Agenda packet, regular meeting — Placentia City Council, May 7, 2024 (part 6 of 9)

Includes copyrighted material of Insurance Services Office, Inc. with its permission.

CG T1 00 0219

Policy # P -630-5X487435

COMMERCIAL GENERAL LIABILITY
d. Vehicles, whether self-propelled or not,
maintained primarily to provide mobility to
permanently mounted:
(1) Power cranes, shovels, loaders, diggers or
drills; or
(2) Road construction or resurfacing
equipment such as graders, scrapers or
rollers;
e. Vehicles not described in Paragraph a., b., c.
or d. above that are not self-propelled and are
maintained primarily to provide mobility to
permanently attached equipment of the
following types:
(1) Air compressors, pumps and generators,
including spraying, welding, building
cleaning, geophysical exploration, lighting
and well servicing equipment; or
(2) Cherry pickers and similar devices used to
raise or lower workers;
f. Vehicles not described in Paragraph a., b., c.
or d. above maintained primarily for purposes
other than the transportation of persons or
cargo.

However, self-propelled vehicles with the
following types of permanently attached
equipment are not "mobile equipment" but will
be considered "autos":
(1) Equipment designed primarily for:
(a) Snow removal;
(b) Road maintenance, but not
construction or resurfacing; or
(c) Street cleaning;
(2) Cherry pickers and similar devices
mounted on automobile or truck chassis
and used to raise or lower workers; and
Air compressors, pumps and generators,
includ ing spraying, weld ing, building
cleaning, geophysical exploration, lighting
and well servicing equipment.

However, "mobile equipment" does not include any
land vehicle that is subject to a compulsory or
financial responsibility law, or other motor vehicle
insurance law, where it is licensed or principally
garaged. Such land vehicles are considered
"autos".
(3)

17. "Occurrence" means:
a. An accident, including continuous or repeated
exposure to substantially the same general
harmful conditions; or
b. An act or omission committed in providing or
failing to provide first aid or "Good Samaritan
services" to a person, unless you are in the
business or occupation of providing
professional health care services.

18. "Personal and advertising injury" means "personal
injury" or "advertising injury'.

19. "Personal injury':
a. Means injury, other than "advertising injury',
caused by one or more of the following
offenses:
(1) False arrest, detention or imprisonment;
(2) Malicious prosecution;
(3)
The wrongful eviction from, wrongful entry
into, or invasion of the right of private
occupancy of a room, dwelling or premises
that a person occupies, provided that the
wrongful eviction, wrongful entry or invasion
of the right of private occupancy is
committed by or on behalf of the owner,
landlord or lessor of that room, dwelling or
premises;
(4) Oral or written publication, including
publication by electronic means, of material
that slanders or libels a person or
organization or disparages a person's or
organization's goods, products or services,
provided that the claim is made or the "suit"
is brought by a person or organization that
claims to have been slandered or libeled, or
that claims to have had its goods, products
or services disparaged; or
Oral or written publication, including
publication by electronic means, of material
that:
(5)
(a) Appropriates a person's name, voice,
photograph or likeness; or
(b) Unreasonably places a person in a
false light.
b. Includes "bodily injury' caused by one or more
of the offenses described in Paragraph a.
above.

20. "Pollutants" mean any solid, liquid, gaseous or
thermal irritant or contaminant, including smoke,
vapor, soot, fumes, acids, alkalis, chemicals and
waste. Waste includes materials to be recycled,
reconditioned or reclaimed.

CG T1 00 0219
© 2017 The Travelers Indemnity Company. All rights reserved. Page 19 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Policy # P -630-5X487435

COMMERCIAL GENERAL LIABILITY

21. "Premises damage" means:
a. With respect to the first paragraph of the
exceptions in Exclusion j. of Section I —
Coverage A - Bodily Injury And Property
Damage Liability, "property damage" to any
premises while rented to you for a period of
seven or fewer consecutive days, including the
contents of such premises; or
b. With respect to the exception to Exclusions c.
through n. in the last paragraph of Paragraph 2.
of Section I — Coverage A — Bodily Injury And
Property Damage Liability, "property damage" to
any premises while rented to you for a period of
more than seven consecutive days, or while
temporarily occupied by you with permission of
the owner, caused by:
(1) Fire;
(2) Explosion;
(3) Lightning;
(4) Smoke resulting from fire, explosion or
lightning; or
(5) Water.

But "premises damage" under this Paragraph
b. does not include "property damage" to any
premises caused by.
(1) Rupture, bursting, or operation of pressure
relief devices;
(2) Rupture or bursting due to expansion or
swelling of the contents of any building or
structure caused by or resulting from water;
or
(3)
Explosion of steam boilers, steam pipes,
steam engines or steam turbines.

22. "Products -completed operations hazard":
a. Includes all "bodily injury' and "property
damage" occurring away from premises you
own or rent and arising out of "your product" or
"your work" except:
(1) Products that are still in your physical
possession; or
(2) Work that has not yet been completed or
abandoned. However, "your work" will be
deemed completed at the earliest of the
following times:
(a) When all of the work called for in your
contract has been completed.
(b) When all of the work to be done at the
job site has been completed if your
contract calls for work at more than
one job site.
(c) When that part of the work done at a
job site has been put to its intended
use by any person or organization other
than another contractor or
subcontractor working on the same
project.

Work that may need service, maintenance,
correction, repair or replacement, but which
is otherwise complete, will be treated as
completed.
b. Does not include "bodily injury' or "property
damage" arising out of:
(1) The transportation of property, unless the
injury or damage arises out of a condition in
or on a vehicle not owned or operated by
you, and that condition was created by the
"loading or unloading" of that vehicle by any
insured;
(2) The existence of tools, uninstalled
equipment or abandoned or unused
materials; or
Products or operations for which the
classification, listed in the Declarations or
in a policy Schedule, states that products -
completed operations are subject to the
General Aggregate Limit.

23. "Property damage" means:
a. Physical injury to tangible property, including all
resulting loss of use of that property. All such
loss of use will be deemed to occur at the time of
the physical injury that caused it; or
b. Loss of use of tangible property that is not
physically injured. All such loss of use will be
deemed to occur at the time of the "occurrence"
that caused it.
(3)
For the purposes of this insurance, "electronic data"
is not tangible property.

24. "Slogan":
a. Means a phrase that others use for the purpose
of attracting attention in their advertising.
b. Does not include a phrase used as, or in, the
name of:
(1) Any person or organization, other than you;
or
(2) Any business, or any of the premises,
goods, products, services or work, of any
person or organization, other than you.

Page 20 ends

Policy # P -630-5X487435

COMMERCIAL GENERAL LIABILITY

25. "Suit" means a civil proceeding in which damages
because of "bodily injury', "property damage" or
"personal and advertising injury' to which this
insurance applies are alleged. "Suit" includes:
a. An arbitration proceeding in which such
damages are claimed and to which the insured
must submit or does submit with our consent;
or
b. Any other alternative dispute resolution
proceeding in which such damages are claimed
and to which the insured submits with our
consent.

26. "Temporary worker" means a person who is
furnished to you to substitute for a permanent
"employee" on leave or to meet seasonal or short-
term workload conditions.

27. "Title" means a name of a literary or artistic work.

28. "Unsolicited communication" means any
communication, in any form, that the recipient of
such communication did not specifically request to
receive.

29. "Volunteer worker" means a person who is not your
"employee", and who donates his or her work and
acts at the direction of and within the scope of
duties determined by you, and is not paid a fee,
salary or other compensation by you or anyone else
for their work performed for you.

30. "Your product":
a. Means:
(1) Any goods or products, other than real
property, manufactured, sold, handled,
distributed or disposed of by.

CG T1 00 0219
(a) You;
(b) Others trading under your name; or
(c) A person or organization whose
business or assets you have acquired;
and
(2) Containers (other than vehicles), materials,
parts or equipment furnished in connection
with such goods or products.
b. Includes:
(1) Warranties or representations made at any
time with respect to the fitness, quality,
durability, performance or use of "your
product"; and
(2) The providing of or failure to provide
warnings or instructions.
c. Does not include vending machines or other
property rented to or located for the use of
others but not sdd.

31. "Your work":
a. Means:
(1) Work or operations performed by you or on
your behalf; and
(2) Materials, parts or equipment furnished in
connection with such work or operations.
b. Includes:
(1) Warranties or representations made at any
time with respect to the fitness, quality,
durability, performance or use of "your
work"; and
(2) The providing of or failure to provide
warnings or instructions.
© 2017 The Travelers Indemnity Company. All rights reserved. Page 21 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

Policy # P -630-5X487435

COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS

AND SURVEYORS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITYCOVERAGE PART
GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.

Non -Owned Watercraft— 75 Feet Long Or Less H.

Who Is An Insured — Unnamed Subsidiaries
Who Is An Insured — Retired Partners, Members,
Directors And Employees
D. Who Is An Insured — Employees And Volunteer
Workers — Bodily Injury To Co -Employees, Co -
Volunteer Workers And Retired Partners,
Members, Directors And Employees
E. Who Is An Insured — Newly Acquired Or Formed
Limited Liability Companies
F. Blanket Additional Insured — Controlling Interest
G. Blanket Additional Insured — Mortgagees,
Assignees, Successors Or Receivers

PROVISIONS
A. NON -OWNED WATERCRAFT - 75 FEET

LONG OR LESS

1. The following replaces Paragraph (2) of
Exclusion g., Aircraft, Auto Or Watercraft,
in Paragraph 2. of SECTION I -
COVERAGES — COVERAGE A — BODILY

INJURY AND PROPERTY DAMAGE
LIABILITY:
(2) A watercraft you do not own that is:
(a) 75 feet long or less; and
(b) Not being used to carry any person
or property for a charge;

2. The following replaces Paragraph 2.e. of
SECTION II - WHO IS AN INSURED:
e. Any person or organization that, with
your express or implied consent, either
J.

Blanket Additional Insured — Governmental
Entities — Permits Or Authorizations Relating To
Premises
I. Blanket Additional Insured — Governmental
Entities — Permits Or Authorizations Relating To
Operations
Incidental Medical Malpractice
K. Medical Payments — Increased Limit
L. Amendment Of Excess Insurance Condition —
Professional Liability
M. Blanket Waiver Of Subrogation — When Required
By Written Contract Or Agreement
N. Contractual Liability — Railroads
uses or is responsible for the use of a
watercraft that you do not own that is:
(1) 75 feet long or less; and
(2) Not being used to carry any person
or propertyfor a charge;
B. WHO IS AN INSURED - UNNAMED

SUBSIDIARIES
The following is added to SECTION II - WHO IS
AN INSURED:

Any of your subsidiaries, other than a partnership
or joint venture, that is not shown as a Named
Insured in the Dedarations is a Named Insured
if:
a. You are the sole owner of, or maintain an
ownership interest of more than 50% in, such
subsidiary on the first day of the policy
period; and
CG D3 79 02 19
© 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

COMMERCIAL GENERAL LIABILITY
b. Such subsidiary is not an insured under
similar other insurance.

No such subsidiary is an insured for "bodily
injury" or "property damage" that occurred, or
"personal and advertising injury" caused by an
offense committed:
a. Before you maintained an ownership interest
of more than 50% in such subsidiary; or
b. After the date, if any, during the policy period
that you no longer maintain an ownership
interest of more than 50% in such subsidiary.

For purposes of Paragraph 1. of Section II —Who
Is An Insured, each such subsidiary will be
deemed to be designated in the Declarations as:
a. A limited liability company;
b. An organization other than a partnership,
joint venture or limited liabilitycompany; or
c. A trust;
as indicated in its name or the documents that
govern its structure.

C. WHO IS AN INSURED - RETIRED PARTNERS,

MEMBERS, DIRECTORS AND EMPLOYEES
The following is added to Paragraph 2. of
SECTION II - WHO IS AN INSURED:

Any person who is your retired partner, member,
director or "employee" that is performing services
for you under your direct supervision, but only for
acts within the scope of their employment by you
or while performing duties related to the conduct
of your business. However, no such retired
partner, member, director or "employee" is an
insured for:
(1) "Bodily injury":
(a) To you, to your current partners or
members (if you are a partnership or
joint venture), to your current members
(if you are a limited liability company) or
to your current directors;
(b) To the spouse, child, parent, brother or
sister of that current partner, member or
director as a consequence of Paragraph
(1)(a) above;
(c) For which there is any obligation to
share damages with or repay someone
else who must pay damages because of
the injury described in Paragraph (1)(a)
or (b) above; or
(d) Arising out of his or her providing or
failing to provide professional health care
services.

Unless you are in the business or occupation
of providing professional health care
services, Paragraphs (1)(a), (b), (c) and (d)
above do not apply to "bodily injury" arising
out of providing or failing to provide first aid
or "Good Samaritan services" by any of your
retired partners, members, directors or
"employees", other than a doctor. Any such
retired partners, members, directors or
"employees" providing or failing to provide
first aid or "Good Samaritan services" during
their work hours for you will be deemed to be
acting within the scope of their employment
by you or performing duties related to the
conduct of your business.
(2) "Personal injury":
(a) To you, to your current or retired
partners or members (if you are a
partnership or joint venture), to your
current or retired members (if you are a
limited liability company), to your other
current or retired directors or
"employees" while in the course of his or
her employment or performing duties
related to the conduct of your business,
or to your other "volunteer workers"
while performing duties related to the
conduct of your business;
(b) To the spouse, child, parent, brother or
sister of that current or retired partner,
member, director, "employee" or
"volunteer worker" as a consequence of
Paragraph (2)(a) above;
(c) For which there is any obligation to
share damages with or repay someone
else who must pay damages because of
the injury described in Paragraph (2)(a)
or (b) above; or
(d) Arising out of his or her providing or
failing to provide professional health care
services.
(3) "Property damage" to property:
(a) Owned, occupied or used by; or
(b) Rented to, in the care, custody or control
of, or over which physical control is
being exercised for any purpose by;
you, any of your retired partners, members
or directors, your current or retired
"employees" or "volunteer workers", any
current partner or member (if you are a
partnership or joint venture), or any current
member (if you are a limited liability
company) or current director.

Page 2 of 6 ends

COMMERCIAL GENERAL LIABILITY
D. WHO IS AN INSURED - EMPLOYEES AND

VOLUNTEER WORKERS - BODILY INJURY

TO CO -EMPLOYEES, CO VOLUNTEER

WORKERS AND RETIRED PARTNERS,

MEMBERS, DIRECTORS AND EMPLOYEES
The following is added to Paragraph 2.a.(1) of
SECTION II - WHO IS AN INSURED:

Paragraphs (1)(a), (b) and (c) above do not
apply to "bodily injury" to a current or retired co -
"employee" while in the course of the co -
"employee's" employment by you or performing
duties related to the conduct of your business, or
to "bodily injury" to your other "volunteer
workers" or retired partners, members or
directors while performing duties related to the
conduct of your business.

E. WHO IS AN INSURED - NEWLY ACQUIRED

OR FORMED LIMITED LIABILITY COMPANIES
The following replaces Paragraph 3. of
SECTION II - WHO IS AN INSURED:

3. Any organization you newly acquire or form,
other than a partnership or joint venture, and
of which you are the sole owner or in which
you maintain an ownership interest of more
than 50%, will qualify as a Named Insured if
there is no other similar insurance available
to that organization. However:
a. Coverage under this provision is
afforded only:
(1) Until the 180th day after you acquire
or form the organization or the end
of the policy period, whichever is
earlier, if you do not report such
organization in writing to us within
180 days after you acquire or form it;
or
(2) Until the end of the policy period,
when that date is later than 180 days
after you acquire or form such
organization, if you report such
organization in writing to us within
180 days after you acquire or form it;
b. Coverage A does not apply to "bodily
injury" or "property damage" that
occurred before you acquired or formed
the organization; and
c. Coverage B does not apply to "personal
and advertising injury" arising out of an
offense committed before you acquired
or formed the organization.

For the purposes of Paragraph 1. of Section
II — Who Is An Insured, each such
organization will be deemed to be
designated in the Declarations as:
a. A limited liability company;
b. An organization other than a partnership,
joint venture or limited liability company;
or
c. A trust;
as indicated in its name or the documents
that govern its structure.

F. BLANKET ADDITIONAL INSURED

CONTROLLING INTEREST

1. The following is added to SECTION II -
WHO IS AN INSURED:

Any person or organization that has financial
control of you is an insured with respect to
liability for "bodily injury", "property damage"
or "personal and advertising injury" that
arises out of:
a. Such financial control; or
b. Such person's or organization's
ownership, maintenance or use of
premises leased to or occupied by you.

The insurance provided to such person or
organization does not apply to structural
alterations, new construction or demolition
operations performed by or on behalf of such
person or organization.

2. The following is added to Paragraph 4. of
SECTION II - WHO IS AN INSURED:

This paragraph does not apply to any
premises owner, manager or lessor that has
financial control of you.

G. BLANKET ADDITIONAL INSURED -

MORTGAGEES, ASSIGNEES, SUCCESSORS

OR RECEIVERS
The following is added to SECTION II - WHO IS
AN INSURED:

Any person or organization that is a mortgagee,
assignee, successor or receiver and that you
have agreed in a written contract or agreement
to include as an additional insured on this
Coverage Part is an insured, but only with
respect to its liability as mortgagee, assignee,
successor or receiver for "bodily injury", "property
damage" or "personal and advertising injury"
that:
a. Is "bodily injury" or "property damage" that
occurs, or is "personal and advertising injury"
caused by an offense that is committed,
CG D3 79 02 19
© 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

COMMERCIAL GENERAL LIABILITY
subsequent to the signing of that contract or
agreement; and
b. Arises out of the ownership, maintenance or
use of the premises for which that
mortgagee, assignee, successor or receiver
is required under that contract or agreement
to be included as an additional insured on
this Coverage Part.

The insurance provided to such mortgagee,
assignee, successor or receiver is subject to the
following provisions:
a. The limits of insurance provided to such
mortgagee, assignee, successor or receiver
will be the minimum limits that you agreed to
provide in the written contract or agreement,
or the limits shown in the Declarations,
whichever are less.
b. The insurance provided to such person or
organization does not apply to:
(1) Any "bodily injury" or "property damage"
that occurs, or any "personal and
advertising injury" caused by an offense
that is committed, after such contract or
agreement is no longer in effect; or
(2) Any "bodily injury", "property damage" or
"personal and advertising injury" arising
out of any structural alterations, new
construction or demolition operations
performed by or on behalf of such
mortgagee, assignee, successor or
receiver.

H. BLANKET ADDITIONAL INSURED -

GOVERNMENTAL ENTITIES - PERMITS OR

AUTHORIZATIONS RELATING TO PREMISES
The following is added to SECTION II - WHO IS
AN INSURED:

Any governmental entity that has issued a permit
or authorization with respect to premises owned
or occupied by, or rented or loaned to, you and
that you are required by any ordinance, law,
building code or written contract or agreement to
include as an additional insured on this
Coverage Part is an insured, but only with
respect to liability for "bodily injury", "property
damage" or "personal and advertising injury"
arising out of the existence, ownership, use,
maintenance, repair, construction, erection or
removal of any of the following for which that
governmental entity has issued such permit or
authorization: advertising signs, awnings,
canopies, cellar entrances, coal holes,
driveways, manholes, marquees, hoist away
openings, sidewalk vaults, elevators, street
banners or decorations.

I. BLANKET ADDITIONAL INSURED -

GOVERNMENTAL ENTITIES - PERMITS

OR AUTHORIZATIONS RELATING TO

OPERATIONS
The following is added to SECTION II - WHO IS
AN INSURED:

Any governmental entity that has issued a permit
or authorization with respect to operations
performed by you or on your behalf and that you
are required by any ordinance, law, building code
or written contract or agreement to include as an
additional insured on this Coverage Part is an
insured, but only with respect to liability for
"bodily injury", "property damage" or "personal
and advertising injury" arising out of such
operations.

The insurance provided to such governmental
entity does not apply to:
a. Any "bodily injury", "property damage" or
"personal and advertising injury" arising out
of operations performed for the
governmental entity; or
b. Any "bodily injury" or "property damage"
included in the "products -completed
operations hazard".

J. INCIDENTAL MEDICAL MALPRACTICE

1. The following replaces Paragraph b. of the
definition of "occurrence" in the
DEFINITIONS Section:
b. An act or omission committed in
providing or failing to provide "incidental
medical services", first aid or "Good
Samaritan services" to a person, unless
you are in the business or occupation of
providing professional health care
services.

2. The following replaces the last paragraph of
Paragraph 2.a.(1) of SECTION II - WHO IS
AN INSURED:

Unless you are in the business or occupation
of providing professional health care
services, Paragraphs (1)(a), (b), (c) and (d)
above do not apply to "bodily injury" arising
out of providing or failing to provide:
(a) "Incidental medical services" by any of
your "employees" who is a nurse,
nurse assistant, emergency medical
technician, paramedic, athletic trainer,
audiologist, dietician, nutritionist,

Page 4 of 6 ends

COMMERCIAL GENERAL LIABILITY
occupational therapist or occupational
therapy assistant, physical therapist or
speech -language pathologist; or
(b) First aid or "Good Samaritan services"
by any of your "employees" or "volunteer
workers", other than an employed or
volunteer doctor. Any such "employees"
or "volunteer workers" providing or failing
to provide first aid or "Good Samaritan
services" during their work hours for you
will be deemed to be acting within the
scope of their employment by you or
performing duties related to the conduct
of your business.

3. The following replaces the last sentence of
Paragraph 5. of SECTION III - LIMITS OF
INSURANCE:

For the purposes of determining the
applicable Each Occurrence Limit, all related
acts or omissions committed in providing or
failing to provide "incidental medical
services", first aid or "Good Samaritan
services" to any one person will be deemed
to be one "occurrence".

4. The following exclusion is added to
Paragraph 2., Exclusions, of SECTION I -

COVERAGES - COVERAGE A - BODILY

INJURY AND PROPERTY DAMAGE
LIABILITY:

Sale Of Pharmaceuticals
"Bodily injury" or "property damage" arising
out of the violation of a penal statute or
ordinance relating to the sale of
pharmaceuticals committed by, or with the
knowledge or consent of the insured.

5. The following is added to the DEFINITIONS
Section:
"Incidental medical services" means:
a. Medical, surgical, dental, laboratory, x-
ray or nursing service or treatment,
advice or instruction, or the related
furnishing of food or beverages; or
b. The furnishing or dispensing of drugs or
medical, dental, or surgical supplies or
appliances.

6. The following is added to Paragraph 4.b.,
Excess Insurance, of SECTION IV -

COMMERCIAL GENERAL LIABILITY
CONDITIONS:

This insurance is excess over any valid and
collectible other insurance, whether primary,
excess, contingent or on any other basis,
that is available to any of your "employees"
for "bodily injury" that arises out of providing
or failing to provide "incidental medical
services" to any person to the extent not
subject to Paragraph 2.a.(1) of Section II —
Who Is An Insured.

K. MEDICAL PAYMENTS - INCREASED LIMIT
The following replaces Paragraph 7. of
SECTION III - LIMITS OF INSURANCE:

7. Subject to Paragraph 5. above, the Medical
Expense Limit is the most we will pay under
Coverage C for all medical expenses
because of "bodily injury" sustained by any
one person, and will be the higher of:
a. $10,000; or
b. The amount shown in the Declarations of
this Coverage Part for Medical Expense
Limit.

L. AMENDMENT OF EXCESS INSURANCE

CONDITION - PROFESSIONAL LIABILITY
The following is added to Paragraph 4.b.,
Excess Insurance, of SECTION IV -

COMMERCIAL GENERAL LIABILITY
CONDITIONS:

This insurance is excess over any of the other
insurance, whether primary, excess, contingent
or on any other basis, that is Professional
Liability or similar coverage, to the extent the
loss is not subject to the professional services
exdusion of Coverage A or Coverage B.

M. BLANKET WAIVER OF SUBROGATION —

WHEN REQUIRED BY WRITTEN CONTRACT

OR AGREEMENT
The following is added to Paragraph 8., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV - COMMERCIAL GENERAL
LIABILITY CONDITIONS:

If the insured has agreed in a written contract or
agreement to waive that insured's right of
recovery against any person or organization, we
waive our right of recovery against such person
or organization, but only for payments we make
because of:
a. "Bodily injury" or "property damage" that
occurs; or
b. "Personal and advertising injury" caused by
an offense that is committed;
subsequent to the signing of that contract or
agreement.

CG D3 79 02 19
© 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

COMMERCIAL GENERAL LIABILITY
N. CONTRACTUAL LIABILITY- RAILROADS

1. The following replaces Paragraph c. of the
definition of "insured contract" in the
DEFINITIONS Section:
c. Any easement or license agreement;

2. Paragraph f.(1) of the definition of "insured
contract" in the DEFINITIONS Section is
deleted.

Page 6 of 6 ends

Policy Number: CUP -5X642114

UMBRELLA

EXCESS FOLLOW -FORM AND UMBRELLA

LIABILITY INSURANCE
THIS POLICY, IN PART, PROVIDES FOLLOW -FORM LIABILITY COVERAGE.

COVERAGE WILL APPLY ON A CLAIMS -MADE BASIS WHEN FOLLOWING CLAIMS -MADE UNDERLYING INSURANCE.

COVERAGE WILL APPLY ON A DEFENSE -WITHIN -LIMITS BASIS WHEN

FOLLOWING UNDERLYING INSURANCE UNDER WHICH DEFENSE

EXPENSES ARE PAYABLE WITHIN, AND NOT IN ADDITION TO, THE LIMITS OF INSURANCE. WHEN FOLLOWING SUCH UNDERLYING

INSURANCE, PAYMENT OF DEFENSE EXPENSES UNDER THIS POLICY

WILL REDUCE, AND MAY EXHAUST, THE LIMITS OF INSURANCE OF THIS POLICY.

PLEASE READ THE ENTIRE POLICY CAREFULLY.

Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered.

Throughout this policy, the words "you" and "your" refer to the Named Insured shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance.

The word "insured" means any person or organization qualifying as such under SECTION II - WHO IS AN INSURED.

Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION VI - DEFINITIONS.

SECTION I - COVERAGES
A. COVERAGE A - EXCESS FOLLOW -FORM

LIABILITY

1. We will pay on behalf of the insured those
sums, in excess of the "applicable underlying
limit", that the insured becomes legally
obligated to pay as damages to which
Coverage A of this insurance applies,
provided that the "underlying insurance" would
apply to such damages but for the exhaustion
of its applicable limits of insurance. If a
sublimit is specified in any "underlying
insurance", Coverage A of this insurance
applies to damages that are in excess of that
sublimit only if such sublimit is shown for that
"underlying insurance" in the Schedule Of
Underlying Insurance.

