Att #17 Verde Design Inc — City Council/Public Financing Authority, August 19, 2025

PROFESSIONAL SERVICES CONTRACT BETWEEN

THE CITY OF HUNTINGTON BEACH AND
VERDE DESIGN, INC.

FOR

ON-CALL ARCHITECTURAL ENGINEERING, LANDSCAPE

ARCHITECTURAL ENGINEERING AND PROFESSIONAL

CONSULTING SERVICES
THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY" VERDE DESIGN, INC., a California Corporation hereinafter referred to as "CONSULTANT."
WHEREAS, CITY desires to engage the services of a consultant to provide on-call architectural engineering, landscape architectural engineering and professional consulting services; and
Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and
CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows:

SCOPE OF SERVICES
CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT."
CONSULTANT hereby designates Mark Baginksi who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 25-16636/3833897 1 of 11

CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement.

3. TERM; TIME OF PERFORMANCE
Time is of the essence of this Agreement. The services of CONSULTANT are to commence on → 20 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than three (3) years from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT.

In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein.

COMPENSATION
In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed One Million Dollars ($1,000,000.00).

EXTRA WORK
In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 25-16636/3833897 2 of 11

6. METHOD OF PAYMENT
CONSULTANT shall be paid pursuant to the terms of Exhibit "B."

DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS
CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit, provided that any such use not within the purposes intended, by the Agreement shall be at City's sole risk.

8. HOLD HARMLESS
A. To the extent allowed by Civil Code Section 2782.8, CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel.

This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT.
25-16636/3833894 3 of 11
B. To the extent that CONSULTANT performs "Design Professional Services" within the meaning of Civil Code Section 2782.8, then the following Hold Harmless provision applies in place of subsection A above:
"CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8.

C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation.

This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT.

PROFESSIONAL LIABILITY INSURANCE
CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars 25-16636/3833897 4 of 11
($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that:

The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements).

B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims.

CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement.

If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. . Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY.

10. CERTIFICATE OF INSURANCE
Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall:
25-16636/3833897 5 of 11
A. provide the name and policy number of each carrier and policy; state that the policy is currently in force; and
C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days? prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium.

CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY.

The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required.

11. INDEPENDENT CONTRACTOR
CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder.

12. TERMINATION OF AGREEMENT
All work required hereunder shall be performed in a good and workmanlike manner.

CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall 25-16636/3833897 6 of 11
be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT.

13. ASSIGNMENT AND DELEGATION
This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove.

14. COPYRIGHTS/PATENTS
CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement.

15. CITY EMPLOYEES AND OFFICIALS
CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code.

16. NOTICES
Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or 25-16636/3833897 7 of11
other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested:

TO CITY: TO CONSULTANT:

City of Huntington Beach VERDE DESIGN, INC.

ATTN: Dir. Comm. & Library Services ATTN: Mark Baginski 2000 Main Street 3685 Main Street Suite 350
Huntington Beach, CA 92648 Riverside, CA 92501

17. CONSENT
When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event.

18. MODIFICATION
No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties.

19. SECTION HEADINGS
The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement.

20. INTERPRETATION OF THIS AGREEMENT
The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator of court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining 25-16636/3833897 8 of 11
covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law.

21. DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it.

22. IMMIGRATION
CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification.

23. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for 25-16636/3833897 9 of 11
CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT.

24. ATTORNEY'S FEES
In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party.

25. SURVIVAL
Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive.

26. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the State of California.

27. SIGNATORIES
Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.

28. ENTIRETY
The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this 25-16636/3833897 10 of 11
Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof.

29. EFFECTIVE DATE
This Agreement shall be effective on the date of its approval by the City Council.

This Agreement shall expire when terminated as provided herein.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers.

CONSULTANT, CITY OF HUNTINGTON BEACH, a
VERDE DESIGN, INC. municipal corporation of the State of California
Ve
By:

DeniA ConMaY
print name Mayor
ITS: (circle one) Chairman/President/Vice President
Principal
AND
City Clerk
By: INITIATED AND APPROVED:
nance l Cronin
print name
ITS: (circle one) Secretary/Chief Financial Officer/Asst.

Director of Community & Library Services
Secretary - Treasurer
REVIEWED AND APPROVED:

City Manager
APPROVED AS TO FORM:

City Attorney
25-16636/3833897 11 of 11
Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof.

29. EFFECTIVE DATE
This Agreement shall be effective on the date of its approval by the City Council.

This Agreement shall expire when terminated as provided herein.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers.

