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HomeMy WebLinkAboutC-5944 - PSA for Ebb Tide Mobile Home Park Closure relocation Impact Report ReviewJ J III PROFESSIONAL SERVICES AGREEMENT WITH PARAGON PARTNERS LTD. FOR EBB TIDE MOBILE HOME PARK CLOSURE RELOCATION IMPACT REPORT REVIEW THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement') is made and entered into as of this 9th day of October, 2014 ( "Effective Date "), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and PARAGON PARTNERS LTD., a California corporation ( "Consultant'), whose address is 5762 Bolsa Avenue, Suite 201, Huntington Beach, California 92649, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to provide Ebb Tide Mobile Home Park Closure Relocation Impact Report Review ( "Project'). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on September 30, 2015, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ( "Services" or "Work "). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand - delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to- exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Five Thousand Dollars and 001100 ($5,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and /or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did Paragon Partners Ltd. Page 2 not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Brett Paulson to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Community Development Department. City's Associate Planner or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with the highest professional standards. For purposes of this Agreement, the phrase "highest professional standards' shall mean those standards of practice recognized by one (1) or more first - class firms performing similar work under similar circumstances. Paragon Partners Ltd. Page 3 8.2 All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and the highest professional standard. 8.3 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent, reckless, and /or willful acts, errors and /or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. Paragon Partners Ltd. Page 4 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall Paragon Partners Ltd. Page 5 be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint- venture or syndicate or co- tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50 %) or more of the voting power or twenty -five percent (25 %) or more of the assets of the corporation, partnership or joint- venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents'), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. Paragon Partners Ltd. Page 6 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and /or viewable with Adobe Acrobat. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Services 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 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 City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and /or restoration expense shall be Paragon Partners Ltd. Page 7 borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first - class mail, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Fern Nueno, Associate Planner Community Development Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Neilia LaValle Paragon Partners Ltd. 5762 Bolsa Ave., Ste. 201 Huntington Beach, CA 92649 Paragon Partners Ltd. Page 8 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. Paragon Partners Ltd. Page 9 28.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 28.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Paragon Partners Ltd. Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date:l l 1 L By: — A on C. Harp pw City Attorney ATTEST: Date: By: OYGt*w4 Leilani I. Brown City Clerk ZZIFORs CITY OF NEWPORT BEACH, a California munic.pal corporation Date: /6- By: _ �4&� Kimberly Brandt, AICP Director CONSULTANT: Paragon Partners Ltd., a California corporation Date: aVa-?RW President• Date: 10 /13 am tive We President/Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Paragon Partners Ltd. Page 11 EXHIBIT A SCOPE OF SERVICES Paragon Partners Ltd. Page A -1 September 12, 2014 Fern Nueno, AICP, LEED AP BD +C Associate Planner City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 RE: Relocation Impact Report Review - Ebb Tide Dear Ms. Nueno: 00 PARAGON PARTNERS LTD Pursuant to your recent request, Paragon Partners Ltd. (Paragon) is pleased to submit this letter of proposal to provide Relocation Impact Report Review services for the City of Newport Beach (City). FIRM PROFILE Established in 1993, Paragon Partners Ltd. (Paragon) is a privately held, California Corporation, and is a certified Women's Business Enterprise (WBE) that provides turn -key right of way assistance to public agencies. Specifically, Paragon provides project management, real estate appraisal, acquisition, title and escrow, relocation, and property management services to the public and private sector. Our expertise in these areas ensures that fair market values are obtained for full and partial acquisitions, and that property owners, tenants, and other stakeholders impacted by local, state and federally- funded projects are appropriately compensated, treated with the utmost respect and dignity, and also educated on their rights and options throughout the acquisition and relocation process. Paragon employs approximately 150 right of way professionals, including acquisition and relocation agents, title experts, property managers, GIS analysts and technicians, and database developers with specific expertise in the delivery of land rights. Acquisition Agents are licensed with the California Bureau of Real Estate, and are further credentialed through the International Right of Way Association (IRWA). SCOPE OF SERVICES We understand that a Relocation Impact Report (RIR) has been prepared in connection with the Ebb Tide Mobile Home closure. The City is requesting assistance in reviewing the RIR for conformance with state and local regulations including the California Government Code Section 65863.7, et Seq., (Code) and the California Mobile Home Residency Law (MRL) and the Uniform Act as applicable, as well as the City ordinances and Developer policies and procedures. We will attend two staff meetings and one City Council Meeting. We will review the report