2. Coverage A of this insurance is subject to the
same terms, conditions, agreements,
exclusions and definitions as the "underlying
insurance", except with respect to any
provisions to the contrary contained in this
insurance.

3. The amount we will pay for damages is limited
as described in SECTION III - LIMITS OF
INSURANCE.

4. For the purposes of Paragraph 1. above:
a. The applicable limit of insurance stated
for the policies of "underlying insurance"
in the Schedule Of Underlying Insurance
will be considered to be reduced or
exhausted only by the following
payments:
(1) Payments of judgments or
settlements for damages that are
covered by that "underlying
insurance". However, if such
"underlying insurance" has a policy
period which differs from the policy
period of this Excess Follow -Form
And Umbrella Liability Insurance, any
such payments for damages that
would not be covered by this Excess
EU 00 01 07 16
© 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 22

Policy Number: CUP -5X642114

UMBRELLA
Follow -Form And Umbrella Liability
Insurance because of its different
policy period will not reduce or
exhaust the applicable limit of
insurance stated for such "underlying
insurance";
(2) Payments of "medical expenses" that
are covered by that "underlying
insurance" and are incurred for
"bodily injury" caused by an accident
that takes place during the policy
period of this Excess Follow -Form
And Umbrella Liability Insurance; or
Payments of defense expenses that
are covered by that "underlying
insurance", only if such "underlying
insurance" includes such payments
within the limits of insurance.

However, if such "underlying
insurance" has a policy period which
differs from the policy period of this
Excess Follow -Form And Umbrella
Liability Insurance, any such
payments for defense expenses that
would not be covered by this Excess
Follow -Form And Umbrella Liability
Insurance because of its different
policy period will not reduce or
exhaust the applicable limit of
insurance stated for such "underlying
insurance".
(3)
If the applicable limit of insurance stated
for the policies of "underlying insurance"
in the Schedule Of Underlying Insurance
is actually reduced or exhausted by other
payments, Coverage A of this insurance
is not invalidated. However, in the event
of a loss, we will pay only to the extent
that we would have paid had such limit
not been actually reduced or exhausted
by such other payments.
b. If any "underlying insurance" has a limit of
insurance greater than the amount shown
for that insurance in the Schedule of
Underlying Insurance, this insurance will
apply in excess of that greater amount. If
any "underlying insurance" has a limit of
insurance, prior to any reduction or
exhaustion by payment of damages,
"medical expenses" or defense expenses
described in Paragraph a. above, that is
less than the amount shown for that
insurance in the Schedule Of Underlying
Insurance, this insurance will apply in
excess of the amount shown for such
insurance in the Schedule Of Underlying
Insurance.

5. When the "underlying insurance" applies on a
claims -made basis and includes a retroactive
date provision, the retroactive date for
Coverage A of this insurance is the same as
the retroactive date of that "underlying
insurance".

B. COVERAGE B — UMBRELLA LIABILITY

1. We will pay on behalf of the insured those
sums in excess of the "self -insured retention"
that the insured becomes legally obligated to
pay as damages because of "bodily injury",
"property damage", "personal injury" or
"advertising injury" to which Coverage B of
this insurance applies.

2. Coverage B of this insurance applies to
"bodily injury" or "property damage" only if:
a. The "bodily injury" or "property damage" is
caused by an "occurrence" that takes
place anywhere in the world;
b. The "bodily injury" or "property damage"
occurs during the policy period; and
c. Prior to the policy period, no insured listed
under Paragraph 1. in Paragraph B.,
COVERAGE B — UMBRELLA
LIABILITY, of SECTION II - WHO IS AN
INSURED and no "employee" authorized
by you to give or receive notice of an
"occurrence" or claim, knew that the
"bodily injury" or "property damage" had
occurred, in whole or in part. If such a
listed insured or authorized "employee"
knew, prior to the policy period, that the
"bodily injury" or "property damage"
occurred, in whole or in part, then any
continuation, change or resumption of
such "bodily injury" or "property damage"
during or after the policy period will be
deemed to have been known prior to the
policy period.

3. Coverage B of this insurance applies to
"personal injury" or "advertising injury"
caused by an offense arising out of your
business, but only if the offense was
committed during the policy period
anywhere in the world.

4. The amount we will pay for damages is limited
as described in SECTION III - LIMITS OF
INSURANCE.

5. "Bodily injury" or "property damage":
a. Which occurs during the policy period; and
b. Which was not prior to, but was during, the
policy period known to have occurred by
any insured listed under Paragraph 1. in
Paragraph B., COVERAGE B —

Page 2 of 22 ends

EU 00 01 07 16

Policy Number: CUP -5X642114

UMBRELLA
UMBRELLA LIABILITY of SECTION II -
WHO IS AN INSURED, or any "employee"
authorized by you to give notice of an
"occurrence" or claim;
includes any continuation, change or
resumption of the "bodily injury" or "property
damage" after the end of the policy period.

6. "Bodily injury" or "property damage" will be
deemed to have been known to have
occurred at the earliest time when any insured
listed under Paragraph 1. in Paragraph B.,
COVERAGE B — UMBRELLA LIABILITY, of
SECTION II - WHO IS AN INSURED or any
"employee" authorized by you to give or
receive notice of an "occurrence" or claim:
a. Reports all, or any part, of the "bodily
injury" or "property damage" to us or any
other insurer;
b. Receives a written or verbal demand or
claim for damages because of the "bodily
injury" or "property damage"; or
c. Becomes aware by any other means that
the "bodily injury" or "property damage"
has occurred or has begun to occur.

7. Damages because of "bodily injury" include
damages claimed by any person or
organization for care, loss of services or death
resulting at any time from the "bodily injury".

8. Coverage B of this insurance does not apply
to damages covered by any "underlying
insurance" or that would have been covered
by any "underlying insurance" but for the
exhaustion of its applicable limit of insurance.

C. COVERAGE C — CRISIS MANAGEMENT

SERVICE EXPENSES

1. We will reimburse the insured, or pay on the
insured's behalf, "crisis management service
expenses" to which Coverage C applies.

2. Coverage C of this insurance applies to "crisis
management service expenses" that:
a. Arise out of a "crisis management event"
that first commences during the policy
period;
b. Are incurred by the insured, after a "crisis
management event" first commences and
before such event ends; and
c. Are submitted to us within 180 days after
the "crisis management advisor" advises
you that the "crisis management event"
no longer exists.

3. A "crisis management event" will be deemed
to:
a. First commence at the time when any
"executive officer" first becomes aware of
an "event" or "occurrence" that leads to
that "crisis management event"; and
b. End when we decide that the crisis no
longer exists or when the Crisis
Management Service Expenses Limit has
been exhausted, whichever occurs first.

4. The amount we will pay for "crisis
management service expenses" is limited as
described in SECTION III - LIMITS OF
INSURANCE.

5. A "self -insured retention" does not apply to
"crisis management service expenses".

6. Any payment of "crisis management service
expenses" that we make will not be
determinative of our obligations under this
insurance with respect to any claim or "suit" or
create any duty to defend or indemnify any
insured for any claim or "suit".

D. DEFENSE AND SUPPLEMENTARY PAYMENTS

1. We will have the right and duty to defend the
insured:
a. Under Coverage A, against a "suit"
seeking damages to which such coverage
applies, if:
(1) The "applicable underlying limit" is the
applicable limit of insurance stated for
a policy of "underlying insurance" in
the Schedule Of Underlying
Insurance and such limit has been
exhausted solely due to payments as
permitted in Paragraphs 4.a.(1), (2)
and (3) of COVERAGE A — EXCESS
FOLLOW -FORM LIABILITY of
SECTION I - COVERAGES; or
(2) The "applicable underlying limit" is the
applicable limit of any "other
insurance" and such limit has been
exhausted by payments of judgments,
settlements or medical expenses, or
related costs or expenses (if such
costs or expenses reduce such
limits).

For any "suit" for which we have the right
and duty to defend the insured under
Coverage A, defense expenses will be
within the limits of insurance of this policy
when such expenses are within the limits
of insurance of the applicable "underlying
insurance"; or
b. Under Coverage B, against a "suit"
seeking damages to which such coverage
applies.

EU 00 01 07 16
© 2016 The Travelers Indemnity Company. All rights reserved. Page 3 of 22

Policy Number: CUP -5X642114

UMBRELLA

2. We have no duty to defend any insured
against any "suit":
a. Seeking damages to which this insurance
does not apply; or
b. If any other insurer has a duty to defend.

3. When we have the duty to defend, we may, at
our discretion, investigate and settle any claim
or "suit". In all other cases, we may, at our
discretion, participate in the investigation,
defense and settlement of any claim or "suit"
for damages to which this insurance may
apply. If we exercise such right to participate,
all expenses we incur in doing so will not
reduce the applicable limits of insurance.

4. Our duty to defend ends when we have used
up the applicable limit of insurance in the
payment of judgments or settlements, or
defense expenses if such expenses are within
the limits of insurance of this policy.

5. We will pay, with respect to a claim we
investigate or settle, or "suit" against an
insured we defend:
a. All expenses we incur.
b. The cost of:
(1) Bail bonds required because of
accidents or traffic law violations
arising out of the use of any vehicle to
which this insurance applies; or
(2) Appeal bonds and bonds to release
attachments;
but only for bond amounts within the
applicable limit of insurance. We do not
have to furnish these bonds.
c. All reasonable expenses incurred by the
insured at our request to assist us in the
investigation or defense of such claim or
"suit", including actual loss of earnings up
to $1,000 a day because of time off from
work.
d. All court costs taxed against the insured
in the "suit". However, these payments do
not include attorneys' fees or attorneys'
expenses taxed against the insured.
e. Prejudgment interest awarded against the
insured on that part of the judgment we
pay. If we make an offer to pay the
applicable limit of insurance, we will not
pay any prejudgment interest based on
that period of time after the offer.
f. All interest that accrues on the full amount
of any judgment after entry of the
judgment and before we have paid,
offered to pay or deposited in court the
part of the judgment that is within the
applicable limit of insurance. If we do not
pay part of the judgment for any reason
other than it is more than the applicable
limit of insurance, we will not pay any
interest that accrues on that portion of the
judgment.

With respect to a claim we investigate or
settle, or "suit" against an insured we defend
under COVERAGE A — EXCESS FOLLOW -
FORM LIABILITY, these payments will not
reduce the applicable limits of insurance, but
only if the applicable "underlying insurance"
provides for such payments in addition to its
limits of insurance. With respect to a claim we
investigate or settle, or "suit" against an
insured we defend under COVERAGE B —
UMBRELLA LIABILITY, these payments will
not reduce the applicable limits of insurance.

SECTION II - WHO IS AN INSURED
A. COVERAGE A - EXCESS FOLLOW -FORM

LIABILITY
With respect to Coverage A, the following persons
and organizations qualify as insureds:

1. The Named Insured shown in the
Declarations; and

2. Any other person or organization qualifying as
an insured in the "underlying insurance". If
you have agreed to provide insurance for that
person or organization in a written contract or
agreement:
a. The limits of insurance afforded to such
person or organization will be:
(1) The amount by which the minimum
limits of insurance you agreed to
provide such person or organization
in that written contract or agreement
exceed the total limits of insurance of
all applicable "underlying insurance";
or
(2) The limits of insurance of this policy;
whichever is less; and
b. Coverage under this policy does not apply
to such person or organization if the
minimum limits of insurance you agreed
to provide such person or organization in
that written contract or agreement are
wholly within the total limits of insurance
of all available applicable "underlying
insurance".

B. COVERAGE B — UMBRELLA LIABILITY
With respect to Coverage B:

1. The Named Insured shown in the
Declarations is an insured.

2. If you are:

Page 4 of 22 ends

Policy Number: CUP -5X642114

UMBRELLA
a. An individual, your spouse is also an
insured, but only with respect to the
conduct of a business of which you are
the sole owner.
b. A partnership or joint venture, your
members, your partners and their
spouses are also insureds, but only with
respect to the conduct of your business.
c. A limited liability company, your members
are also insureds, but only with respect to
the conduct of your business. Your
managers are also insureds, but only with
respect to their duties as your managers.
d. An organization other than a partnership,
joint venture or limited liability company,
your "officers" and directors are also
insureds, but only with respect to their
duties as your "officers" or directors. Your
stockholders are also insureds, but only
with respect to their liability as
stockholders.
e. A trust, your trustees are also insureds,
but only with respect to their duties as
trustees.

3. Each of the following is also an insured:
a. Your "volunteer workers" only while
performing duties related to the conduct
of your business, or your "employees",
other than either your "officers" (if you are
an organization other than a partnership,
joint venture or limited liability company)
or your managers (if you are a limited
liability company), but only for acts within
the scope of their employment by you or
while performing duties related to the
conduct of your business. However, none
of these "employees" or "volunteer
workers" are insureds for:
(1) "Bodily injury" or "personal injury":
(a) To you, to your partners or
members (if you are a partnership
or joint venture), to your members
(if you are a limited liability
company), to a co -"employee"
while in the course of his or her
employment or performing duties
related to the conduct of your
business, or to your other
"volunteer workers" while
performing duties related to the
conduct of your business;
(b) To the spouse, child, parent,
brother or sister of that co -
"employee" or "volunteer worker"
as a consequence of Paragraph
(1)(a) above;
(c) For which there is any obligation
to share damages with or repay
someone else who must pay
damages because of the injury
described in Paragraph (1)(a) or
(b) above; or
(d) Arising out of his or her providing
or failing to provide professional
health care services.

Unless you are in the business or
occupation of providing professional
health care services, Paragraphs
(1)(a), (b), (c) and (d) above do not
apply to "bodily injury" arising out of
providing or failing to provide first aid
or "Good Samaritan services" by any
of your "employees" or "volunteer
workers" other than an employed or
volunteer doctor. Any such
"employees" or "volunteer workers"
providing or failing to provide first aid
or "Good Samaritan services" during
their work hours for you will be
deemed to be acting within the scope
of their employment by you or
performing duties related to the
conduct of your business.
(2) "Property damage" to property:
(a) Owned, occupied or used by; or
(b) Rented to, in the care, custody or
control of, or over which physical
control is being exercised for any
purpose by;
you, any of your "employees" or
"volunteer workers", any of your
partners or members (if you are a
partnership or joint venture), or any of
your members (if you are a limited
liability company).
b. Any person (other than your "employee"
or "volunteer worker"), or any
organization, while acting as your real
estate manager.
c. Any person or organization having proper
temporary custody of your property if you
die, but only:
(1) With respect to liability arising out of
the maintenance or use of that
property; and
(2) Until your legal representative has
been appointed.
d. Your legal representative if you die, but
only with respect to duties as such. That
EU 00 01 07 16
© 2016 The Travelers Indemnity Company. All rights reserved.

Page 5 of 22 ends

Policy Number: CUP -5X642114

UMBRELLA
representative will have all your rights and
duties under this insurance.

4. Any organization, other than a partnership,
joint venture or limited liability company, of
which you are the sole owner, or in which you
maintain an ownership interest of more than
50%, on the first day of the policy period is an
insured and will qualify as a Named Insured.

No such organization is an insured or will
qualify as a Named Insured for "bodily injury"
or "property damage" that occurred, or
"personal injury" or "advertising injury" caused
by an offense committed after the date, if any,
during the policy period, that you no longer
maintain an ownership interest of more than
50% in such organization.

5. Any organization you newly acquire or form,
other than a partnership, joint venture or
limited liability company, and of which you are
the sole owner, or in which you maintain an
ownership interest of more than 50%, is an
insured and will qualify as a Named Insured if
there is no other similar insurance available to
that organization. However:
a. Coverage under this provision is afforded
only until the 180th day after you acquire
or form the organization or the end of the
policy period, whichever is earlier; and
b. Coverage for such organization does not
apply to:
(1) "Bodily injury" or "property damage"
that occurred; or
(2) "Personal injury" or "advertising
injury" arising out of an offense
committed;
before you acquired or formed the
organization.

No person or organization is an insured or will
qualify as a Named Insured with respect to the
conduct of any current or past partnership, joint
venture or limited liability company that is not
shown as a Named Insured in the Declarations.

This paragraph does not apply to any such
partnership, joint venture or limited liability
company that otherwise qualifies as an insured
under Paragraph B. of SECTION II - WHO IS AN
INSURED.

C. COVERAGE C - CRISIS MANAGEMENT

SERVICE EXPENSES
With respect to Coverage C, the following persons
and organizations are insureds and will qualify as
Named Insureds:

1. The Named Insured shown in the
Declarations.

2. Any organization, other than a partnership,
joint venture or limited liability company, of
which you are the sole owner, or in which you
maintain an ownership interest of more than
50%, on the first day of the policy period. No
such organization is an insured or will qualify
as a Named Insured for "crisis management
service expenses" arising out of a "crisis
management event" that first commences
after the date, if any, during the policy period,
that you no longer maintain an ownership
interest of more than 50% in such
organization.

3. Any organization you newly acquire or form,
other than a partnership, joint venture or
limited liability company, and of which you are
the sole owner, or in which you maintain an
ownership interest of more than 50%, if there
is no other similar insurance available to that
organization. However:
a. Coverage under this provision is afforded
only until the 180th day after you acquire
or form the organization or the end of the
policy period, whichever is earlier; and
b. Coverage for such organization does not
apply to "crisis management service
expenses" arising out of a "crisis
management event" that occurred before
you acquired or formed the organization,
even if an "executive officer" only first
becomes aware of an "event" or
"occurrence" that leads to such "crisis
management event" after the date you
acquired or formed the organization.

SECTION III - LIMITS OF INSURANCE
A. The Limits of Insurance shown in the Declarations
and the rules below fix the most we will pay for the
amounts described below to which this insurance
applies regardless of the number of:

1. Insureds;

2. Claims made or "suits" brought;

3. Number of vehicles involved;

4. Persons or organizations making claims or
bringing "suits"; or

5. Coverages provided under this insurance.

As indicated in Paragraph D.1. of SECTION I -
COVERAGES, for any "suit" for which we have
the right and duty to defend the insured under
Coverage A, defense expenses will be within the

Page 6 of 22 ends

EU 00 01 07 16

Policy Number: CUP -5X642114

UMBRELLA
limits of insurance of this policy when such
expenses are within the limits of insurance of the
applicable "underlying insurance".

B. The General Aggregate Limit is the most we will
pay for the sum of all:

1. Damages; and

2. Defense expenses if such expenses are
within the limits of insurance of this policy;
except:

1. Damages and defense expenses because of
"bodily injury" or "property damage" included
in the "auto hazard";

2. Damages and defense expenses because of
"bodily injury" or "property damage" included
in the "products -completed operations
hazard"; or

3. Damages and defense expenses for which
insurance is provided under any Aircraft
Liability coverage included as "underlying
insurance" to which no aggregate limit
applies.

C. The Products -Completed Operations Aggregate
Limit is the most we will pay for the sum of all:

1. Damages; and

2. Defense expenses if such expenses are
within the limits of insurance of this policy;
because of "bodily injury" or "property damage"
included in the "products -completed operations
hazard".

D. Subject to Paragraph B. or C. above, whichever
applies, the Occurrence Limit is the most we will
pay for the sum of all:

1. Damages, and defense expenses if such
expenses are within the limits of insurance of
this policy, under Coverage A arising out of
any one "event" to which the "underlying
insurance" applies a limit of insurance that is
separate from any aggregate limit of
insurance; and

2. Damages under Coverage B because of all
"bodily injury", "property damage", "personal
injury" or "advertising injury" arising out of any
one "occurrence".

For the purposes of determining the applicable
Occurrence Limit, all related acts or omissions
committed in the providing or failing to provide
first aid or "Good Samaritan services" to any one
person will be considered one "occurrence".

E. The Crisis Management Service Expenses Limit
is the most we will pay for the sum of all "crisis
management service expenses" arising out of all
"crisis management events". Payment of such
"crisis management service expenses" is in
addition to, and will not reduce, any other limit of
insurance of this policy.

F. The limits of insurance of this policy apply
separately to each consecutive annual period and
to any remaining period of less than 12 months,
starting with the beginning of the policy period
shown in the Declarations. If the policy period is
extended after issuance for an additional period of
less than 12 months, the additional period will be
deemed part of the last preceding period for
purposes of determining the limits of insurance.

SECTION IV - EXCLUSIONS
This insurance does not apply to:

With respect to Coverage A and Coverage B:

1. Asbestos
a. Damages arising out of the actual or
alleged presence or actual, alleged or
threatened dispersal of asbestos,
asbestos fibers or products containing
asbestos, provided that the damages are
caused or contributed to by the hazardous
properties of asbestos.
b. Damages arising out of the actual or
alleged presence or actual, alleged or
threatened dispersal of any solid, liquid,
gaseous or thermal irritant or
contaminant, including smoke, vapors,
soot, fumes, acids, alkalis, chemicals and
waste, and that are part of any claim or
"suit" which also alleges any damages
described in Paragraph a. above.
c. Any loss, cost or expense arising out of
any:
(1) Request, demand, order or statutory
or regulatory requirement that any
insured or others test for, monitor,
clean up, remove, contain, treat,
detoxify or neutralize, or in any way
respond to, or assess the effects of,
asbestos, asbestos fibers or products
containing asbestos; or
(2) Claim or "suit" by or on behalf of any
governmental authority or any other
person or organization because of
testing for, monitoring, cleaning up,
removing, containing, treating,
detoxifying or neutralizing, or in any
way responding to, or assessing
the effects of, asbestos, asbestos
fibers or products containing asbestos.

2. Employment -Related Practices
Damages because of injury to:
a. A person arising out of any:
(1) Refusal to employ that person;
(2) Termination of that person's
employment; or
EU 00 01 07 16
© 2016 The Travelers Indemnity Company. All rights reserved. Page 7 of 22

Policy Number: CUP -5X642114

UMBRELLA
(3)
Employment -related practice, policy,
act or omission, such as coercion,
demotion, evaluation, reassignment,
discipline, failure to promote or
advance, harassment, humiliation,
discrimination, libel, slander, violation
of the person's right of privacy,
malicious prosecution or false arrest,
detention or imprisonment, applied to
or directed at that person, regardless
of whether such practice, policy, act
or omission occurs, is applied or is
committed before, during or after the
time of that person's employment; or
b. The spouse, child, parent, brother or
sister of that person as a consequence of
injury to that person as described in
Paragraphs a.(1), (2) or (3) above.

This exclusion applies:
a. Whether the insured may be liable as an
employer or in any other capacity; and
b. To any obligation to share damages with
or repay someone else who must pay
damages because of the injury.

3. ERISA, COBRA And Similar Laws
Any obligation of the insured under:
a. The Employees Retirement Income
Security Act Of 1974 (ERISA) or any of
its amendments;
b. The Consolidated Omnibus Budget
Reconciliation Act of 1985 (COBRA) or
any of its amendments; or
c. Any similar common or statutory law of
any jurisdiction.

4. Medical Expenses Or Payments
Any obligation of the insured under any
"medical expenses" or medical payments
coverage.

5. Nuclear Material
Damages arising out of:
a. The actual, alleged or threatened
exposure of any person or property to; or
b. The "hazardous properties" of;
any "nuclear material".

As used in this exclusion:
a. "Hazardous properties" includes
radioactive, toxic or explosive properties;
b. "Nuclear material" means "source
material", "special nuclear material" or
"by-product material"; and
c. "Source material", "special nuclear
material" and "by-product material" have
the meanings given them in the Atomic
Energy Act of 1954 or any of its
amendments.

6. Uninsured or Underinsured Motorists, No -
Fault And Similar Laws
Any liability imposed on the insured, or the
insured's insurer, under any of the following
laws:
a. Uninsured motorists;
b. Underinsured motorists;
c. Auto no-fault or other first -party personal
injury protection (PIP);
d. Supplementary uninsured/underinsured
motorists (New York); or
e. Medical expense benefits and income
loss benefits (Virginia).

7. War
Damages arising out of:
a. War, including undeclared or civil war; or
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 governmental
authority in hindering or defending against
any of these.

8. Workers Compensation And Similar Laws
Any obligation of the insured under a workers
compensation, disability benefits or
unemployment compensation law or any
similar law.

B. With respect to Coverage B:

1. Expected Or Intended Bodily Injury Or
Property 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.

2. Contractual Liability
"Bodily injury", "property damage", "personal
injury" or "advertising injury" for which the
insured is obligated to pay damages by
reason of the assumption of liability in a
contract or agreement. This exclusion does
not apply to liability for damages that the
insured would have in the absence of the
contract or agreement.

Page 8 of 22 ends

Policy Number: CUP -5X642114

UMBRELLA

3. Liquor Liability
"Bodily injury" or "property damage" for which
any insured may be liable by reason of:
a. Causing or contributing to the intoxication
of any person, including causing or
contributing to the intoxication of any
person because alcoholic beverages were
permitted to be brought on your premises
for consumption on your premises;
b. The furnishing of alcoholic beverages to a
person under the legal drinking age or
under the influence of alcohol; or
c. Any statute, ordinance or regulation
relating to the sale, gift, distribution or use
of alcoholic beverages.

4. Employers Liability
"Bodily injury" to:
a. An "employee" of the insured arising out
of and in the course of:
(1) Employment by the insured; or
(2) Performing duties related to the
conduct of the insured's business; or
b. The spouse, child, parent, brother or
sister of that "employee" as a
consequence of "bodily injury" described
in Paragraph a. above.

5. Pollution
a. "Bodily injury", "property damage",
"personal injury" or "advertising injury"
arising out of the actual, alleged or
threatened discharge, dispersal, seepage,
migration, release or escape of
"pollutants".
b. Any loss, cost or expense arising out of
any:
(1) Request, demand, order or statutory
or regulatory requirement that any
insured or any other person or
organization test for, monitor, clean
up, remove, contain, treat, detoxify or
neutralize, or in any way respond to,
or assess the effects of, "pollutants";
or
(2) Claim or "suit" by or on behalf of any
governmental authority or any other
person or organization because of
testing for, monitoring, cleaning up,
removing, containing, treating,
detoxifying or neutralizing, or in any
way responding to, or assessing the
effects of, "pollutants".

6. Aircraft
"Bodily injury" or "property damage" arising
out of the ownership, maintenance, use or
entrustment to others of any aircraft owned or
operated by or rented or loaned to any
insured. Use includes operation and "loading
or unloading".

