distance telephone charges incurred by you resulting directly from fraudulent use or manipulation of an account code or system password required to gain access into your voice computer system, provided such loss did not result from the failure to: a. install and maintain in operating condition a call disconnect feature to terminate a caller's access after three unsuccessful attempts to enter an account code; b. incorporate a system password;or C. change a system password every 60 days. We will only pay for loss resulting from telephone toll charges for a period of not more than 30 days, beginning on the date on which the first such charges were incurred,for all telephone lines directly controlled by one voice computer system. 7. Virus Restoration: costs you incur to restore or replace damaged or destroyed electronic data or computer programs stored within your computer system resulting directly from: a. a virus directed solely against you designed to damage or destroy electronic data or computer programs and introduced maliciously by a natural person; or b. vandalism by a natural person who has gained unauthorized access to your computer system, including reasonable costs you incur to: Includes copyrighted material of Insurance Services Offices, Inc.,with its permission CSUCRI P0001A CW(12/22) Page 3 of 18 -tl Crime Coverage Part HISCQXC-Suite" Loss Discovered Policy i. restore your computer system to the level of operational capability that existed before the virus or vandalism occurred; or ii. identify and remediate errors or vulnerabilities in your computer system in order to prevent future similar incidents. 8. Licensing Violation:fines and penalties for which you are legally liable as a direct result of the unauthorized reproduction of computer software, sound recordings,or visual media by an employee in violation of a licensing agreement with a third party vendor, provided the unauthorized reproduction is done: a. without your or an executive employee's knowledge; and b. without the knowledge of any other person having responsibility for compliance with the terms of the software licensing agreement. We will pay loss under this Coverage Part only if the loss results directly from an occurrence that is discovered by you or an executive employee during the policy period or during the extended period to discover loss, if applicable, and is reported to us in accordance with Section V. Your obligations, B. Notifying us of losses. II. Coverage enhancements We will also make the following payments: Additional premises or A. If,while this policy is in force, you establish any additional premises or hire additional employees employees, other than through consolidation, merger, purchase, or acquisition with or of another entity, such premises and employees will automatically be covered under this Coverage Part. You will not be required to notify us of such increase in the number of premises or employees, and we will not charge any additional premium for the remainder of the policy period for this coverage. Claim expenses B. We will reimburse you up to the limit stated in the Declarations for the reasonable costs,fees, and other expenses incurred by you with our prior written consent to pay an independent accounting, auditing, or other service, that is not a client, to determine the existence or amount of a loss covered under this Coverage Part. We will not make any payment under this subsection B unless there is a covered loss which exceeds the deductible, and any amounts we pay will be a part of,and not in addition to, the limit of liability applicable to such loss. Forgery claim expenses C. If you or an executive employee are sued because of the refusal to pay any instrument described in Section I. Insuring agreement B. Forgery on the basis it has been forged, altered, or counterfeited, and if you have our prior written consent to defend against the suit, we will pay for the reasonable legal expenses that you or the executive employee incur for that defense. No deductible will apply to this subsection C, and any amounts we pay will be in addition to, and not a part of, the limit of liability applicable to Section I. Insuring agreement B. Forgery. Identity fraud expenses D. We will pay up to the limit stated in the Declarations for identity fraud expenses incurred by you or an executive employee resulting directly from identity fraud, provided the identity fraud results from an occurrence that is discovered by you or an executive employee during the policy period, and the loss is reported to us in accordance with Section V. Your obligations, B. Notifying us of losses. We will not make any payment under this subsection D unless there is a covered loss which exceeds the deductible. III. Who is an For purposes of this Coverage Part, you, your, or insured means a named insured,subsidiary, insured employee benefit plan, or acquired entity,as defined below: Includes copyrighted material of Insurance Services Offices, Inc.,with its permission CSUCRI P0001A CW(12/22) Page 4 of 18 -tl Crime Coverage Part HISCQXC-Suite" Loss Discovered Policy Named insured means the entity identified in Item 1 of the Declarations. Subsidiary means any entity of which the named insured has management control, either directly or indirectly through one or more other subsidiaries, before or during the policy period.This Coverage Part will cover losses sustained by an entity prior to such entity becoming a subsidiary, but only if such losses are discovered by you or an executive employee during the policy period or the extended period to discover loss, if applicable, and while the entity is under the named insured's management control. Employee benefit plan means any welfare or pension benefit plan that is sponsored by the named insured, a subsidiary, or an acquired entity,whether or not such plan is subject to the Employee Retirement Income Security Act of 1974(ERISA), as may be amended. Acquired entity means an entity in which the named insured, during the policy period: 1. acquires substantially all of the assets; 2. acquires the majority of its voting securities, as a result of which it becomes a subsidiary; or 3. merges and leaves the named insured as the surviving entity. This Coverage Part will cover losses sustained by an acquired entity at any time, including prior to such acquired entity's acquisition, provided the loss is discovered by you or an executive employee during the policy period or the extended period to discover loss, if applicable. With respect to an acquired entity whose total employee count exceeds 35%of the named insured's total employee count(as reflected in your most recent reported employee count to us prior to the inception of this policy)at the time of its acquisition, any coverage under this Coverage Part will expire 90 days after the effective date of its acquisition unless,within such 90 day period: 1. the named insured provides us with written notice of such acquisition; 2. the named insured provides us with information related to such acquisition as we may reasonably require; 3. the named insured accepts any special terms, conditions,exclusions, or additional premium charge as we may reasonably require; and 4. we agree by written endorsement to provide such coverage. IV. Limits of liability and settlement Limits of liability A. The maximum we will pay for all covered loss will be as follows: 1. The maximum amount we will pay for all covered loss resulting directly from an occurrence is the applicable limit stated in the Declarations. If the same occurrence is covered under more than one Insuring agreement, we will pay only under one limit, which will be the highest applicable limit. 