CONSULTANT, CITY OF HUNTINGTON BEACH, a
VERDE DESIGN, INC. municipal corporation of the State of California
By:_
print name Mayor
ITS: (circle one) Chairman/President/Vice President
AND City Clerk
By:_ INITIATED AND APPROVED:
print name tchless Wits
ITS: (circle one) Secretary/Chief Financial Officer/Asst. Director of Community & Library Services Secretary - Treasurer
REVIEWED AND APPROVED:

City Manager
APPROVED AS TO FORM:

City Attorney
25-16636/3833897 11 of 11
EXHIBIT "A"
A. STATEMENT OF WORK: (Narrative of work to be performed) Consultant to provide on-call architectural engineering, landscape architectural engineering and professional consulting services
B. CONSULTANT'S DUTIES AND RESPONSIBILITIES:

SEE ATTACHED EXHIBIT A
CITY'S DUTIES AND RESPONSIBILITIES:

D. WORK PROGRAM/PROJECT SCHEDULE:

EXHIBIT A

NGTON BEACH
CITY

COUN CALIFO
APRIL 29, 2025

REQUEST FOR

QUALIFICATIONS (RFQ)

FOR ON-CALL

ARCHITECTURAL

ENGINEERING, LANDSCAPE

ARCHITECTURAL

ENGINEERING, AND

PROFESSIONAL

CONSULTING SERVICES
Verde Design
PA
Uptown Family Park, City of Paso Robles

TABLE OF CONTENTS
TAB A
VENDOR APPLICATION FORM AND COVER LETTER... ...P3
TAB B
BACKGROUND AND PROJECT SUMMARY SECTION... ..P6
TAB C
METHODOLOGY SECTION .P9
TAB D
STAFFING...... P16
TAB E
QUALIFICATIONS ..P24
TAB F

FEE PROPOSAL (SUBMITTED SEPARATELY PER THE RFQ)

RF FOR ON-CALL ARCHITECTURAL ENGEERNG, LANDSCAPE ARCHITECTURAL ENGNEERING, AND PROFESSIONAL CONSULTING SERVICES VERDE DESIGN, INC. 2/30
April 29, 2025
(0)
City of Huntington Beach
2000 Main Street, Huntington Beach, CA 92648 Verde Design Attn: Cody Hernandez, Buyer
SUBJECT: REQUEST FOR QUALIFICATIONS (RFQ) FOR ON-CALL ARCHITECTURAL ENGINEERING,

LANDSCAPE ARCHITECTURAL ENGINEERING, AND PROFESSIONAL CONSULTING SERVICES Dear Mr. Hernandez and Members of the Evaluation Committee:

We thank you for considering our proposal for the City of Huntington Beach's (City) RFQ for On-Call Architectural Engineering, Landscape Architectural Engineering, and Professional Consulting Services.

Verde Design, Inc. stands as a leading provider of comprehensive and integrated landscape architecture and civil engineering services. Our specialization encompasses the planning, design, and construction administration of public recreational and athletic facilities. We collaborate closely with cities, counties, and parks and recreation districts to develop outstanding outdoor environments that improve the quality of life for our clients' communities. We are a committed team of 5l experienced professionals dedicated to improving recreational facilities, athletic programs, and the unique environments that enhance neighborhoods and community areas. We represent a team of talented professionals, including myself, Chris Giannini, as associate and senior project manager, and Mark Baginski as project principal, to help you achieve your goals. Our firm boasts a strong history, having successfully completed over 750 projects for more than 110 public agencies, including over 45 successful on-call partnerships. Many of these projects align closely with your anticipated initiatives. The office that will be providing services is located at 3685 Main Street, Suite 350, Riverside, CA 92501.

Experience with Similar Projects: We proudly uphold an extensive portfolio of successful public recreational facilities, demonstrating our proficiency in transforming master plans into tangible construction projects.

Our efforts prioritize health and wellness, fostering an environment conducive to both educational pursuits and recreational activities. This wealth of expertise has reinforced our distinguished reputation for crafting designs that are not only visually striking but also functional for public interaction, all while honoring the historical and cultural significance of the communities we serve. We possess a profound understanding of how to create community facilities that cater to the recreational needs and interests of the population, ensuring that these spaces are sustainable, operationally efficient, and visually appealing.

Sharing Our Knowledge: We will act as an integral part of your team, focusing on fostering robust relationships with your staff by attentively considering your evolving objectives and executing projects that fulfill them. Recognizing that proactive communication is essential for timely and budget-conscious project delivery, our team will be accessible and responsive during the entire process and even after project completion. By selecting Verde Design, you are securing a dedicated advocate and a partner invested in the enduring success of your projects.

We trust that this submission will enhance your comprehension of our dedication to excellence in design and exceptional service for our clients. We are eager to have the chance to create something remarkable within the Huntington Beach community, all while adhering to the established timeline and budget constraints. In my capacity as both associate and senior project manager, I, with the assistance of Mike Salazar, project manager, will be your main point of contact and will remain actively engaged throughout the entire process until your project is successfully completed. The proposal price will be valid for a period of at least 180 days. We acknowledge Addendum No. 1 and 2.