This exclusion applies even if the claims
against any insured allege negligence or other
wrongdoing in the supervision, hiring,
employment, training or monitoring of others
by that insured, if the "occurrence" which
caused the "bodily injury" or "property
damage" involved the ownership,
maintenance, use or entrustment to others of
any aircraft that is owned or operated by or
rented or loaned to any insured.

7. Auto
"Bodily injury" or "property damage" arising
out of the ownership, maintenance, use or
entrustment to others of any "auto". Use
includes operation and "loading or unloading".

This exclusion does not apply to "bodily injury"
or "property damage" caused by an
"occurrence" that takes place outside of the
United States of America (including its
territories and possessions), Puerto Rico and
Canada.

8. Watercraft
"Bodily injury" or "property damage" arising
out of the ownership, maintenance, use or
entrustment to others of any watercraft owned
or operated by or rented or loaned to any
insured. Use includes operation and "loading
or unloading".

This exclusion applies even if the claims
against any insured allege negligence or other
wrongdoing in the supervision, hiring,
employment, training or monitoring of others
by that insured, if the "occurrence" which
caused the "bodily injury" or "property
damage" involved the ownership,
EU 00 01 07 16
© 2016 The Travelers Indemnity Company. All rights reserved.

Page 9 of 22 ends

Policy Number: CUP -5X642114

UMBRELLA
maintenance, use or entrustment to others of
any watercraft that is owned or operated by
or rented or loaned to any insured.

This exclusion does not apply to a watercraft:
a. While ashore on premises owned by or
rented to any insured; or
b. That is 50 -feet long or less and that:
(1) You own; or
(2) You do not own and is not being used
to carry any person or property for a
charge.

9. Electronic Data
Damages claimed for the loss of, loss of use
of, damage to, corruption of, inability to
access, or inability to manipulate "electronic
data".

10. Damage To Property, Products Or Work
"Property damage" to:
a. Property you own, rent or occupy,
including any costs or expenses incurred
by you, or any other person or
organization, for repair, replacement,
enhancement, restoration or maintenance
of such property for any reason, including
prevention of injury to a person or
damage to another's property;
b. Premises you sell, give away or abandon
if the "property damage" arises out of any
part of those premises;
c. Property loaned to you;
d. Personal property in the care, custody or
control of the insured;
e. That particular part of real property on
which you or any contractors or
subcontractors working directly or
indirectly on your behalf are performing
operations if the "property damage"
arises out of those operations;
f. That particular part of any property that
must be restored, repaired or replaced
because "your work" was incorrectly
performed on it;
"Your product" arising out of "your
product" or any part of it; or
h. "Your work" arising out of "your work" or
any part of it and included in the
"products -completed operations hazard".
g.

11. Damage To Impaired Property Or Property
Not Physically Injured
"Property damage" to "impaired property", or
property that has not been physically injured,
arising out of:
a. A defect, deficiency, inadequacy or
dangerous condition in "your product" or
"your work"; or
b. A delay or failure by you, or anyone acting
on your behalf, to fulfill the terms of a
contract or agreement.

This exclusion does not apply to the loss of
use of other property arising out of sudden
and accidental physical injury to "your
product" or "your work" after it has been put to
its intended use.

12. Recall Of Products, Work Or Impaired
Property
Damages claimed for any loss, cost or
expense incurred by you or others for the loss
of use, withdrawal, recall, inspection, repair,
replacement, adjustment, removal or disposal
of:
a. "Your product";
b. "Your work"; or
c. "Impaired property";
if such product, work or property is withdrawn
or recalled from the market or from use by
any person or organization because of a
known or suspected defect, deficiency,
inadequacy or dangerous condition in it.

13. Violation Of Consumer Financial
Protection Laws
"Bodily injury", "property damage", "personal
injury" or "advertising injury" arising out of any
actual or alleged violation of a "consumer
financial protection law", or any other "bodily
injury", "property damage", "personal injury" or
"advertising injury" alleged in any claim or
"suit" that also alleges any such violation.

14. Unsolicited Communication
"Bodily injury", "property damage", "personal
injury" or "advertising injury" arising out of any
actual or alleged violation of any law that
restricts or prohibits the sending, transmitting
or distributing of "unsolicited communication".

15. Access Or Disclosure Of Confidential Or
Personal Information
"Bodily injury", "property damage", "personal
injury" or "advertising injury" arising out of any
access to or disclosure of any person's or
organization's confidential or personal
information.

Page 10 of 22 ends

Policy Number: CUP -5X642114

UMBRELLA

16. Knowing Violation Of Rights Of Another
"Personal injury" or "advertising injury" caused
by or at the direction of the insured with the
knowledge that the act would violate the rights
of another and would inflict "personal injury"
or "advertising injury".

17. Material Published With Knowledge Of
Falsity
"Personal injury" or "advertising injury" arising
out of oral or written publication, including
publication by electronic means, of material, if
done by or at the direction of the insured with
knowledge of its falsity.

18. Material Published Or Used Prior To Policy
Period
a. "Personal injury" or "advertising injury"
arising out of oral or written publication,
including publication by electronic means,
of material whose first publication took
place before the beginning of the policy
period; or
b. "Advertising injury" arising out of
infringement of copyright, "title" or
"slogan" in your "advertisement" whose
first infringement in your "advertisement"
was committed before the beginning of
the policy period.

19. Criminal Acts
"Personal injury" or "advertising injury" arising
out of a criminal act committed by or at the
direction of the insured.

20. Breach Of Contract
"Personal injury" or "advertising injury" arising
out of a breach of contract.

21. Quality Or Performance Of Goods — Failure
To Conform To Statements
"Advertising injury" arising out of the failure of
goods, products or services to conform with
any statement of quality or performance made
in your "advertisement".

22. Wrong Description Of Prices
"Advertising injury" arising out of the wrong
description of the price of goods, products or
services stated in your "advertisement".

23. Intellectual Property
"Personal injury" or "advertising injury" arising
out of any actual or alleged infringement or
violation of any of the following rights or laws,
or any other "personal injury" or "advertising
injury" alleged in any claim or "suit" that also
alleges any such infringement or violation:
a. Copyright;
b. Patent;
c.
d.
e.
f.
g.

Trade dress;
Trade name;
Trademark;
Trade secret; or
Other intellectual property rights or laws.

This exclusion does not apply to:
a. "Advertising injury" arising out of any
actual or alleged infringement or violation
of another's copyright, "title" or "slogan" in
your "advertisement"; or
b. Any other "personal injury" or "advertising
injury" alleged in any claim or "suit" that
also alleges any such infringement or
violation of another's copyright, "title" or
"slogan" in your "advertisement".

24. Insureds In Media And Internet Type
Business
"Personal injury" or "advertising injury" arising
out of an offense committed by an insured
whose business is:
a. Advertising, "broadcasting" or publishing;
b. Designing or determining content of web -
sites for others; or
c. An Internet search, access, content or
service provider.

This exclusion does not apply to Paragraphs
a.(1), (2) and (3) of the definition of "personal
injury".

For the purposes of this exclusion:
a. Creating and producing correspondence
written in the conduct of your business,
bulletins, financial or annual reports, or
newsletters about your goods, products or
services will not be considered the
business of publishing; and
b. The placing of frames, borders or links, or
advertising, for you or others anywhere on
the Internet will not, by itself, be
considered the business of advertising,
"broadcasting" or publishing.

25. Electronic Chatrooms Or Bulletin Boards
"Personal injury" or "advertising injury" arising
out of an electronic chatroom or bulletin board
the insured hosts, owns or over which the
insured exercises control.

26. Unauthorized Use Of Another's Name Or
Product
"Personal injury" or "advertising injury" arising
out of the unauthorized use of another's name
or product in your e-mail address, domain
name or metatag, or any other similar tactics
to mislead another's potential customers.

EU 00 01 07 16
© 2016 The Travelers Indemnity Company. All rights reserved. Page 11 of 22

Policy Number: CUP -5X642114

UMBRELLA
C. With respect to Coverage C:

Newly Acquired, Controlled Or Formed
Entities
"Crisis management service expenses" arising out
of a "crisis management event" that involves any
organization you newly acquire or form and that
occurred prior to the date you acquired or formed
that organization, even if an "executive officer"
only first becomes aware of an "event" or
"occurrence" that leads to such "crisis
management event" after the date you acquired or
formed such organization.

SECTION V - CONDITIONS
A. APPEALS

1. If the insured or the insured's "underlying
insurer" elects not to appeal a judgment which
exceeds the "applicable underlying limit" or
"self -insured retention", we may do so.

2. If we appeal such a judgment, we will pay all
costs of the appeal. These payments will not
reduce the applicable limits of insurance. In
no event will our liability exceed the applicable
limit of insurance.

B. BANKRUPTCY

1. Bankruptcy or insolvency of the insured or of
the insured's estate will not relieve us of our
obligations under this insurance.

2. In the event of bankruptcy or insolvency of
any "underlying insurer", this insurance will
not replace such bankrupt or insolvent
"underlying insurer's" policy, and this
insurance will apply as if such "underlying
insurer" had not become bankrupt or
insolvent.

C. CANCELLATION

1. The first Named Insured shown in the
Declarations may cancel this insurance by
mailing or delivering to us advance written
notice of cancellation.

2. We may cancel this insurance by mailing or
delivering to such first Named Insured written
notice of cancellation at least:
a. 10 days before the effective date of
cancellation if we cancel for nonpayment
of premium; or
b. 60 days before the effective date of
cancellation if we cancel for any other
reason.

3. We will mail or deliver our notice to such first
Named Insured's last mailing address known
to us.

4. Notice of cancellation will state the effective
date of cancellation. The policy period will end
on that date.

5. If this insurance is cancelled, we will send
such first Named Insured any premium refund
due. If we cancel, the refund will be pro rata. If
such first Named Insured cancels, the refund
may be less than pro rata. The cancellation
will be effective even if we have not made or
offered a refund.

6. If notice is mailed, proof of mailing will be
sufficient proof of notice.

D. CHANGES
This policy contains all the agreements between
you and us concerning the insurance afforded. No
change can be made in the terms of this
insurance except with our consent. The terms of
this insurance can be amended or waived only by
endorsement issued by us and made a part of this
policy.

E. CURRENCY
Payments for damages or expenses described in
Paragraph 5. of Paragraph D., DEFENSE AND
SUPPLEMENTARY PAYMENTS, of SECTION
- COVERAGES will be in the currency of the
United States of America. At our sole option, we
may make these payments in a different currency.

Any necessary currency conversion for such
payments will be calculated based on the rate of
exchange published in the Wall Street Journal
immediately preceeding the date the payment is
processed.

F. DUTIES REGARDING AN EVENT,

OCCURRENCE, CLAIM OR SUIT

1. You must see to it that we are notified as
soon as practicable of an "event" or
"occurrence" which may result in a claim
under this insurance. To the extent possible,
notice should include:
a. How, when and where the "event" or
"occurrence" took place;
b. The names and addresses of any
persons or organizations sustaining injury,
damage or loss, and the names and
addresses of any witnesses; and
c. The nature and location of any injury or
damage arising out of the "event" or
"occurrence".

2. If a claim is made or "suit" is brought against
any insured which may result in a claim under
this insurance, you must see to it that we
receive written notice of the claim or "suit" as
soon as practicable.

Page 12 of 22 ends

EU 00 01 07 16

Policy Number: CUP -5X642114

UMBRELLA

3. With respect to Coverage A, the insured
must:
a. Cooperate with us in the investigation,
settlement or defense of any claim or
"suit";
b. Comply with the terms of the "underlying
insurance"; and
c. Pursue all rights of contribution or
indemnity against any person or
organization who may be liable to the
insured because of the injury, damage or
loss for which insurance is provided under
this policy or any policy of "underlying
insurance".

4. With respect to Coverage B, the insured
must:
a. Immediately send us copies of any
demands, notices, summonses or legal
papers received in connection with the
claim or "suit";
b. Authorize us to obtain necessary records
and other information;
c. Cooperate with us in the investigation,
settlement or defense of any claim or
"suit"; and
d. Assist us, upon our request, in the
enforcement of any right against any
person or organization which may be
liable to the insured because of injury or
damage to which Coverage B may apply.

5. No insured will, except at that insured's own
expense, voluntarily make a payment,
assume any obligation, make any admission
or incur any expense, other than for first aid
for "bodily injury" covered by this insurance,
without our consent.

6. Knowledge of an "event", "occurrence", claim
or "suit" by your agent, servant or "employee"
will not constitute knowledge by you, unless
your insurance or risk manager, or anyone
working in the capacity as your insurance or
risk manager, or anyone you designate with
the responsibility of reporting an "event",
"occurrence", claim or "suit":
a. Has received notice of such "event",
"occurrence", claim or "suit" from such
agent, servant or "employee"; or
b. Otherwise has knowledge of such "event",
"occurrence", claim or "suit".

G. DUTIES REGARDING A CRISIS MANAGEMENT
EVENT
You must:

1. Notify us within 30 days of a "crisis
management event" that may result in "crisis
management service expenses".

2. Provide written notice of the "crisis
management event" as soon as practicable.

To the extent possible, notice should include:
a. How, when and where that "crisis
management event" took place;
b. The names and addresses of any
persons or organizations sustaining injury,
damage or loss, and the named and
addresses of any witnesses;
c. The nature and location of any injury or
damage arising out of that "crisis
management event"; and
d. The reason that "crisis management
event" is likely to involve damages
covered by this insurance in excess of the
"applicable underlying limit" or "self -
insured retention" and involve regional or
national media coverage.

H. EXAMINATION OF YOUR BOOKS AND

RECORDS
We may examine and audit your books and
records as they relate to this insurance:

1. At any time during the policy period;

2. Up to three years after the end of the policy
period; and

3. Within one year after final settlement of all
claims under this insurance.

I. EXTENDED REPORTING PERIOD OPTION

1. When the "underlying insurance" applies on a
claims -made basis, any automatic or basic
"extended reporting period" in such
"underlying insurance" will apply to this
insurance.

2. When the "underlying insurance" applies on a
claims -made basis and you elect to purchase
an optional or supplemental "extended
reporting period" in such "underlying
insurance," that "extended reporting period"
will apply to this insurance only if:
a. A written request to purchase an
Extended Reporting Period endorsement
for this insurance is made by you and
received by us within 90 days after the
end of the policy period;
EU 00 01 07 16
© 2016 The Travelers Indemnity Company. All rights reserved. Page 13 of 22

Policy Number: CUP -5X642114

UMBRELLA
b. You have paid all premiums due for this
policy at the time you make such request;
c. You promptly pay the additional premium
we charge for the Extended Reporting
Period endorsement for this insurance
when due. We will determine that
additional premium after we have
received your request for the Extended
Reporting Period endorsement for this
insurance. That additional premium is not
subject to any limitation stated in the
"underlying insurance" on the amount or
percentage of additional premium that
may be charged for the "extended
reporting period" in such "underlying
insurance"; and
d. That Extended Reporting Period
endorsement is issued by us and made a
part of this policy.

3. Any Extended Reporting Period endorsement
for this insurance will not reinstate or increase
the Limits of Insurance or extend the policy
period.

4. Except with respect to any provisions to the
contrary contained in Paragraphs 1., 2. or 3.
above, all provisions of any option to
purchase an "extended reporting period"
granted to you in the "underlying insurance"
apply to this insurance.

J. INSPECTIONS AND SURVEYS

1. We have the right but are not obligated to:
a. Make inspections and surveys at any
time;
b. Give you reports on the conditions we
find; and
c. Recommend changes.

2. Any inspections, surveys, reports or
recommendations relate only to insurability
and the premiums to be charged. We do not
make safety inspections. We do not
undertake to perform the duty of any person
or organization to provide for the health or
safety of workers or the public. We do not
warrant that conditions:

L.
a. Are safe or healthful; or
b. Comply with laws, regulations, codes or
standards.

K. LEGAL ACTION AGAINST US

1. No person or organization has a right under
this insurance: M.
a. To join us as a party or otherwise bring us
into a "suit" asking for damages from an
insured; or
b. To sue us on this insurance unless all of
its terms have been fully complied with.

2. A person or organization may sue us to
recover on an agreed settlement or on a final
judgment against an insured. We will not be
liable for damages that:
a. Are not payable under the terms of this
insurance; or
b. Are in excess of the applicable limit of
insurance.

An agreed settlement means a settlement
and release of liability signed by us, the
insured and the claimant or the claimant's
legal representative.

MAINTENANCE OF UNDERLYING INSURANCE

1. The insurance afforded by each policy of
"underlying insurance" will be maintained for
the full policy period of this Excess Follow -
Form And Umbrella Liability Insurance. This
provision does not apply to the reduction or
exhaustion of the aggregate limit or limits of
such "underlying insurance" solely by
payments as permitted in Paragraphs 4.a.(1),
(2) and (3) of COVERAGE A — EXCESS
FOLLOW -FORM LIABILITY of SECTION I -
COVERAGES. As such policies expire, you
will renew them at limits and with coverage at
least equal to the expiring limits of insurance.

If you fail to comply with the above
requirements, Coverage A is not invalidated.

However, in the event of a loss, we will pay
only to the extent that we would have paid had
you complied with the above requirements.

2. The first Named Insured shown in the
Declarations must give us written notice of
any change in the "underlying insurance" as
respects:
a.
b.
c.
d.

Coverage;
Limits of insurance;
Termination of any coverage; or
Exhaustion of aggregate limits.

3. If you are unable to recover from any
"underlying insurer" because you fail to
comply with any term or condition of the
"underlying insurance", Coverage A is not
invalidated. However, we will pay for any loss
only to the extent that we would have paid had
you complied with that term or condition in
that "underlying insurance".

OTHER INSURANCE
This insurance is excess over any valid and
collectible "other insurance" whether such "other
insurance" is stated to be primary, contributing,

Page 14 of 22 ends

Policy Number: CUP -5X642114

UMBRELLA
excess, contingent or otherwise. This provision
does not apply to a policy bought specifically to
apply as excess of this insurance.

However, if you specifically agree in a written
contract or agreement that the insurance provided
to any person or organization that qualifies as an
insured under this insurance must apply on a
primary basis, or a primary and non-contributory
basis, then insurance provided under Coverage A
is subject to the following provisions:

1. This insurance will apply before any "other
insurance" that is available to such additional
insured which covers that person or
organization as a named insured, and we will
not share with that "other insurance", provided
that the injury or damage for which coverage
is sought is caused by an "event" that takes
place or is committed subsequent to the
signing of that contract or agreement by you.

2. This insurance is still excess over any valid
and collectible "other insurance", whether
primary, excess, contingent or otherwise,
which covers that person or organization as
an additional insured or as any other insured
that does not qualify as a named insured.

N. PREMIUM

1. The first Named Insured shown in the
Declarations is responsible for the payment of
all premiums and will be the payee for any
return premiums.

2. If the premium is a flat charge, it is not subject
to adjustment except as provided in
Paragraph 4. below.

3. If the premium is other than a flat charge, it is
an advance premium only. The earned
premium will be computed at the end of the
policy period, or at the end of each year of the
policy period if the policy period is two years
or longer, at the rate shown in the
Declarations, subject to the Minimum
Premium.

4. Additional premium may become payable
when coverage is provided for additional
insureds under the provisions of SECTION II
- WHO IS AN INSURED.

O. PREMIUM AUDIT
The premium for this policy is the amount stated
in Item 5. of the Declarations. The premium is a
flat charge unless it is specified in the
Declarations as adjustable.

P. PROHIBITED COVERAGE — UNLICENSED

INSURANCE

1. With respect to loss sustained by any insured
in a country or jurisdiction in which we are not
licensed to provide this insurance, this
insurance does not apply to the extent that
insuring such loss would violate the laws or
regulations of such country or jurisdiction.

2. We do not assume responsibility for:
a. The payment of any fine, fee, penalty or
other charge that may be imposed on any
person or organization in any country or
jurisdiction because we are not licensed
to provide insurance in such country or
jurisdiction; or
b. The furnishing of certificates or other
evidence of insurance in any country or
jurisdiction in which we are not licensed to
provide insurance.

Q. PROHIBITED COVERAGE — TRADE OR

ECONOMIC SANCTIONS
We will provide coverage for any loss, or
otherwise will provide any benefit, only to the
extent that providing such coverage or benefit
does not expose us or any of our affiliated or
parent companies to:

1. Any trade or economic sanction under any law
or regulation of the United States of America;
or

2. Any other applicable trade or economic
sanction, prohibition or restriction.

R. REPRESENTATIONS
By accepting this insurance, you agree:

1. The statements in the Declarations and any
subsequent notice relating to "underlying
insurance" are accurate and complete;

2. Those statements are based upon
representations you made to us; and

3. We have issued this insurance in reliance upon
your representations.

S. SEPARATION OF INSUREDS
Except with respect to the Limits of Insurance,
and any rights or duties specifically assigned in
this policy to the first Named Insured shown in the
Declarations, this insurance applies:

1. As if each Named Insured were the only
Named Insured; and

2. Separately to each insured against whom
claim is made or "suit" is brought.

EU 00 01 07 16
© 2016 The Travelers Indemnity Company. All rights reserved. Page 15 of 22

Policy Number: CUP -5X642114

UMBRELLA
T. WAIVER OR TRANSFER OF RIGHTS OF

RECOVERY AGAINST OTHERS TO US

1. If the insured has rights to recover all or part
of any payment we have made under this
insurance, those rights are transferred to us
and the insured must do nothing after loss to
impair them. At our request, the insured will
bring suit or transfer those rights to us and
help us, and with respect to Coverage A, the
"underlying insurer", enforce them.

If the insured has agreed in a contract or
agreement to waive that insured's right of
recovery against any person or organization,
we waive our right of recovery against that
person or organization, but only for payments
we make because of an "event" that takes
place or is committed subsequent to the
execution of that contract or agreement by
such insured.

2. Reimbursement of any amount recovered will
be made in the following order:
a. First, to any person or organization
(including us or the insured) who has paid
any amount in excess of the applicable
limit of insurance;
b. Next, to us; and
c. Then, to any person or organization
(including the insured and with respect to
Coverage A, the "underlying insurer") that
is entitled to claim the remainder, if any.

3. Expenses incurred in the process of recovery
will be divided among all persons or
organizations receiving amounts recovered
according to the ratio of their respective
recoveries.

U. TRANSFER OF YOUR RIGHTS AND DUTIES

UNDER THIS INSURANCE

1. Your rights and duties under this insurance
may not be transferred without our written
consent except in the case of death of an
individual Named Insured.

2. If you die, your rights and duties will be
transferred to your legal representative but
only while acting within the scope of duties as
your legal representative. Until your legal
representative is appointed, anyone having
proper temporary custody of your property will
have your rights and duties but only with
respect to that property.

V. UNINTENTIONAL OMISSION OR ERROR
The unintentional omission of, or unintentional
error in, any information provided by you which we
relied upon in issuing this policy will not prejudice
your rights under this insurance. However, this
provision does not affect our right to collect
additional premium or to exercise our rights of
cancellation or nonrenewal in accordance with
applicable insurance laws or regulations.

W. WHEN LOSS IS PAYABLE
If we are liable under this insurance, we will pay
for injury, damage or loss after:

1. The insured's liability is established by:
a. A court decision; or
b. A written agreement between the
claimant, the insured, any "underlying
insurer" and us; and

2. The amount of the "applicable underlying
limit" or "self -insured retention" is paid by or
on behalf of the insured.

SECTION VI - DEFINITIONS
A. With respect to all coverages of this insurance:

1. "Applicable underlying limit" means the sum of:
a. The applicable limit of insurance stated
for the policies of "underlying insurance"
in the Schedule Of Underlying Insurance
subject to the provisions in Paragraphs

4.a.(1), (2) and (3) of COVERAGE A —
EXCESS FOLLOW -FORM LIABILITY of
SECTION I - COVERAGES; and
b. The applicable limit of insurance of any
"other insurance" that applies.

The limits of insurance in any policy of
"underlying insurance" will apply even if:
a. The "underlying insurer" claims the
insured failed to comply with any term or
condition of the policy; or
b. The "underlying insurer" becomes
bankrupt or insolvent.

2. "Auto hazard" means all "bodily injury" and
"property damage" to which liability insurance
afforded under an auto policy of "underlying
insurance" would apply but for the exhaustion
of its applicable limits of insurance.

3. "Electronic data" means information, facts or
programs stored as or on, created or used on,
or transmitted to or from computer software
(including systems and applications software),
hard or floppy disks, CD-ROMs, tapes, drives,
cells, data processing devices or any other
media which are used with electronically
controlled equipment.

4. "Event" means an "occurrence", offense,
accident, act, error, omission, wrongful act or
loss.

Page 16 of 22 ends

Policy Number: CUP -5X642114

UMBRELLA

5. "Extended reporting period" means any period
of time, starting with the end of the policy
period of your claims -made insurance, during
which claims or "suits" may be first made,
brought or reported for that insurance.

6. "Medical expenses" means expenses to
which any Medical Payments section of any
policy of Commercial General Liability
"underlying insurance" applies.

7. "Other insurance" means insurance, or the
funding of losses, that is provided by, through
or on behalf of:
a. Another insurance company;
b. Us or any of our affiliated insurance
companies;
c. Any risk retention group;
d. Any self-insurance method or program, in
which case the insured will be deemed to
be the provider of such insurance; or
e. Any similar risk transfer or risk
management method.
"Other insurance" does not include:
a. Any "underlying insurance"; or
b. Any policy of insurance specifically
purchased to be excess of the limits of
insurance of this policy shown in the
Declarations.

8. "Products -completed operations hazard":
a. Includes all "bodily injury" and "property
damage" occurring away from premises
you own or rent and arising out of "your
product" or "your work" except:
(1) Products that are still in your physical
possession; or
(2) Work that has not yet been
completed or abandoned. However,
"your work" will be deemed completed
at the earliest of the following times:
(a) When all the work called for in
your contract has been
completed;
(b) When all the work to be done at
the job site has been completed if
your contract calls for work at
more than one job site; or
(c) When that part of the work done
at a job site has been put to its
intended use by any person or
organization other than another
contractor or subcontractor
working on the same project.

Work that may need service,
maintenance, correction, repair or
replacement, but which is otherwise
complete, will be treated as
completed.
b. Does not include "bodily injury" or
"property damage" arising out of:
(1) The transportation of property, unless
the injury or damage arises out of a
condition in or on a vehicle not owned
or operated by you, and that condition
was created by the "loading or
unloading" of that vehicle by any
insured;
(2) The existence of tools, uninstalled
equipment or abandoned or unused
materials; or
Products or operations for which the
classification listed in a policy of
Commercial General Liability
"underlying insurance" states that
products -completed operations are
subject to the General Aggregate
Limit.
(3)

9. "Suit" means a civil proceeding which alleges
damages. "Suit" includes:
a. An arbitration proceeding in which
damages are claimed and to which the
insured must submit or does submit with
our consent; or
b. Any other alternative dispute resolution
proceeding to which the insured submits
with our consent.