for completeness and conformance and ensure that the following have been addressed: • An analysis of the needs of the residential displacees including the number of occupants residing in a dwelling, family size and ages, household income, and special needs. • An analysis of replacement housing resources and the determination as to whether sufficient housing is available to accommodate the number of displacees. • Personal contact with as many of the residential displacees as possible (100% is preferred). Paragon Partners Ltd. page I 1 of 5 • Description of the relocation advisory assistance program. • Temporary housing plans and procedures. Description of available payments. • Relocation expense budget estimate. • Replacement housing resource survey results. • An analysis of the occupants being displaced and available resources. Once we have completed our review, we will prepare a written report with an analysis of the adequacy of the RIR. If the RIR is found to be inadequate, the report will state the reasons why and offer recommended actions or revisions to the report for adequacy. SCHEDULE We estimate that a review of the RIR will be completed within 10 - 14 days from receipt of a Notice to Proceed. PROJECT TEAM Paragon is pleased to present our experienced, professional staff available to meet the City's needs. Each team member was selected for their years of experience, ability to get the job done, and project availability. Project Manager Brett Paulson is a seasoned real estate professional with over 20 years of land delivery experience for private and public infrastructure projects. An expert in the planning, management, and coordination of right of way projects, from site selection, licensing, acquisition, and relocation (residential, mobile homes, and businesses) property management, and demolition, Mr. Paulson has developed and successfully implemented creative solutions for the delivery of land rights for local and state highways, streets and roadways, airports, school districts, utility and other infrastructure development programs. An articulate speaker, he is a powerful communicator at many levels, from the public to city council, and also a highly effective negotiator and relocation assistance specialist for both residential and commercial properties. Senior Relocation Agent Peter Rhoad has over 21 years of experience in all phases of real estate services with emphasis in right of way project management, title, escrow, relocation assistance, and property management. Mr. Rhoad has worked directly with over 1,000 different property and /or business owners and provided oversight on an addition 1,200 cases. Mr. Rhoad's attention to detail, knowledge of the federal and state regulations has allowed him to develop his expertise and master the intricacies associated with this portion of the right of way process. Mr. Rhoad has gained initial experience working with municipal community development departments, more importantly; he has gained an understanding of how to apply the rules and regulations to real life situations and the purpose behind the rules. He has prepared cost estimates, Relocation Plans, Replacement Housing Plans, Caltrans Relocation Impact Reports and mobile home Relocation Impact Reports. Senior Relocation Agent Christopher Carrillo brings over 12 years of practical and diversified experience in project management, acquisition, residential /business relocation, property management, and demolition coordination. He is knowledgeable of both federal and state regulations relating to all aspects of right of way acquisition. Right of way assignments have included trouble- shooting and solving difficult cases that normally Paragon Partners Ltd. page 12 of 5 would have delayed project construction. Mr. Carrillo's character, experience, and work ethic have allowed him to successfully handle the most problematic assignments in Los Angeles, Orange, San Bernardino, and Riverside Counties. He has an aptitude for effectively communicating with project constituents. His role as the liaison between the city and the community has contributed in performing smooth and organized negotiations. Project Coordinator Jackie Martinez has focused on acquiring experience in all aspects of the professional real estate industry. She has gained exposure to several facets of the industry; including working closely with public agencies, brokers, title & escrow; which in turn, has contributed to her certification as a Right of Way Technician, Notary Public, and licensed Real Estate Salesperson. Ms. Martinez's primary responsibilities include quality control, project oversight, and document preparation. She effectively manages all communication coming in and out of the office and efficiently distributes information to the correct departments. Her emphasis on organization proves vital in organizing project files and project documents and is a crucial constituent in any project from the planning phase all the way to the closing. PROJECT EXPERIENCE AND REFERENCES Atlanta Avenue Widening Project, City of Huntington Beach Duran Villegas, Real Estate Services Manager, (714) 536 -5544 2000 Main Street, Huntington Beach, CA 92648 The City of Huntington Beach selected Paragon to provide agcusition and relocaiton assistance services. The street widening project required the aqusition of 17,978 square feet of additional right of way from the mobil home park. Paragon was responsible for preparing a Relocation Plan Update and relocating the mobil home tenants affcted by the property acquisition Additionally, a temporary construction area is needed to allow for construction, relocation of utilities, and blending the remaining provate property with the new street configuration. The project was federally funded with oversight from Caltrans and the Orange County Transportation Authority. 