Sincerely,
VERDE DESIGN, INC. ch
Chris Giannini, RLA, Associate & Sr. PM (City contact) Mark Baginski, RLA, LEED AP, Principal (Authorized Signature) 951.221.3142 | [email protected] 408.850.3411 | [email protected] 3685 Main Street, Suite 350, Riverside, CA 92501 3685 Main Street, Suite 350, Riverside, CA 92501

RFQ FOR ON-CALL ARCHITECTURAL ENGNEERING, LANDSCAPE ARCHITECTURAL ENGNEERING, AND PROFESSIONAL CONSULTING SERVICES VERDE DESIGN, INC. 3/30
Verde Design

REQUEST FOR PROPOSAL

VENDOR APPLICATION FORM
TYPE OF APPLICANT: IX NEW • CURRENT VENDOR
Legal Contractual Name of Corporation: Verde Design Inc.

Contact Person for Agreement: Mark Baginski
Corporate Mailing Address: 3685 Main Street, Suite 350
City, State and Zip Code: Riverside, CA 92501
E-Mail Address: [email protected]
Phone: 408.850.3411 Fax: 408.985.7260
Contact Person for Proposals: Chris Giannini
Title:_Associate, Senior Project Manager E-Mail Address: [email protected] Business Telephone:_951.221.3142 Business Fax: 408.985.7260 Year Business was Established: 2007
Is your business: (check one)
• NON PROFIT CORPORATION X FOR PROFIT CORPORATION
Is your business: (check one)
CORPORATION • LIMITED LIABILITY PARTNERSHIP
INDIVIDUAL • SOLE PROPRIETORSHIP

PARTNERSHIP UNINCORPORATED ASSOCIATION

REQ FOR ON-CALL ARCHITECTURAL ENGNEERING, LANDSCAPE ARCHITECTURAL ENGNEERING, AND PROFESSIONAL CONSULTING SERVICES VERDE DESIGN, INC. 4/30
Verde Design
Names & Titles of Corporate Board Members
(Also list Names & Titles of persons with written authorization/resolution to sign contracts) Names Title Phone
Mark Baginski Principal/Secretary 408.850.3411
Devin Conway Principal/Vice President 408.850.3420
Derek Mckee Principal/President 408.850.3410
Nance Cronin Principal/Treasurer 408.850.3405
Antonia Conway Board Member 408.884.9585
Federal Tax Identification Number: 20-897-4203
N/A
City of Huntington Beach Business License Number:
(If none, you must obtain a Huntington Beach Business License upon award of contract.) City of Huntington Beach Business License Expiration Date:

RFQ FOR ON-CALL ARCHITECTURAL ENGINEERNG, LANDSCAPE ARCHITECTURAL ENGINEERING, AND PROFESSIONAL CONSULTING SERVICES VERDE DESIGN, INC. 5/30

TAB B PROJECT SUMMARY

PROJECT SUMMARY SECTION

FIRM PROFILE YEARS IN

VERDE DESIGN FIRM INFORMATION BUSINESS
18 AS A CERTIFIED SMALL
Type of Legal Entity: S Type Corporation and
Certified Small Business Enterprise BUSINESS ENTERPRISE Years in Business: 18 years PARK &
Number of Employees: 5l PLAYGROUND
Main-Contact: Chris Giannini, RLA, Associate, Sr. 150 PROJECTS FOR PM, 951.221.3142 | [email protected] PUBLIC AGENCIES Office Providing Services: 3685 Main Street,
Suite 350, Riverside, CA 92501 PUBLIC AGENCIES
Website: www.verdedesigninc.com PARTNERED WITH
110
OVER THE LAST 18

ABOUT VERDE DESIGN YEARS IN BUSINESS
Verde Design is an integrated landscape
architecture and civil engineering firm FIRM PRINCIPALS specializing in award-winning recreational
and athletic-focused spaces. We provide our
clients with comprehensive planning, design,
and construction administration services, and
focus on serving cities, counties, and parks
and recreations districts. DEREK MCKEE, RLA DEVIN CONWAY, PE We have partnered with over 110 public RDE DE
agencies to date, and have completed
more than 750 public facility projects for
clients. Projects have ranged from small
neighborhood pocket parks to destination MARK BAGINSKI, RLA NANCE CRONIN sites, including expansive community parks
and sports complexes. We staff our projects
with a team of creative problem solvers, OUR PROJECTS & SERVICE TYPES and draw upon our in-house site planning, •Landscape •New & Replacement grading and drainage, planting, and irrigation Architecture Athletic & Rec Fields design expertise, to provide solutions that •Civil Engineering •New & Replacement meet or beat project schedules and remain •Master Planning Playgrounds within the established project budgets. •Facility Assessments •All-Inclusive •Management Plans/ Playgrounds
BRIEF HISTORY • Bike/skate Parks
•Feasibility Studies •Sports Field/Park
In 2007, Derek Mckee and Devin Conway, both •Schematic Design Lighting veterans of the A/E/C industry, purchased key •3D Modeling •Tennis/Hard Courts assets of a former firm and founded Verde •Community •Pre-Fab Buildings Design, a certified SBE. Our leaders have Facilitation for Restrooms, crafted a culture rooted in sound practice, & Outreach Concessions, focused on sustainability, and staffed with •Construction Maintenance, and people who care about enhancing their Documentation Storage communities. Since our founding in Santa • Irrigation Design •Plazas/Entry Elements Clara, we expanded operations with additional & Audits •Stormwater Facilities offices in Folsom, Santa Rosa, and Riverside •Cost Estimating •SWPPP & SWMOCP

