AGREEMENT TO PROVIDE ON-CALL REAL ESTATE TITLE AND ESCROW SERVICES THIS AGREEMENT is made and entered into on this 17thday of March 2026 by and between Commonwealth Land Title Company, (“Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”). RECITALS A. On December 10, 2025, the City issued Request for Proposal (“RFP”) No. 25-145, by which it sought qualified consultants to provide on-call real estate title and escrow services for the City’s Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 25-145. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on-call basis, and at the City’s sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 25-145, which is attached as Exhibit A, and as more specifically delineated in Consultant’s proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Consultant is one of two (2) consultants selected to provide real estate title and escrow services on an on-call basis under RFP 25-145. The total compensation for these services provided by all such consultants selected under RFP 25-145 shall not exceed the shared aggregate amount of $300,000 during the term of the Agreement, including any extension periods. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City’s standard ACH
Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant’s account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a one (1) year term expiring March 16, 2027, with the option for the City to grant up to four (4), one (1) year extension(s), exercisableby a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below.4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk. 6. INSURANCE Insurance requirements are attached hereto as Exhibit D. 7. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than
reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE a. Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City’s Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Consultant or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any CalPERS retiree as authorized by City Council resolution d. The Consultant must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Consultant warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Consultant hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. e. Consultant covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported (in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b) and (c) above. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by
applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver
constitute a continuing waiver unless the writing so specifies.17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:To City: City ClerkCity of Santa Ana 20 Civic Center Plaza (M-30)P.O. Box 1988 Santa Ana, CA 92702-1988Fax: 714- 647-6956 With courtesy copies to:Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-36)P.O. Box 1988Santa Ana, California 92702 FAX: 714-647-5635To Consultant:
Griffin A. WayneVice PresidentCommonwealth Land Title Company 4400 MacArthur Blvd, Suite 800 Newport Beach, CA 92660 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidaysshall be excluded. 20. MISCELLANEOUS PROVISIONSa. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.ATTEST: CITY OF SANTA ANA Jennifer L. Hall Alvaro Nuñez City Clerk City ManagerAPPROVED AS TO FORM: SONIA R. CARVALHO CONSULTANT:City AttorneyBy: Kyle Nellesen Assistant City Attorney RECOMMENDED FOR APPROVAL: Rodolfo Rosas, P.E. Acting Executive DirectorPublic Works Agency Griffin A. WayneVice President Digitally signed by Griffin WayneDN: cn=Griffin Wayne, c=US,o=Commonwealth Land TitleCompany,[email protected]: 2026.02.27 08:46:50 -08'00'GriffinWayne Rodolfo Rosas
Digitally signed by Rodolfo Rosas
DN: cn=Rodolfo Rosas, email=rrosas@santa-
ana.org, c=US
Date: 2026.03.02 08:15:09 -08'00'
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CITY OF SANTA ANAREQUEST FOR PROPOSALS FORON-CALL REAL ESTATE TITLE AND ESCROW SERVICESRFP NO. 25-145INTRODUCTION/BACKGROUND:The City of Santa Ana is inviting proposals from experienced and responsive consultants (Consultant) to provide real estate title, escrow and related services for various Capital Improvement Projects and other facilities that will be used for public use under the direction of City staff. The Consultant will be expected to provide experienced and knowledgeable professional staff. The Consultant and its staff or representatives shall be responsive and maintain excellent working relationships with City staff and City Right-of-Way Consultants. The Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. SCOPE OF WORK:The proposal should include the following tasks and fees and any additional tasks and fees deemed necessary by the Consultant shall be clearly identified in the proposal. Additionally, the City reserves the right to provide Notice To Proceed (NTP) for any, all or none of the following optional tasks:On an as-needed basis, Proposer is responsible for providing real estate title and escrow services on a timely manner, including but not limited to:1) Title Research and Reportinga) Prepare preliminary title reportsi) Update to an existing title report (either ordered by the City or others)ii) Issue new reports and provide copies of all underlying exception and exclusion documents.b) Issue chain of title reports on an exception basis (seldom required).c) Provide other related information and documents of record concerning title to property such ascopies of vesting deeds, parcel maps/tract maps, FEMA flood zone designations.d) Litigation guarantees – Issue condemnation litigation or continuation guarantees.e) Prior to closing escrow, Consultant shall order and provide the City with an updated PreliminaryTitle report to ensure that no new liens and/or encumbrances are recorded on theproperty/property interests to be acquired by the City.2) Title Resolution and Supporta) Assist with the development of legal descriptions for:i) public and private properties; and/orii) unrecorded easements, right-of-way or other apparent encumbrances or rights granted byother agencies.