250 Unit Mobile Home Park, City of Anaheim Ryan Easter, Palmieri, Tyler, Wiener, Wilhelm & Waldron, LLP, (949) 851 -9400 603 Main Street, East Tower, Suite 1300, Irvine, CA 92714 Paragon was retained by a private client who was considering closure of two mobile home parks with 250 units in Anaheim. The client, who wishes to remain anonymous, was represented by Palmieri, Tyler, Wiener, Wilhelm & Waldron, LLP (Palmieri). Paragon prepared a Conversion Impact Report (CIR) for Palmieri and the client. Ultimately the client decided not to pursue closure due to political pressure. Prior to the abandonment of the closure process, Paragon was on a first name basis with many park owners due to the regularity with which its staff sought out available rental spaces. Through the preparation of the CIR, Paragon reinforced existing skills with researching replacement parks and their requirements for new entrants; the process and costs of the set up and tear down of mobile homes; the connection of utilities; and a host of other mobile home relocation issues. Paragon Partners Ltd. page 13 of 5 Circle S and Alvarado Mobile Home Parks, City of San Pablo Kelsey D. Worthy, MPA, Assistant City Manager, (510) 215 -3000 13831 San Pablo Avenue, Building 3, San Pablo, CA 94806 Paragon was selected by the Redevelopment Agency of the City of San Pablo to provide relocation assistance services (including preparation of a Relocation Impact Report) for the City acquired Circle S and Alvarado mobile home parks for the Agency's plan to redevelop the 16 acres into a brand new lifestyle center complete with retail, medical services, housing and open space. San Juan Motel /Hood Trailer Park Project, Sacramento Housing and Redevelopment Agency Mabel Furr, Relocation Coordinator (Retired), (916) 452 -5459 630 1 Street, Sacramento, CA 95814 The Sacramento Housing and Redevelopment Agency contracted with Paragon for relocation assistance (including preparation of a Relocation Impact Report) and property management services during and after the close of escrow for the San Juan Motel and Hood Trailer Park. Paragon provided relocation services for the relocation of 23 trailer park households at the Hood Trailer Park and nine (9) resident households at the San Juan Motel. Paragon also provided acquisition services for 19 trailers. The RIR included: identifying challenges and issues associated with the displacement of the business and potentially the long -term residents of the Motel; developing solutions to minimize the adverse impacts of displacement of owners and /or tenants; and facilitating the orderly relocation of anyone displaced by the Project. CONCLUSION We are enthusiastic about any opportunity to continue providing right of way consulting services to the City of Newport Beach. I am available to clarify or expand on any part of this proposal, please do not hesitate to contact me at (714) 379 -3376 or at kiorgensen @paragon - partners.com. Respectfully submitted, Kent Jorgensen Project Director att: Cost Proposal Paragon Partners Ltd. page 14 of 5 EXHIBIT B SCHEDULE OF BILLING RATES Paragon Partners Ltd. Page B -1 CLASSIFICATION Project Manager 16 $150 $7,400 Senior Relocation Agent 24 $95 $2,280 Project Coordinator 4 $65 $260 ODCs - Copies, Postage, Mileage n/a n/a $50 Telephoned Fax @ Total Not -to- Exceed $4,990 Copies @ DIRECT $0.15 each Pagers I Cellular @ Cost D &E Size Copies @ $5.00 each Air Travel & lodging@ Cost Real Estate Data @ Cost+ 15% Mileage* @ $0.565 /mile Telephoned Fax @ Cost Subconsultants @ Cost Postage I FedEx @ Cost Other Expenses @ Cost CAD I GIS Workstations @ $10 1 Hour *Or current IRS allowable Terms of Payment: New 30 days. Invoices will be submitted monthly. All rates are effective as of January 1, 2014. Rates will be revised annually on January 1'`, to reflect increases in the cost of living and current business conditions. Overtime for applicable labor classifications will be charged at 1.5 times the hourly rate in accordance with California law. EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. Paragon Partners Ltd. Page C -1 D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self - insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Paragon Partners Ltd. Page C -2 B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non - compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. Self- insured Retentions. Any self- insured retentions must be declared to and approved by City. City reserves the right to require that self- insured retentions be eliminated, lowered, or replaced by a deductible. Self - insurance will not be considered to comply with these requirements unless approved by City. F. City Remedies for Non - Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. G. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own Paragon Partners Ltd. Page C -3 judgment may be necessary for its proper protection and prosecution of the Work. Paragon Partners Ltd. Page C -4 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 10/23/14 Dept. /Contact Received From: Terresa Date Completed: 10/31/14 Sent to: Terresa By: Chris Company /Person required to have certificate: Paragon Partners LTD Type of contract: ►l1 I. GENERAL LIABILITY EFFECTIVE /EXPIRATION DATE: 1 /l /14- 1/1/15 A. INSURANCE COMPANY: Hartford Accident and Indemnity Company B. AM BEST RATING (A-: VII or greater): A:XV AM BEST RATING (A-: VII or greater) A:XV C. ADMITTED Company (Must be California Admitted): ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS (Must be $1M or greater): What is limit provided? 1,000,000/2,000,000 E. ADDITIONAL INSURED ENDORSEMENT — please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does F. not apply to Waste Haulers or Recreation) ® Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND ❑ Yes ❑ No G. COMPLETED OPERATIONS ENDORSEMENT (completed ® Yes ❑ No H. Operations status does not apply to Waste Haulers) ® Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ® Yes ❑ No I. PRIMARY & NON - CONTRIBUTORY WORDING (Must be included): Is it included? ® Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? ❑ Yes ®No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): ® N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No H. AUTOMOBILE LIABILITY EFFECTIVE /EXPIRATION DATE: 1/1/14 - 1/1115 A. INSURANCE COMPANY: Hartford Accident and Indemnity Company B. AM BEST RATING (A-: VII or greater) A:XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000 UM, $21M min for Waste Haulers): What is limits provided? 