RFQ FOR ON-CALL ARCHITECTURAL ENGINEERING, LANDSCAPE ARCHITECTURAL ENGINEERNG, AND PROFESSIONAL CONSULTING SERVICES VERDE DESIGN, INC. 6/30

TAB B BACKGROUND AND

PROJECT SUMMARY SECTION

VERDE DESIGN BY THE NUMBERS

WE ARE PROUD
THAT OVER 96%
OF OUR BUSINESS 750
COMES FROM 51 PROFESSI

PROFESSIONALS

REPEAT CLIENTS

ATHLETIC FACILITY PROJECTS
96% COMPLETED IN THE LAST 18

YEARS IN BUSINESS

SANTA CLARA
110 PUBLIC
FOLSOM

AGENCIES
4 SANTA ROSA

PARTNERED

RIVERSIDE

BRANCH OFFICES WITH IN
THE LAST 18
*OFFICE PROVIDING SERVICES: YEARS
RIVERSIDE OFFICE: 3685 MAIN ST,
SUITE 350, RIVERSIDE, CA 92501 IN BUSINESS

YEARS IN

BUSINESS
18 AS A CERTIFIED 42
SMALL
$750 MILLION IN PUBLIC BUSINESS

PROJECT DESIGN

PROJECTS COMPLETED ENTERPRISE AWARDS RECEIVED
Verde Design possesses a wealth of experience in the design of athletic and recreational facilities, having successfully completed more than 400 400 projects involving synthetic turf, which includes over 100 synthetic turf field replacements. Our comprehensive understanding of these turf systems, combined with our technical proficiency, has established us as SYNTHETIC TURF FIELDS a premier specialist in synthetic turf across California.

DESIGNED FOR The expertise of our project team encompasses a thorough knowledge OUR PROJECTS/CLIENTS of the necessary products, drainage solutions, maintenance protocols, and the management of program usage that synthetic turf fields demand. We are committed to equipping you with the essential information required to make well-informed choices regarding the selection of products for your fields.

RFQ FOR ON-CALL ARCHITECTURAL ENGEERING, LANDSCAPE ARCHITECTURAL ENG.NEERING, AND PROFESSIONAL CONSULTING SERVICES VERDE DESIGN, INC. 7/30

BACKGROUND AND
TAB B

PROJECT SUMMARY SECTION

UNDERSTANDING OF THE CITY
Verde Design understands that the City of
Huntington Beach (City) is built out and
new development is limited. As existing
facilities age, renovation, re-imagining and
redevelopment of public spaces is critical
to meeting the community's needs. The
City is seeking qualified design consultants
to submit qualifications to be selected to
provide consulting services on an "on-call"
basis for projects to be determined during the
three-year term of the contract which has an cers
optional one-year term. The City will issue task
orders for each project based upon the scope UN Plozo, City of San Francisco of services, qualifications, work schedule and
reasonableness of the fee. For task orders • Landscape architecture services throughout greater than $50,000, the City will solicit City medians and public spaces qualifications from two or more consultants. • Prepare sketches, renderings, and materials In the case of projects where the consultant boards providing alternative architectural cannot provide all services internally, we may concepts, designs, and options that can be sub-contract with appropriate firms. The applied to project requirements. scope of work in general terms will include the • Prepare in AutoCAD or Revit, 24x36 following. inch construction drawings for bidding
• Kick-off & progress meetings and archival purposes, providing code requirements, floor plans, ceiling plans, roof
• Preliminary plans and design plans, elevations, walls, material schedules, • Entitlements/permits door and window schedules, and details. A • Construction documents (plans, full-size set at design stage will be provided specifications, cost estimates and bidding with electronic file in PDF format, and in documents) AutoCAD or Revit format.
• Technical reports and analysis of varying types • Provide technical specifications in MS Word format, for materials and methods
• Bid assistance
to be incorporated into the City's Standard
• Construction support Supplemental Master Specifications.

Verde Design is submitting under the • Prepare Architect's/ Engineer's cost Landscape Architectural Engineering Services estimates. category. We understand that the objective • Provide support during construction of is to provide the City with experienced, projects.
professional personnel to provide high quality, • Prepare as-builts and provide electronica timely services and documents for bidding file in PDF format, and in AutoCAD or Revit and construction. The types of services format.
include the following.
• Additional services such as assistance
• Provide landscape, architectural, planning with environmental assessments, material and design services primarily for existing testing, civil and soils engineering and City parks, facilities, community centers, building architecture may also be provided clubhouses, tenant improvements, ADA through the use of subconsultants or in- modifications and park developments. house personnel.