2. However, if the same occurrence is covered under Insuring agreement D.3. Cyber Deception and any other Insuring agreement(s),we will pay only under Insuring agreement D.3. Cyber Deception, regardless of which Insuring agreement has the highest applicable limit. 3. Solely with respect to the coverage provided by Insuring agreement A.S. ERISA, the limit will apply separately to each employee benefit plan. If the same occurrence triggers both Insuring agreements A.1. Employee Theft and A.S. ERISA, we will pay under both limits. Includes copyrighted material of Insurance Services Offices, Inc.,with its permission CSUCRI P0001A CW(12/22) Page 5 of 18 n'r+ HISCQXC-Suite Crime Coverage Part Loss Discovered Policy 4. If the limit stated in the Declarations for Insuring agreement A.S. ERISA no longer complies with the minimum amount of coverage required for an employee benefit plan under ERISA,we agree to increase the limit applicable to each such employee benefit plan to an amount equal to the minimum amount of coverage required under ERISA, provided: a. the noncompliance was not due to investment in non-qualified assets; and b. the original limit was in compliance at the inception of the policy period. 5. Any payments we make to an employee benefit plan for losses it sustains must be held by that employee benefit plan's sponsor for the use and benefit of the employee benefit plan. Ownership of property and B. This Coverage Part applies to personal property only as follows: interests covered 1. With respect to Insuring agreements A.1. Employee Theft and A.3. Vendor Theft, coverage is limited to property you own or lease. 2. With respect to Insuring agreements A.2. Third Parties' Property and DA. Customers' Accounts, coverage is limited to property: a. your client or vendor, or other person with whom you or your employees interact in connection with the performance of your business operations, owns or leases; b. your client or vendor, or other person with whom you or your employees interact in connection with the performance of your business operations, holds for others,whether or not anyone described in this part b is legally liable for the loss of such property; or C. that is owned, leased,or held by any individual or entity(other than you or an employee)for which you are legally liable. 3. With respect to Insuring agreements, A.4. Executives' Property, B.3. Executives' Accounts, coverage is limited to property that an executive employee owns, leases, or holds for others. 4. With respect to all other Insuring agreements, coverage is limited to property: a. you own or lease; or b. you hold for others whether or not you are legally liable for the loss of such property. However, this policy is for your benefit only. It provides no rights or benefits to any other person or organization.Any claim for loss under this Coverage Part must be presented by you. Policy Bridge—Discovery C. If this policy replaces insurance that provided you with an extended period of time after replacing loss sustained cancellation to discover loss,which did not terminate at the time this policy became effective, we will not pay for any loss that occurred during the prior policy's policy period which you or an executive employee discover during that extended period to discover loss. However, we will pay the amount of any loss which exceeds the combined total of the limit and deductible of that prior policy if the loss would otherwise be covered under this Coverage Part.Any such payments will not be greater than the difference between the limit of that prior policy and the applicable limit of this Coverage Part. No deductible will apply to this excess loss. Recoveries D. 1. Any recoveries,whether made before or after any payment under this Coverage Part, or by you or us,will be applied as follows: a. first, to the expenses incurred by you or us to pursue the recovery,whoever incurred it; b. second, to you for your loss in excess of the amount of loss we paid under this Coverage Part, if the excess loss would otherwise be covered; Includes copyrighted material of Insurance Services Offices, Inc.,with its permission CSUCRI P0001A CW(12/22) Page 6 of 18 n'r+ HISCQXC-Suite Crime Coverage Part Loss Discovered Policy C. third, to us for all amounts we paid in settlement of your claim; d. fourth, to you for the amount of any applicable deductible you paid; and e. fifth, to you for any loss not covered under this Coverage Part resulting from the same occurrence. 2. Accelerated Deductible Recovery: A percentage of all recoveries under part 1 above will be paid to you in satisfaction of any deductible. Recoveries will be shared by us and you in the same proportion as the deductible and the amount of loss we paid under this Coverage Part. 3. Recoveries under this subsection D do not include any recovery: a. from insurance, suretyship, reinsurance, security, or indemnity taken for our benefit; or b. of original securities after duplicates of them have been issued. Valuation E. We will determine the value of any loss as follows: 1. Money: We will pay for loss of money issued by the United States up to its face value. At your option, we will pay for loss of money issued by any country other than the United States at face value in the money issued by that country or in the United States dollar equivalent. With respect to Bitcoin or any other digital currency, crypto currency, or electronic currency, we will pay for loss of such money in the United States dollar equivalent determined by the exchange rate published by the exchange in which you held such currency on the date the loss was discovered. However, if you did not hold such currency in an exchange,we and you will each select an exchange and we will take the average of the exchange rates posted by each exchange on the date the loss was discovered. 2. Securities: We will pay for loss of securities up to their face value at the close of business on the date the loss was discovered.At our option,we may pay: a. the market value of such securities or replace them in kind, and in return you must assign to us all of your rights, title, and interest in those securities; or b. the cost of any Lost Securities Bond required in connection with issuing duplicates of the securities. However,we will pay only up to the amount of the cost of the bond as would be charged for a bond having a penalty not exceeding the lesser of: i. the market value of the securities at the close of business on the date the loss was discovered; or ii. the limit of liability applicable to the loss. However, solely with respect to any loss of securities directly resulting from an extortion,we will pay the market value of such securities on the date they were surrendered,and not the date the extortion was discovered. 