1,000,000 E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided ?) N/A F. PRIMARY & NON - CONTRIBUTORY WORDING (For Waste Haulers only): ® N/A ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ® Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A 0 Yes ❑ No III. WORKERS' COMPENSATION EFFECTIVE /EXPIRATION DATE: 1!1/14- 1/1/15 A. INSURANCE COMPANY: Hartford Accident and Indemnity Company B. AM BEST RATING (A-: VII or greater): A:XV C. ADMITTED Company (Must be California Admitted): ® Yes [-]No D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater) 1,000,000 F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Apprra;k oved: 10/31/14 Agent of Alliant Insurance Services Da Broker of record for the City of Newport Beach ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® Yes ❑ No RISK MANAGEMENT APPROVAL REQUIRED (Non- admitted carrier rated less than _; Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval /exception/waiver: Approved: Risk Management * Subject to the terms of the contract. Client#: 467968 PARAGPARTN1 ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 12/21/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Si NAME: mson Soetanto Marsh & McLennan Agency LLC PHONE FAX 949-900-1211 Marsh & McLennan Ins. Agency LLC ExtA/c, No , E-MAILo ADDRESS: simson.soetanto@marshmma.com 1 Polaris Way EACH OCCURRENCE $1,000,000 92 Aliso Viejo, CA 92656 INSURER(S) AFFORDING COVERAGE NAIC # Indemnity Company Travelers INSURER A : b P Y of CT 25682 INSURED INSURER B : Travelers Property Casualty Co of Amer 25674 Paragon Partners, LTD INSURER C :Underwriters at Lloyd's London 15642 5660 Katella AVenue, Suite 100 PERSONAL &ADV INJURY $1,000,000 Cypress, CA 90630 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTRR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR 6308M317170TCT19 1/01/2019 01/01/2020 EACH OCCURRENCE $1,000,000 PREMISES (Es oiccurrDence) s3001000 MED EXP (Any one person) $ 5,000 PERSONAL &ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- LOC GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG $2,000,000 $ OTHER: A AUTOMOBILE LIABILITY BA8M31236ATCT19 1/01/2019 01/01/2020 COMB NGLE LIMIT Ea accident) $1,000,000 BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X HIRED NON -OWNED AUTOS ONLY X AUTOS ONLY PROPERTY DAMAGE Per accident $ B X UMBRELLA LIAB X OCCUR CUP8M325446TIL19 1/01/2019 01/01/2020 EACHOCCURRENCE $10.000.000 EXCESS LIAB CLAIMS -MADE AGGREGATE $10 000 000 DED X RETENTION$10000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITYTUTE ANY PROPRIETOR/PARTNER/EXECUTIVE Y / N OFFICER/MEMBER EXCLUDED? � N / A UB8M251072TIL19 1/01/2019 01/01/2020 X PER OTH- E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 C E&O MPL102807418 5/22/2018 05/22/2019 Per Claim: $2,000,000 Aggregate: $2,000,000 Claims Made: Ret: $15k DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Newport Beach, its officers, officials, employees and volunteers are named additional insured as respects operations of the named insured per attached endorsements. Coverage is primary & non-contributory per attached endorsements. Waivers of subrogation attached. 30 day NOC and 10 day NOC for non-payment provisions apply on the referenced Package Policy # 72UUNHB5671, per the attached. City of Newport Beach, City SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Atty's Office - Aaron C. Harp ACCORDANCE WITH THE POLICY PROVISIONS. 100 Civic Center Drive Newport Beach, CA 92660-0000 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S3869332/M3868942 WOAQH INSURED: Paragon Partners, LTD POLICY#: 6308M317170TCT19 POLICY PERIOD: 01/01/2019 TO: 01/01/2020 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR SERVICE INDUSTRIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE 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 cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Broadened Named Insured I. Amended Bodily Injury Definition B. Blanket Additional Insured — Broad Form Vendors J. Bodily Injury To Co -Employees And Co -Volunteer C. Damage To Premises Rented To You Workers • Perils of fire, explosion, lightning, smoke, water • Limit increased to $300,000 D. Blanket Waiver Of Subrogation E. Blanket Additional Insured — Owners, Managers Or Lessors Of Premises F. Blanket Additional Insured — Lessors Of Leased Equipment G. Incidental Medical Malpractice H. Personal Injury — Assumed By Contract PROVISIONS A. BROADENED NAMED INSURED 1. The following is added to SECTION II — WHO IS AN INSURED: Any organization, other than a partnership or joint venture, over which you maintain owner- ship or majority interest on the effective date of the policy qualifies as a Named Insured. However, coverage for any such organization will cease as of the date during the policy pe- riod that you no longer maintain ownership of, or majority interest in, such organization. 2. The following replaces Paragraph 4.a. of SECTION II — WHO IS AN INSURED: 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, unless reported in writing to us within 180 days. K. Aircraft Chartered With Crew L. Non -Owned Watercraft — Increased From 25 Feet To 50 Feet M. Increased Supplementary Payments • Cost of bail bonds increased to $2,500 • Loss of earnings increased to $500 per day N. Knowledge And Notice Of Occurrence Or Offense O. Unintentional Omission P. Reasonable Force — Bodily Injury Or Property Damage B. BLANKET ADDITIONAL INSURED — BROAD FORM VENDORS The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is a vendor 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 re- spect to liability for "bodily injury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed and executed that con- tract or agreement; and b. Arises out of "your products" which are dis- tributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such ven- dor will be the limits which you agreed to pro - CG D4 67 07 13 © 2013 The Travelers Indemnity Company. All right reserved. Page 1 of 7 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY vide in the written contract or agreement, or the limits shown in the Declarations of this Coverage Part, whichever are less. b. The insurance provided to such vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor 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 vendor would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in "your products" made intentionally by such vendor; (4) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspections, ad- justments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; (6) Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of "your prod- ucts"; or (7) "Your products" which, after distribution or sale by you, have been labeled or re- labeled or used as a container, part or in- gredient of any other thing or substance by or for such vendor. Coverage under this provision does not apply to: a. Any person or organization from whom you have acquired "your products", or any ingre- dient, part or container entering into, accom- panying or containing such products; or b. Any vendor for which coverage as an addi- tional insured specifically is scheduled by en- dorsement. C. DAMAGE TO PREMISES RENTED TO YOU Exclusions c. through n. do not apply to dam- age to premises while rented to you, or tem- porarily occupied by you with permission of the owner, caused by: a. Fire; b. Explosion; c. Lightning; d. Smoke resulting from such fire, explosion, or lightning; or e. Water. A separate limit of insurance applies to such damage to premises as described in Para- graph 6. of Section III — Limits Of Insurance. This insurance does not apply to damage to premises while rented to you, or temporarily occupied by you with permission of the owner, caused by: a. Rupture, bursting, or operation of pres- sure relief devices; b. Rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from wa- ter; c. Explosion of steam boilers, steam pipes, steam engines, or steam turbines. 2. The following replaces Paragraph 6. of SEC- TION III — LIMITS OF INSURANCE: Subject to 5. above, the Damage To Prem- ises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you, or temporarily occupied by you with permission of the owner, caused by fire; explosion; lightning; smoke resulting from such fire, explosion, or lightning; or wa- ter. The Damage To Premises Rented To You Limit will apply to all damage proximately caused by the same "occurrence", whether such damage results from fire; explosion; lightning; smoke resulting from such fire, ex- plosion, or lightning; water; or any combina- tion of any of these. The Damage To Premises Rented To You Limit will be the higher of: a. $300,000; or 1. The following replaces the last paragraph of b. The amount shown on the Declarations of Paragraph 2., Exclusions, of SECTION I — this Coverage Part for Damage To Prem - COVERAGES — COVERAGE A BODILY IN- ises Rented To You Limit. JURY AND PROPERTY DAMAGE LIABIL- ITY: Page 2 of 7 © 2013 The Travelers Indemnity Company. All right reserved. CG D4 67 07 13 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 3. The following replaces Paragraph a. of the definition of "insured contract" in the DEFINI- TIONS Section: a. A contract for a lease of premises. How- ever, that portion of the contract for a lease of premises that indemnifies any person or organization for damage to premises while rented to you, or tempo- rarily occupied by you with permission of the owner, caused by: (1) Fire; (2) Explosion; (3) Lightning; (4) Smoke resulting from such fire, ex- plosion, or lightning; or (5) Water. is not an "insured contract'; 4. The following replaces Paragraph 4.b.(1)(b) of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: (b) That is insurance for premises rented to you, or temporarily occupied by you with the permission of the owner; D. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LI- ABILITY CONDITIONS: We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of premises owned or occupied by or rented or loaned to you; ongoing operations performed by you or on your behalf, done under a contract with that person or organization; "your work"; or "your products". We waive this right where you have agreed to do so as part of a written contract, executed by you prior to loss. E. BLANKET ADDITIONAL INSURED — OWNERS, MANAGERS OR LESSORS OF PREMISES The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is a premises owner, manager or lessor and that you have agreed in a written contract or agreement to name as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" that: COMMERCIAL GENERAL LIABILITY a. Is "bodily injury" or "property damage" caused by an 'occurrence" that takes place, or "per- sonal injury" or "advertising injury" caused by an offense that is committed, after you have signed and executed that contract or agree- ment; and b. Arises out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such premises owner, manager or lessor is subject to the following pro- visions: a. The limits of insurance provided to such premises owner, manager or lessor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown on the Declarations of this Coverage Part, whichever are less. b. The insurance provided to such premises owner, manager or lessor does not apply to: (1) 'Bodily injury" or "property damage" caused by an 'occurrence" that takes place, or "personal injury" or "advertising injury" caused by an offense that is com- mitted, after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor. c. The insurance provided to such premises owner, manager or lessor is excess over any valid and collectible other insurance available to such premises owner, manager or lessor, unless you have agreed in a written contract for this insurance to apply on a primary or contributory basis. F. BLANKET ADDITIONAL INSURED — LESSORS OF LEASED EQUIPMENT The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is an equipment lessor and that you have agreed in a written con- tract or agreement to include as an additional in- sured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertis- ing injury" that: a. Is "bodily injury" or "property damage" caused by an 'occurrence" that takes place, or "per- sonal injury" or "advertising injury" caused by an offense that is committed, after you have CG D4 67 07 13 © 2013 The Travelers Indemnity Company. All right reserved. Page 3 of 7 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY signed and executed that contract or agree- ment; and b. Is caused, in whole or in part, by your acts or omissions in the maintenance, operation or use by you of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor is subject to the following provisions: a. The limits of insurance provided to such equipment lessor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown on the Decla- rations of this Coverage Part, whichever are less. b. The insurance provided to such equipment lessor does not apply to any "bodily injury" or "property damage" caused by an "occur- rence" that takes place, or "personal injury" or "advertising injury" caused by an offense that is committed, after the equipment lease ex- pires. c. The insurance provided to such equipment lessor is excess over any valid and collectible other insurance available to such equipment lessor, unless you have agreed in a written contract for this insurance to apply on a pri- mary or contributory basis. G. INCIDENTAL MEDICAL MALPRACTICE 1. The following is added to the definition of "oc- currence" in the DEFINITIONS Section: Unless you are in the business or occupation of providing professional health care services, "occurrence" also means an act or omission committed in providing or failing to provide "incidental medical services" to a person. 