REQ FOR ON-CALL ARCHITECTURAL ENGINEERNG, LANDSCAPE ARCHITECTURAL ENGINEERING, AND PROFESSIONAL CONSULTING SERVICES VERDE DESIGN, INC. 8/30

TAB C SECHODOLOGY

SECTION

APPROACH AND

METHODOLOGY

IMPLEMENTATION PLAN

PROJECT MANAGEMENT
Our approach to project management
starts with the allocation of a highly
skilled and experienced team tailored
to each project. Chris Giannini will act
as the senior project manager and
your main point of contact, while Mark
Baginski will take on the role of principal-
in-charge. Both professionals bring over
thirty years of experience in designing, PROTECT
managing, and supervising a diverse
range of projects that align closely with
the City of Huntington Beach's (City)
upcoming projects. John D Morgan Park, City of Campbell, 2022 American Public Works Association (APWA) Honor Awards Recipient (Env/Parks < $2M)
Mark and Chris have collaborated on
numerous projects focused on the
development of neighborhood, community, our insights. This relationship-driven service promotes transparent and candid
and regional park facilities, encompassing
both new constructions and renovations. Their communication throughout the duration of work spans a wide array of enhancements, the project and beyond. We will ask you about including inclusive playgrounds, fitness your preferences regarding communication stations, splash pads, and various sports method and frequency during the project courts, as well as amenities like picnic areas, and will tailor our communication style to suit your preferences. Documents like the Basis of
amphitheaters, and dog parks. They have
also designed aquatics centers, running Design Document, Design Log, and Submittal tracks, and fields for baseball, soccer, and Book will help us communicate ideas, track cricket, while ensuring the integration of inquiries and document design progression, essential infrastructure such as sports lighting which will help you manage the project from the City side and will help you communicate
irrigation systems, and efficient grading and
drainage solutions tailored to client needs. project progress to your team.

Additionally, their partnership extends to the The Basis of Design document will provide creation of educational plazas and collegiate a detailed summary of our understanding athletic facilities, showcasing their dedication of the conceptual design. The Design Log to improving community spaces through documents the questions and decisions that thoughtful design and landscaping. arise during the design phase so that when The effectiveness of our collaborative the project is complete, a summary of specific approach lies in the commitment of our key decisions that shaped the final design can be easily referenced. These documents will
personnel, who will be engaged with the be included in the Submittal Book along with project from its inception to its completion.
an updated estimate of cost, plan and spec
We prioritize fostering strong partnerships, submittals and proposed site furnishing ensuring that our clients feel comfortable images that extends from conceptual reaching out with inquiries or seeking design through the final CD submittal. These

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TAB C SECHION METHODOLOGY
South Sunset Fields, San Francisco
resources, among others, are integral to files with the City to document the plan review our team's internal and external processes, process for all parties. Furthermore, we are facilitating the communication of critical equipped to participate in design charrettes information throughout the project lifecycle. through online platforms or in-person with the City and other Stake Holders.

In the process of preparing progress
submittals, we find it advantageous to SOLICITING AND DOCUMENTING VIEWS OF convene with the design team to collectively INTERNAL AND EXTERNAL STAKEHOLDERS examine the plans and specifications. This
collaborative approach fosters effective There are various definitions of "stakeholder." communication among team members, We begin by verifying who our stakeholders enabling us to identify and rectify any gaps are and understanding their relationship with in the plans while minimizing ambiguities. To the project and the typical approach the facilitate this teamwork, we have invested in City has used before. We have approached a variety of user-friendly and interactive tools stakeholder input in various ways. Sometimes, that enhance collaboration with our staff, with smaller groups, it can be as simple partners, and clients. One of the primary tools as one in depth meeting. Larger groups, we employ for our internal Quality Assurance / especially when they include community Quality Control measures is Bluebeam Revue, groups or special interest groups, may require which we utilize consistently for plan review, several progressive, outreach meetings that document plan revisions and managing start with general project information and agency approval processes. We are also end with finalized conceptual planning based able to share Bluebeam studio sessions with upon stakeholder input. We sometimes also the client, if desired, so that real-time plan prepare project documents, questionnaires, review can be done by the City as well. These support images and graphics that are used redlined documents can be shared as pdf in an online platform that allows stakeholders

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TAB C SECHONOLOGY
& the local community to conveniently
provide their input virtually and conveniently.

Just as with live meetings, we then take
that input and summarize it and put it into
easy to read and understand formats and
graphics to document the outreach process.

These summaries also demonstrate to the
stakeholders that they have been heard
and that their input was integrated into the
development of the project. This information
then serves as our design directives that
we use to inform our design process and
ultimately to develop the final project design.