3. Other property: We will pay replacement cost,without deduction for depreciation,for loss of or damage to other property, or for loss from damage to the premises or its exterior. However, we will not pay more than the lowest of the following: a. the cost to replace the lost or damaged property with property of comparable material and quality and used for the same purpose; b. the amount you actually incur that is necessary to repair or replace the lost or damaged property; or Includes copyrighted material of Insurance Services Offices, Inc.,with its permission CSUCRI P0001A CW(12/22) Page 7 of 18 n'r+ HISCQXC-Suite Crime Coverage Part Loss Discovered Policy C. the limit of liability applicable to the loss. However, solely with respect to any loss of other property directly resulting from an extortion,we will pay the lesser of: (1) its replacement cost without deduction for depreciation at the time such other property was surrendered, or(2)the limit of liability applicable to the loss. We will not make any payment on a replacement cost basis: i. until the lost or damaged property is actually repaired or replaced; and ii. unless the repair or replacement is made as soon as reasonably possible after the loss or damage. If the lost or damaged property is not repaired or replaced, we will pay on an actual cash value basis. We will, at our option, pay loss of or damage to property other than money in the currency of the country in which the loss or damage occurred or in the United States dollar equivalent. If you sustain a covered loss in a country outside of the United States or its territories or possessions,and you incur additional federal or state tax liability as a result of our payment in the United States rather than the country in which the loss was sustained, we will adjust the loss to compensate you for such tax liabilities. Any property we pay for or replace becomes our property. V. Your obligations Deductible A. Except for loss covered by Insuring agreement A.S. ERISA,we will have no obligation to make any payment under this Coverage Part unless the amount of the loss exceeds the applicable deductible.We will then pay the amount of loss in excess of the deductible, up to the applicable limit of liability. Notifying us of losses B. After you or an executive employee discovers a loss of, damage to, or a situation that may result in loss of or damage to, money, securities, or other property that, in your best estimate, would exceed 50%of the deductible, you must: 1. notify us as soon as possible after discovery of such loss, damage, or situation; 2. give us a detailed, sworn proof of loss within 120 days after your notification to us of such loss, damage,or situation; 3. cooperate with us in the investigation and settlement of any claim; 4. produce for our examination all pertinent records; 5. submit to examination under oath at our request and give us a signed statement of your answers; 6. secure all of your rights of recovery against any person or organization responsible for the loss and do nothing to impair those rights; 7. send us,within 60 days after our request, receipts, bills, or other records that support any claim for identity fraud expenses covered under Section II. Coverage enhancements, D. Identity fraud expenses;and 8. notify the local law enforcement authorities, but only if you have reason to believe any loss(except for loss covered under Insuring agreement A. Fidelity) involves a violation of law. Records C. You must keep records of all property covered by this Coverage Part so that we can verify the amount of any loss. Includes copyrighted material of Insurance Services Offices, Inc.,with its permission CSUCRI P0001A CW(12/22) Page 8 of 18 n'r+ HISCQXC-Suite Crime Coverage Part Loss Discovered Policy Unreported extortion D. As a condition precedent to coverage under Insuring agreement C.3. Extortion, you must use reasonable efforts to report any threat communicated to you to an executive employee, the appropriate local law enforcement authorities, and the FBI prior to surrendering the money, securities, or other property. VI. Exclusions — What is not covered A. Exclusions applicable to the entire Crime Coverage Part We will have no obligation to pay any sums under this Coverage Part for any: Acts committed by owners 1. loss resulting from theft or any other dishonest act committed by: a. you, if you are a sole proprietorship; or b. if you are not a sole proprietorship: i. any of your partners or members; or ii. any natural person who has a 25%or greater ownership interest in any one or more insureds or the right,whether by law, written contract, or the bylaws, charter, operating agreement, or similar documents of any insured, to exercise control over any such insured, whether acting alone or in collusion with other persons. However, this exclusion will not apply to otherwise covered acts committed by a fiduciary under Insuring agreement A.S. ERISA. Confidential or personal 2. loss resulting from: information a. the disclosure or use of another person's or organization's confidential or personal information; or b. the disclosure of your confidential or personal information; however, this subsection b will not apply to otherwise covered loss directly resulting from the use of your confidential or personal information. For purposes of this exclusion, confidential or personal information includes, but is not limited to, patents,trade secrets, processing methods, customer lists,financial information, credit card information, social security numbers, health information, or any other type of non-public information. Data security breach 3. fees, costs,fines, penalties, or other expenses arising out of or related to the acquisition, access, use, disclosure,or improper collection of, or failure to protect, any personally identifiable information or confidential corporate information, including but not limited to patents, trade secrets, processing methods, customer lists,financial information, credit card information, social security numbers, health information, or any other type of non-public information. Governmental action 4. loss resulting from seizure or destruction of property by order of any governmental authority. Indirect loss 5. loss that is an indirect result of a covered occurrence, including but not limited to: a. loss resulting from the inability to realize income that would have been realized had there been no loss of or damage to money, securities, or other property; b. payment of damages of any type for which you are legally liable; however,we will pay compensatory damages directly resulting from an otherwise covered loss; or C. payment of costs,fees, or other expenses you incur to establish the existence or amount of loss under this Coverage Part, except amounts covered under Section II. Includes copyrighted material of Insurance Services Offices, Inc.,with its permission CSUCRI P0001A CW(12/22) Page 9 of 18 n'r+ HISCQXC-Suite Crime Coverage Part Loss Discovered Policy Coverage enhancements, B. Claim expenses or D. Identity fraud expenses. Legal fees, costs, and 6. fees, costs, and expenses incurred by you which are related to any legal action, except expenses amounts