2. 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; b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; c. First aid; or d. "Good Samaritan services". "Good Samaritan services" means any emer- gency medical services for which no compen- sation is demanded or received. 3. The following is added to 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 any "bodily injury" arising out of any providing or failing to provide "incidental medical services" by any of your "employ- ees", other than an employed doctor. Any such "employees" providing or failing to pro- vide "incidental medical services" during their work hours for you will be deemed to be act- ing within the scope of their employment by you or performing duties related to the con- duct of your business. 4. The following exclusion is added to Para- graph 2., Exclusions, of SECTION I — COV- ERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals "Bodily injury" or "property damage" arising out of the willful violation of a penal statute or ordinance relating to the sale of pharmaceuti- cals committed by, or with the knowledge or consent of, the insured. 5. The following is added to Paragraph 5. of SECTION III — LIMITS OF INSURANCE: For the purposes of determining the applica- ble Each Occurrence Limit, all related acts or omissions committed in the providing or fail- ing to provide "incidental medical services" to any one person will be considered one "oc- currence". 6. The following is added to Paragraph 4.b., Ex- cess Insurance, of SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDI- TIONS: 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. Page 4 of 7 © 2013 The Travelers Indemnity Company. All right reserved. CG D4 67 07 13 Includes copyrighted material of Insurance Services Office, Inc. with its permission. H. PERSONAL INJURY — ASSUMED BY CON- TRACT 1. The following replaces Exclusion e., Contrac- tual Liability, in Paragraph 2. of SECTION — COVERAGES — COVERAGE B PER- SONAL AND ADVERTISING INJURY LI- ABILITY: e. Contractual Liability "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: (1) Liability for damages that the insured would have in the absence of the contract or agreement; or (2) Liability for damages because of "personal injury" assumed in a con- tract or agreement that is an "insured contract", provided that the "personal injury" is caused by an offense com- mitted subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable at- torneys fees and necessary litigation expenses incurred by or for a party other than an insured will be deemed to be damages because of "personal injury", provided that: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this in- surance applies are alleged. 2. The following replaces the third sentence of Paragraph 2. of SUPPLEMENTARY PAY- MENTS — COVERAGES A AND B: Notwithstanding the provisions of Paragraph 2.b.(2) of Section I — Coverage A — Bodily In- jury And Property Damage Liability or Para- graph 2.e. of Section I — Coverage B — Per- sonal and Advertising Injury Liability, such payments will not be deemed to be damages because of "bodily injury", "property damage" or "personal injury", and will not reduce the limits of insurance. COMMERCIAL GENERAL LIABILITY 3. The following replaces Paragraph 2.d. of SUPPLEMENTARY PAYMENTS — COVER- AGES A AND B: d. The allegations in the "suit" and the in- formation we know about the "occur- rence" or offense are such that no conflict appears to exist between the interests of the insured and the interests of the in- demnitee; 4. The following replaces the first subparagraph of Paragraph If. of the definition of "insured contract" in the DEFINITIONS Section: If. That part of any other contract or agree- ment pertaining to your business (includ- ing an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury," "property damage" or "per- sonal injury" to a third person or organiza- tion. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. I. AMENDED BODILY INJURY DEFINITION The following replaces the definition of "bodily in- jury" in the DEFINITIONS Section: "Bodily injury" means bodily injury, mental an- guish, mental injury, shock, fright, disability, hu- miliation, sickness or disease sustained by a per- son, including death resulting from any of these at any time. J. BODILY INJURY TO CO -EMPLOYEES AND CO -VOLUNTEER WORKERS The following is added to Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Paragraph (1)(a) above does not apply to "bodily injury" to a co -"employee" 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" while performing duties related to the conduct of your business. K. AIRCRAFT CHARTERED WITH CREW The following is added to Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: This exclusion does not apply to an aircraft that is: CG D4 67 07 13 © 2013 The Travelers Indemnity Company. All right reserved. Page 5 of 7 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (a) Chartered with crew to any insured; (b) Not owned by any insured; and (c) Not being used to carry any person or prop- erty for a charge. L. NON -OWNED WATERCRAFT 1. The following replaces Paragraph (2) of Ex- clusion 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) Fifty feet long or less; and (b) Not being used to carry any person or property for a charge. 