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b) Assist the City, its consultants and agents in resolving issues affecting marketable title toproperties through, among other things, recordation of corrective instruments and/or otherappropriate means.c) Provide all necessary assistance to the City to clear all exceptions stated in the Preliminary Titlereport unless waived by the City in writing.d) Obtain partial release, partial re-conveyance and subordination agreements from the propertyowners or any party having interest in the property.e) Assist the City in determining the appropriate amount of title insurance coverage for each propertyor portfolio (or portion thereof) whether acquired by purchase or without financial considerationand taking into account valuation as determined by appraisal, or by opinion of value from acommercial real estate company.3) Escrow and Closing Servicesa) Escrow services:Issue either CLTA or ALTA extended-coverage ownerCLTA 100 ComprehensiveCLTA 103.1A Encroachment CoverageCLTA 103.4 Access through an easementCLTA 103.7 Access CLTA 110.1 Deletion of item from policyCLTA 116 LocationCLTA 116.1 SurveyCLTA 116.4 ContiguityCLTA 116.7 SubdivisionCLTA 123.3 Zoningb) Ensure that all conditions present and conditions subsequent provided for in the PurchaseAgreement are met and satisfied prior to closing escrow.c) Prepare, subject to review and approval by the City, Escrow Instructions for execution by the Cityand grantor(s). Consultant shall ensure all legal requirements are satisfied prior to escrow closing.d) Provide comprehensive Escrow Services to the City and owners involved in the relatedtransactions.e) Prepare all necessary conveyance documents; demand and release of lien/encumbrancedocuments and submit the same for approval by the City prior to close of escrow.f) Record grant deeds, certificates of acceptance, memoranda of agreements, and relateddocuments required with respect to the transfer of each property in the office of Orange CountyRecorder.g) Distribute to the parties originals or copies of executed and/or closing documents.h) Disburse to the party or parties entitled hereto amounts required to be disbursed in connectionwith the closing of each property transfer transaction.i) Prepare closing settlement statements reflecting pro-rations and funds disbursed through escrowin each property transfer transaction.j) Provide multilingual services as needed for efficient closing of escrow.4) Coordination, Reporting, and Administrative Supporta) Meet and coordinate work with other right-of-way consultants as directed by the City.b) Provide additional services related to title, escrow and related services specified above, at hourlyrates, the scope of which will be agreed to in writing between the City & Consultant.c) Consultant shall at no cost to the City provide status reports of the requested services on a weekly,bi-weekly, or monthly basis at City’s option.d) Consultant shall at no cost to the City provide the City and its consultants with password protectedaccess to Consultant’s website dedicated for City’s projects. The website shall contain all copies
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of City ordered reports and other documents will be posted no later than due date agreed upon and indicated on the work authorization. Website access must be available to City throughout the term of the agreement and after expiration for a minimum of 3 months from time all ordered documents and reports have been posted.FEE PROPOSAL:In addition to Section V.G.2 (Proposal Contents: Cost Proposal) fee schedule shall be structured to correspond to the above mentioned tasks as follows:The fee schedule shall include the firm’s standard hourly fee schedule and each task should include an hourly breakdown that corresponds to the task total. A list of all positions and hourly rates for personnel/sub-consultants expected to perform services under this RFP shall be described herein. Hourly rates for personnel not expected to perform services under this RFP shall not be included. At the request of the City, the Consultant shall provide a more detailed fee proposal when a specific project proposal is requested of the Consultant.The city reserves the right to add or reduce some of the above tasks and duties as it sees fit. The consultant, serving as staff extension, shall remain sufficiently flexible to meet the needs of the City and of the project.CITY RESPONSIBILITIES:The City will provide information in its possession relevant to the preparation of the required information in the RFP. The City will provide only the staff assistance and the documentation specifically in referred to herein. Furnish scope of work and provide general direction as needed for the assigned project.Facilitate meeting space and coordination and City facilities.Follow City of Santa Ana Invoicing guidelines.CONSULTANT RESPONSIBILITIES: Consultant shall provide all required insurance as outlined in Exhibit II of this RFP.PAYMENT AND INVOICING: Selected Consultant shall invoice the City based on time and material according to the City’s standard invoice template. Tasks and hours shall be clearly identified and all rates must match those included in the approved agreement.
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EXHIBIT D Insurance RequirementsPrior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. MINIMUM SCOPE AND LIMIT OF INSURANCE 1.Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 or equivalentcovering CGL on an “occurrence” basis, including products and completed operations, propertydamage, bodily injury and personal & advertising injury with limits no less than $2,000,000 peroccurrence and $4,000,000 aggregate. Required policy limits can be met with primary andumbrella/excess insurance policies.2.Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto),with limits no less than $1,000,000 combined single limits. In the event Consultant does notmaintain commercial automobile liability insurance, City will accept evidence of personalautomobile insurance, provided that such policy is endorsed for business use and providescoverage with a minimum limit of $1,000,000. Required policy limits can be met with primaryand umbrella/excess insurance policies.3.Workers’ Compensation (WC): as required by the State of California, with Statutory Limits, andEmployer’s Liability Insurance with limit of no less than $1,000,000 per accident, policy oremployee, for bodily injury or disease. Coverage is not required if Consultant has no employeesand signs request to waive such insurance.4.Professional Liability (PL): with limits no less than $1,000,000 per claim, and $2,000,000aggregate.If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: 1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be coveredas additional insureds, under Consultant’s CGL and AL policies, with respect to any liabilityarising out of work or operations performed by or on behalf of the Consultant includingmaterials, parts, equipment, and personnel furnished in connection with such work oroperations.2. Consultant’s Insurance company(ies) agrees to waive all rights of subrogation against City, itsCity Council, its officers, officials, employees, agents, and volunteers for losses paid under theterms of Consultant’s CGL, AL, and WC policies which arise from work performed by Consultantunder this Agreement.
EXHIBIT D 3. For any claims related to this contract, Consultant’s insurance coverage shall be primary and anyinsurance maintained by City, its City Council, its officers, officials, employees, agents, orvolunteers shall not contribute with it.4. A severability of interest provision must apply for all the additional insureds, ensuring thatConsultant’s insurance shall apply separately to each insured against whom a claim is made orsuit is brought, except with respect to the insurer’s limits of liability.5. Insurance policies required herein shall provide that coverage shall not be canceled except afterthirty (30) days prior written notice has been given to City. Ten (10) days prior written noticeshall be provided to City for policy cancellation due to non-payment of premium.6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana,Attention: Keri Buck, 20 Civic Center Plaza, M-43, Santa Ana, CA 92701. The name and locationof project must be included in the Description of Operations section of each certificate.Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant’s obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.