covered under Section II. Coverage enhancements, B. Claim expenses, C. Forgery claim expenses, or D. Identity fraud expenses. Nuclear incident 7. loss resulting from nuclear detonation, nuclear reaction, nuclear radiation, or radioactive contamination, however such nuclear detonation, nuclear radiation, nuclear reaction, or radioactive contamination may have been caused. Prior dishonesty S. loss caused by an employee if you or an executive employee who did not act in collusion with the employee learned prior to the policy period that the employee had committed any theft, forgery, or other dishonest act prior to the policy period; however, this exclusion will not apply if the theft, forgery, or other dishonest act was committed prior to the employee becoming your employee and the amount involved in such act did not exceed $10,000. Specified acts by employees 9. loss resulting from theft, forgery, extortion, or any other dishonest act committed by your employees, managers, directors,trustees, or authorized representatives; however, this exclusion will not apply to loss covered under Insuring agreements A. Fidelity or D. Tech fraud, 7. Virus Restoration or 8. Licensing Violation. War or military action 10. loss resulting from: a. war,whether undeclared, or civil war; b. warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign,or other authority using military personnel or other agents; or C. insurrection, rebellion, revolution, usurped power,or action taken by a governmental authority in hindering or defending against any of these. B. Exclusion applicable only to Insuring We will have no obligation to pay any sums under Insuring agreement A. Fidelity for any: agreement A. Fidelity Trading 11. loss resulting from trading,whether in your name or in a genuine or fictitious account; however, this exclusion will not apply to direct losses caused by theft or forgery which result in improper financial gain to an employee. For purposes of this exclusion, direct losses mean only the amount of improper financial gain to the employee and do not include salary, commissions,fees, or other compensation, including but not limited to promotions and raises associated with employment, paid by you to such employee. C. Exclusions applicable only to Insuring We will have no obligation to pay any sums under Insuring agreement C. Inside and outside loss agreement C. Inside for any: and outside loss Accounting or arithmetic 12. loss resulting from accounting or arithmetic errors or omissions. errors or omissions Exchanges or purchases 13. loss resulting from the giving or surrendering of property in any exchange or purchase; however, this exclusion will not apply to an otherwise covered extortion. Fire 14. loss or damage resulting from fire, however caused, except we will pay for otherwise covered: a. loss of or damage to money or securities; and b. loss from damage to a safe or vault. Motor vehicles or equipment 15. loss of or damage to motor vehicles, trailers or semi-trailers, or equipment and accessories and accessories attached to them. Includes copyrighted material of Insurance Services Offices, Inc.,with its permission CSUCRI P0001A CW(12/22) Page 10 of 18 n'r+ HISCQXC-Suite Crime Coverage Part Loss Discovered Policy Vandalism 15. loss of or damage to the premises or its exterior, or to any safe, vault, cash register, cash box, cash drawer, or other property resulting from vandalism or malicious mischief. Voluntary parting of title to or 16. loss resulting from you, or anyone acting on your express or implied authority, being induced possession of property by any dishonest act to voluntarily part with title to or possession of any property; however, this exclusion will not apply to an otherwise covered extortion. D. Exclusions applicable only to Insuring We will have no obligation to pay any sums under Insuring agreement D. Tech fraud, parts 1, 2, 3, agreement D.Tech 4, or 5 for any loss resulting from: fraud Authorized users 17. the use of your computer system by a person who is authorized to access such computer system, except we will pay otherwise covered loss resulting from cyber deception or erroneous funds transfer. Credit card transactions 18. the actual or purported use of credit, debit, charge, access, convenience, identification, stored-value, or other cards, or the information contained on such cards. We will have no obligation to pay any sums under Insuring agreement D. Tech fraud, parts 7 or 8 for any loss resulting from: Errors or omissions 19. errors or omissions in the design, programming,or processing of computer programs or electronic data; however, this exclusion will not apply to loss resulting from a virus which is contracted because of an innocent mistake or omission by you or anyone on your behalf in securing your computer system. Fraudulent preparation or 20. the fraudulent preparation or input of electronic data or computer programs; however, this input exclusion will not apply to loss resulting from a virus which is contracted because of an innocent mistake or omission made by you or anyone on your behalf in the course of securing your computer system. V11. Definitions The following definitions apply to this Coverage Part.Additional definitions are contained in Section III. Who is an insured, and in the General Terms and Conditions, Section VI. Definitions applicable to all Coverage Parts. If a term is defined in this Coverage Part differently than defined anywhere else in this policy, the definitions in this Coverage Part will apply to the coverage afforded under this Coverage Part. Client means any individual or entity to whom you provide goods or services, including any client of such client. Computer fraud means the use or manipulation of any computer system to make a fraudulent transfer of money, securities, or other property from inside the premises or financial institution premises to a person (other than a messenger)or place outside the premises or financial institution premises. Computer fraud does not include any fraudulent transfer of money, securities, or other property which required you, your employees, your executive employees, or others on your behalf (other than a financial institution)to initiate a transaction to transfer, or authorize the transfer of, such money,securities, or other property. Custodian means you, any of your partners or members, or any employee, but only while having care and custody of property covered by this Coverage Part inside the premises. Custodian does not include any person while acting as a watchperson or janitor, unless such person is also an employee. Cyber deception means the intentional misleading or deception of an employee or executive employee by a person falsely purporting to be your client,vendor, employee, or executive employee through social engineering, pretexting, phishing, spear phishing, whaling, or any other confidence trick communicated by email, text, instant message, telephone, or other electronic means,which results Includes copyrighted material of Insurance Services Offices, Inc.,with its permission CSUCRI P0001A CW(12/22) Page 11 of 18 n'r+ HISCQXC-Suite Crime Coverage Part Loss Discovered Policy in your transfer, payment, or delivery of money