2. The following is added to Paragraph 2. of SECTION II — WHO IS AN INSURED: Any person or organization that, with your ex- press or implied consent, either uses or is re- sponsible for the use of a watercraft that you do not own that is: (1) Fifty feet long or less; and (2) Not being used to carry any person or property for a charge. M. INCREASED SUPPLEMENTARY PAYMENTS 1. The following replaces Paragraph 1.b. of SUPPLEMENTARY PAYMENTS — COVER- AGES A AND B of SECTION I — COVER- AGES: b. Up to $2,500 for cost of bail bonds re- quired because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to fur- nish these bonds. 2. The following replaces Paragraph 1.d. of SUPPLEMENTARY PAYMENTS — COVER- AGES A AND B of SECTION I — COVER- AGES: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. N. KNOWLEDGE AND NOTICE OF OCCUR- RENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim or Suit, of SECTION IV — COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: e. The following provisions apply to Paragraph a. above, but only for the purposes of the in- surance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section II — Who Is An Insured: (1) Notice to us of such "occurrence" or of- fense must be given as soon as practica- ble only after the "occurrence" or offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your trustees who is an individual (if you are a trust), any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, limited liability company or trust) or any "employee" authorized by you to give notice of an "occurrence" or offense. (2) If you are a partnership, joint venture, lim- ited liability company or trust, and none of your partners, joint venture members, managers or trustees are individuals, no- tice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a) Any individual who is: (i) A partner or member of any part- nership or joint venture; (ii) A manager of any limited liability company; (iii) A trustee of any trust; or (iv) An executive officer or director of any other organization; that is your partner, joint venture member, manager or trustee; or (b) Any "employee" authorized by such partnership, joint venture, limited li- ability company, trust or other organi- zation to give notice of an "occur- rence" or offense. (3) Notice to us of such "occurrence" or of- fense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as prac- ticable after any of the persons described Page 6 of 7 © 2013 The Travelers Indemnity Company. All right reserved. CG D4 67 07 13 Includes copyrighted material of Insurance Services Office, Inc. with its permission. in Paragraphs e.(1) or (2) above discov- ers that the 'occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this policy includes an endorse- ment that provides limited coverage for "bod- ily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a re- quirement that the discharge, release or es- cape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. O. UNINTENTIONAL OMISSION The following is added to Paragraph 6., Repre- sentations, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The unintentional omission of, or unintentional er- ror in, any information provided by you which we COMMERCIAL GENERAL LIABILITY relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect addi- tional premium or to exercise our rights of cancel- lation or nonrenewal in accordance with applica- ble insurance laws or regulations. P. REASONABLE FORCE — BODILY INJURY OR PROPERTY DAMAGE The following replaces Exclusion a., Expected Or Intended Injury, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: a. Expected or Intended Injury or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the in- sured. This exclusion does not apply to "bod- ily injury" or "property damage" resulting from the use of reasonable force to protect any person or property. CG D4 67 07 13 © 2013 The Travelers Indemnity Company. All right reserved. Page 7 of 7 Includes copyrighted material of Insurance Services Office, Inc. with its permission. INSURED POLICY#: Paragon Partners, LTD BA8M31236ATCT19 POLICY PERIOD: 01/01/2019 TO: 01/01/2020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following:. BUSINESS AUTO COVERAGE FORAM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. 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 the 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. Limitations and exclusions may apply to these coverages. 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. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS F. HIRED AUTO — LIMITED WORLDWIDE COVERAGE — INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE — GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — LIABILITY COVERAGE: Any organization you newly acquire or form during the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only until the 160th day after you acquire or form the organization or the end of the policy period, whichever is earlier. B. BLANKET ADDITIONAL INSURED The 'following Is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT J. PERSONAL EFFECTS K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS as an additional insured for Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSINESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: CA T3 53 48 17 0 2016 The Travelers Indemnity Company. All rights reserved. Pagel of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission COMMERCIAL AUTO (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". D. EMPLOYEES AS INSURED The following Is added to Paragraph A.1., Who Is An Insured, of SECTION II — LIABILITY COVERAGE: Any "employee" of yours is an "Insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION II — LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4), of SECTION II — LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "Insured" at our request; including actual loss of earnings up to $500 a day because of time off from work. F. HIRED AUTO — LIMITED WORLDWIDE COVERAGE — INDEMNITY BASIS The following replaces Subparagraph e. in Paragraph B.7., Policy Term, Coverage Territory, of SECTION IV — BUSINESS AUTO CONDITIONS: e. Anywhere in the world, except any country or jurisdiction while any trade sanction, embargo, or similar regulation imposed by the United States of America applies to and prohibits the transaction of business with or within