10. "Underlying insurance":
a. Means the policy or policies of insurance
listed in the Schedule Of Underlying
Insurance.
b. Includes any renewal or replacement of
such policies if such renewal or
replacement is during the policy period of
this Excess Follow -Form And Umbrella
Liability Insurance.
c. Does not include any part of the policy
period of any of the policies described in
Paragraphs a. or b. above that began
before, or that continues after, the policy
period of this Excess Follow -Form And
Umbrella Liability Insurance.

11. "Underlying insurer" means any insurer which
provides a policy of insurance listed in the
Schedule Of Underlying Insurance.

Page 17 of 22 ends

Policy Number: CUP -5X642114

UMBRELLA
B. With respect to Coverage B and, to the extent that
the following terms are not defined in the
"underlying insurance", to Coverage A:

1. "Advertisement" means a notice that is
broadcast or published to the general public
or specific market segments about your
goods, products or services for the purpose of
attracting customers or supporters. For the
purposes of this definition:
a. Notices that are published include
material placed on the Internet or on
similar electronic means of
communication; and
b. Regarding web sites, only that part of a
web site that is about your goods,
products or services for the purposes of
attracting customers or supporters is
considered an advertisement.

2. "Advertising injury":
a. Means injury, other than "personal injury",
caused by one or more of the following
offenses:
(1) Oral or written publication, including
publication by electronic means, of
material in your "advertisement" that
slanders or libels a person or
organization or disparages a person's
or organization's goods, products or
services, provided that the claim is
made or the "suit" is brought by a
person or organization that claims to
have been slandered or libeled, or
that claims to have had its goods,
products or services disparaged;
(2) Oral or written publication, including
publication by electronic means, of
material in your "advertisement" that:
(a) Appropriates a person's name,
voice, photograph or likeness; or
(b) Unreasonably places a person in
a false light; or
Infringement of copyright, "title" or
"slogan" in your "advertisement",
provided that the claim is made or the
"suit" is brought by a person or
organization that claims ownership of
such copyright, "title" or "slogan".
b. Includes "bodily injury" caused by one or
more of the offenses described in
Paragraph a. above.

3. "Auto" means:
a. A land motor vehicle, trailer or semitrailer
designed for travel on public roads,
(3)
including any attached machinery or
equipment; or
b. Any other land vehicle that is subject to a
compulsory or financial responsibility law
or other motor vehicle insurance law
where it is licensed or principally garaged.

However, "auto" does not include "mobile
equipment".

4. "Bodily injury" means:
a. Physical harm, including sickness or
disease, sustained by a person; or
b. Mental anguish, injury or illness, or
emotional distress, resulting at any time
from such physical harm, sickness or
disease.

5. "Broadcasting" means transmitting any audio
or visual material for any purpose:
a. By radio or television; or
b. In, by or with any other electronic means
of communication, such as the Internet, if
that material is part of:
(1) Radio or television programming
being transmitted;
(2) Other entertainment, educational,
instructional, music or news
programming being transmitted; or
(3) Advertising transmitted with any such
programming.

6. "Consumer financial identity information"
means any of the following information for a
person that is used or collected for the
purpose of serving as a factor in establishing
such person's eligibility for personal credit,
insurance or employment or for the purpose
of conducting a business transaction:
a. Part or all of the account number, the
expiration date or the balance of any
credit, debit, bank or other financial
account;
b. Information bearing on a person's credit
worthiness, credit standing or credit
capacity;
c. Social security number;
d. Driver's license number; or
e. Birth date.

7. "Consumer financial protection law" means:
a. The Fair Credit Reporting Act (FCRA)
any of its amendments, including the
and Accurate Credit Transactions
(FACTA);
and
Fair
Act

Page 18 of 22 ends

EU 00 01 07 16

Policy Number: CUP -5X642114

UMBRELLA
b. California's Song -Beverly Credit Card Act
and any of its amendments; or
c. Any other law or regulation that restricts
or prohibits the collection, dissemination,
transmission, distribution or use of
"consumer financial identity information".

8. "Employee" includes a "leased worker".
"Employee" does not include a "temporary
worker".

9. "Good Samaritan services" means any
emergency medical services for which no
compensation is demanded or received.

10. "Impaired property" means tangible property,
other than "your product" or "your work", that
cannot be used or is less useful because:
a. It incorporates "your product" or "your
work" that is known or thought to be
defective, deficient, inadequate or
dangerous; or
b. You have failed to fulfill the terms of a
contract or agreement;
if such property can be restored to use by the
repair, replacement, adjustment or removal of
"your product" or "your work" or your fulfilling
the terms of the contract or agreement.

11. "Leased worker" means a person leased to
you by a labor leasing firm under an
agreement between you and the labor leasing
firm, to perform duties related to the conduct
of your business. "Leased worker" does not
include a "temporary worker".

12. "Loading or unloading" means the handling of
property:
a. After it is moved from the place where it is
accepted for movement into or onto an
aircraft, watercraft or "auto";
b. While it is in or on an aircraft, watercraft
or "auto"; or
c. While it is being moved from an aircraft,
watercraft or "auto" to the place where it
is finally delivered;
but "loading or unloading" does not include
the movement of property by means of a
mechanical device, other than a hand truck,
that is not attached to the aircraft, watercraft
or "auto".

13. "Mobile equipment" means any of the following
types of land vehicles, including any attached
machinery or equipment:
a. Bulldozers, farm machinery, forklifts and
other vehicles designed for use principally
off public roads.
b. Vehicles maintained for use solely on or
next to premises you own or rent.
c. Vehicles that travel on crawler treads.
d. Vehicles, whether self-propelled or not,
maintained primarily to provide mobility to
permanently mounted:
(1) Power cranes, shovels, loaders,
diggers or drills; or
(2) Road construction or resurfacing
equipment such as graders, scrapers
or rollers.
e. Vehicles not described in Paragraph a., b.,
c. or d. above that are not self-propelled
and are maintained primarily to provide
mobility to permanently attached
equipment of the following types:
(1) Air compressors, pumps and
generators, including spraying,
welding, building cleaning, geophysical
exploration, lighting and well servicing
equipment; or
(2) Cherry pickers and similar devices
used to raise or lower workers.
f. Vehicles not described in Paragraph a., b.,
c. or d. above maintained primarily for
purposes other than the transportation of
persons or cargo.

However, self-propelled vehicles with the
following types of permanently attached
equipment are not "mobile equipment" but
will be considered "autos":
(1) Equipment designed primarily for:
(a) Snow removal;
(b) Road maintenance, but not
construction or resurfacing; or
(c) Street cleaning;
(2) Cherry pickers and similar devices
mounted on automobile or truck
chassis and used to raise or lower
workers; and
(3) Air compressors, pumps and
generators, including spraying,
welding, building cleaning, geophysical
exploration, lighting and well servicing
equipment.

However, "mobile equipment" does not include
any land vehicle that is subject to a compulsory
or financial responsibility law, or other motor
vehicle insurance law, where it is licensed or
principally garaged. Such land vehicles are
considered "autos".

EU 00 01 07 16
© 2016 The Travelers Indemnity Company. All rights reserved.

Page 19 of 22 ends

Policy Number: CUP -5X642114

UMBRELLA

14. "Occurrence" means:
a. With respect to "bodily injury" or "property
damage":
(1) An accident, including continuous or
repeated exposure to substantially the
same general harmful conditions,
which results in "bodily injury" or
"property damage". All "bodily injury"
or "property damage" caused by such
exposure to substantially the same
general harmful conditions will be
deemed to be caused by one
"occurrence"; or
(2) An act or omission committed in
providing or failing to provide first aid
or "Good Samaritan services" to a
person by any of your "employees" or
"volunteer workers" other than an
employed or volunteer doctor, unless
you are in the business or occupation
of providing professional health care
services;
b. With respect to "personal injury", an
offense arising out of your business that
results in "personal injury". All "personal
injury" caused by the same or related
injurious material, act or offense will be
deemed to be caused by one
"occurrence", regardless of the frequency
or repetition thereof, the number and kind
of media used or the number of persons
or organizations making claims or
bringing "suits"; and
c. With respect to "advertising injury", an
offense committed in the course of
advertising your goods, products and
services that results in "advertising injury".

All "advertising injury" caused by the
same or related injurious material, act or
offense will be deemed to be caused by
one "occurrence", regardless of the
frequency or repetition thereof, the
number and kind of media used or the
number of persons or organizations
making claims or bringing "suits".

15. "Officer" means a person holding any of the
officer positions created by your charter,
constitution, bylaws or any other similar
governing document.

16. "Personal injury":
a. Means injury, other than "advertising
injury", caused by one or more of the
following offenses:
(1) False arrest, detention
imprisonment;
(2) Malicious prosecution;
(3)
The wrongful eviction from, wrongful
entry into, or invasion of the right of
private occupancy of a room, dwelling
or premises that a person occupies,
provided that the wrongful eviction,
wrongful entry or invasion of the right
of private occupancy is committed by
or on behalf of the owner, landlord or
lessor of that room, dwelling or
premises;
(4) Oral or written publication, including
publication by electronic means, of
material that slanders or libels a
person or organization or disparages
a person's or organization's goods,
products or services, provided that
the claim is made or the "suit" is
brought by a person or organization
that claims to have been slandered or
libeled, or that claims to have had its
goods, products or services
disparaged; or
Oral or written publication, including
publication by electronic means, of
material that:
(5)
(a) Appropriates a person's name,
voice, photograph or likeness; or
(b) Unreasonably places a person in
a false light.
b. Includes "bodily injury" caused by one or
more of the offenses described in
Paragraph a. above.

17. "Pollutants" mean any solid, liquid, gaseous or
thermal irritant or contaminant, including
smoke, vapor, soot, fumes, acids, alkalis,
chemicals and waste. Waste includes
materials to be recycled, reconditioned or
reclaimed.

18. "Property damage" means:
a. Physical injury to tangible property,
including all resulting loss of use of that
property. All such loss of use will be
deemed to occur at the time of the
physical injury that caused it; or
b. Loss of use of tangible property that is
physically injured. All such loss of use
be deemed to occur at the time of
"occurrence" that caused it.

For the purposes of this insurance,
"electronic data" is not tangible property.

19. "Self -insured retention" is the greater of:
or a. The amount shown in the Declarations
which the insured must first pay under
Coverage B for damages because of all
not
will
the

Page 20 of 22 ends

EU 00 01 07 16

Policy Number: CUP -5X642114

UMBRELLA
"bodily injury", "property damage",
"personal injury" or "advertising injury"
arising out of any one "occurrence"; or
b. The applicable limit of insurance of any
"other insurance" that applies.

20. "Slogan":
a. Means a phrase that others use for the
purpose of attracting attention in their
advertising.
b. Does not include a phrase used as, or in,
the name of:
(1) Any person or organization other than
you; or
(2) Any business, or any of the premises,
goods, products, services or work, of
any person or organization other than
you.

21. "Temporary worker" means a person who is
furnished to you to substitute for a permanent
"employee" on leave or to meet seasonal or
short-term workload conditions.

22. "Title" means the name of a literary or artistic
work.

23. "Unsolicited communication" means any
communication, in any form, that the recipient
of such communication did not specifically
request to receive.

24. "Volunteer worker" means a person who is
not your "employee", and who donates his or
her work and acts at the direction of and
within the scope of duties determined by you,
and is not paid a fee, salary or other
compensation by you or anyone else for their
work performed by you.

25. "Your product":
a. Means:
(1) Any goods or products, other than
real property, manufactured, sold,
handled, distributed or disposed of by:
(a) You;
(b) Others trading under your name;
or
(c) A person or organization whose
business or assets you have
acquired; and
(2) Containers (other than vehicles),
materials, parts or equipment
furnished in connection with such
goods or products.
b. Includes:
(1) Warranties or representations made
at any time with respect to the fitness,
quality, durability, performance or use
of "your product"; and
(2) The providing of or failure to provide
warnings or instructions.
c. Does not include vending machines or
other property rented to or located for the
use of others but not sold.

26. "Your work":
a. Means:
(1) Work or operations performed by you
or on your behalf; and
(2) Materials, parts or equipment
furnished in connection with such
work or operations.
b. Includes:
(1) Warranties or representations made
at any time with respect to the fitness,
quality, durability, performance or use
of "your work"; and
(2) The providing of or failure to provide
warnings or instructions.

C. With respect to Coverage C:

1. "Crisis management advisor" means any
public relations firm or crisis management
firm approved by us that is hired by you to
perform "crisis management services" in
connection with a "crisis management event".

2. "Crisis management event" means an "event"
or "occurrence" that your "executive officer"
reasonably determines has resulted, or may
result, in:
a. Damages covered by this Coverage A or
Coverage B that are in excess of the total
applicable limits of the "underlying
insurance" or "self -insured retention"; and
b. Significant adverse regional or national
media coverage.

3. "Crisis management service expenses"
means amounts incurred by you, after a
"crisis management event" first commences
and before such event ends:
a. For the reasonable and necessary:
(1) Fees and expenses of a "crisis
management advisor" in the
performance for you of "crisis
management services" solely for a
"crisis management event"; and
EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved.

Page 21 of 22 ends

Policy Number: CUP -5X642114

UMBRELLA
(2) Costs for printing, advertising, mailing
of materials or travel by your
directors, officers, employees or
agents or a "crisis management
advisor" solely for a "crisis
management event"; and
b. For the following expenses resulting from
such "crisis management event", provided
that such expenses have been approved
by us:
(1) Medical expenses;
(2) Funeral expenses;
(3) Psychological counseling;
(4) Travel expenses;
(5) Temporary living expenses;
(6) Expenses to secure the scene of a
"crisis management event"; or
(7) Any other expenses pre -approved by
US.

4. "Crisis management services" means those
services performed by a "crisis management
advisor" in advising you or minimizing
potential harm to you from a "crisis
management event" by maintaining or
restoring public confidence in you.

5. "Executive officer" means your:
a.
b.
c.
d.
e.
f.
g.
proprietorship);
or any person acting in the same capacity as
any individual listed above.

Chief Executive Officer;
Chief Operating Officer;
Chief Financial Officer;
President;
General Counsel;
General partner (if you are a partnership); or
Sole proprietor (if you are a sole

Page 22 of 22 ends

EU 00 01 07 16

POLICY NUMBER: CUP -5X642114
ISSUE DATE: 01/01/2024
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

DESIGNATED PERSON OR ORGANIZATION - NOTICE OF

CANCELLATION, NONRENEWAL OR MATERIAL

LIMITATION OF COVERAGE PROVIDED BY US
This endorsement modifies insurance provided under the following:

ALL COVERAGE PARTS INCLUDED IN THIS POLICY

SCHEDULE
CANCELLATION:

WHEN WE DO NOT RENEW (Nonrenewal):

MATERIAL LIMITATION OF COVERAGE:

PERSON OR SEE CA T8 06
ORGANIZATION:

ADDRESS: .

PROVISIONS
A. If we cancel this policy for any legally permitted
reason other than nonpayment of premium, and a
number of days is shown for Cancellation in the
Schedule above, we will mail notice of
cancellation to the person or organization shown
in such Schedule. We will mail such notice to the
address shown in the Schedule above at least the
number of days shown for Cancellation in such
Schedule before the effective date of
cancellation.

B. If we do not renew this policy for any legally
permitted reason other than nonpayment of
premium, and a number of days is shown for
When We Do Not Renew (Nonrenewal) in the
Schedule above, we will mail notice of
nonrenewal to the person or organization shown
Number of Days Notice:

Number of Days Notice:

Number of Days Notice:
30 30
30 in such Schedule. We will mail such notice to the
address shown in the Schedule above at least the
number of days shown for When We Do Not
Renew (Nonrenewal) in such Schedule before the
effective date of nonrenewal.

C. If we add a material limitation on the coverage
provided by this policy, and a number of days is
shown for Material Limitation Of Coverage in the
Schedule above, we will mail notice of such
limitation to the person or organization shown in
such Schedule. We will mail such notice to the
address shown in the Schedule above at least the
number of days shown for Material Limitation Of
Coverage in such Schedule before the effective
date of such limitation.

IL T3 54 05 19
© 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1

COMMERCIAL AUTO POLICY
ENDORSEMENT - CA T8 06 05 23
POLICY NUMBER: CUP -5X642114
** THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ** IL T3 54
IT IS AGREED THAT:

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY

DESIGNATED ENTITY - NOTICE OF CANCELLATION PROVIDED BY US IL T3 54
THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING:

ALL COVERAGE PARTS INCLUDED IN THIS POLICY
PERSON OR ORGANIZATION:

ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN

CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF:

1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE

NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST

NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND

2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE.

THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US.

ADDRESS:

THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US.

EFFECTIVE DATE: 01/01/24 EXPIRATION DATE:

DATE OF ISSUE: 01/01/24 Page 1 of 1

TRAVELERSJ

WORKERS COMPENSATION
AND

EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 99 06 R3 (00)
POLICY NUMBER : UB-5X489557-24-43-G :

NOTICE OF CANCELLATION

TO DESIGNATED PERSONS OR ORGANIZATIONS
The following is added to PART SIX - CONDITIONS:

Notice Of Cancellation To Designated Persons Or Organizations If we cancel this policy for any reason other than non-payment of premium by you, we will provide notice of such cancellation to each person or organization designated in the Schedule below. We will mail or deliver such notice to each person or organization at its listed address at least the number of days shown for that person or organiza- tion before the cancellation is to take effect.

You are responsible for providing us with the information necessary to accurately complete the Schedule below.

If we cannot mail or deliver a notice of cancellation to a designated person or organization because the name or address of such designated person or organization provided to us is not accurate or complete, we have no responsibility to mail, deliver or otherwise notify such designated person or organization of the cancellation.

SCHEDULE
Name and Address of Designated Persons or Organizations:

Any Person Or Organization For Which The Insured Has Agreed by Written Contract Executed Prior to Loss To Furnish This Waiver
Number of
Days Notice
30 DATE OF ISSUE:1/1/24: - ST ASSIGN:
© 2013 The Travelers Indemnity Company. All rights reserved.

Page 1 of 3 ends

TRAVELERSJ

WORKERS COMPENSATION
AND

EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 00 03 13 (00) -
POLICY NUMBER: UB-5X489557

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule.

SCHEDULE
DESIGNATED PERSON:

Any Person Or Organization For Which The Insured Has Agreed by Written Contract Executed Prior to Loss To Furnish This Waiver
DESIGNATED ORGANIZATION:

DATE OF ISSUE: - - ST ASSIGN:

CITY OF PLACENTIA

PROFESSIONAL SERVICES AGREEMENT
WITH
TOTUM Corp. \n
THIS AGREEMENT is made and entered into this 2"d day-ef-April, 2024 ("Effective Date"), by and between the CITY OF PLACENTIA, a municipal corporation ("City"), and Totum Corp. ("Consultant").

WITNESSETH:

A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to provide on -call construction management and inspection services, as more fully described herein; and
B. WHEREAS, Consultant represents that it is "design professional" as that term is defined by California Civil Code Section 2782.8 and has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and
C. WHEREAS, City and Consultant desire to contract for the specific services described in Exhibit "A" (the "Project") and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and
D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement; and NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:

1.0. SERVICES PROVIDED BY CONSULTANT

1.1. Scope of Services. Consultant shall provide the professional services described in the Consultant's Proposal ("Proposal"), attached hereto as Exhibit "A" and incorporated herein by this reference.

1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices, and with credentials as a Certified Access Specialist under Subchapter 2.5 of Title 21 of the California Code of Regulations.

Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations.

Officers and employees shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section. Consultant also warrants that it has ownership of all intellectual property being provided under this Agreement.

1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to the complete satisfaction of the City and within the hereinafter specified. Evaluations of the work will be done by the City Administrator or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:

Totum Corp.

(a) Meet with Consultant to review the quality of the work and resolve the matters of concern;
(b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.

1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above -mentioned laws, which may be incurred by reason of Consultant's performance under this Agreement.

1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Consultant agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non- discrimination clause.

Consultant shall, in all solicitations and advertisements for employees placed by, or on behalf of Consultant shall state that all qualified applicants will receive consideration for employment without regard to age, race, color, religion, sex, marital status, national origin, or mental or physical disability. Consultant shall cause the paragraphs contained in this Section to be inserted in all subcontracts for any work covered by the Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.

1.6. Non -Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.

1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City.

Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant's sole cost and expense. All insurance requirements contained in this Agreement are independently applicable to any and all subcontractors that Consultant may engage during the term of this Agreement.

1.8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City.

Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement.

Totum Corp.

2.0. COMPENSATION AND BILLING

2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "A". Consultant's total compensation shall not exceed Five Hundred Thousand Dollars ($500,000), unless authorized herein.

2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services specified in the Consultant's Proposal or which is inconsistent with or in violation of the provisions of this Agreement unless the City or the Project Manager for this Project, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. Should the City request in writing additional services that increase the hereinabove described "SCOPE OF SERVICES", an additional fee based upon the Consultant's standard hourly rates shall be paid to the Consultant for such additional services. Such increase in additional fees shall be limited to 25% of the total contract sum or $25,000 whichever is more.

The City Engineer is authorized to approve a Change Order for such additional services.

2.3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices.

2.4. Records and Audits. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times for a period of three (3) years from the Effective Date.

3.0. TIME OF PERFORMANCE

3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement.

Said services shall be performed in strict compliance with the Project Schedule approved by City as set forth in Exhibit "A".

3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of the Consultant is encountered, a time extension may be mutually agreed upon in writing by the City and the Consultant. The Consultant shall present documentation satisfactory to the City to substantiate any request for a time extension.

4.0. TERM AND TERMINATION

4.1. Term. i Agreement shall commence on the Effective Date and continue for a period of 3 years, ending on -April-02, 2027 unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. One (1) two-year extension is available based on Consultant performance and at the discretion of the City. Approval of the term extension is contingent upon City Council review and approval at the conclusion of the initial three -years.

4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, Totum Corp.

with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Consultant.

The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement.

If the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

The City shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement, immediately upon service of written notice of termination on the Consultant, if the latter should:
a. Be adjudged a bankrupt;
b. Become insolvent or have a receiver of its assets or property appointed because of insolvency;
c. Make a general assignment for the benefit of creditors; d. Default in the performance of any obligation or payment of any indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.

4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination within thirty-five (35) days after service of the notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant. City shall not be liable for any claim of lost profits.

4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense to Consultant.

5.0. INSURANCE

5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated "A," Class X, or better Totum Corp.

in the most recent Best's Key Insurance Rating Guide, and approved by City:
(a) Broad -form commercial general liability, in a form at least as broad as ISO from #CG 00 01 04 13, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. If Consultant maintains higher limits that the specified minimum limits, City requires and shall be entitled to coverage for the high limits maintained by the Consultant. (b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, each incident for bodily injury and property damage. (c) Workers' compensation insurance as required by the State of California and Employers Liability Insurance with a minimum limit of $1,000,000 per accident for any employee or employees of Consultant. Consultant agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers for losses arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies.

Before execution of this Agreement by the City, the Consultant shall file with the Public Works Director/City Engineer the following signed certification:

I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers' Compensation or to undertake self-insurance before commencing any of the work.

The Consultant shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the Public Works Director/City Engineer before execution of this Agreement by the City. The City, its officers and employees shall not be responsible for any claims in law or equity occasioned by failure of the consultant to comply with this section.
(d) Professional errors and omissions ("E&O") liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. Architects' and engineers' coverage shall be endorsed to include contractual liability. If the policy is written as a "claims made" policy, the retro date shall be prior to the start of the contract work. Consultant shall obtain and maintain, said E&O liability insurance during the life of this Agreement and for three years after completion of the work hereunder.

Neither the CITY nor any of its elected or appointed officials, officers, agents, employees, or volunteers makes any representation that the types of insurance and the limits specified to be carried by Consultant under this Agreement are adequate to protect Consultant. If Consultant believes that any such insurance coverage is insufficient, Consultant shall provide, at its own expense, such additional insurance as Consultant deems adequate.

5.2. Endorsements. The commercial general liability insurance policy and business Totum Corp.

automobile liability policy shall contain or be endorsed to contain the following provisions as worded below.
(a) Additional insureds: "The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant." (b) Notice: "Consultant shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self -insured retention is increased.

In the event of any cancellation or reduction in coverage or limits of any insurance, Consultant shall forthwith obtain and submit proof of substitute insurance. Should Consultant fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at Consultant's sole cost and expense."
(c) Other insurance: "The Consultant's insurance coverage shall be primary insurance as respects the City of Placentia, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Placentia shall be excess and not contributing with the insurance provided by this policy."
(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Placentia, its officers, officials, agents, employees, and volunteers.
(e) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

5.3. Deductible or Self -Insured Retention. If any of such policies provide for a deductible or self -insured retention to provide such coverage, the amount of such deductible or self -insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self -insured retention.

5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The certificates of insurance and endorsements shall be attached hereto as Exhibit "B" and incorporated herein by this reference.

5.5. Non -limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property.

6.0. GENERAL PROVISIONS

6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.

Totum Corp.

6.2. Representatives. The City Administrator or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.

Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.

6.3. Project Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement. It shall be the Consultant's responsibility to assure that the Project Manager is kept informed of the progress of the performance of the services and the Consultant shall refer any decision, which must be made by City, to the Project Manager. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Project Manager.

Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement and who shall not be changed by Consultant without the express written approval by the City. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City.

6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement, or the work hereunder may be provided by personal delivery, facsimile or if mailed, shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 72 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.

IF TO CONSULTANT:

Totum corp
15130 Ventura Blvd, Suite A
Sherman Oaks, CA 91403
Tel: (818) 986-9870
Fax: (818) 986-9870
Attn: Danny Kaye
IF TO CITY:

City of Placentia
401 E. Chapman
Placentia, CA 92870
Tel: 714-993-8117
Attn: Chris Tanio

6.5. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.

6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California.

Consultant agrees to submit to the personal jurisdiction of such court in the event of such action.

6.7. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent.

Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.

Totum Corp.

6.8. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of Consultant brought against the City, its elected and appointed officials, officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence, recklessness, or willful misconduct by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, recklessness, or willful misconduct of the Consultant, its employees, and/or authorized subcontractors, and/or —whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon the negligence, recklessness, or willful misconduct of the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable.

Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant's Proposal, which shall be of no force and effect.

6.9. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, 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 are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

6.11. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require.

Totum Corp.

6.12. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, preliminary notes, working documents, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City but shall be made available to the City within ten (10) days of request or within ten (10) days of termination. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, preliminary notes and working documents, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City. Consultant or Consultant's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright in such documents.

6.13. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret.

The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.

6.14. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

6.15. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

6.16. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect.

6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, the conflict shall be resolved by Totum Corp.

giving precedence in the following order, if applicable: This Agreement, the City's Request for Proposals, the Consultant's Proposal.

6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.

6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

6.21. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.

6.23. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

6.24. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

6.25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

6.26. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.

Totum Corp.

CITY OF PLACENTIA,
A municipal corporation
Date:

Damien R. Arrula, City Administrator
ATTEST:

City Clerk and ex -officio Clerk
of the City of Placentia

CONSULTANT
Date:

Signature
Name and Title
Social Security or Taxpayer ID Number
APPROVED AS TO FORM:

Date:

Christian L. Bettenhausen, City Attorney
APPROVED AS TO INSURANCE:

Date:

Krystle Murillo, Risk Manager
APPROVED AS TO CONTENT:

Date:

Chris Tanio, Deputy Director/City Engineer
Totum Corp.

DEPARTMENTAL APPROVAL
Date:

Luis Estevez, Deputy City Administrator
Totum Corp.

EXHIBIT A

CONSULTANT'S PROPOSAL AND SCOPE OF WORK
Totum Corp.

Proposal for:

ON CALL CONSTRUCTION MANAGEMENT

AND INSPECTION SERVICES
Presented to:

City of Placentia
Submitted by: totum
January 30, 2024
ntegrated
d e s i g n
constructic n
management
stoustainabitu lity
m

integrated
d e s i g n
construction
management
sustainabiiity
totum
15130 Ventura Blvd.

Unit A
Sherman Oaks
CA 91403,
818 986 9870
p/f
Principals
Danny Kaye, CCM, PMP, FRICS,

LEED AP
310 351 0138 m
Giulio Zavolta, LEED AP
310 291 4074 m
www.totumconsulting.com
[email protected]
[email protected]

ON CALL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES 1/30/24
City of Placentia
401 East Chapman Avenue
Placentia, CA 92870
Attn: Chris Tanio PE, Deputy Director/City Engineer
Dear Mr. Tanio:

RE: Rec
uest for Pro
Dosal for On -Call Construction Management and Ins
Dection Services
We are delighted to submit our qualifications to provide On Call Construction Management and Inspection Services for your upcoming facility capital improvement projects.

Our address and contact information are on the left-hand margin of this page. The primary contact person is Danny Kaye (CCM, PMP) who has the power to bind Totum contractually and is the signer of this letter. Our Sherman Oaks location will be responsible for the project deliverables for the projects.

Totum was established in 2005 as a small business enterprise to provide design and construction management services to our clients and currently has ongoing work at the Cities of Azusa, Placentia, Huntington Beach and Santa Monica and on call with the City of Long Beach. We are an S corporation with an SBE/VSBE certification.

We have the advantage of 5 years of experience currently working successfully with Placentia with small projects such as ADA upgrades to the Civic Center Police HQ and the BACKS community center, the APWA award winning Navigation Center as well as the current Public Safety Building at the Public Works Yard.

Totum staff have successfully managed many small City and other public and private sector facility projects over the last 20+ years, including new and renovated community centers, new and renovated libraries, police and fire station seismic retrofits and ADA upgrades, roof replacements, facility assessments and parks, park restrooms and several years ago, we finished a very fast track homeless shelter for the City of Placentia, winning an APWA award. Further our proposed staff has worked together, including for Placentia, on many occasions and has substantial experience with public sector projects, renovations, and grounds -up construction.

We have reviewed the typical projects you show as capital improvements and construction projects as well as scope of services that you list as needed by the project team and believe we have the ideal background to provide these services for said proposed projects. Through our innovation we have developed custom tracking tools to help us manage all the scope needed.

Danny Kaye would be the day-to-day lead preconstruction / construction manager exactly as he has done for numerous similar projects including those prior for Placentia. Staff will assist or be assigned, depending on the project status and complexity and for contract administration as called out under section 3, page 5.

Koury, our deputy inspectors and testing lab have been our partners of multiple projects for close to 20 years with and before we were at Totum. We would plan to use a small, women owned firm, PWCC as our labor compliance consultant. Our planned team has totu m

integrated
d e s i g n
construction
management
sustainability
totum
15130 Ventura Blvd.

Unit A
Sherman Oaks
CA 91403,
818 986 9870
p/f
Principals
Danny Kaye, CCM, PMP, FRICS,

LEED AP
310 351 0138 m
Giulio Zavolta, LEED AP
310 291 4074 m
www.totumconsulting.com
[email protected]
[email protected]

ON CALL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES the experience to oversee the design, provide constructability reviews, assist with bid documents, permitting, QA / QC inspections, claims management and manage construction. Our job is to make sure that all projects are built in accordance with plans and specs.

As you have experienced, when you have Totum on your project, you can reach the actual owners of the company literally 24-7 and as active participants in our projects, we will know what's going on. We have kept our firm and consultants small to ensure we have this oversight and involvement and enable a low overhead and competitive rates.

We do what it takes to get a project done.

We listen carefully to what our client needs and try to under promise but over deliver to meet these needs, all the time remembering that it's our clients project and needs we must fulfill, failure is not an option. Most of our work is repeat business and word of mouth. Often, at cost with no mark up, retain other consultants from deputy inspectors through soils engineers, we are happy to provide our clients with the best team possible should the need arise.

As you review our proposal, we ask you to consider the following summary points:
• We have managed dozens of City projects over the last 16+ years as Totum and with prior firms; renovations and grounds up, from a simple new restroom on a beach, through a $25MM seismic renovation of a fully occupied police station and jail. We know how to work in occupied facilities.
• Construction Management is our core business. We have managed dozens of new build, renovations and tenant improvement projects, from inception to completion, from less than $10,000 to $45+ million.
• Our size allows us to specialize in construction / project management and design oversight and be very cost effective with rates and our time. • We have repeat clients such as the City of Long Beach, City of Placentia, UCLA Farmers Market and recently, the City of Huntington Beach. • We have a great reputation. As such, we get bidders to the table. We have had a 100°/0 success rate with our projects.
• We are collaborators. We push for equitable solutions. We are high energy, "get -it - done" people. We believe in loyalty and integrity. We really take our role seriously and take the position that "we are the Client", not just consultants.

We have tried to make our qualification package brief, informative and enjoyable and look forward to the next step in your selection process. I should be your point of contact during this process, and I can be reached directly at 310-351-0138 or email danny totumconsulting.com.

We acknowledge the Q&A document posted on Jan 23, 2024. We maintain the page count of 30. We acknowledge the Addendum #1 regarding RFP deadline.

Regarding proposed exceptions - Totum has no exceptions to enumerate or describe.

Sincerely,
Danny Kaye, CCM, PMP, FRICS, LEED AP
Principal
totu m

ON CALL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES ntegrated
d e s i g n
construction
management
sustainability
totum
Table of Contents
A & B. Cover Letter / Signature Requirements
C. Executive Summary
D. Project Team Organization
E. Relevant Project Experience and References
F. Understanding & Approach
G. Scope of Work
H. Schedule
I. (Section 6 per RFQ) Required Proposal Statements / Appendix B and C
J. Pricing Proposal
a. Rate Sheets - Submitted Separately
totum

integrated
d e s i g n
construction
management
sustainability
totum
15130 Ventura Blvd.

Unit A
Sherman Oaks
CA 91403,
818 986 9870
p/f
Principals
Danny Kaye, CCM, PMP, FRICS,

LEED AP
310 351 0138 m
Giulio Zavolta, LEED AP
310 291 4074 m
www.totumconsulting.com
[email protected]
[email protected]

ON CALL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES C. Executive Summary
Totum is a California S Corporation, established in 2005. Our legal name is "Totum Corp" Totum is Latin for complete as our goal has always been to provide our clients with a complete service, or as much help as they need to "get the project done". Within our firm, we have certified construction managers (CCM), Project Management Professional (PMP) licensed architects and LEED accredited professionals. Danny Kaye is also a licensed GC. If we can't offer the service ourselves, we are also comfortable bringing in consultants under Totum to help our clients, such as Deputy Inspectors, LEED / Cx Consultants, Independent Estimators and Schedulers.

Over the last 20+ years, Totum has been the construction manager for well over 250 projects, from small tenant improvements, through large, complex grounds up construction on a 9 acre highly contaminated site into a LEED gold union hall, new schools and major seismic retrofits and curtain wall replacements on high rise buildings as well as parks, historic seismic retrofits and homeless shelters. The project types we have managed include facility types listed in the RFP scope of work, section 3 such as: new building construction, site improvements, landscape, irrigation projects, site improvements, parks and recs, as well as MEP system upgrades, including fire stations, libraries, city halls, police stations and community centers.

Our general company services include but are not limited to:
• Adaptive Re -Use Studies
• Constructability Review
• Cost Analysis / Cost Benefit Analysis Design / Design Review • Plan Check Coordination
• Estimating
• Entitlements / Expediting
• Facility Assessment
• Grant Procurement Assistance
• Permitting
• Planning
• Procurements
• Programming
• Project Construction Management [ from concept to completion ] • Scheduling
• Site Due Diligence
• Sustainability
For your On Call Construction Management and Inspection services we propose to us as Sub Consultants:
1) Koury Engineering — For Materials Testing and Deputy Inspection, Koury Engineering provides geotechnical engineering, material testing, and inspection services for residential and commercial construction projects 1 tutu m

integrated
d e s i g n
construction
management
sustainability
tot m

ON CALL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES throughout Southern California. They serve as the Independent Testing Laboratory and the FOR for projects of all sizes from 60 story high-rises in Downtown LA to DSA shade structures at your neighborhood school. From freeway lane additions to OSHPD infrastructure upgrades.

We have used Koury substantially since our inception as "Totum" in 2005 Koury provides reliable quality control & investigative services throughout Southern California. Koury has been providing clients with trusted results since 1992.

Koury has an experienced team of Registered Civil and Geotechnical Engineers on staff, with over 100 inspectors and technicians in the field daily. 2) PWCC Solutions - Labor Compliance Consulting
PWCC Solutions has over 10 years' experience in public works construction labor compliance working on Federal and State projects with extensive knowledge of Project Labor and Master Labor Agreements. They have managed labor compliance programs for over 20 State and/or Federal projects totaling more than 5 million hours of on -site work.

Totum has acted as construction managers for bid / awarded and as -needed PM / CM for numerous City facilities over the last 18 years, large and small projects. We have very recent experience working on 4 city projects including the extremely fast track Placentia Navigation Center and the current Public Safety Building at the city yard. We know how to work with the City teams, processes and protocols.

For most projects, we have been brought in at about 25% design state. This has enabled us to help our clients with constructability, estimating and bid phase documents. We have provided all the typical Administrative and Inspection scope of PM /CM services role as outlined in section 3-D, page 6 of the RFP, on all projects and specifically those listed below:

City of Placentia ADA Upgrades 2019-2020
City of Santa Monica — Airport Building Seismic Upgrades 2023-2024 City of Placentia PSB, Evidence Storage and Gun Range 2023-2024 City of Azusa Library ADA Upgrades -2018
City of Azusa Sr Center Renovation 2023+
City of Huntington Beach — 2020-23 Navigation Center, Edison Community Center and Rodgers Sr. Center and Park
City of Long Beach El Dorado Park Bridge Replacement and Site Improvements 2016
Port of Long Beach Airport Plaza HQ Renovation 2014
UCLA 924 Westwood Center Seismic Renovation 2015
Beverly Hills School District Horace Mann New School - 2016 2 totu m

integrated
d e s i g n
construction
management
sustainabiliiy
totum
15130 Ventura Blvd.

Unit A
Sherman Oaks
CA 91403,
818 986 9870
p/f
Principals
Danny Kaye, CCM, PMP, FRICS,

LEED AP
310 351 0138 m
Giulio Zavolta, LEED AP
310 291 4074 m
www.totumconsulting.com
[email protected]
[email protected]

ON CALL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES D. Project Team Organization
The below chart outlines our staffing chart and our proposed sub consultants on our team. We are all "on call" and "as needed". We have listed these consultants and worked with some of them for over 20 years.

City of Placentia
rqi.. VTIA
Danny Kaye CCM PMP
Principal CM -in -Charge
Oversight & Meetings
1 Precon. Lead and day-to-day CM
Estimating, Scheduling etc
Patrick Lappin CCM
Management Oversight
Weekly Meetings
Document Control
Totum Staffing CMIPM J QA/OC: as needed
Alejandro Pinel,
Ethan Erickson
Henry Graves
Sandra Gonzalez
Design Oversight f As needed PM
Services
• Giulio Zavolta
• Gianni Zatta
• Eva Terzi
As Needed:

Labor Compliance PWCC
Safety Programs
Deputy Inspection &
Materials Testing - Koury
Support Staff
Admin Support / Data
Resumes follow on the next 6 pages. We have limited the resumes to 1 page to keep this package "efficient" and to provide more of a snapshot of the staff skills.

A little more on each Totum staff member:

Danny — Co-founder of Totum, Danny's background was as a general contractor in the 90's then moved into CM work in 1999, with 25 years experence as a CM, 20+ as Totum.
3 totu m

integrated
d e s i g n
construction
management
sustainability
totu m

ON CALL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES Pat — Sr PM / CM, Pat brought Danny into CM work in 1999. With 40 years+ experience, including building bridges in the UK and the middle east. Pat has managed large capital projects as well as numerous programs for school districts.

Alejandro — Danny and Alejandro met when Danny was a consultant at UCLA and Alejandro was a TI PM directly working for UCLA over 6 years ago.

Alejandro has worked for Totum for over 5 years with projects for the City of Placentia and Huntington Beach.

Ethan — When Danny's client at UCLA Asset Management introduced Ethan to Danny over a year ago, we felt that his broker and TI experience would be a benefit to Totum. We were right, and Ethan has worked on several complex projects including a fast track $1 MM multi -prime project for a long time Totum client.

Henry — Has been with Totum for almost 3 years, working directly under the City of Placentia for the city wide fiber optic distribution project. Henry would provide the role of QA / QC as needed.

Sandra — Was our client for 10 years while she was a CPC at the City of Long Beach. When she moved to work for the City of Placentia, and a suitable project arose, we were introduced to Luis Estevez and we have been assisting since then! Sandra has 25+ years experience working for public agencies, with her specialy, as a FASLA, with parks and recs.

Totum Design: As a company that offers design services, we can use our in house team as back up and often, for help during constructability.

Koury: We have selectively been utilized Koury since pre-Totum, for 25 years now. We are currently using them for our PSB project for the City of Placentia.

Labor Compliance: Although the City is likely to continue using LCP tracker for labor compliance, we do have a firm we can use, should the need arise.

Safety: Although this is be a contractor means and methods, with PM / CM oversight, we have an alliance with a firm that can provide full safety services. 4 totu m

integrated
d e s i g n
construction
management
sustainability
totum
Danny Kaye, ccM, FRICS, PMP

LEED AP
President / Principal Sr. CM
310 351 0138
[email protected]
Danny Kaye - 2023 Brief Resume (Also See "Profiles")
Danny Kaye, principal, has almost 30 years of experience initially as a contractor and then as a senior construction project manager, estimator, and scheduler, working with commercial, institutional, office and retail projects for shell and core, interior/exterior infrastructure, and tenant improvements.

Representative Key Projects include but are not limited to:
• City of Huntington Beach 2022-2023: $2MM Renovation of Rodgers Community Center and new Park - Construction Manager.
• City of Huntington Beach 2020 (on call agreement) Sr CM for a fast -track ocean bluff bike and walking path, $1.8MM to complete summer 2022; Rodgers senior center renovation and new public park, $2.3MM, due to complete 2022. • City of Huntington Beach 2020-2021: $8MM Fast track grounds up of new homeless navigation Center, renovation of Edison Community Center, new skate park and Slater roof replacement - Construction Management Services. • City of Placentia — 2019-2021+: Fast track, APWA award winning conversion of warehouse into homeless shelter; ADA upgrades to police station and community center. Pre -construction services for new police station evidence storage building and gun range due to bid in late 2021/early 2022 • Port of Long Beach — Danny has worked on multiple Port of Long Beach projects including a 200,000 sq. ft high rise renovation at Long Beach Airport Plaza.
• City of Long Beach — 2003-2019+ Construction Project Manager for the CMAA award winning $25MM abatement / seismic renovation / re -skin and tenant improvements, while partially occupied, of the phased 175,000 sq. ft. 6 story (plus 2 basement levels) of the Public Safety Building* and Fire Station #1*, and over 50 various City facility upgrades and improvements (Parks and Recs, Fire Department, Library), McBride Teen Center, a new -$3.6M 5,000 sq. ft. teen center, MacArthur Park Branch Library, a new $8.5M library, LEED certified Silver, FEMA studies and seismic evaluation of and planning of a new $200M+ replacement high rise City Hall, City wide facility assessments for over 130 City locations, Main Library Roof seismic analysis, Parks and Recs with the successful Ocean Boulevard Bluff Restoration and Belmont Olympic Pool two phased investigation and repairs as well as overseeing the Queen Mary life safety project. Recent projects include the turnkey El Dorado Bridge Replacement, Craftsman Park and the LEED Gold Orizaba Community Center.

Oversight of the EDPD police sub station of Schroeder HaII Army Barracks, the fast -track demolition of the old County Courthouse, EDNC Bridge replacement (2012 and 2016)
Education / Qualifications:

University of Central England - 1993, Bachelor of Science (B.Sc. Honors) Upper Second -Construction Management (Quantity Surveying)
• LEED Accredited Professional (LEED AP)
• Certified Construction Manager, (CCM) Construction Managers Association of America
• Project Management Professional (PMP) - Member of the Project Management Institute
• CMAA 2005 award for management of $10-$50M public works project • APWA 2020 Award for Homeless Shelter, City of Placentia • APWA 2021 Award for Homeless Shelter, City of Huntington Beach • CMAA 2022 Award for Homeless Shelter, City of Huntington Beach 5 integrated
d e s i g n
construction
management
sustainability
totu
Education /
Qualifications:

Queen's University, N.I -
Bachelor of Science,
Civil Engineering
• Institution of Civil
Engineers (UK),
Member
• Certified Construction
Manager (CCM),
Construction
Management
Association of
America
Patrick Lappin, Sr Construction Manager — 2023 Brief Resume (Also see profiles)
Patrick Lappin brings over 40 years of construction, design and development experience to clients covering the entire spectrum of project, program, and construction management from initial conceptualization and entitlement through design, engineering, and construction. He brings extensive local knowledge having worked the last 30 years in the greater Los Angeles area. Pat's experience includes working as a contractor, engineer, and owner's representative. His management skills cover all the major project delivery types such as lump sum, GMP, design -build, multi -prime and lease -leaseback. He has been responsible for a great variety of projects, including building core and shell, tenant interiors and civil engineering construction.

Pat has previously served as the program manager for the Beverly Hills USD schools modernization bond program, the program executive for the Santa Monica -Malibu Unified School District's modernization bond program; the Placentia-Yorba Linda Unified School District's new construction and modernization bond program; the Orange Unified School District's modernization program; the City of Long Beach Public Safety Building upgrades and the Port of Long Beach's new maintenance facilities.

Representative Key Projects Include:
• City of Huntington Beach 2022-2023: $2MM Renovation of Rodgers Community Center and new Park.
• City of Huntington Beach 2020-2021: Fast track grounds up of new Navigation Center, renovation of Edison Community Center, new skate park and Slater roof replacement - Construction Management Services. • City of Placentia — 2019-2021+: Fast track, APWA award winning conversion of warehouse into homeless shelter; ADA upgrades to police station and community center. Pre -construction services for new police station evidence storage building and gun range due to bid in late 2021/early 2022 • Placentia-Yorba Linda Unified School District, CA — Program Executive- Preconstruction, New Construction, and Modernization Program. $350M, 10 - year program included a new high school, middle school, elementary schools and numerous modernization projects.
• Santa Monica -Malibu Unified School District, CA — Program Executive/Program Manager - Program and Construction Management Services. $300M modernization and new facilities bond program for 2 high schools and 6 elementary schools.
• University of California Riverside, CA — Project Executive - Construction Management Services. Material Science and Engineering Building, $80M, 129,000 SF research and instructional laboratory facility. • Orange Unified School District, CA - Program Executive — Program and Construction Management Services, Modernization Program. $90M elementary schools modernization program.
• Chaffey Community College, Rancho Cucamonga, CA — Program Manager - Program and Construction Management. Program involved a nine-year $300M design and construction management program. Led this project from 6 integrated
d e s i g n
construction
management
sustainability
totum
Education / Qualifications:

California State Polytechnic
University, Pomona -
Construction Engineering
Technology
Fluent written/spoken
Spanish
AutoCAD proficient.

Alejandro Pinel, Construction Manager - Brief Resume 2023 (Also see Profiles)
Alejandro Pinel has worked on construction projects for the past 14 years. His work experience includes internships with electricians, framers, and development companies as well as computer drafting for a permit expediting firm. Before Totum, Alejandro spent 4 years as a project manager for UCLA Asset Management which provided him with valuable fast track tenant improvement and renovation skills which he brings to each project. Alejandro came to Totum in 2018.

Alejandro currently serves as construction manager for several projects. His responsibilities range from bidding, preparing construction documents to reviewing plans, drafting contracts and scheduling contractors. Alejandro also performs specialty tasks on an as -needed basis whenever required by specific projects.

In general, Alejandro works with Principal Danny Kaye and Patrick Lappin to supplement and coordinate tasks.

Representative Project Experience Includes:
• City of Placentia — 2019-2021+: Fast track, APWA award winning conversion of warehouse into homeless shelter; ADA upgrades to police station and community center. Pre -construction and construction services for new police station evidence storage building and gun range underway as of 2022. Due to complete in 2024
• Supernal Flight Test Center: 2022 — 2023 — Fast Track $10MM site set up and multiple new structures / renovation. (A Hyundai / Kia company).

Construction Manager
• City of Huntington Beach 2022-2023: $2MM Renovation of Rodgers Community Center and new Park - Construction Manager.
• City of Huntington Beach 2020-2021: Fast track grounds up of new Navigation Center, renovation of Edison Community Center, new skate park and Slater roof replacement - Construction Management Services. • AF Gilmore Company, Farmer's Market, Los Angeles, CA — Construction Manager on the multi prime delivery of a new $2.5MM new building to the Original Farmers Market.
• PMA Union Hall, CA — coordinated the fast -track improvements to this existing Union Dispatch Hall.
• Occidental College, CA — assisting on a variety of tenant improvement projects varying in value from $100K to $9MM.
• St Johns Wellchild Avalon Clinic — CM for the renovation of a $2.5MM clinic renovation.

integrated
d e s i g n
construction
management
sustainability
totum
Education /
Qualifications:

University of California,
Berkeley
Batchelor of Arts
Real Estate Construction and
Development:

Asset Management and Brokerage /
Underwriting / Feasibility / Bidding /
Contracting
CAD/Design:

Sketchup / Adobe Illustrator
10 Hour OSHA Certification
Ethan Erickson, Project Engineer Brief Resume
(Also see Profiles)
Ethan Erickson has worked within the construction and real estate development field for the past 3 years with residential and commercial firms across Southern California. Before joining Totum, Ethan worked in real estate brokerage and as an interior design and build consultant for 3 years specializing in single family development, design, analysis/underwriting, feasibility and permitting. Ethan's wide array of experience throughout the industry allows him to engage with and support our clients throughout the construction process. Ethan joined Totum in early 2023.

Ethan currently serves as a Project Engineer / Assistant Construction Manager for several projects. His responsibilities range from site visits, documentation, bidding, preparing construction documents to reviewing plans and schedules, drafting contracts, and scheduling contractors and trades. Pay application and submittal review. Ethan also performs specialty tasks on an as -needed basis whenever required by specific projects.

In general, Ethan works underneath the Principal Danny Kaye and Patrick Lappin to supplement and coordinate tasks.

Representative Project Experience Includes:

Project Engineer (With Totum)
• St Johns Community Health, San Bernardino, CA — 2023: The fast track $2MM renovation of a medical office building, to OSHPD 3 standards. • St Johns Community Health, Compton, CA — 2023-2024: The $4MM renovation of an old church and gun range into a 11,000 sq ft clinic, to OSHPD 3 standards.
• West Valley Food Pantry, Woodland Hills, CA — 2023: Currently working on the construction of a new $4MM food pantry.
• City of Santa Monica, CA — 2023: Assisting on an $8MM renovation of a historic building at the Santa Monica Airport and Runway Repairs and Lighting Replacement.
• Medical TI — West Hollywood — 2023 — Assisting on a $650,000 medical office TI for a plastic surgery center.
• Retail Located Medical TI, San Jacinto — 2023 — Assisting on a $300,000 medical / dental renovation in an existing dental clinic in a large retail campus.

Previous Work Experience:

Asset Management / Interior Design & Build, ERG - Los Angeles, CA

Henry Graves
Field QA / QC
Integrated
d e s i g n
construction
management
sustainability
tot m
Henry Graves
Over 33 years of strong proficient work history in roadway, traffic signal & Streetlight infrastructure & construction. In-depth knowledge of county and state regulations as well as utility providers. A proven history of getting the job done right and efficiently. Team -oriented with the integrity and dedication needed to build a successful and respected organization. Hardworking and reliable with a strong ability to communicate and motivate field personnel to produce the best product possible. Work with project teams and customers. Offering a proactive and punctual team -oriented mentality. Strong knowledge of Construction JHA, CAL OSHA, CAMUTCD, CAL TRANS and SCE permits.

Motto - (Measure twice cut once!)
Select Electric Inc /
Labor Coordinator
Cerritos Ca
Siemens Mobility Inc/
Construction Field Supervisor
Anaheim, CA
As a Maintenance/Emergency-Traffic Signal/Streetlighting Company, (No day or job was ever the same). Performed site evaluations, assess damage to existing systems, write up scope of work to repair/restore what was damaged, (conduits, foundations poles, rewire). Scheduled construction crews and worked with necessary Subcontractors and City Engineers/Inspectors to get utilities back up and running in a timely manner. Developing functional solutions to difficult problems. Improved operations by working with team members and customers to find workable solutions in emergency situations. Worked closely with team members to deliver project requirements, develop solutions and meet deadlines.