or securities. Deductible means the amount stated as such under the Crime section of the Declarations. Discover, discovered, or means when you or an executive employee first becomes aware of facts which would cause a discovery reasonable person to believe a loss has been or will be sustained, regardless of whether the exact amount or details of the loss is known. Solely with respect to an extortion, discover, discovered, or discovery means when the threat is first communicated to you or an executive employee. Discover, discovered, or discovery also means the first receipt by you or an executive employee of notice of an actual or potential claim in which it is alleged that you are liable to a third party under circumstances which would constitute a loss under this Coverage Part. Employee means any: 1. natural person: a. while in your service; b. whom you compensate directly by salary,wages,or commissions; and C. whom you have the right to direct and control while performing services for you; 2. natural person independent contractor who is contracted by you to perform services or provide goods for or on your behalf; 3. natural person who is leased to you or who is your temporary employee; 4. natural person who is a former employee, partner, member, manager, director, or trustee retained as a consultant while performing services for you; 5. natural person who is a student, volunteer,or intern performing services for you; 6. natural person who is your manager, director,or trustee while performing acts within the usual duties of an employee; 7. natural person who is a non-compensated officer of an insured; 8. natural person who is a committee member of an insured; or 9. person described in parts 1 through 8 above while on military, disability,family, medical, or similar leave. Coverage under this Coverage Part will apply to any employee for the first 60 days immediately after their termination, unless such termination is due to theft, forgery, or any other dishonest act committed by the employee. Employee does not include any agent(regardless of whether there is a written agreement as specified in the definition of vendor), broker,factor, commission merchant, consignee, representative, or person in a similar position unless specified in 1 through 9 above. Erroneous funds transfer means the accidental and erroneous transfer of money or securities to an unauthorized account resulting directly from the inputting of an inaccurate account number, routing number, or other identifier for the account to which the money or securities are intended and authorized to be transferred. Erroneous funds transfer does not include the accidental and erroneous transfer of money or securities to an unauthorized account as the result of a cyber deception. Executive employee means your proprietor, natural person partner, member of the board of directors, member of the board of trustees, member, manager, officer, and any employee in a risk management,general counsel, insurance, or human resources department or function. Solely with respect to Insuring agreement A.S. ERISA, executive employee also includes a fiduciary. Solely with respect to Section II. Coverage enhancements, D. Identity fraud expenses, executive employee also includes any spouse, child under the age of 18, or relative living in the household of the executive employee. Includes copyrighted material of Insurance Services Offices, Inc.,with its permission CSUCRI P0001A CW(12/22) Page 12 of 18 n'r+ HISCQXC-Suite Crime Coverage Part Loss Discovered Policy Extortion means a communication directed toward you threatening to: 1. inflict bodily harm on you (if you are a sole proprietorship)or any of your employees, executive employees, members, managers, or any relative(s)or invitee(s)of any of these persons, if such person was captured or allegedly captured in a country not excluded under Section VIII. Other provisions affecting coverage, C. Excluded countries for extortion; 2. damage the premises or any property within the premises, provided such premises is not located in a country excluded under Section VIII. Other provisions affecting coverage, C. Excluded countries for extortion; 3. introduce a denial of service attack into your computer system; 4. contaminate, pollute,or render your products or goods unmarketable; or 5. disseminate, divulge, or use your confidential or personal information, another person's or organization's confidential or personal information, or any weaknesses in the source code in your computer system, for the purpose of inducing you to surrender money, securities, or other property. Fiduciary means any natural person fiduciary, trustee, administrator, or other plan official,while in the regular service of an employee benefit plan, and any other natural person who handles employee benefit plan assets(including an employee of a TPA or other vendor)who is required to be bonded by the Employee Retirement Income Security Act of 1974(ERISA), as may be amended. Financial institution means: 1. a bank, savings bank, savings and loan association, trust company, credit union, or similar thrift depository institution; 2. an insurance company; or 3. a stock brokerage firm, mutual fund, liquid assets fund, or similar investment company. Financial institution means the interior of that portion of any building occupied by a financial institution, transfer agent premises or registrar,or similarly recognized place of safe deposit including a night depository chute,ATM owned by such financial institution (wherever located), or safe of such institution. Forgery means signing the name of another person or organization with the intent to deceive,whether in writing or through an electronic identifier. Forgery does not include a signature which consists in whole or in part of one's own name, whether signed with or without authority, in any capacity, and for any purpose. Funds transfer fraud means a: 1. telefacsimile,telephone, or other electronic instruction directing a financial institution or a crypto currency exchange or wallet that holds a user's encryption keys to debit a transfer account and to transfer, pay, or deliver money or securities from that transfer account, which instruction purports to have been transmitted by you, but was in fact fraudulently transmitted by someone else without your knowledge or consent; or 2. written instruction (other than those described in Insuring agreement B. Forgery) issued to a financial institution or a crypto currency exchange or wallet that holds a user's encryption keys directing such institution to debit a transfer account and to transfer, pay, or deliver money or securities from that transfer account, through an electronic funds transfer system at specified times or under specified conditions, which instruction purports to have been issued by you, but was in fact issued,forged, or altered by someone else without your knowledge or consent. Funds transfer fraud does not include any transfer, payment, or delivery of money or securities which required you, your employees, your executive employees, or others on your behalf (other than the financial institution or crypto currency exchange or wallet)to take any action in order the complete the