SCOPE OF WORK

DELIVERING SERVICES/PROJECT
APPROACH TO WORKING WITH THE CITY Koiser Permanente Sports Village, City of Bakersfield Verde Design believes that the key to Listen - A key element to project success, or developing successful projects begins with any relational success for that matter. We a simple, but clear, philosophy, Investigate, emphasize the importance of listening to all Listen, Understand, and Recommend. project stakeholders' concerns and desires.

These are the core elements of our project Our team will provide options and incorporate approach. Beginning with our initial kick-off guidance provided by our client and other meeting with City staff, we will learn more stakeholders, including maintenance and about the proposed projects) and better operations staff, user groups, advisory bodies, understand your goals. This framework and members of the community. The result is critical to ensure consistent and clear of our focus on listening is a cohesive team communication is established between our
that works together on a shared path of
team and City staff. Our desire is to build understanding with client goals in mind, rapport with our clients. We want to become resulting in smooth-running projects. trusted partners as we work with you and for
you on your projects. Understand - As we mentioned, we use all information available to develop design
Investigate - The first step to the success of solutions that respond to our clients' project a project begins with a solid investigation. needs, including site constraints, client We will review existing documents and plans. staff direction, community feedback, and We will conduct a site visit with client staff the allocated budget. We document our to understand and analyze the existing understanding of the input and design conditions of the facilities. This will ensure that process by providing you with a Basis of we fully understand the projects' parameters Design Document. This document serves as and constraints, as well as the existing site a summary of the input we have received conditions and existing challenges. This site and states what we have heard and what our analysis effort will be utilized throughout the understanding of the design directive is. We projects, enabling educated and effective list all aspects of the project design in detail decisions to be made at the beginning of the so that you can review and comment on it to design phase and throughout the ensure that we have the same understanding project design. and expectations.

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METHODOLOGY

TAB C SECTION
Kay Sakamoto Park, City of Roseville
Recommend - Using our clients' clear of the schematic design graphics and and approved concept, we will render the support elements. The review at this stage project's vision into a complete, biddable is not technical, but quality control reviews set of construction documents. The Verde the design to verify community and staff Design team will draw upon past successes comments are included or rectified, spelling with our extensive recreational projects, as well as graphic clarity. and knowledge of recreational and athletic
facility design and construction to seamlessly As we develop construction documents, we facilitate the construction document phase. have a licensed professional who is not part With most of our projects being constructed of the project team provide a 'fresh eyes' our staff are also well experienced in review of the documents, in addition to the supporting our clients through bidding and reviews by the principal-in-charge and the construction phases. project manager. We perform internal redline reviews, incorporate revisions, and review
QUALITY ASSURANCE/QUALITY all client comments prior to submitting the documents to you.

CONTROL (QA/QC)
Our dedication to quality control throughout We review the submittal packages one week the life of a project is one of the ways we prior to our submittal date and again during establish trust that leads to long-term the City review period. During submittal relationships with our clients: We are proud of review meetings with City staff, we will share the fact that over 96% of our business comes our comments and jointly decide how to address each of them. As part of our internal
from repeat clients. Our internal Quality
Assurance (QA)/ Quality Control (QC) reviews review process, we request draft submittals address design, biddability, constructability, from all team consultants one week prior to compliance with local/state codes, and the submittal date. We review their plans, project requirements. comment on their materials, coordinate improvements between all team members,
Our QC begins with the design phase and and return them for updates as needed continues throughout a project's life. During before we incorporate their materials into our the design phase, we will review the content submittal package to you.

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TAB C METHODOLOGY

SECTION
Another aspect of our quality
assurance process is our multi-
disciplinary firm. We have licensed
landscape architects, civil
engineers, and irrigation designers
working together on the design
and integration of the drainage,
utilities, grading, materials, paving,
layout, planting, and irrigation.

Our staff will develop the project
with systems designed together,
creating a more efficient and
effective product.

Upon your request we can provide
our internal redline pdf drawings
with each submittal that will outline PURLIC: WORKS
comments and items we have
seen and have addressed prior to
our submittal. We can also provide Fair Oaks Park, City of Sunnyvale 2022 APWA Honor Awards Recipient (Env/Parks $5M-S25M)
City staff comments and documents that
were provided as part of the city's review
process with what their status is and how by our firm allows us to intelligently respond they were resolved. Each submittal includes to the needs and design services that may priority items such as cost estimate progress, be required for your anticipated projects. We plan updates, specifications, basis of design strive to provide problem-specific solutions document and the design log which tracks by matching the personal and professional questions, answers or outstanding items qualities of the individuals on our team to that came up since the last submittal. All best serve the project's needs. team members help update this report for
each submittal. At each submittal, we also Project schedules are a critical aspect of have a meeting with City staff to present the all projects outlining tasks, milestones, and submittal package in which the progress deliverables. When the schedule is being report is essentially the meeting agenda. developed, we develop our internal staffing plan and workload schedule. Communicating
The goals of the Verde Design QC/QA process and coordinating large staffing needs for are to ensure that the project is bid within a project is done internally in our weekly the stated budget, that the documentation production meetings. If a project is going to package is clear and free of ambiguity so require more staff than one project team can that it can be properly priced by a group of complete, we look at additional staff support qualified bidders, and that the improvements or overtime to meet delivery schedules. can be constructed in accordance with the
design intent. At the start, we will meet with you and your project team. We will review your overall
HOW WE CONTROL SCHEDULING schedule constraints, identify critical path items, set initial milestones, and then prepare
Verde Design employs 51 professionals with a draft master project schedule for further a variety of experience and expertise that discussion. This schedule will include such can be utilized to complete or assist with items as submittal deadlines, dates for any project. The variety of work completed review/presentation meetings, community/