such country or jurisdiction, for Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. (1) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (a) You must arrange to defend the "insured" against, and investigate or settle any such claim or "suit" and keep us advised of all proceedings and actions. (b) Neither you nor any other involved "insured" will make any settlement without our consent. (c) We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". (d) We will reimburse the "insured": (i) For sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "insured" pays with our consent,, but only up to the limit described in Paragraph C., Limit Of Insurance, of SECTION II — LIABILITY COVERAGE; (ii) For the reasonable expenses incurred with our consent for your investigation of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Paragraph C., Limit Of Insurance, of SECTION II — LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance In payments for damages, settlements or defense expenses. (2) This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess contingent or on any other basis. (3) This insurance is not a substitute for required or compulsory insurance in any country outside the United States, its Page 2 of 4 0 2016 The Travelers Indemnity Company. All rights reserved. CA T3 53 0$ 17 Includes copyrighted material of Insurance Services Office, Inc. with its permission territories and possessions, Puerto Rico and Canada. You agree to maintain all required or compulsory Insurance In any such country up to the minimum limits required by local taw. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory insurance requirements. (4) It is understood that we are not an admitted or authorized insurer outside the United States of America, Its territories and possessions, Puerto Rico and Canada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. COMMERCIAL AUTO Personal Effects We will pay up to $400 for "loss" to wearing apparel and other personal effects which are: (1) Owned by an "insured", and (2) In or on yourcovered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Effects coverage. K. AIRBAGS The following is added to Paragraph B.3.; Exclusions, of SECTION III — PHYSICAL DAMAGE COVERAGE: G. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deductible, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto' will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF L. USE — INCREASED LIMIT The following replaces the last sentence of Paragraph A.4.b., Loss Of Use Expenses, of SECTION III -- PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident'. I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Paragraph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVERAGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense incurred by you because of the total theft of a covered "auto' of the private passenger type. M. J. PERSONAL EFFECTS The following is added to Paragraph AA., Coverage Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto' you own that inflate due to a cause other than a cause of 'loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto' is a covered "auto" for Comprehensive Coverage under this policy; b. The airbags are not covered under any warranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one 'loss". NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representative prompt notice of the "accident' or "loss" applies only when the "accident" or "loss" is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability company); (d) An executive officer, director or insurance manager (if you are a corporation or other organization); or (e) Any "employee" authorized by you to give notice of the "accident' or "loss". BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.S., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDITIONS: CA T3 53 08 17 ® 2018 The Travelers Indemnity Company. All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission COMMERCIAL AUTO 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of.recove.ry we may have against any person or organization to the extent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract, N, UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.Z., Concealment, Misrepresentation, Or Fraud, of SECTION IV — BUSINESS AUTO CONDITIONS: The unintentional omission of, or unintentlonal error in, any information given by you shall not prejudice your rights under this insurance. However this provision does not affect our right to collect .additional premium or exercise our right of cancellation or non -renewal. Page 4 of 4 0 2016 The Travelers Indemnity Company. All rights reserved. CA T3 53 08 17 Includes copyrighted material of Insurance Services Office, Inc. with its permission INSURED: Paragon Partners, LTD POLICY ##: 6308M317170TCT19 POLICY PERIOD: 01/01/2019 TO 01/01/2020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY - NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice of Cancellation: 30 If we cancel this policy for any statutorily 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 the schedule above. We will mail such notice to the address shown in the schedule above at least the number of days shown for cancellation in the schedule above before the effective date of cancellation. IL T4 05 03 11 © 2011 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 City of Newport Beach, City PERSON OR ORGANIZATION: Atty's Office - Aaron C. Harp 100 Civic Center Drive Newport Beach, CA 92660-0000 ADDRESS: The City of Newport Beach, its officers, officials, employees and volunteers are named additional insured asrespects operations of the named insured per attached endorsements. Coverage is primary & non-contributoryper attached endorsements. Waivers of subrogation attached. 30 day NOC and 10 day NOC for non-paymentprovisions apply on the referenced Package Policy # 72UUNHB5671, per the attached. PROVISIONS: If we cancel this policy for any statutorily 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 the schedule above. We will mail such notice to the address shown in the schedule above at least the number of days shown for cancellation in the schedule above before the effective date of cancellation. IL T4 05 03 11 © 2011 The Travelers Indemnity Company. All rights reserved. Page 1 of 1