transfer, payment, or delivery of such money or securities. Identity fraud means the unlawful and knowing transfer or use of a form of identification belonging to your business or any executive employee with the intent to commit, or to aid or abet another to commit, any unlawful activity constituting a violation of federal law or a felony under any applicable state or Includes copyrighted material of Insurance Services Offices, Inc.,with its permission CSUCRI P0001A CW(12/22) Page 13 of 18 n'r+ HISCQXC-Suite Crime Coverage Part Loss Discovered Policy local law. Identity fraud expense means: 1. advertising and public relations expenses incurred by you to restore your business reputation as a result of an identity fraud; 2. costs incurred by you or any executive employee to notarize affidavits or similar documents attesting to fraud, as required by financial institutions or similar credit grantors or credit agencies; 3. costs incurred by you or any executive employee for certified mail to law enforcement agencies, credit agencies,financial institutions, or similar credit grantors; 4. costs incurred by you or any executive employee to obtain credit reports; 5. costs to provide one year of credit monitoring services to monitor, restore, and/or protect your or any executive employee's credit; 6. lost income incurred by you or any executive employee resulting from any time taken off work to complete fraud affidavits or meet with or talk to law enforcement agencies, credit agencies, and/or legal counsel, up to a maximum of$250 per day. The most we will pay for lost income under this part 6 will be$10,000 or the applicable limit of liability,whichever is less; 7. loan application fees incurred by you or any executive employee to reapply for a loan when the original application is rejected solely because the lender received incorrect credit information; 8. reasonable attorneys'fees to: a. defend lawsuits brought against you or any executive employee by merchants, vendors, suppliers,financial institutions, or their collection agencies; b. remove any criminal or civil judgments wrongly entered against you or any executive employee; or C. challenge the accuracy or completeness of any information in a consumer credit report for you or any executive employee; 9. charges incurred by you or any executive employee for long distance telephone calls to merchants,vendors, suppliers, customers, law enforcement agencies,financial institutions, or similar credit grantors or credit agencies to report or discuss an actual identity fraud; and 10. any other reasonable expense incurred by you or any covered individual with our prior written consent. Manager means a natural person serving in a directorial capacity for a limited liability company. Member means an owner of a limited liability company represented by its membership interest, who, if a natural person, may also serve as a manager. Messenger means you, your relative, any of your partners or members, or any employee while having care and custody of property covered by this Coverage Part outside the premises. Money means: 1. currency, including Bitcoin or any other digital currency, crypto currency, or electronic currency, coins,or bank notes in current use anywhere in the world and having a face value; 2. bullion; 3. traveler's checks and money orders held for sale to the public; or 4. funds on deposit at a financial institution. Occurrence means: 1. under Insuring agreements,A. Fidelity and D.B. Licensing Violation: Includes copyrighted material of Insurance Services Offices, Inc.,with its permission CSUCRI P0001A CW(12/22) Page 14 of 18 n'r+ HISCQXC-Suite Crime Coverage Part Loss Discovered Policy a. an individual act; b. the combined total of all separate acts whether or not related; or C. a series of acts whether or not related, committed by an employee, fiduciary, or employee of a vendor acting alone or in collusion with other persons, prior to or during the policy period, or both. 2. under Insuring agreement B. Forgery: a. an individual act; b. the combined total of all separate acts whether or not related; or C. a series of acts whether or not related; committed by a person acting alone or in collusion with other persons, involving one or more instruments, prior to or during the policy period, or both. 3. under all other Insuring agreements: a. an individual act or event; b. the combined total of all separate acts or events whether or not related; or C. a series of acts or events whether or not related; committed by a person acting alone or in collusion with other persons, or not committed by any person, prior to or during the policy period, or both. Under Insuring agreement D.7. Virus Restoration,with respect to a virus only, once you have restored your computer system to the level of operational capability that existed before the virus occurred,any recurrence of the same virus will constitute a separate occurrence. Other property means any tangible property other than money or securities that has intrinsic value. Other property does not include computer programs, electronic data, or any property specifically excluded under this Coverage Part. Policy period means the period of time stated in Item 2 of the Declarations. Premises means the interior of that portion of any building you occupy in conducting your business operations. If you conduct your business operations outdoors or in an open air venue, premises will also mean the area you or your employees, clients, or vendors occupy in the course of such business operations. Robbery means the unlawful taking of property from the care and custody of a person by one who has: 1. caused or threatened to cause that person bodily harm; or 2. committed an obviously unlawful act witnessed by that person. Safe burglary means the unlawful taking of property from within a locked safe or vault by a person who entered the safe or vault unlawfully, as evidenced by marks of forcible entry on its exterior. Safe burglary includes the unlawful taking of a safe or vault from inside the premises. Securities means instruments or contracts representing money, property, or a debt or equity interest in an entity, including: 1. stocks and bonds,whether or not evidenced by a certificate; 2. tokens, tickets, revenue, and other stamps(whether represented by actual stamps or unused value in a meter) in current use; 3. gift certificates and gift cards; 4. casino chips issued by you; and 5. evidences of debt issued in connection with credit or charge cards not issued by you, Includes copyrighted material of Insurance Services Offices, Inc.,with its permission CSUCRI P0001A CW(12/22) Page 15 of 18 n'r+ HISCQXC-Suite Crime Coverage Part Loss Discovered Policy but does not include money. Theft means the unlawful taking of property to its owner's deprivation. Transfer account means: 1. a crypto currency exchange or wallet; or 2. an account maintained at a financial institution, from which one can initiate the transfer, payment, or delivery of money or securities by means of: a. telefacsimile,telephone, or other electronic instruction; or b. written instructions(other than those covered under Insuring agreement B. Forgery) establishing the conditions under which transfers