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METHODOLOGY

TAB C SECTION
Noe Valley Town Square, City of San Francisco
governing body milestones, agency review, accurate estimate possible. While we are etc. As the schedule is refined and dates are seeing some easing of inflationary influences, set, we will make staffing assignments within there is uncertainty in future markets relative Verde and arrange internal workloads to meet to potential tariffs on foreign goods which will your deadlines. As the lead consultant, we cause some escalation in selective products. will also be carefully coordinating the work of
team consultants to ensure that their work is Our strategy to overcome these challenges is completed on schedule. a multi-faceted approach to cost estimating, including utilizing relationships in the contractor
PREPARING BUDGETS AND ESTIMATES community to understand current pricing and preparing additive alternates to our project
METHODOLOGY plans to cushion against market dynamics.

Good budgeting and estimating begin
with developing a clear project program, CONTINGENCIES UTILIZED prioritizing the program elements, and Verde Design utilizes the following aligning them with your expressed budget. contingencies as a starting point for We begin each project by developing cost most projects:
estimates based on the known information
and program. We work with the client to • Survey, Permits, Traffic and SWPPP 3% determine the revisions to the program • Bonding 2%
throughout each submittal to maintain the • Mobilization/Project Management 12-15% accuracy of project costs within budget. Our
estimates are developed by our staff and We have also carried other contingencies team, and we start them early during the as determined by the project and bidding design phase. environment:

Verde Design is actively working throughout • Escalation +/- 5% California and understands that market +/- 5-10%
• Bidding Contingency
conditions vary. Our team adjusts to local (Based on the number of bidders received) market conditions to provide the most

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TAB C METHODOLOGY

SECTION
Edgewater Park, City of Foster City
Our pricing approach includes materials, about communication preferences, labor, and markups based on a proven format information regarding expectations from the we have honed over years of successful design consultant, information regarding project bidding. The trickiest part of cost the City's design guidelines and design estimating is the dynamics of the market at preferences and processes and lastly, the time of bid versus when the plans are information about the project site. This would completed, which is usually months before include assistance in locating existing record in some cases. Adding a bid contingency drawings. We would also like to hear from is good if there is a lag between the final maintenance staff regarding challenges estimate and bidding. on existing sites or long-term maintenance preferences.

STANDARD ESTIMATING MANUALS
Once we are in the design phase, we will look
USED AS REFERENCE to the City to collect and provide input from Verde Design does not rely on manuals or City staff relative to design options as well as guidebooks for estimating. We have found provide meaningful input on both conceptual these to be unreliable. We focus on getting designs and construction drawing, milestone real costs from contractors, suppliers, and submittals as well as calendar availability manufacturers. We communicate with relative to project meetings or site visits. If specialty trades to understand asphalt, there are community meetings, we see the concrete, electrical, fencing costs, etc. We can City staff as partners and co-facilitators demonstrate the accuracy of this approach in some respects depending upon the through our historical bid results summary. complexity of the project.

SPECIFIC TASKS IN THE SCOPE OF WORK As the design consultant, it is our role to provide you with status reports on the
As previously noted, it is our intent to build project related to budget, schedule, and rapport with City staff with the goal of design decisions. We will provide you with developing efficient and effective lines of appropriate plans, specs and estimates for communication. The initial expectation from your review based upon input we have City staff is to provide information. Information been provided.

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VCk.

ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/ODAYYY) 8/6/2025
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

MPORTANT: If the certificate hotder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorser SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, cortain policies may require an endorsement. A statement o this certificate does not confer rights to the certificate holder in lleu of such endorsements).

PRODUCER GOT Helen Jang
AssuredPartners Design Professionals Insurance Services, LLC PHONE No Moli 3697 Mt. Diablo Bivd Suite 230 (NIC, No. ExI): 626-696-1892 Lafayette CA 94549 ADDRESS: [email protected]

INSURERS) AFFORDING COVERAGE NAIC N
Licensell: 6003745 SURER A: Travelers Casually and Surely Co of America 31194 INSURED VERODES•01
INSURER B:

Verde Design, Inc.
2455 The Alameda, Suite 200 INSURER C:

Santa Clara CA 95050 INSURER D:

INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: 443567606

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

TYPE OF INSURANCE POLICY NUMBER LIMITS

COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE

DAMAGE TO RENTED
OCCUR PREMISES (Ea occurrence).