Provided excellent service and attention to customers when face-to-face or through phone conversations.

Handled all delegated tasks, including Meeting with customers to assist in engineer budgets, scope of work, scheduling.

Republic ITS
Construction Superintendent
Anaheim, CA
Signal Maintenance Inc /
Construction Superintendent
Anaheim, CA
Motivated and supported field workers completing work to increase work quality and efficiency.

Maintained project compliance by reviewing contractor scope, materials and pricing take -offs to achieve competitive bidding
Coordinated schedules and day-to-day activities of crew to satisfy project needs.

Collaborated with field engineering and construction to prepare scopes of work for inclusion into bid packages.

Estimated materials and labor requirements to complete jobs within budgetary and timeline requirements.

Kept track of all inventory, including supplies and materials to prevent losses. 9 Sandra Gonzalez,
Landscape Sr. PM
integrated
d e s i g n
construction
management
sustainability
otum
California Polytechnic State
University, San Luis Obispo, CA
Bachelor of Science, Landscape
Architecture 1984
California State University, Long
Beach, Long Beach, CA
Masters Degree, Public Policy and
Administration 2005
Sandra Gonzalez — Brief Resume 2023
Sandra has partnered up with Totum on several parks and recs type projects over the last few years. We have a relationship going back over 20 years to when Sandra worked at the City of Long Beach. We have worked with Sandra just recently on a parks project in Long Beach (Camp Fire @ Deforest Park) CSU Chancellors Office, Principal Construction Management Program Manager 2019 - 2022
Support Construction Management efforts systemwide for 23 California State University campuses. Maintain and update all forms and documents associated with construction delivery methods and conduct annual training to campuses on significant construction -related issues and processes.

City of Placentia, Director of Community Services. 2016-2019 City of Pico Rivera, Director of Parks & Recreation 2013-2016 Responsible for all operations, management, and personnel of the Pico Rivera Dept of Parks and Recreation. Leading a staff of 130 full and part-time employees, provide leadership in strategic planning and implementation.

Responsible for Department budget, programming, major special events, major project implementation, and oversee the Parks and Recreation Commission.

January 2009 -Feb 2013; City of Long Beach Dept. Parks, Recreation & Marine
Bureau Manager, Planning & Development
Oversee all Planning and Development efforts for the Department of Parks, Recreation & Marine. Responsibilities include budgeting, planning, overseeing design and construction efforts for Capital Projects and long-range planning.

Projects include new parks, community centers, marinas, and beach structures.

Oversee a staff of 10 persons. Department budget of $40M. Liaison to Council offices, Commissions, and community groups.

City of Long Beach Department of Public Works, City Project Management Officer 2002 -2008
Oversee the management, budget, and schedules of all Public Safety, Parks and Recreation, Library and Civic Center projects, from consultant selection through design and final construction. Also work on major master planning and facility assessments for all facilities. Responsible for regulatory and environmental compliance on all projects. Oversee a staff of 11 Civil Engineers / Architects/ Inspectors /Project Managers. Responsible for approximately 100 projects and $100 Million dollars of funding.

Los Angeles County Dept. of Parks and Recreation, Division Chief, Project Management Division 1998 — 2002
Responsible for administration and implementation of $285 million dollar Capital Improvement budget, resulting from California Bond Acts of 1992 and 1996.

Projects range from construction of new park facilities, nature centers and sports complexes, to refurbishment and renovation of existing facilities. Staff of 35. 10 integrated
d e s i g n
construction
management
sustainability
tot um
15130 Ventura Blvd.

Unit A
Sherman Oaks
CA 91403,
818 986 9870
p/f
Principals
Danny Kaye, CCM, PMP, FRICS,

LEED AP
310 351 0138 m
Giulio Zavolta, LEED AP
310 291 4074 m
www.totumconsulting.com
[email protected]
[email protected]

ON CALL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES E. Relevant Project Experience and References
Over the last 20+ years, Totum has been the construction manager for well over 250 projects, from small tenant improvements, through large, complex grounds up construction on a 9 acre highly contaminated site into a LEED gold union hall, new schools and major seismic retrofits and curtain wall replacements on high rise buildings as well as parks, historic seismic retrofits and homeless shelters. The project types we have managed include facility types listed in the RFP Scope of Work, Section 3 such as:
fire stations, libraries, city halls, police stations, community centers, parks and beaches.

We provide herewith 3 references for similar type projects completed within the last 4 years. Also see additional projects.

Of the staff listed Section D, Danny Kaye, Alexandro Pinel and Pat Lappin have all been involved with these referenced projects.

Project #1. Supernal @ Hyundai — Phase 1a / 1 b -$10MM
Period: August 2022 — Present
Client: Supernal
Contact Name: Niraj Nath
Head of Facilities Strategy & Management
nira..nath(a)supernal.aero
510 371 2625
Totum managed the "dirt to done" fast -track build of a 90,000 sq ft desert site for Supernal. Other phases pending. See profile.

Project #2. Michael Rodgers Community Center — $2MM
Period: December 2021 — December 2022
Client: City of Huntington Beach
Contact Name: Chris Slama
Director of Community & Library Services
City of Huntington Beach
cslama surfcity-hb.orq
714 536 5495
Totum managed the project from bid award through completion. Demolition of existing building, renovation of existing building. Construct new Park and parking lot. See profile.

Project #3. Edison Community Center-$1.2MM
Period: December 2020 — December 2021
Client: City of Huntington Beach
Contact Name: Chris Slama
Director of Community & Library Services
City of Huntington Beach
cslama surfcity-hb.orq
714 536 5495
Totum managed the project from bid award through completion. Demolition and substantial renovation of existing building. See profile. 11 totu m

integrated
d e s i g n
construction
management
sustainability
totu m

ON CALL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES Project #4. City of Placentia Navigation Center -$3MM
Period: August 2019 - April 2020
Client: City of Placentia
Contact Name: Luis Estevez
Deputy City Administrator, Public Services & Infrastructure [email protected]
714 993 8120 - 714 528 4640
Totum managed this APWA award winning project from concept, design through completion. Fast track conversion of a warehouse into a homeless navigation center and replaced site modification. See profile.

Others:

Project #5. CCRC Head Start School-$2.5MM
Period: October 2021 — November 2022
Client: CCRC
Contact Name: Eric Corrales, MBA
HS Operations Manager
[email protected]
818 717 4508 - 818-377-1522
Totum managed the project from design wrap up through bid and completion. Located in Lancaster, CA. This was a conversion of large retail space into modern head -start school.

Project #6. Huntington Beach Navigation Center. -$6MM
Period August 2020 — December 2020.

Client: City of Huntington Beach
Contact Name: Sean Crumby
Director of Public Works
sean.crumby surfcity-hb.orq.
714 206 6639
During the peak of Covid Totum provided preconstruction and construction management services and managed multiple contractors for this extremely fast tracked and critical project for a 150 -bed homeless shelter. 12,000sq ft facility in a sprung structure on a 2 - acre site. Overall hard costs of about $6M. See profile.

Project #7. Occidental College -$12MM
Period August 2018 — December 2020.

Client: Occidental College
Contact Name: Thomas Polansky (Now at the Huntington)
Facilities Director
tpolansky huntington.orq
626 405 2252
Multiple complex renovations of several occupied facilities including the Anderson Center and other special project including the Gilman Fountain restoration, Sycamore Glenn restoration and several roofing projects.
12 tot um

2024 On -Call Program
Project Management & Construction Management
integrated
design
construction
management
sustainability
tot m
Project Pr ofil e
Placentia Navigati on C enter
Fa st Tra ck - Completed March/ April 2020
10,000 sq. ft. Interior Improvements with Partial Site Work Hard Cost: $3,000,000
• Totum provided Preconstruction and Construction Phase Services .
• Critical tim eline, driven by lawsuit.
• Emergency pro visions allowed sp ecial procurement route • Select, limited bidd er list (pr equalified) .
• Requirement for all new utilities as exiting warehouse had limited power, gas, water etc.
• CASp reviewed for c ompliance .
• Special seismic upgrades required prior to work
commencing.
• Partial grant funded.

Change Orders: —10%, For Owner Change Requests and Site Conditions.

Totum Role: PM / Construction Managers from design through construction for all phases.

Contractor: Cannon Constructors
Architect: Totum
Client: City of Placentia / PATH Ho mele ss Serv ices
Spe cial Issue s: Critical timeline, upgraded utilities, ADA improvements to hardscape . Impacted by COVID.

P LAC EN TIA NAVIGATION CENTER - WE EK AT A GLANC E - 03/30,20 PAT,' he s s ot up ...corder, res . qr Walt* tomo rro w •
■ilM9f 'f
17d
Prepared by Totum
l3
int egr ated
d esign
construction
management
sustainability
totum
Project Profile
Huntington Bea ch Edison C ent er AD A / R enovation
Fast Track - C ompl eted March 2021
11,000 sq . ft . ADA and Interior Impro vements
Hard Cost: $1,000,000
• Totum provided Preconstruction and Construction Phase Services.
• Critical timeline for opening
• Traditional design -bid -build
• Bid with Qualification Requirements
• Low Bidder Rejected
Change Orders: —8%, For Own er Change Requ ests and Site C onditi ons.

Totum R ole: PM / C onstruction Manag ers fr om design through construction for all phases .

C ontractor: Horizons Construction
Architect: Pacific Rim Archit ects
Client: City of Huntington Beach
Special Issues: Hazmat abatement, covid climate, limited budget .

Pr= I

2024 On -Call Program
Project Management & Constructi on Management
integrated
design
construction
management
susta inability
totu m
Project Profile
Park and Community Ce nter 2021-2022
Hu nti ngton Be ach, CA
2,625 sq. ft. single st ory major reno vati on, parking lot and park.

Hard Cost: «$2 .5MM. Includ es ren ovati on, park and parking lot • Public Cli ent
• Competitive Bid
• High Profile
Change Orders: —5% of which ^-2% was added scope.

Totum Role: Construction Management, overseeing project from award through completion.

Contractor: Legion Builders
Architect: RJM
Client: City of Huntingto n Be ach
Special Issue s: Dealing with community, long lead times caused by covid. Fire department use of the demolished community center fo r training.
14 integrated
design
construction
management
sustain ability
totu m
Project Profile
Public Safety Building, Lo ng B each, CA 2005
162,000 sq ft 2+6 stories
$17 .5M Seismic / Shell / Core
$8.5M Tenant Improvement
Duration: 24 months (construction portion)
Awards: CMAA 2005 construction management for
public works project <$50M
Totum Role: Totum staff was Constructi on Managers
with 3D/Int ernational f or this project, with day to day on site CM /PM services .

Contractor: Swinerton Build ers
Architect: Nadel / Langd on Wilson
Cli ent: City of Long B each, Department of Public Works Sp ecial Issues: Required over 16 months of planning,
and the creation of temporary facilities including a
temporary fire station, at locations around the City for the fire and police department as well as the mandatory requirement to keep portions of the building fully acti ve for police and jail functions to keep the facility licensed.

Created an additional 1,500 sq ft community center by
infilling covered e xterior portions of the building.

Special Features: Fully abated, new MEP systems, cool
roof, seismic upgrade to "critical facility" standards, New generator, restrooms, stair pressurization, new kitchen, walk in refrigerators, new curtain wall system, new
state-of-the-art jail hardware and seismic monitoring
eauioment installed by CSULB .

2024 On -Call Program
Project Management & Construction Management
integrated
design
co nstructi on
management
susta ina bility
tot m
Project Profile
County C ourth ouse Demolitio n 2015 -2016
L ong B each, CA * ** on track for 5/31/16 ** *
340,000 sq. ft. 6 story 1960's structure with subterran ean parking
Hard Cost: «$6.9MM. Includes site demolition / grading
Competitiv e Public Works Bidding
• Substantial hazmat abatement
• Extremely fast track with no ability for time extension • Totum assisted as PM / CM from concept through
co mple tion
• Critical co ordinatio n with SCE and utility companies No "design team". Totum had to ad -hoc bid documents in compliance with City standards
• Re quire d PLA
Change Orders: —15%, 5% anticipated as added scope.

Totum Role: Construction Managers, contractors, and overseeini project from design process through completion.

Contractor: Environmental Co nstruction Group, Signal Hill Client: City of Long Beach Economic Development
Special Issues: Substantial Hazmat, Coord with PD, SCE. 15 int egr ated
d esign
constructi on
management
u stainability
totum
Project Profile
M ark Tw ai n Library, Long B each, CA
16,070 sq ft
$8.2M shell / core
Type 5 fully sprinkl ered, wood fram ed, stucc o, built up roof / metal roof.

D urati on: 11 months to substantial c ompletion
Change Orders: <2%
LEED Certified - Sil ver
Totum Role: Construction Managers overseeing project
from design to completion . Initially with 3DI and then as a consultant to Parsons-3DI.

Contractor: Swinerton Builders
Archit ect: CWA, Glendale
Client: City of Long Beach, Department of Public Works
Special Issu es: LEED boot camp, partnering, Section 3
labor outreach required and complied, public art pieces, neighborhood input .

Special Features: Yellow brick road, salt water
aquarium, 3D pop out book bench.

LEED Consultant: Jim Ogden (Now with 3QC Inc)

2024 On -Call Program
Project Management & Construction Management
nte grat ed
de sign
co n str u cli on
management
sustainability
totum
Project Profile
Craftsma n Park, City of Lo ng Beach 2013
Orang e Ave
15,000 sq. ft . infill park project.
$450,000
• Approx. 1/3 acre park project, build on the site of 2 prior residences for City of Long B each RDA .
• Competitiv ely bid . Pre vailing Wage .
• Totum assisted from pre -bid through c ompletion
• Bid and managed in accordance with City of Long Beach procurement practices.

Duration: April 2013 - July 2013
Change Orders: $20,000 (Unfo reseen conditions and Own er changes / additional scope)
Challenges: Fast track project with restricted hours, close adjacent neighbors.

Totum Role: Construction Managers overseeing the pre -bid process, constructability and construction phase. Part time.

Totum retained geote ch and deputy inspectors for
construction phase.

Contractor: Micon
Architect: Melendrez
Owner: City of Long Beach
integrat ed
design
construction
management
sustainability
totu m
Project Profile
Oriz aba Park Community Building 2012-2014
Lo ng B each, CA
4,400 sq . ft. new Community Center
$1,900,000
• Set on a 3.8 -acre park site.
• 1 story community Center .
• Slab on grade, wood framed, Parklex siding, standing
seam metal roof,
• Mandatory LEED Gold requirement .
• T otum assisted from design through current 75%
completion (estimated to completed August 2014)
Duration: Design 2012 - 2014 (Est. Complete May 2014)
Change Orders: <10% forecast .

Chall enges: Adjacent occupied park, multiple subcontractor replacements had caused contractor excessive schedule
impacts although the project is not too far behind .

Totum Role: Proj ect / Construction Manag ers overseeing design concepts from grant writing through bid documents, plan check, bid phase, construction and completion. Part time equivalent staffing.

Design Team: Fernald, Inc, Long Beach
Contractor: G2K, Ag oura Hills
Owner: City of Long Beach, Department of Parks and Recs. 16 2024 On -Call Program
Pr oject Management & C onstruction Management
integr ated
design
construction
management
sustainabiiit;
totum
Project Profile
City of Long Beach El Dorado Nat ure Reser ve -
R eplacement Pedestrian Bridge, Sig nag e and
Amphitheat er .
2016-2017
Parks and Recr eatio n
Hard Cost: $750,000
• Competitive Bidding / Public Works
• Totum provided Construction Management
• To tum pro vided preconstruction and construction phase assistance
• De adline for work scope due to seasonable nesting
requirements for wildlife.

Change Orders: —10%, For Owner Requests and Site
Conditions.

Totum Role: PM / Construction Managers from design through construction
Contractor: Bitech Construction Company
Archite ct: AHBE
Client: City of Long Beach / Public Works / Parks and Recs Special Issues: Pre -order of Bridge Shop Drawings prior to Bid Process, Totum 2nd project at this location within 5 years. Grant funding from Regional Mountain Conservancy
17 int eg rat ed
design
construction
management
sustain ability
totum
Project Profile
East Divisio n Sub Statio n 2014 -2016
Lo ng Beach, CA
24,549 sq. ft . police sub stati on geared towards juvenile d etention. 204,000 sq . ft. Sitework
Hard Cost: $6,100,000 . (—$244 per sq. ft .) Includes site and FF&E
• Competiti ve Public Works Bidding
• Demolition down to studs and slab
• Substantial hazmat abatement
• Totum assisted as PM / CM from concept drawings through completion
Change Orders: —8% of which —4% was added scope.

T otum R ole: Construction Managers, contractors, and overseeing project from design pr ocess through completion.

Contractor: Robert Clapper Construction
Client: City of Long Beach
Special Issues: Historic building, addition of an ele vator.

integrated
d e s i g n
construction
management
sustainability
totu m
15130 Ventura Blvd.

Unit A
Sherman Oaks
CA 91403,
818 986 9870
p/f
Principals
Danny Kaye, CCM, PMP, FRICS,

LEED AP
310 351 0138 m
Giulio Zavolta, LEED AP
310 291 4074 m
www.totumconsulting.com
[email protected]
[email protected]

ON CALL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES F. Understanding & Approach
Having worked for multiple municipalities going back 20 + years, for clients such as the City Long Beach, Huntington Beach*, Carson* Azusa*, Placentia*, Irvine* and Santa Monica* [* currently working with or recently finished a project], we have learned, complied with, and even helped edit, certain city processes and worked with them with alternate and specific procurement methods.

With our experience working at our city clients as well as long term clients like UCLA, BHUSD and other private clients, we have dealt with all public agencies, city, county, state and federal, including DSA and OSHPD on federal and state funded projects.

We have found most clients have differing forms and protocols. Charter City's also vary. We work with the city forms and processes and have even improved them and picked out errors. We have also automated them, so they are more efficient and have supplemented them with our own forms we have created to enable the city, the public work and or parks and recs staff, to have better controls. From our engagement, we work with our forms and city provided formats.

Of the projects within the RFP Section 3 Scope of Work that you indicate you are undertaking, there are the numerous types of projects with which we are very familiar, experienced, and comfortable managing.

As a small firm, we are very hands on. Our project team shall be led by Danny Kaye, as the day -do -day person. A small project can be managed differently than a large project, so we would need to assess each projects needs.

We are very suited to help you with building type projects such as new build, renovations, seismic upgrades, demolition and park projects that have special needs.

Our approach to management of any project is to create a collaborative environment and treat every team member as a vested stakeholder. There are contracts, with their related terms and conditions, for most of the project delivery team members and these must be complied with, but it is in everyone's best interests to collaborate and that in turn enhances the rate of success. Our goal is to minimize the risks, increase the opportunities to maintain the budget and deliver the project with the desired quality and within the schedule. We utilize practices, tools and standards we have perfected over the years and modified in line with the Construction Management Association of America (CMAA) published standards. We ensure we get familiar with all stakeholders, agency and project specific issues. We have very recent experience working on City projects including the extremely fast track 18 tot um

integrated
d e s i g n
construction
management
sustainability
totum

ON CALL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES Navigation Center and currently the Public Safety Building. We know how to work with our City clients and provide for the services you have outlined We understand the need to have projects completed within strict deadlines.

We know the logistics and complexities involved with all aspects of a project, from concept through completion as we proved for the fast track HB Navigation Center. We are familiar with most software systems and assess their needs for each project and client requirement.

Our primary objective is to provide you a team that can professionally manage a specific project, from a part time person through several full-time team members, which we are confident we have, and to staff the project with adequate hours necessary for Totum and consultant support as needed to start a project correctly, with budget and constructability and realistic timelines.

Our second objective is to ensure the bid documents [plans and specifications] have been checked, are thorough and structured and capture all project needs.

The third objective is to work collaboratively with the contractor (and other consultants), be open and clear with issues, including cost, schedule and logistics and to ensure all stakeholders are kept in the loop. You must be briefed of any issues before the city manager, council and the mayor are informed blindly.

The following categories is our understanding of the City's needs and our general approach to managing projects.

Preconstruction:

From our engagement onwards, we take on our role as an "extension of staff" and become vested in your project. We elaborate below on some of our methodology based on your outline of scope of services. All tasks you refer to on pages 5 to 10 of the RFP are standard practice for Totum and our consultants and our services can go beyond the listed items. If needed, we would also be able to assist the City with any documents and tasks in order to obtain funding for grants.

As part of the initial kick-off team meeting, we would seek to define all roles, milestones and expectations and ideally have, a "light" partnering meeting.

We would also discuss any value-added benefits or tasks we think you may need.

Upon selection on a specific project, we'd set up typical project files and a drop box for the team and initiate a kick off meeting. We'd create the agenda and chair the meeting, set goals and milestones and ensure they are met. We'd provide an initial simple milestone schedule and get stakeholder buy -off. See page 25 for a sample master budget review.

We will work with your team, with constructability and buildability review of the plans, provide cost estimating, help with the appropriate plan check agency, 19 toturn

integrated
d e s i g n
construction
management
sustainability
totum

ON CALL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES compilation of bid documents including review of plans and specifications in detail, and the bid process, run the bid walk, assist with bid addendum and up to contract award. Initiating the bid process will be an early task and using experience and techniques for multiple public agencies, we shall issue a procurement sequence for City approval and set up the bid process that will yield suitable bidders.

Crampton UFA
Galion Phase
Limlwww. law
A.m.6Y
rr..0arm •ailon
OM. Dawkwel

MAE SOW
.6 LAW
N ▪ Yy1
104/16 lea
Tsairy
rwors. 0 tau
,...r 0 53,e s....5
mmdrr pro 5 5000
311.12e Y. $ nom Oen pol4pe M r i.u. as
50101 A Lome LA Ida
drain earDM
reams#hifa.Y.1 F
LOM Ps..w.

TO pW
a 1r +PLYnra.L
1111 amor 1. . ra926
Il/A o.ta 61v6 ...: raw
146CO 1.9 r1 pad44 L • Lp.13
I{LOO RNA tookrW w.

ILMLO Nadal W a priced non.
04 neared k+raaW
ado= m enet liwir4ar
Azusa Senior Center Remodel Prelim ROM
As of 19,1 MO:

Swig uest-'Sebum t32200
Garza - Demo. gating, grubbng
$48.552
Pierre Landscape ? I R lg at tn: $120.8194
Total: $492406.

We have $610.00D in the budget. Thus
we are currently prolersed to be
$127,000 UNDERbudget We may
need to pay additional caste far a brier.
added gate and scene other prods' but
we shouldrrish $700,000 wider t -o
egritelert budget
We still need to price out and
eventually do the careen wood fence
,and the binders yard.

Lem Holm Crary Rare hntrr.bd
0 Demolition Moue grade 1 $ 2505 5 25060
See Demo. 6radino eeo 3010 5 SS $ 45,000
2 Parking Lot Repair l Slurry coot 2711 5 6 5 163014
Parking Sails RrSmpe 62 5 150 5 9,300
0O4wipe 15ignage 5 5 500 5 2,500
Tea Added tree: 15 5 250 $ 11,250
D6 ADA Pedruula /Aassrooml Lou,. 4400 5 12 5 52800
AC AC de to rework of err 1 5 25100 5 25000
Lardsope Neer 600 5 6 5 3.600
11,01. ion Rework 1 5 2,500 5 7.500
Grasselz Neer 200 5 05 5 13000
not Mukprpo.e area 1000 5 It 5 ap60
AL)) AIM Parking mite 5 5 250 5 1.250
3 Carnet. Pared wall 36. 170 5 60 5 1420
A114 Wakway A Path 3345 5 25 5 83.625
Drop ot Mc
outdoorseating area ins
FoolipforOdU red 5 5 1560 5 13,500
4 CAM Ale Wall inc fwen0. 720 5 120 5 80,400
5 N9xe srebls
6 Wood Framing
8 Does
9 5lartco Coat
Paint
10 Planless
ampler
Tables / Maio
5ignage
16 Nighties
17 Scope T6O
5obTotal
Cae6nger.Y
GC O.erYead ad Weft
5,6Toeal
Soft Cos.

Master ROM
Er ny Ga. f Turf Area
Fence ®Turf
Wood Trellis 0. erMy
Steel for Arc Wall
Neer dart into Fleenor Classroom
Art wall slim coat
hiding brdualls
Daimon,- sax. -Arc wall
Planter and Ions...

1. sew onopp =WW1,
Near. TOD
Neer.TID
Added Parties lot 144.x6
Otlerli6hu�
Neons metered ha o.hrm m concept
1 5 Soon, 5 56060
6 5 3,500 5 210„
4 5 3,50, 5 141„
160 5 135 5 nom
1 5 5010, 5 50060 0 41
1584 5 3 5 3,960
260 5 30 $ 6000
am 5 95 5 6805
11 5 2,50, 5 27.55
1 5 1506, 5 15.060
2 5 3,500 5 7000
1 5 5005 5 56030
1 $ 2505 5 20005
Iyilftnlum
5 1109,899
5 221.780
$ 1338626
332.670
$ 1.610.306
5 332.670
$ 1,996,01.8
2 5 4,500 5 9000
35 5 140 5 4,960

AZUSA SENIOR CENTER REMODEL
AZIr5A SENOR CENTER REMODEL
V a
20 totu m

integrated
d e s i g n
construction
management
sustainability
totum

ON CALL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES Constructability Review: Totum review plans, ideally at 70% or more complete, to check for errors and conflicts. It starts as a detailed review of every page and detail for accuracy and compliance. It cannot be carried out too early as there are often early tidy up processed that the design team must do. We either pass our markup set to the team or create a list, in XL, so that the items can be formally addressed.
- N ,. ^
I
I ROOM
L.
�
LEGEND
11 ..1•,...a,.
r
W
CO lb.
m
■
J
--
f®
_.:'
—

�.
}�—
yp.-.
._
..................

I,�
.,
., .
o E..
._;.
—
as
.r

� �
ICI
®:
�_�

1..

EU
11 _
4 f i
r
r
r1
-may
...
�1� �
�I
-E Ifs'
KEYNOTES 7.