are to be initiated by such exchange,wallet, or financial institution through an electronic funds transfer system. Vendor means an entity that provides goods or services to you pursuant to a written agreement. Solely with respect to Insuring agreement A.2. Third Parties' Property, vendor also includes any entity that provides goods or services to you pursuant to an oral agreement. Vendor does not include any independent contractor, financial institution, asset manager, broker-dealer, or armored motor vehicle company. Voice computer system means a computer system which provides a capability used for the direction or routing of telephone calls in a voice communications network. Watchperson means any person retained by you specifically to have care and custody of property covered by this Coverage Part inside the premises and who has no other duties. Watchperson does not include an employee. You, your, or insured means a named insured, subsidiary, employee benefit plan, or acquired entity, as defined in Section III. Who is an insured. VIII. Other provisions affecting coverage Cancellation A. 1. This Coverage Part may be canceled by the named insured (or, if there is more than one named insured, the first one listed in the Declarations)by giving written notice, which must include the date the cancellation will be effective, to us at the address stated in the Declarations. 2. This Coverage Part may be canceled by us by mailing to the named insured by registered, certified, or other first-class mail (or by email where allowed by applicable law), at the named insured's address(or email address)stated in Item 1 of the Declarations, written notice which must include the date the cancellation will be effective. The effective date of the cancellation will be no less than: (i)60 days after the date of the notice of cancellation; or(ii)fifteen days after the date of the notice of cancellation if the cancellation is due to nonpayment of premium. 3. The mailing (or emailing)of the notice will be sufficient proof of notice,and this Coverage Part will terminate at the date and hour specified in the notice. 4. If this Coverage Part is canceled,whether by you or us,we will return a pro rata proportion of the premium. 5. Payment or tender of any unearned premium by us will not be a condition precedent to the cancellation, but such payment will be made as soon as possible. Includes copyrighted material of Insurance Services Offices, Inc.,with its permission CSUCRI P0001A CW(12/22) Page 16 of 18 n'r+ HISCQXC-Suite Crime Coverage Part Loss Discovered Policy 6. If this Coverage Part is canceled as to any insured, loss sustained by that insured will be covered under this Coverage Part only if it is discovered by you or an executive employee pursuant to the rules contained in subsection D. Extended period to discover loss below. Examination of your books B. We may examine and audit your books and records as they relate to this Coverage Part at and records any time during the policy period and up to three years afterward. Excluded countries for C. We will have no obligation to pay any sums under this Coverage Part for any extortion which extortion involves a threat to: (i) inflict bodily injury to any person(s)who was captured or allegedly captured in; or(ii)damage a premises or any property within a premises located in,any of the countries listed in the Excluded Countries- Extortion endorsement attached to this Coverage Part. Extended period to discover D. If this Coverage Part or any Insuring agreement is canceled as to any insured, or any loss subsidiary ceases to be a subsidiary,we will still pay for loss that the insured sustained prior to the effective date of cancellation, or the date the subsidiary ceased to be a subsidiary, provided the loss is discovered by you or an executive employee no later than: 1. 60 days after the date of the cancellation or change in ownership or control of the subsidiary, provided this extended period to discover loss will terminate immediately on the effective date of any other similar insurance obtained by that subsidiary, so long as such other insurance provides coverage for loss sustained prior to its effective date; or 2. one year after the date of the cancellation with regard to any employee benefit plans under Insuring agreement A.S. ERISA. Inventory shortages E. If you claim any loss which: 1. involves property contained in any money operated device,we will not be obligated to pay any sums under this Coverage Part for such loss unless the amount of money deposited in the device is recorded by a continuous recording instrument in the device. 2. is dependent on an inventory computation or a profit and loss computation in order to establish its existence or the amount of the loss, we will not be obligated to pay any sums under this Coverage Part for such loss unless you establish apart from such computations that you have sustained a loss. You may offer your inventory records and actual physical count of inventory in order to establish such loss. Joint insured F. 1. If the named insured is no longer covered under this Coverage Part, then the subsidiary with the most employees will have the sole responsibility for acting on behalf of all other insureds with respect to the obligations described in this Section V. Your obligations. 2. Any knowledge possessed by one insured will be imputed to every other insured. 3. An employee of any insured is considered an employee of every insured. 4. We will only be obligated to pay up to the applicable limit of liability for any covered loss under this Coverage Part, regardless of the number of insureds who sustain the loss, except in the event the loss is sustained by more than one employee benefit plan under Insuring agreement A.S. ERISA. 5. Payment by us to the first named insured (or employee benefit plan if applicable under Insuring agreement A.S. ERISA)for loss sustained by you will fully release us from our obligations with respect to that loss. Legal action against us G. You may not bring any legal action against us involving any loss: 1. unless you have complied with all of the terms of this policy; 2. until 90 days after you have filed a proof of loss with us; and 3. unless brought within two years from the date you or an executive employee discovered the loss. Includes copyrighted material of Insurance Services Offices, Inc.,with its permission CSUCRI P0001A CW(12/22) Page 17 of 18 n'r+ HISCQXC-Suite Crime Coverage Part Loss Discovered Policy If any limitation in this subsection G is prohibited by law, it will be deemed amended to equal the minimum period of limitation provided by applicable law. Liberalization H. To the extent we adopt any changes to our Crime insurance policies after the issuance of this Coverage Part which provide broader coverage than the coverage provided by this Coverage Part, the relevant provisions of this Coverage Part will be deemed replaced by the broader language. Other insurance I. If other valid and collectible insurance is available to you for a loss covered under this Coverage Part, we will only pay for the amount of loss that exceeds the limit of insurance and deductible amount of that other insurance. Our payment for any loss is