MED EXP (Any one person)
PERSONAL & ADV INJURY $
GENL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE
PRO

POLICY LOC PRODUCTS - COMPIOP AGG
JECT
$
OTHER:

AUTOMOBILE LIABILITY Ta SINGLE LIMITY $
| ANY AUTO BODILY INJURY (Perperson) $
OWNED SCHEDULED BODILY INJURY (Per accident)| $

AUTOS ONLY AUTOS

HIRED NON-OWNED PROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY (Per accidant)

UMBRELLA LIAB OCCUR EACH OCCURRENCE

EXCESS LIAB CLAINIS-MADE AGGREGATE
DEO | I RETENTIONS

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
Y/N
WYPROPRIETOR/PARTNEREXECUTIVE E.L. EACH ACCIDENT

FFICER/MEMBEREXCLUDED NIA
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE S
yes or OPERATIONS bolo E.L. DISEASE - POLICY LINIY S
A I Professional Llabinty y 107647481 6/13/2025 6/13/2026 Per Clair $5,000,00 ogregato Lim $5,000,00
Claims Alada form
E: All Operations of the Named Insure
0 Day Nolice of Cancellalion applie
By:

MICHAEL J. VIGLIOTTA

CITY ATTORNEY

CERTIFICATE HOLDER

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANGE WITH THE POLICY PROVISIONS.

AGORD 25(2016/03) The AGORD name and logo are registered marks of ACORD •
107647481
D. the dates of the alleged events; and
E. the reasons for anticipating a Claim,
any Claim subsequently made against any Insured arising out of such Potential Claim will be deemed to have been made on the date such notice was received by the Company.

All notices under this section must be sent or delivered to the Company set forth in ITEM 3 of the Declarations and will be effective upon receipt.

IX. RELATED CLAIMS
All Claims or Potential Claims for Related Wrongful Acts will be considered as a single Claim or Potential Claim, whichever is applicable. All Claims or Potential Claims for Related Wrongful Acts will be deemed te nave been made the date:

A. the first of such Claims for Related Wrongful Acts was made; or B. the first notice of such Potential Claim for Related Wrongful Acts was received by the Company, whichever is earlier.
x. SUBROGATION
In the event of payment under this policy, the Company is subrogated to all of the Insured's rights of recovery against any person or organization to the extent of such payment and the Insured will execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured will do nothing to Section X. SUBROGATION does not apply if the Insured, prior to the date a Wrongful Act is committed, has waived its right of recovery for Damages that result from such Wrongful Act.

RECOVERIES
All recoveries from third parties for payments made under this policy apply, after first deducting the costs and expenses incurred in obtaining such recovery:

A. first, to the Company to reimburse the Company for any Deductible amount it has paid on behalf of any Insured;
B. second, to the Insured to reimburse the insured for the amount it has paid which would have been paid hereunder, but for the fact thal such amount is in excess of the applicable limit hereunder; C. third, to the Company to reimburse the Company for the amount paid hereunder; and fourth, to the Insured in satisfaction of any applicable Deductible paid by the Insured, provided that such recoveries do not include any recovery from insurance, surelyship, reinsurance, securily or indemnity taken for the Company's benefit.

XII. ACQUISITIONS
If, during the Policy Period, the Named Insured acquires of forms an entily that performs Professional Services, coverage will be provided for such acquired or formed enlity and its respective Insured Persons for Wrongful Acts committed after the Named Insured acquires or forms such entity. Coverage for such entity will end 90 days after the acquisition or formation of such entity, or the end of the Policy Year, whichever is earlier, unless the Company has agreed to provide such coverage by endorsement.

NOTICE OF CANCELLATION PROVIDED BY THE COMPANY
This endorsement changes the following:

Professional Liability Terms and Conditions
PROVISIONS:

If the Company cancels this policy for any statutorily permitted reason olher than nonpayment of premium, the Company Mil nad or verse holic to ane atres preped by the Named insured at least the numbar of tays shown any wil cancellation in such Notice Schedule before the effeclive date of cancellation.

Notice Schedule
Number of Days Notice of Cancellation: 30
Person or Entity:

Any person or entity to whom the Named Insured has agreed in a written contract that notice of cancellation of this policy will be given, but only if:

1. the Named Insured sends the Company a written request to provide such notice, including the name and address of such person or entity, after the Named Insured receives notice from us of the cancellation of this policy; and

2. The Company receives such written request no later than 10 days after the Named Insured receives the nolice of cancellation.

Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, condilions, exclusions or limitations of the above-mentioned policy, except as expressly stated herein. This endorsement is part of such policy and incorporated therein.

City Council/Public Financing AuthorityAugust 19, 2025

City Council/Public Financing Authority
August 19, 2025