AL b
b : ::
❑ ❑ _
❑ _

8 8-
.2
I
.� icx
1-

Eeaaey:

IT
J
L
i
w
C}]

FIRST FLOOR
PLAN
NORTH

ELEVATION
r•,.. f 5

MATERIAL LEGEND I
0 ��
^Q
+/4
D a
h+
a
I
=
= A2.1
FL4CENTIA °UBLIC S

MY OF PLACI
i. FI MAJO
SNAHEIHEIK CA9
EAST

ELEVATION
r• r. 1
C)
r
i
o
,4a
S
Z
_
u
II I I
+armx
t
_ _
or
RRce..t
.e :_
SOUTH

ELEVATION
r•.. T
o�(/ a
TS
o
o
k
q-
S�iTIfi1➢QFv➢_
f
--s —KM.
-
- rt
1SY1 tiw _.._.._.._.._.._.._._..___.._.._.._.._
_ _ _

EXTERIOR

ELEVATIO'IS
"°M'_�'—•� '='
tl a
=

-.»++'
A A {4P 1`
A5.1
WEST ELEVATION ..-T. 6
21 tot m

integrated
d e s i g n
construction
management
sustainability
totum

ON CALL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES Schedules: This is a recent master schedule we did for the city of Azusa. This is a fast -track project they engaged us for CM and design services. We understand the city procurement process and the steps required.

Of course, if a city requires internal expediting, we accommodate that in the schedule and process and track it accordingly. Please refer to Section G for other schedule information.

City of Azusa - MadiarShcedlle - Prermnary Master Scheckle Concept Sr CFrltrs Task Name % Duration
1 Azusa Sr Center Improvement
2 Concepts Approved
0% 386 days
100% 0 days
3 Budget Updates 0% 2 wks
21 Tatum Proposal [CM/Design through completion 0% 0 days 22 Approval of Tatum to Continue O% 1 wk
4 SD's 0% 4 wks
9 Updated Budgets 0% 2 wks
20 Approvals 0% 1 wk
5 DD's
6 CD'sto80%
10 Updated Budgets
7 Plan Check/ Permit Ready
8 CD's to 100%
0% 5 wks
0% 9 wks
0% 2 wks
D% 8 wks
0% 4 wks
19 FF&E Selection/Order
O % 4 mons
11 13
12 14
Bid Process
Assemble Bid Docs
Advertise
Prequal
Start
Finish
1/4/24 6/26/25
1/4/24 1/4/24
1/4/24
1/18/24
1/18/24
1125124
2122124
1/17/24
1/18/24
1124/24
2121/24
3/6/24
2/22124 2128/24
2/29/24
4/4124
4/4/24
6/6/24
6/6/24
6/6/24 9/25/24
0% 73 days 7/18/24 10/28/24
0% 2 wks 7/18/24 7/31/24
0% 8 days 8/1/24 8/12/24
0% 3 wks 8/13/24 9/2/24
4/3/24
6/5/24
4/17/24
7/31/24
7/3/24
wP
Sep
Okt
Nov
Dec
]en
Mar
/18
O ihsk /see
Qeratke 9mrt
1 2 PYrrntie reeiptidWteeter 1715 days Tae 0.63.4
r TMvrn Prapesalf Award [linked) 0days Tue 611619
4 &Airing Psscsrnent{Report 15 ere Tue 6.019/19
y Cperabr 0days Fri 6/21J19
y TMurn Full Carteret Odeys Fri 6121119
5 pose rs-sow 0deyc Thu 627/14
c ,�, Carf CellTeem Odeys Thu 627/13
9 Meet mit,Operem- for Prugnm 1 w Thu627/19
10 Prr>gram eojust 15]ec_ Plan 1 wk _ Thu 7{4}19
11 A2 +owls 2dyys TMi 7111114
Finish
Wellemessars May
12 D6/SDCornho 3wks Mor7/13/19
19 Ws 6wks Mon 2/5/19
14 Plan Glitch Crte,ded (FC 2days Mon 9/16/19
12 Permit Reedy 0days Tue 9/17/19
16 Hid tai Contractors 2.6 wrs wed 9.11RI9
17 Award r' Correct 2wks Fri 1W4/19
19 Conatr,ctior 4 rrons Fri 111/1af19
i9 CufO 3deys Fri217120
20 Occupy Oder. wed i}F3)20
Wed 2112/
Tue 511669
Thu 6/27/19 3
Fri 6121119
Fri 5(21(19 6
Thu 6/27/19 4
Thu 6{27/19
fired 713119 8.8
Wed 7/1(/19 9
FriT1 10
Fri E.12(19 11
Fri 9113/19 12
Tue 9/17119 13
Tue9/17119 14
Fri 16/4/19 13
Fri 1(/1319 16
Fri 217/29 17
Wed 2112120 ffi
Wed 2!12+20 19
411 LACENTIA
]un
1m
6/26
22 totum

integrated
d e s i g n
construction
management
sustainability
totum

ON CALL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES NIBS and Bid Documents. Totum frequently creates [edits from the city boiler plates] the front-end documents for the bid package as well as fully review and mark up, the design team technical specifications.

Our knowledge of public works projects enables us to look for conflicts and errors, whether it is sole source specifications without "equals or conflict / clashes with other sections. Most design team re -use specifications and we often find errors including references to a project that is not related to this one! Below you can see a NIB totum issued on behalf of the City. FYI, Totum fully managed this pre -bid conference with sign in sheet, hand outs etc.

Meyer
'1IOARD L. SiAI1H
Heyor Pro Trn
v EREMr B. YAMAG C - I
Councarnaanabarr
KEVIN IUFriVIM

RHCNDASHADER
CHAD P. W MUSE
!On I...Om an a» City
401 Art Cfgaman Awn"» Pfacanda, CdMomJa 02d79
Placentia Public Safety Center Phase 2
Notice Inviting Prequalified Bidders INIB}
Tuesday, December 13, 2022
ROBERTS. LACKIMN ELL
CNy rrrasunr
KEVIN A. LARSON
CNyAokrLdmslor

DAMMEN R ARRLILA
Dear Potential Bidder:

There shall be a mandatary pre -bid conference and site walk through arc Ilionday December 19, 2022, at 10am.

Location: Prciectsite, 2999 East La Jolla Avenue, Anaheim, CA 02906.

Bids shall be due on Thursday, January 26, 2023, 4prn through Planetoids.

Please anive promptly and no later than lLam at the main gate. There shall be a sign in sheet. All attendees must attend the ent re duration and sign out al the end. Once the job walk commences, no other participants are allowed to attend. Your vendors f subcontractors are not required to attend, although you may bring them if you desire.

There will be other set dales, during the Bid process, that we shall make the site available for additional site visits. The completed sign in sheet shall be made available to all that request it.

Plans and Specifications shall be formally made available via PDF, Thursday December 15 via PlanelBids.

We look forward to meeting you at the mandatory pre -bid conference and walk through.

Regards,
Masoud Sepahi, PE, LEED GA, City Engineer
D irect Line: (714) 993-8132 {9149} 375-6599
rnsepahigolacenba.orq
At the pre -bid meeting, we would have a sign in sheet, agenda and run it like all of our other many pre -bid conferences we carry out for prior projects with Huntington Beach, UCLA, City of Long Beach and Placentia to name just a few.
23 totu m

NIP Start
wwm
Derr
E nna
Comp Deis
Curran-. Delo
ProAros:.

Elelanos
% Ceerlrrte
Camad
CD's Pomntlsl
Ras Gorr_ F.
rrrm
lama
r
loam
integrated
d e s i g n
construction
management
sustainability
totum

ON CALL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES Construction Phase:

We would initiate a kickoff meeting with the contractor, client team and design team and all stake holders [including our labor compliance coordinator, local unions if applicable, testing and inspection consultant, client maintenance teams], create the agenda, attend and manage all weekly meetings, review contractors schedule and milestones to ensure they meet with the project requirements.

We would prepare reports for
City staff to use for
approval/award of projects.

ConrrMlith Pi2Ta9Jdalr irxo2a
Merirp Mrama
Placentia Dissigetian Catalan
Orr 1fi2R6
Laearlon: City her #171
Tine: e.9&um cemtrudron with tin Liam ;
lased np: a CorsWuoear

` 1. -
At Erdi
.*a..!
. .. .
oaern-- .

Keise WEAK Olr=Human O4 Cum moils Bream
YuoUes4a My i'arr7- Camaro* awns"' Sweeties
Mar 9mea, CrriLB} Pr;YemOraerrire
L1i Edam, Cir4LEF 94 Pubic Wu1e
Derry Keit, Term 03Itl - ECU
Psi Lippe Trims 'FL) - 9CY
AJalr'dn Prel, 78611 OP} - DU
Dan Saw, Carew ID- F d
Jeam Rirarge Wirer. poll.- Eurrne rind
Dirk Zeclra, 78611 I1 2l..a+rps Partite!
Ewa Tub Tatum 1Ef}DreiQJ /ammo
Jan hittlislarel.Grete f.MF PrInalFel
T iaralUri* Parr CRP)
Webs Samuel, CV pals)
Irr.,tal..ccrn 1gpmr r.rtmaim old 0 -. 'eV
w--
Herm
Des
cription
Treaty Tr aty Updates and Planning
WR lraarryer.owouraiap
1181 Submittals
RIRI2 Totem reviewed Submittal log dated 177x7. Of the Gambian ,rr_ *8. 1. d 35 nooe the highest priority. To -Lim millineltplthKralriLleiKe plumbing fixe.res 'Su Comm for Subside' N1& Carrel Cal NOON colors, cast and tirreframas pia to wbmittirrg. Gamma (ayilkta 10y1L91} ight blares submitted. Team will need ta review the pebble 016Yrl to prrwlde sinbrlity.

YFRa.3 Log darted 171472f1 reviewed. Camas noosing tanned with solm pQ Team 1J1'SM rrarnufactrer raw irerrenta Painting ad rn TBD. Ligl'rting f duree creed to ba derided by Friday 3prn. Priority of open submittals is 8,15.5 1.1 ViSlaa
WR24
POR3
WR32
Tmm 1J2249
RR'
Tarn nviewed Subnitdl Log doted 18223-#36 &N 27 have priority. Cannon 11000 Log dated 1i'l412 i reviewed. Mori inportrrt ta maser are 28 (Door Cannon 1.11 WC o dors) plies 528 39 which go together. M24 was answered bid needs more npuL by the Civil EnQneer. The issue at strucYJml Megerity end ADA access to the outdoor shed needs to be an RFI. Meanwhile Jesse Lc review the shed win City Inspector.

Cannon 1J22I29
CORs f Charge Orders
Ve'nt's pending: Camon vrill provide Rah tar pending edits: r!l.me the Cannon REM o verhang. commie slab removal end replecen-ent, scam colors if umpired. plLI11 ng Iixures, 2 new windows.

The pap for re-fran-e d die overhang was received Dori oppnrveti. required.

Cannon 1.11 5124:1
Cannon 1J22I29
The assigned project /
construction manager, apart
from coordinating and
managing the weekly
construction meetings, would
assist the team with submittal
review and tracking, RFI's and
change orders, utilize our
team for all change order
reviews as part of a quality
control program. Totum
provides weekly photos and
"Week at a Glance" reports as
well as monthly reports that
clients of ours have required
to issue to their agencies such
as RMC, HRSA and CDBG.

Image to right: Typical
minutes / agenda.

Our staff are trained to ensure
that the contractor's payment
application and schedule
values matches the contract
and that they invoice correctly
with accurate % complete and
that they include all releases
and "deliverables" required for
payment along with any
CDBG vouchers and forms
We'd make sure that all quality control aspects were reviewed prior to approving any payment applications. This would be through our project / construction manager, who may enlist our QA / QC staff if needed.

Sometimes, an independent review makes sense.
24 totu m

integrated
d e s i g n
construction
management
sustainability
totum

ON CALL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES BUJ HBNAV 111120.xIsx as of 11!11/20
e.a
CO
My of Nn e.am
Amour
CO
000.1 tlons.CA ctlrM P.m,
841m.

Cwvan iOrlpal cm0
I 670,663.12
k
Omu.p$oa
905 MrcMral UM 2 balm pad.
a 109,131.16
1 $ -
2 Sway ane solneerinq
MS I96
3 a
3 Me rMMed sal up. ELP alt
1723,]10
6 OPEIn$ Molina
1721,106
6 1BO
6 Om2. Ewan, Nora •al foxka r demo etc
$149.$45
T
Offm Curc,erts
$101,12'!
8 SCE related Bork
$1.309
9 NA
D.

Try.,.name.. p.es ane um,, moor,
MOVES
I
all malt$ .0.0. Poo fancy, $Mm etc
$160,690
11 100
I
CCTV and abed 00.
$90 725
TOM Colo Ma
$ 1611$1.76
IA
Map up mope p.Jhg of .8.
1723,569
IS
CM, mil Ma Mt face and cep
$1,005
Carrara Cevct ion!
$ 211211723
In
MD
Pamir Applutm OMIT to cat.

ToPald
1 f ]09,9x.19
'10
Tou Payment
a 741966.19
MA Cdr
$224,110
Mac lam iTtwalwa Nth P.M, Mal
I,
Ctrn6rin rawb.
$16.600
ux, uparau
$7.600
18 .d.M r
Afcrued OHM ohm
$16.000
0 Maid 0 coon nrMru a¢
$7,000
Ceara. al mart Coax Ii a. Oast
Man r.mdrary Inc. Modal
$ 2.,$20$
TM Palma
000
$tn..an
Origami Contrail Sum
$ 670,683.48
aaenl Can
Lke1/ ZAmra$
$ 533.aIs2i.
$ 1.712.935.31
%over O601nai Li &ad
24 3Z
LPely %Dyer of g k1ai contract
155.40%
AfOuni Pald INEIT
$ 748.855.19
Amont Remalnno lOmaal
$ 84.169.$4
% PM (Current[ tre $j
80%
Eeamabe raala m AM. S 1,712,$$$
Max nott$ Extend GOBI $ 1,775400
Contingency Balanced 1 87,085
'viva) eaa
Our experienced staff will help with all issues that
could arise on site with field conditions, inspectors
or client changes. Our project / construction
manager would update budgets and schedules
and advise the selected stakeholders if and when
any issues arise and how they are to be
remediated or mitigated.

Totum utilises our "BLU" form (image to left) to
track and update constructiion budget changes.

We track change orders and potential change
orders to keep our clients aware of the budget and
contingency status. This shows the City instantly,
that with known costs and project costs, there is
still funds available before they would need to go
back to council. At various stages, the risk is
higher than other stages depending on the project
progress and intended added scope whether
change order or other fiscal adjustments. It also
shows funds paid; balance left in the contract
etc. Our clients find this a helpful tool. Our
knowledge of what the city clients needed
helped us perfect this form.

City of Placentia, Navigation Center Master Budg
Categories
Description
Baseline Budget
Est/Act
anent curet
1 AS1linistmtive
A1.1
LegaI Fees
$
56,000
Est.
$
50,0000
A1.2
ESr1Dw Deposit
$
100,000.00
Actual
S
50,000

41.3 Dui Icing Purchase
$
2,717,095.00
Actual
$ 2,717,195
A1.4
Dui 'der$ Risk Insurance
A1.5
Utility Dseage $y city
Est
5 26,000
AL$
at Fending & M6c
5 6,000
Sul! Total
$
2„867,09500
5 2,84 7,995
2 Rep W15f2Ne5tgations
RILL
Utility Invert
7,500
Actual
7,115
RIL2
6eTTechnlcal
7,500
Actual
-
R113
Hai Materials
-
Actual
2,195
RIL4
Appraisal Fee Are &Melrose
10,000
Actual
12,962
R1L5
Environmental Site Assessment
29,000
Actual
30,219
RILE
Property Condtion Ass.sm ent
6,000
Actual
5,200
Sub Total
60,000
56,791
3 Entitieanent/Plan Check/Permit Fees
EPP1.1
Plan Check
$
22,750
Actual
$
-
EPP1.2
Permit Fees
$
22,750
Actual
5 -
EPP13
Planning
EPP1d
Developer Fees [school Fees etc]
Sub Total
$
45,500
$
-
4 utility Fees
UF1.1
Electric SCE
$
25,000
Est.
$
15,003
UF1I
Water / Sewer
$
25,000
Est.
$
20,003
UF13
Ca5
$
10,000
Est.
$
10,1700
UF1A
Phone/Dat$
$
10,000
Est.
$
5,1700
Sub Total
$
70,000
5 50,900
5 Design COnS,idmS
DC1.1
Tut n Design
$
225,000.00
Actual
5 286,103
DC1.2
Mechanical
5 -
DC13
Electrical
t
Ekpenttu
2 $
During construction communication would
typically be through out project / construction
manager. We would liaise with your
assigned staff member and keep
communication through the protocols and
hierarchy agreed for both verbal and written
comminications. We shall liase with the
contractor and consultants accordingly. Any
direction that requires correspondence to be
tracked shall be followed with an
email/letter/memorandum to file. Image to
left, sample for tracking master budget.

Typical schedule below.

We would monitor the contractor's safety
program and performance.
25 totum

integrated
d e s i g n
construction
management
sustainability
totum

ON CALL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES City Change Order Forms: This is a recent draft change order on our City of Placentia project. We draft and issue for our city clients. On a private project, it would likely be an AIA form.

City if Plate
Contract Change Order No.1
PYoenNa Pubic. Sahib. C enlar a,tor n
LOencrEen
, P :2.@2-23
You are hereby dirccted tD make lie herein described changes from the plans and specifications wtic do fie following described work not included in the .lane ands 'f ations on this contract Description of work done, estimate of quantities and prices ID be paid. 1 This Change Order provides:
a) Extra work as listed in Exhibit Aand the detailed CCRs#O1,O2.Ga. 05.1,13 .07,09,andU9. 2 This Change Ordercameabout from:
a) Meta the need for Contractor to A} i nstal I a temporary 400 amp panel because of the long lead time of the 12C C arrp panel specified in the bid documents; 8) To purchase alternate HVAC equipment due to long lead time of items in hid documents; C} Provide credit br items removed from Loengreen's scope including electrical scope, card reader and camera equipment, and interior walls; D) InstalI additional light fixtures not included in bid documents; E} Provide additional connect on for new HVAC equipment; F} Provide additional law voltage conduit G) Instal I additional conduit for revised IDF location; H} Expedite Panel Ell 1 delivery to meet project deadlines. 3 Action to betaken:
a) The Coniactorwas directed to perform the additional work iterns and order the necessary equipment accordingly. 4 Compensation
a) Adjustment of Line Items exceeding25%
b) EKra we&
d) Credils
Total
$ 93,455,39
$ (111,1145.30
(19,4E9.91 )
5 Contract Time Extension
a)
NIA
in addition to work specified in the bid spe.ficatons, this change order i no' udes all extra work, field adjustments and credits. This work is a Contractor initiated change and includes all la bar. equipment, materials. and supervision and Administration_ CHANGE TO CONTRACT COST: CHANGE TO CONTRACT TIME:

Conrad Amount $ 1,324,000.b0
Previous CCOs:

Adjustment of line items
Exceeding 25%
Total Extra Work
Total Field Adjusrnens
Total Credit5
Changes in Line Items:

C unent Contract price:

Prepared by:

Recommended:
s
$ 93,455.39
5 (111,g45.3J)
(18,4991)
$ 1,305,510.M
0 Working Days
Danny Kaye, Senior Project Manager, TatumCocsuiting
26 totu m

integrated
d e s i g n
construction
management
sustainability
totum
Close Out

ON CALL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES at 1s kmanshiP
HB NAV
dose Out Checklist -To Retention Release
Item
Required
Provided
1 Ensure contract executed
2 All change orders processed
3 Invoice to 100% approved
3 No liens or threats
4 Punch list completed if applicable
5 Sign off by City/ Inspectors/Agency
6 As Builts
7 Guarantee /Warrantee
8 Attic Stock (materials if parts)
9 O&M Manuals
10 Training if needed
11 Cx if needed
Once complete, retention can be funded
nfamal +
I
those
Vendor:
ements construct
as of (Date of
ese does not include
Contact: has informalN aStonNhe improv
CdY Is ttmited This rate
dvised thattha accep tanca the Public.
by
please bete), "(Ms to
rovemen
usage of rnn9 as a result of del active wo<
pcceptan �odces mustee
of esfor tr eunta recordation °'o 9 item
ocFu tee
love refease construction time. 35 days after the
responsibilif�esfornt ct funds Me T'c ntnads0tion of this protect . l be releasedrto re a the retention 2� id during a In order to release
dhhe
tua
C plet� n INp) by t County
Obi,
f Orange.
for appro Nta9as fanclosedlal Len waivers
submRted ce for Prevadln9 s (edet decode,
� )
Compliance (enclosed), Mciddind good fend

1. Tide
e�eatecarelens aced) pgaintenance
s Contractor'se airs Co ndnce t c an enc'osed)
ate of sts ud1n9
Title vlPlar ltdd k of co Sheet f retention funds
3' One -Y stable Track 9 m
4' Contactor'. F. from Your surety to release
the prehminaN rj0

5. AuthonzaUon leases from

5. Uncondttlonal re oils
7' Final Gert'rfied PaYi'

3. ,�gguil� plans

9. As we head into close out, we'd ensure the punch list was provided and that all corrections were made and all as-builts, warrantees, and "O&M" manuals are provided.

A Totum close out checklist, combined with documents
that the City specifically needs shall be compiled. All close out documents would be thoroughly reviewed
before hand over. A final audit of all costs would be
carried out and reconciled. We'd hand over all our
documents we have accumulated and explain them to
the City team so that the close out package was fully
understood. Images to left, sample close out lists.

We have worked on projects from $25,000 to
$45,000,000 so can accommodate any project task,
size or role and would customize our approach to be
suitable to your project scope and needs.

We do have a simple procedures manual that outlines
many of these steps that we would share with you and
modify for each project.

See Project WAGS.

City of Huntington Beach - Cameron Lane NAV - WEEK AT A GLANCE - 11 /6/20 Drone shot d .w tra II era pace. arb ',Muting underway
Flooring underway in ll-re Mercy Hemel:rollers
Wilt, work ongoing
9 •
Prepared by Totum
•
27 totu m

integrated
d e s i g n
construction
management
sustainability
totu m
15130 Ventura Blvd.

Unit A
Sherman Oaks
CA 91403,
818 986 9870
p/f
Principals
Danny Kaye, CCM, PMP, FRICS,

LEED AP
310 351 0138 m
Giulio Zavolta, LEED AP
310 291 4074 m
www.totumconsulting.com
[email protected]
[email protected]

ON CALL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES G. Scope of Work
Totum has thought this question through. Until we know what kind of project is selected, it is not really possible to add scope to the already typical PM / CM roles / tasks that you list and that we and our consultants provide.

Page 5 ends

limited to", for 13 catagories [ Totum is comfortable helping with many of these ] and following this list, through page 10, outlines mutiple tasks and roles.

While many of these tasks may be requred on any specific project, it is very difficult to expand upon this without knowing a category to work on.

For example, a mechanical equipment upgrade, which Totum has managed on multiple projects in the past. We have replaced mechanical units on multiple City of Long Beach projects, as well as 150 Ton roof top cooling towers for UCLA in 2 high-rise buildings, even using helicopters. These mechanical projects require substantially less tasks than a grounds up building. Therefore, it is difficult to expand upon this question, without selecting a specific project type.
28 tot um

integrated
d e s i g n
construction
management
sustainability
totum
15130 Ventura Blvd.

Unit A
Sherman Oaks
CA 91403,
818 986 9870
p/f
Principals
Danny Kaye, CCM, PMP, FRICS,

LEED AP
310 351 0138 m
Giulio Zavolta, LEED AP
310 291 4074 m
www.totumc
danny@totum
giulio@totum
1 ON CALL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES H. Schedule
Below are 2 recent schedules we provided our clients to see who to take a project through completion.

The first is for the City of Azusa. The client requested we give them a simple timeline how to get from where we are in January through to the end, particularly in light of there is politics as to when the work will start because of council elections. The second one is actually for the City of Placentia when we were timing to see how we could get the public safety building in particular the Butler evidence building complete. Do not let the dates throw you off, we all know that deviations occur whether it's rebid documents because of the budget or rain delays or just delays and approval but it's the thought logic that goes into it that's important.

City of Azusa - Master Schedule - Preliminary Master Schedule Concept Sr Center Task Name
Azusa Sr Center Improvement
%
0%
_Duration
386 days
Start
1/4/24 6/26/25
Finish
I
2 3
Concepts Approved
Budget Updates
100%
0 days
1/4/24
1/4/24
0% 12 wks
1/4/24
1/17/24
21 Totum Proposal (CM/Design)through completion 0%
0 days
1/18/24
1/18/24
22 Approval of Totum to Continue
0%
1 wk
1/18/24
1/24/24
4 SD's
0%
4 wks
1/25/24
2/21/24
9 Updated Budgets
0%
2 wks
2/22/24
3/6/24
20 Approvals
0%
1 wk
2/22/24
2/28/24
5 DD's
0%
5 wks
2/29/24
4/3/24
6 CD's to 80%
0% 9 wks
4/4/24
6/5/24
10 Updated Budgets
0% 2 wks 14/4/24
4/17/24
7 Plan Check / Permit Ready
0%
8 wks
6/6/24
7/31/24
8 CD's to 100%
0%
4 wks
6/6/24
7/3/24
19 FF&E Selection / Order
0%
4 mons
6/6/24
9/25/24
11 Bid Process
0%
73 days
7/18/24
10/28/24
13 Assemble Bid Docs
0%
2 wks
7/18/24
7/31/24
12 Advertise
0%
8 days
14 Prequal
0%
3 wks
8/1/24 8/12/24
8/13/24 9/2/24
15 Job Walk
0%
0 days
9/2/24 19/2/24
16 Bid Period
0%
4 wks
9/3/24 9/30/24
17 Award and Contract
0%
4 wks
10/1/24 110/28/24
10/29/24
18 Construction
0%
8 mons
6/9/25
23 Punch / Complete / City Sign Off
0%
2 wks
6/10/25 6/23/25
24 FF&E/ Use
0%
3 days
6/24/25
6/26/25
25 Close Out
0%
0 days
6/26/25
6/26/25
ON
D
e
J
F
e
M
a
A
a
M
a
J
e
J
u.

A
u
s
e
O
ct
N
e
D
e
a
F
e
M
a
A
a
M
a
a
J
u.