subject to the terms and conditions of this Coverage Part. However, if loss covered under this Coverage Part and other insurance available to you is subject to a retention or deductible,we will recognize erosion of the deductible by the total of all such other insurance plus any deductible applicable to that other insurance. Includes copyrighted material of Insurance Services Offices, Inc.,with its permission CSUCRI P0001A CW(12/22) Page 18 of 18 -11fe. H I SCOX C-Suite` Endorsement 1 NAMED INSURED: Santa Ana Golf, LLC E1400.2 ERISA Bond Coverage Endorsement In consideration of the premium charged, and on the understanding this endorsement leaves all other terms, conditions, and exclusions unchanged, it is agreed the Crime Coverage Part is amended as follows: I. Solely with regard to Insuring agreement A.5. ERISA, the Insurer listed in the Declarations is amended to read: FEDERATED MUTUAL INSURANCE COMPANY(A Mutual Company) 121 East Park Square Owatonna, Minnesota 55060 (888)333-4949 (507)455-5200 II. Federated Mutual Insurance Company Inc. will have no liability under Section I. Insuring agreements except for loss or damage covered by Insuring agreement A.5. ERISA. III. Hiscox Insurance Company Inc.will have no liability for loss or damage covered by Section I. Insuring agreement A.5. ERISA. IV. Sections II. Coverage enhancements, III. Who is an insured, IV. Limits of liability and settlement, V. Your obligations, VI. Exclusions—What is not covered, VII. Definitions, and VIII. Other provisions affecting coverage will apply to Federated Mutual Insurance Company. V. The following is added to the end of Section VIII. Other provisions affecting coverage, A. Cancellation: Any premium that we receive from you will first be applied to the premium charged for Insuring agreement A.5. ERISA, and second,will be applied to the premium charged for any other Insuring agreement. If we cancel or non-renew this policy, we will provide separate notices of cancellation on behalf of Hiscox Insurance Company Inc. and Federated Mutual Insurance Company identifying the coverage being terminated. VI. In the Crime Coverage Part section in the Declarations, the line starting with the words"Crime Premium" is deleted in its entirety and replaced with the following: Premium for Crime Coverage Part excluding Insuring $3,085.00 agreement A.5: Premium for Insuring agreement A.5. only: $174.00 Total Crime Premium: $3,259.00 VII. Solely with respect to Insuring agreement A.5. ERISA, the following is added to the end of the clause beginning, "IN WITNESS WHEREOF" in the Declarations: IN WITNESS WHEREOF, Federated Mutual Insurance Company Inc. has caused this policy to be signed by its President and Secretary, but this policy shall not be effective unless also signed by the Insurer's duly authorized representative. Secretary CSUCRI E1400 CW(07/17) Page 1 of 2 ilfCl CI`,.. -11fe. H I SCOX C-Suite` Endorsement 1 NAMED INSURED: Santa Ana Golf, LLC Endorsement effective: 05/01/2026 Certificate No.: UC25661728.26 Endorsement No: 1 Processed Date: 04/21/2026 Hiscox Inc. 41�? &e— Authorized Representative Mary Boyd CSUCRI E1400 CW(07/17) Page 2 of 2 Jev H I SCOX ECONOMIC AND TRADE SANCTIONS POLICYHOLDER NOTICE Hiscox is committed to complying with the U.S. Department of Treasury Office of Foreign Assets Control (OFAC) requirements. OFAC administers and enforces economic sanctions policy based on Presidential declarations of national emergency. OFAC has identified and listed numerous foreign agents, front organizations, terrorists, and narcotics traffickers as Specially Designated Nationals (SDN's) and Blocked Persons. OFAC has also identified Sanctioned Countries. A list of Specially Designated Nationals, Blocked Persons and Sanctioned Countries may be found on the United States Treasury's web site http://www.treas.ciov/offices/enforcement/ofac/. Economic sanctions prohibit all United States citizens (including corporations and other entities) and permanent resident aliens from engaging in transactions with Specially Designated Nationals, Blocked Persons and Sanctioned Countries. Hiscox may not accept premium from or issue a policy to insure property of or make a claim payment to a Specially Designated National or Blocked Person. Hiscox may not engage in business transactions with a Sanctioned Country. A Specially Designated National or Blocked Person is any person who is determined as such by the Secretary of Treasury. A Sanctioned Country is any country that is the subject of trade or economic embargoes imposed by the laws or regulations of the United States. In accordance with laws and regulations of the United States concerning economic and trade embargoes, this policy may be rendered void from its inception with respect to any term or condition of this policy that violates any laws or regulations of the United States concerning economic and trade embargoes including, but not limited to the following: (1) Any insured under this Policy, or any person or entity claiming the benefits of such insured, who is or becomes a Specially Designated National or Blocked Person or who is otherwise subject to US economic trade sanctions; (2) Any claim or suit that is brought in a Sanctioned Country or by a Sanctioned Country government, where any action in connection with such claim or suit is prohibited by US economic or trade sanctions; (3) Any claim or suit that is brought by any Specially Designated National or Blocked Person or any person or entity who is otherwise subject to US economic or trade sanctions; (4) Property that is located in a Sanctioned Country or that is owned by, rented to or in the care, custody or control of a Sanctioned Country government, where any activities related to such property are prohibited by US economic or trade sanctions; or (5) Property that is owned by, rented to or in the care, custody or control of a Specially Designated National or Blocked Person, or any person or entity who is otherwise subject to US economic or trade sanctions. Please read your Policy carefully and discuss with your broker/agent or insurance professional. You may also visit the US Treasury's website at http://www.treas.ciov/offices/enforcement/ofac/. Hiscox Inc. www.hiscoxusa.com Page 1 of 1 INT N001 CW 01 09 Al. encourage I org Hiscox Inc. 520 Madison Avenue—32"d Floor New York, NY 10022 CYBER NOTICE In light of the continually evolving cyber risk environment, starting July 1, 2020, Hiscox Inc. policies incepting on or after July 1, 2020 will include specific language affirmatively stating whether we are covering or excluding losses caused by cyber events. Your policy for the new policy period includes a new "Amend Definition of Extortion Endorsement (Ransomware; Virus)" endorsement, which explains the intent to exclude losses arising from described cyber events or incidents under the Extortion Insuring Agreement (if purchased). This endorsement clarifies and does not alter the intended scope of coverage offered under your policy. If you have additional questions or concerns about the endorsement or this Notice, please contact your authorized insurance agent or broker. Thank you for your business and we look forward to continue providing you with quality service.