A
e
s
c
O
ct
N
e
ilr
•V2
Q
• 6/26
29 tot um

integrated
d e s i g n
construction
management
sustainability
totum
Task Name
Placentia Put& Safety
Butler Shell
Butler Package Complete
Butler Pricing / Approvals
Butler Plan Check
Butler Rik
Butler Fabrication
Butler Build " Shell Only •'
Pr rik Safety
Design to 95%

ON CALL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES Nukes
Resource Duration Start Finish
360 days Meng/W»
py 2/2/21
150 days Men 9/19/22 Ri4/3{/23
Butler 45 dals Mon 3/13/22 Fri 11)18/22
Qty 4 Mks Mon 3/25/22 Fri 10/14/22
Oily 3 wks Mon 11/21/22 Fri 121/2/22
LSty 0 days Fri 1213/22 Fri 12/)5/22
In Shop Butler 30 dals Mon 12/12/22 Fri 1/20(23
" NEED MD Ruder Build Vendor 6wks Mon 3/5/29 Fri 411.412 360 days Man 0/10/22 Ni 2/9/21
2 package=. PBK 2'.A'ks Mon 9/19/22 Fri 9/30/22
2 5
7 3
Pregualifiatnn Package l Process General Contractor l ORno/ 1trlrork, Bu Her Pad 4 wks Mon 3/19/22 Fri 10/11/EL
Pregtwl fiction Package 2 Process General Ocnractar Public Safety Building GCE Phase 2 prequel lied
5 wks Mon 9/19/22 Fri 16/21/22"
0 days Mon 5/15/22 Mon 9/19/22
Plan Check Package 1
3wks Mon 17/3/22 Fri 10/21/22
Plan Check #9919412
5 wks Mon 11]/3/22 Fri 11/4/22
GC's Phase 1 qualified
Package 1 RT1
Bid Package 1/ NIB/ Bid PPECI.S
IPacage 2 RTl
Bid Package 2/ NIB/ Bid Process
1 AoorS Padage1
NTP / Proceed Packags
Package 1 Vrbrk
o days Fri 10/14/22 Fri 10/14'22
Demo/5ne 0days Fri 10/21/22 Fri 10/21/22
rems/Sire 4wk5 Mon 10/24/22 Fri 11/10/22
Demo/ Site
Demo, Siteenrk, Butler Pad
Dams, Site, Pad
0 days Fri 11/4/22 Fri 11/4122
6 Wks Mon 11/7/22 Fri 12/16/22
3 Wks Mon 11/21/22 Fri 12/9/22
0 days Fri 12/9/22 Fri 12/9/22
3 mans Mon 12/12/22 Fri 3/3/23
Award Pacage 2
Consduclion Work on Main Building
3 AS Mon 12/19/22 Fri 11W23
14 MOPE Mon 1/9/23 81 2/2)24
cdly'iR5e6 lease Spore
lease aqa
0 days
Mon 1/23/29 moo I/23/2i
Aug
Sep
Oct '
Nov
Dec
Jan'
Feb
totu m
30 APPENDIX B

SUMMARY SHEET
Firm Name: C5T-v CO2F
Firm Parent or Ownership: S CO R'
Firm Address: 15 1 \I-GMTV RFC a/P -A
Q- NN i a-ws (' i L o r)
Firm Telephone Number:

Firm Fax Number: 1St% 8 929-0
Number of years in existence:

Management Contact (person responsible for direct contact with the City of Placentia and services required for this Request for Proposal):
s
Name: 1P N N`� � Title: 1PP' [
Telephone Number: T (D 351 D }) Ieti1 Fax: t% itfta
4-7
Email: d O��r1.'� -k"t�k-J� Cans v (�j - co /"1
Project Manager (Person responsible for day-to-day servicing of the account):
, n
Name: `17 PrN L Title: P 11 ( C S-14-• C+v )
Telephone Number: 3( D15t. 0 Fax: 46{N. �� 6 '(-
Email: dk G nfI DNS (\5• in
Types of services provided by the firm: PP-oT ! COI4 ST9-4C O P)

APPENDIX C

CERTIFICATION OF PROPOSAL TO THE CITY OF PLACENTIA

1. The undersigned hereby submits its proposal and, by doing so, agrees to furnish services to the City in accordance with the Request for Proposal (RFP), dated JANUARY 9, 2024, and to be bound by the terms and conditions of the RFP.

2. This firm has carefully reviewed its proposal and understands and agrees that the City is not responsible for any errors or omissions on the part of the proposer and that the proposer is responsible for them.

3. It is understood and agreed that the City reserves the right to accept or reject any or all proposals and to waive any informality or irregularity in any proposal received by the City.

4. The proposal includes all of the commentary, figures and data required by the Request for Proposal, dated JANUARY 9, 2024.

5. This firm has carefully read and fully understands all of the items contained in the RFP. This firm agrees to all of the requirements except for those disclosed by the firm in project proposal, listed on an attachment.

6. The proposal shall be valid for 90 days from JANUARY 9, 2024.

Name of FirmTT
By:
(Authorized Signature)
Type Name: Tom' " 1 !vX"t�
Title: _
Date:

IJ2ti1Z14

ntegrated
e s i g n
construction
management
sustainability
totum
15130 Ventura Blvd.

Unit A
Sherman Oaks
CA 91403,
818 986 9870
p/f
Principals
Danny Kaye, CCM, PMP, FRICS,

LEED AP
310 351 0138 m
Giulio Zavolta, LEED AP
310 291 4074 m
www.totumconsulting.com
[email protected]
[email protected]

ON CALL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES Cost Proposal
Totum Rates 2024
As a small firm, we are very hands on. Our project team shall be led by Danny Kaye, as day -do -day person. A small project can be managed differently than a large project, so we would need to assess each project's needs.

Totum bills on an hourly basis and only bill our actual time spent, not "fixed" hours per week.

We do not bill for "over time", travel time, mileage, phones, copies etc.

Reimbursables are billed as a direct cost.

Totum would discuss the individual project with your team and then propose / provide staffing and a NTE fee based on the rates below and on the staffing, we believed needed for it to be managed adequately, for your review, discussion and approvals. In this manner, there are adequate team members familiar with the project and adequate coverage.

Not all projects require a full time PM / CM. We successfully practice this approach with many clients including Cities of Placentia, Santa Monica, Huntington Beach etc.

Staff Position Effective Hourly Rate
Totum
Principal / Sr. CM / Sr.PM
Sr. CM / Sr. PM
CM/PM
Assistant PM
Project Engineer
Inspector / QA / QC
Office Clerical / Admin
Labor Compliance
Danny Kaye, CCM, PMP, FRICS, LEED AP
Principal

Page 1 of 1 ends

$205.00
$200.00
$155.00
$130.00
$110.00
$125.00 -
$ 80.00
$125.00 - $140.00
$150.00
totum

REQUEST FOR PROPOSALS (RFP)

ON -CALL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES

FOR THE

CITY OF PLACENTIA

RFP RESPONSES TO BE RECEIVED UNTIL
5:00 P.M., TUESDAY JANUARY 30, 2024
City of Placentia
401 East Chapman Avenue
Placentia, CA 92870
Date Issued: JANUARY 9, 2024

Page 1 of 35 ends

REQUEST FOR PROPOSALS (RFP)
FOR

ON -CALL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES

FOR THE

CITY OF PLACENTIA

TABLE OF CONTENTS
1 INTRODUCTION
3 2

PROPOSAL SCHEDULE
5 3

SCOPE OF WORK
5 4

ASSURANCE OF DESIGNATED PROJECT TEAM
10 5

PROPOSAL FORMAT REQUIREMENTS
11 6

REQUIRED PROPOSAL STATEMENTS
14 7

EXCEPTIONS
14 8

RESOURCE ALLOCATION AND COST PROPOSAL
14 9

SUBMITTAL INSTRUCTIONS
15 10

EVALUATION CRITERIA
17 Appendix "A" — SAMPLE CITY PROFESSIONAL SERVICES AGREEMENT Appendix "B" — SUMMARY SHEET
Appendix "C" — CERTIFICATION OF PROPOSAL TO THE CITY OF PLACENTIA

Page 2 of 35 ends

1. INTRODUCTION
The City of Placentia ("City") seeks competitive proposals from qualified firms to provide On -call Construction Management and Inspection Services. A Professional Services Agreement will be entered into with multiple qualified firms to provide construction management services for a variety of projects on an on -call basis. On an on -call, as -needed basis, the selected firm(s) may later be asked to provide construction management and inspection proposals on a specific, project -by -project basis, based on an agreed -upon specific scope of services and fees.

The firm shall provide general Construction Management and Inspection services to support construction efforts and serve as an extension of City staff to assist in the overall delivery of projects, including preconstruction tasks, managing construction, and ensuring that the work is completed in accordance with the contract documents, and project closeout and commissioning phase. The consultant team will report directly to the City's Project Manager or their authorized representative. City staff may assist in managing construction and will oversee the work of the consultant's Project Manager, Inspector, and Contract Administrator.

Firms must provide construction management services and contract administration in conformance with the requirements set forth in the State's Construction Manual, State's Local Assistance Programs and Procedures Manual, OCFCD encroachment permit/requirements, and other Agencies regulatory permits/requirements. The construction manager is expected implement contract requirements and comply with all Federal and local guidelines, as required, in order to successfully execute the project in a timely and cost-efficient manner.

Technical questions about the requested services that might require a clarification of the Request for Proposals (RFP) shall be made only in writing to the Q&A section located in PlanetBids no fewer than seven (7) calendar days prior to the date and time set for opening of proposals and responses shall be provided in writing. No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via addenda to this RFP. This RFP includes a description of the scope of work, proposal requirements, and instructions for submitting your proposal.

Please do not contact City departments or other City staff directly. Information provided by other than the above contact may be invalid and proposals which are submitted in accordance with such information may be declared non -responsive.

Page 3 of 35 ends

Any changes, additions, or deletions in the RFP from the date of release to date of submittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on PlanetBids. Addenda shall become part of the agreement documents.

It is the proposer's sole responsibility to monitor PlanetBids for possible addenda to this RFP. Failure of proposer to retrieve addenda from this site shall not relieve the proposer of the requirements contained therein. Additionally, failure of proposer to return signed addenda, when required, may be cause for rejection of his/her proposal.

Proposals must conform to the requirements of this RFP to be considered for award and successfully submitted through the electronic bid management system at:
https://pbsystem.olanetbids.com/portal/54600/portal-home by the date and time specified on the cover page of this Request For Proposal. All proposals must be signed by an authorized representative and include the completed Summary Sheet and Certification of Proposal to the City of Placentia provided in Appendix "B" and "C" of this RFP.

The City reserves the right to waive any irregularity in any proposal or to reject any proposal that does not comply with this RFP. The City alone, using criteria determined by the City, will select the qualified firm and/or consultant. The successful consultant to whom the contract is awarded shall, within ten (10) days after being notified, enter a contract with the City for the work and shall furnish all required documents necessary to enter said contract. Failure of the successful consultant to execute the contract within said ten (10) days shall be just cause for the City to contract with the next ranked consultant.

By submitting a proposal, the proposer agrees to all of the terms of the RFP and the Agreement (Appendix A), unless exceptions to the RFP or the Agreement are stated by the proposer in its proposal. The successful proposers will be required to enter into an Agreement, which will include the requirements of this RFP as well as other contract requirements. In the delivery of these services, the term of the agreement shall be for three years with the option for two additional one-year term extensions.

The City reserves the right to reject any proposal(s) exceptions or changes to the Agreement or Request for Proposal.

Page 4 of 35 ends

2. PROPOSAL SCHEDULE
The schedule is as follows:
• Advertisement Date — JANUARY 9, 2024
• Q&A Due on PlanetBids — January 23, 2024 by 5:00 p.m. • Proposals Due on PlanetBids — JANUARY 30, 2024 by 5:00 p.m. • Hard copy proposal Due at City Hall — February 1, 2024 by 5:00 p.m. • Proposal Evaluations/Interviews, if necessary — February 2024 • City Council Contract Award and Selection* - March 2024 *The City expects, but does not guarantee, that the decision on selection of a firm will be made by the City Council on the date indicated above.

3. SCOPE OF WORK
The City desires to engage construction management firms that will ensure that not only are City capital projects built per plan and specifications but that will also ensure a high degree of quality craftmanship in the final product. The City's expectation is that selected CM/inspection teams will enforce a high attention to detail on project deliverables to ensure a high -quality finished product.

The majority of capital improvement and construction projects within the city include, but are not limited to, the following:
• Street rehabilitation
• Sewer improvements
• Signing and striping improvements
• Storm Drain improvements
• Bridge construction
• New building construction
• Irrigation and landscaping
• Site Improvements; concrete sidewalk, etc.
• Streets and park lighting
• Parks and Recreation facility improvements
• Mechanical systems
• Electrical systems
• Traffic Signal Improvements
The required services shall be performed by the consultant Project Manager, Inspector and Contract Administrator.

Page 5 of 35 ends

A. Project Manager/Resident Engineer
• The consultant Project Manager shall represent the City in the field. The Project Manager shall possess a minimum of (5) years' experience in construction management.
• The Inspector and the Contracts Administrator should have relevant experience in construction management and certifications or references that affirm the said experience.

B. Bid Analysis
• Prior to the start of the project, the Project Manager shall be responsible for conducting a bid analysis to determine the lowest responsible bidder.

C. Staff Report
• Preparation of staff reports for contract award to the lowest responsive and responsible bidder. Coordinate with the City to determine funding sources, publication dates, environmental and fiscal impact, and schedule of award to meet the City's deadlines.

D. General Construction Administration
• Coordinate with the City to define roles and responsibilities during construction and develop a construction management plan. • Co -lead the pre -construction meeting and schedule and conduct regular construction and progress meetings to discuss such matters as procedures, progress, problems and scheduling. Will prepare and promptly distribute meeting minutes.
• Record the progress of the project. Submit written daily and progress reports to the City. Keep daily logs containing a record of weather, contractor's work on the site, number of workers and equipment, work accomplished, problems encountered, and other relevant data. Make the log available to the City. Prepare and send Weekly Statement of Working Days to the contractor. Monitor contractor's compliance with labor code requirements.
• Maintain, at the job site, records of contract documents including drawings, addenda, change orders, and other modifications of plans and specifications marked to show all changes made during construction.

Maintain as -built records of underground utilities, including locations and depths of trenches. At the completion of the project, deliver to the City all contract documents including as -built records.

Page 6 of 35 ends

• Consult with the City when the contractor requests interpretations of the meaning and intent of the drawings and specifications and assist in achieving the resolution of problems which may arise.
• Coordinate with the City and contractor to incorporate a centralized platform where all documents are filed and distributed amongst the project team.
• Consultant shall be responsible for ensuring that all building permits, special permits, if required are obtained, and that all applicable fees have been paid, and shall obtain approvals from authorities having jurisdiction over the Project.

E. Submittal/RFI Review & Processing
• The Project Manager shall be responsible for review of completeness and quantity of all required shop drawings, product data, samples and other submittals ("Submittals").
• The consultant team shall transmit the Submittals to City staff for review and approval and shall establish and implement procedures for expediting the processing, approving, and distribution of Submittals. • Project Manager shall develop, maintain, and manage all submittal/RFI logs.
• Determine the workflow on for all Submittal/RFI review including City staff, design engineers, contractor personnel, and the construction management team.

F. Constructability Review
• Consultant shall review project plans and specifications to determine its "constructability". Consultant shall also review construction schedule, including activity sequences and duration, schedule of submittals and schedule of delivery for products with long lead-time. The project schedule shall be updated as required showing current conditions and revisions required by actual progress.
• The individuals, Project Manager, Inspector and Contract Administrator, shall not be responsible for construction means, methods, techniques, sequences and procedures employed by the contractor in the performance of the contract, and shall not be responsible for the failure of the contractor to carry out work in accordance with the contract documents. However, any errors, omissions, or discrepancies found in the Contract Documents shall be called to the attention of the City's Project Manager and clarified prior to construction start.

G. Change Order Review

Page 7 of 35 ends

• Consultant shall conduct a comprehensive evaluation of change order requests, provide independent estimates, render recommendations and assist in claim resolution.
• Consultant shall monitor and report on the status of the Project Construction Budget on a monthly basis, indicating actual costs for completed activities and work in progress, and indicating estimates for uncompleted work. Report should identify variances between actual and budgeted or estimated costs and shall advise the City whenever it appears that the Actual Construction Cost has exceeded, or will exceed, the Project Construction Budget for the entire Project or any Project Component.

H. Safety
Monitor the contractor's safety program. Take necessary steps to ensure the jobsite conditions are in compliance with OSHA regulations.

I. Progress Payments
• Consultant shall maintain cost accounting records on authorized work performed under unit costs and additional work performed on the basis of actual costs of labor and materials, or other work requiring accounting records.
• May develop and implement procedures for the review and processing of applications by contractor for progress and final payments. • Make recommendations for certification to the City for payment. • Provide status of monthly certified payroll reports and monthly as-builts updates as backup for each payment submitted to the city for review.

J. Material Testing
• Consultant team to provide field inspections and compaction tests for grading, trench backfill and asphalt concrete pavement construction according to the project special provisions, the Standard Specifications for Public Works Construction ("Green Book") and Caltrans Standard Specifications.
• Provide inspections for installation of precast and cast in -place concrete, welding, high strength bolts, structural steel, masonry, painting and other types of work in accordance with the California Building Code (CBC) and the contract documents.
• Available tests may include the following:
• Mix Designs
• Concrete
• Concrete Blocks

Page 8 of 35 ends

• Brick Masonry
• Masonry Prisms
• Mortar and Grout
• Fireproofing
• Soils and Aggregates
• Asphalt Concrete
• Reinforcing Steel
• Environmental
K. Inspections
• Consultant shall determine that the work of contractor is being performed in accordance with the contract documents.
• Make recommendations to the City regarding special inspection or testing of work not in compliance with the provisions of the contract documents.
• Subject to review by the City, reject work which does not conform to the requirements of contract documents.
• Facilitate and coordinate inspection by representatives of other agencies, as needed.
• Evaluate the completion of the work of the contractor and make recommendations to the City when work is ready for final inspection. • Assist the City in conducting final punchlist inspections. • Schedule and coordinate special inspection and material testing. • Inspector(s) shall oversee and inspect all aspects of construction to ensure compliance with the Plans, Specifications, and Special provisions.

L. Claims
• Claims submitted by the contractor must adhere to Public Contract Code Section 10240 and 20104.
• Consultant Project Manager shall coordinate with City consultant on claim matters.
• Review all claims and provide an evaluation to the City. Documentation must be provided and reviewed to support any claim.
• Coordinate the resolution of each claim with suggested design changes that may have been caused by unforeseen field conditions.

M. Prevailing Wage / Labor Compliance
• Consultant shall monitor and enforce prevailing wage forms and requirements for conformance to the prevailing wage rates on a weekly basis.

Page 9 of 35 ends

• Shall verify that all Trade personnel listed in the daily log are also listed in the certified payroll and shall conduct weekly employee interviews, one for each trade, and submit verification with the monthly progress payments.
• Perform employee interviews to verify and enforce prevailing wage requirements on a regular basis.

N. Project Closeout
• The Project Manager shall be responsible for all project closeout items, such as: As -Built plans and related documentation, punch list completion, commissioning, warranty requests during the one-year period. Shall schedule and oversee the warranty repair. Should include site visits as requested by the City to look at defects or imperfections to determine if it is a warranty issue.
• Shall provide a close out report outlining any obstacles, violations, and services performed. Shall provide a close out report for but not limited to any violations, fringe benefit statements, missing payroll reports, unsatisfactory employee interviews, claims, and any other documentation related to prevailing wage and labor compliance.

O. Community Outreach
• Consultant shall attend and co -lead a pre -construction meeting with the community. The primary purpose of this meeting is to introduce the CM team to the community and discuss major anticipated construction impacts.
• Project Manager shall coordinate with the City's Communication Manager and communicate with the community regarding impacts related to the construction project.

P. Federal Requirements
• Preparation of Caltrans documentation including but not limited to Award package, interim reports, and final report (close out) to be reviewed by the City.
• Coordinate with the City to ensure Disadvantaged Business Enterprises (DBE) goal is met by contractors and document any changes throughout the length of the project.
• Compliance with any and all state and federal funding requirements for construction and enforce any regulations set forth by these funds.

All tasks listed above shall be required on an as -needed basis. The city reserves the right to add or reduce some of the above tasks and duties as it sees fit. The

Page 10 of 35 ends

consultant, serving as staff extension, shall remain sufficiently flexible to meet the needs of the City and of the project.

4. ASSURANCE OF DESIGNATED PROJECT TEAM
Proposer shall ensure that the designated project team, including sub -consultants as identified in the firm's proposal, is used for this project. Departure or reassignment of, or substitution for, any member of the designated project team or sub-consultant(s) shall not be made without the prior written approval of the City.

5. PROPOSAL FORMAT REQUIREMENTS
Each response to this RFP shall include the information described in this section.

Provide the information in the specified order. Failure to include all the elements specified may be cause for rejection. Additional information may be provided but should be brief and relevant to the goals of this RFP. Excessive information will not be considered favorably.

Three physical copies of the final proposal shall be submitted to the City no later than two working days after the proposal deadline. The consultant project cost proposal shall be submitted in a separate sealed envelope marked "Cost Proposal." Proposer's who do not include physical copies within the specified timeframe will be considered unresponsive and disqualified.

All proposals must be signed by an authorized representative and include the completed Summary Sheet and Certification of Proposal to the City of Placentia provided in Appendix "B" and "C" of this RFP.

Proposals shall be limited to a maximum of 30 pages. Proposals over 30 pages will be rejected. Paper size shall be 8.5"x11" and occasional 11"x17" sheets are acceptable for exhibits and graphics. The cover letter, table of contents, front and back covers, summary sheet, certification of proposal and section dividers are excluded from the page count. The proposal should include the following sections in order:

A. Cover Letter
Shall contain the following information:
• Title of this RFP
• Name and mailing address of the prime consultant (include physical location if mailing address is a PO Box)

Page 11 of 35 ends

• Contact Person, Email address, telephone number, and fax number The City will use email to notify your firm of critical developments such as interview schedules if any, notification of selection/non-selection, etc. Therefore, it is essential that you identify one or more contact persons who have frequent access to email.

The City will not be responsible for delivery failure of email due to firewalls, spam filters, or individuals' failure to retrieve email messages. The City will not attempt to re -deliver any messages which fail due to no fault of the City.

The Cover Letter must be signed by an officer empowered by the Consultant to sign such material and thereby commit the Consultant to the obligations contained in the RFP response. Further, the signing and submission of a response shall indicate the intention of the proposer to adhere to the provisions described in this RFP and a commitment to enter into a binding contract.

1. Proposals submitted on behalf of a Partnership shall be signed in the firm name by a partner or the Attorney -In -Fact. If signed by the Attorney -In -Fact, there shall be attached to the proposal a Power -Of- Attorney evidencing authority to sign proposals, dated the same date as the proposal and executed by all partners of the firm.

2. Proposals which are submitted on behalf of a Corporation shall have the correct corporate name thereon and the actual signature of the authorized officer of the corporation written (not typed) below the corporate name. The title of the office held by the person signing for the corporation shall appear below the signature of the officer.

3. Proposals which are submitted by an Individual doing business under a firm name ("dba") shall be signed in the name of the individual doing business under the proper firm's name and style.

B. Executive Summary
Describe your firm's and sub -consultant's (if any) general experience and qualifications as it pertains to projects of similar scope and size. Identify the services which would be completed by your firm's staff and those that would be provided by sub- consultants. Identify any sub -consultants you propose to utilize to supplement your firm's staff.

C. Project Team Organization

Page 12 of 35 ends

Clearly identify the prime consultant, all subconsultants, and their respective roles.

Show the Project Manager and the key staff proposed for this project, including subconsultants' staff. It is expected that the project team proposed under this proposal will remain unchanged throughout the duration of the project. Replacement of key staff without consultation with the City will not be permitted.

Include contact information and a brief summary of the Prime firm's history and experience providing the requested services on similarly sized and scoped projects.

Include a summary of the firm's experience, if any, with the City of Placentia. Provide a brief resume for each key staff member including their education background, licensing (if applicable), availability, and project experience.

D. Relevant Project Experience and References
List and provide a narrative summary of related project experiences Include a minimum of three (3) similar type/size projects that your team has completed.

Provide a project description, services provided, and construction costs. Discuss whether the design and construction were completed on time and within budget.

Provide a minimum of three (3) references (name, title, agency, and telephone number) from previous experience. Provide no more than one contact person per project as a reference, including agency/company and phone number. Preference is given to project references that have directly worked with staff proposed for this project.

E. Understanding & Approach
Provide a detailed discussion of your firm's approach to the successful implementation of this agreement. Describe your firm/team's understanding duties assigned and identify the approach for key services and/or issues anticipated.

Describe the Project Manager's and firm/team support and approach to ensure the effort is completed on schedule and within the established budget.

F. Scope of Work
Provide a scope of work complementing the City's proposed scope of work describing all tasks required to complete the work and any additional aspects to the work scope the City should and could consider. The scope of work shall provide enough detail to distinguish the varied work effort required, in keeping with the City's desired tasks to be completed.

G. Schedule
Provide a typical schedule or sequence of events to accomplish all the required tasks; include review/approval times for the City and other project stakeholders.

Page 13 of 35 ends

H. Proposed Exceptions
Describe all proposed exceptions, alterations or amendments to the Scope of Services or other requirements of this RFP, including the Sample Contract (Appendix " A"). This section shall be clearly marked "Proposed Exceptions" in your submittal. If no exceptions are taken this shall be clearly stated in this section. The nature and scope of your proposed exceptions may affect the evaluation of your submittal and the City's determination of whether it is possible to successfully negotiate a contract with your firm/individual.

It is necessary to submit these elements with your RFP response. Failure to submit the required information with your response will render your proposal non- responsive.

6. REQUIRED PROPOSAL STATEMENTS
This statements identified below must be included in your RFP response:

A. A statement that the submitting firm will perform the services and adhere to the requirements described in this RFP, including any addenda (reference the addenda by date and/or number).

B. Subsequent to award of this RFP, all or part of any submittal may be released to any person or firm who may request it, as prescribed by the State of California Public Records Act.

C. Proposers shall include a statement that describes the specific portion(s) of their submittal that are considered proprietary and should not be releasable as public information. Proposers should be aware that all such requests may be subject to legal review and challenge.

D. Include a statement of assurance that you will not substitute members of your designated team without approval by the City of Placentia staff which declares there is no Conflict of Interest.

E. Include a statement which declares there is no Conflict of Interests.

F. Provide a statement attesting there has been no Collusion with other proposing firms.

G. Indicate your ability and agreement to fulfill the indemnification and insurance requirements contained in the sample contract. (Please note that actual Certificates of Insurance are not required as part of your submittal.)

7. EXCEPTIONS

Page 14 of 35 ends

Placentia City CouncilMay 7, 2024

Placentia City Council
May 7, 2024