HomeMy WebLinkAboutDAWG, INC. DBA THE BEST IRSINSURANCE ON FILE
WORK MAY PROCEED
T(1. INSURANCE EXPIRES
CLERK OF COUNCIL
GATE;
® �{ 1'W AGREEMENT WITH DAWG, INC., DBA THEBESTIRS FOR TEMPORARY
i 6a STAFFING
THIS AGREEMENT is made and entered into this 25th day of May, 2018 by and between
DAWG, Inc., an Arizona corporation, doing business as TheBestIRS ("Consultant"), and the City
of Santa Ana, a charter city and municipal corporation organized and existing under the
Constitution and laws of the State of California ("City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
providing temporary staffing in the area of worker's compensation claims administration.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform during the term of this Agreement, the tasks. and obligations
regarding this consultation required to fully and adequately complete the services described and
set forth in Exhibit A, attached hereto and incorporated by reference.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for
City, the rates and charges identified in Exhibit A. The total amount to be expended
under the term of this agreement shall not exceed $25,000.
b. Payment by City shall be made within 45 days (forty-five) days following receipt of
proper invoice evidencing work performed, subject to City accounting procedures.
Payment need not be made for work which fails to meet the standards of performance
set forth in the Recitals which may reasonably be expected by City.
3. TERM
This Agreement shall commence on the date specified above and shall terminate on May
24, 2019, unless terminated earlier in accordance with Section 15, below. There shall be an
optional one (1) year renewal exercisable at the sole discretion of the City and subject to
Consultant's approval.
Page 1 of 8
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer-employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Consultant
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Consultant shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Consultant shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant
shall require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard to
Documents & Data which were provided to Consultant by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance, Consultant shall maintain commercial
general liability insurance naming the City, its officers, employees, agents,
volunteers and representatives as additional insured(s) and shall include, but not be
limited to protection against claims arising from bodily and personal injury,
including death resulting therefrom and damage to property, resulting from any act
or occurrence arising out of Consultant's operations in the performance of this
Agreement, including, without limitation, acts involving vehicles. The amounts of
insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property
damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the
aggregate. Such insurance shall (a) name the City, its officers, employees, agents,
Page 2 of 8
and representatives as additional insured(s); (b) be primary and not contributory
with respect to insurance or self-insurance programs maintained by the City; and
(c) contain standard separation of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include
coverage for owned, hired and non -owned automobiles.
C. Worker's Compensation Insurance. In accordance with the provisions of Section
3700 of the Labor Code, Consultant, if Consultant has any employees, is required
to be insured against liability for worker's compensation or to undertake self-
insurance. Prior to commencing the performance of the work under this
Agreement, Consultant agrees to obtain and maintain any employer's liability
insurance with limits not less than $1,000,000 per accident.
d. If Consultant is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
e. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
i. Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
ii. Certificates of insurance shall be fumished to the City upon execution of
this Agreement and shall be approved by the City.
iii. Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty
(30) days prior written notice to the City.
iv. Where the amounts or coverage provided by the certificates of insurance
provides coverage greater than those listed by this Agreement, the amounts
provided by the certificates of insurance shall be incorporated by reference
into the Agreement.
Consultant shall supply City with a fully executed additional insured
endorsement.
f. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has
been procured and is in force and paid for, the City shall have the right, at the City's
election, to forthwith terminate this Agreement. Such termination shall not affect
Consultant's right to be paid for its time and materials expended prior to notification
of termination. Consultant waives the right to receive compensation and agrees to
indemnify the City for any work performed prior to approval of insurance by the
City.
Page 3 of 8
7. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, contractors, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
negligent operations of the Consultant, its subcontractors, agents, employees, or other persons
acting on its behalf which relates to the services described in section 1 of this Agreement, and (2)
from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and
hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial
or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant
further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
fees and costs for special counsel to be selected by the City, regarding any action by a third party
challenging the validity of this Agreement, or asserting that personal injury, damages, just
compensation, restitution, judicial or equitable relief due to personal or property rights arises by
reason of the terms of, or effects arising from this Agreement. City may make all reasonable
decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing,
to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity
shall be limited, to the extent required by Civil Code Section 2782.8, to claims thatariseout of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
8, INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and
employees against any and all liability, including costs, for infringement of any United States'
letters patent, trademark, or copyright infringement, including costs, contained in the work product
or documents provided by Consultant to the City pursuant to this Agreement.
9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Consultant under this Agreement. All such records and
invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Consultant under this Agreement.
Page 4 of 8
10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees that
it shall not use or disclose such infonnation except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
Consultant disclosed in a publicly available source; (e) is in rightful possession of the Consultant
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
is independently developed by the Consultant without reference to information disclosed by the
City.
11. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any marmer with performance of services specified under this
Agreement.
12. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
employment related activities. Consultant affirms that it is an equal opportunity employer and shall
comply with all applicable federal, state and local laws and regulations.
13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the terns
of this Agreement shall prevail. This Agreement may not be modified except by written instrument
signed by the City and by an authorized representative of Consultant. The parties agree that any
terms or conditions of any purchase order or other instrument that are inconsistent with, or in
addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each
party to this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
party, which is not embodied herein.
Page 5of8
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other consultants retained by City.
15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of
termination, subject to the following conditions;
a. As a condition of such payment, the Executive Director may require Consultant to
deliver to the City all work product(s) completed as of such date, and in such case
such work product shall be the property of the City unless prohibited by law, and
Consultant consents to the City's use thereof for such purposes as the City deems
appropriate.
b. Payment need not be made for work which fails to meet the standard of
performance specified in the Recitals of this Agreement.
MIMIMlr/D1;7
No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or
remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
17. JURISDICTION -VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
18, PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and
Page 6 of 8
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
19. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs Arid
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
20. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City,
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714-647-6956
With courtesy copies to:
Executive Director,
Human Resources
City of Santa Ana
20 Civic Center Plaza (M-24)
P.O. Box 1988
Santa Ana, California 92702
Fax: 714-647-6930
To Consultant:
DAWG, Inc dba TheBcstIRS
15685 North Cave Creek Road #200
Phoenix Arizona $�5�4�2
Fax:
Fax:
Sonia R. Carvalho
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Fax: 714-647-6515
Page 7 of 8
N-2018-099
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST: CIT OF SANTA A�
I
M ria D. Huizar Rau Godinez II
Clerk of the Council City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
LAURA A. ROSSINI
Senior Assistant City Attorney
FOR APjPIOVAL:
Human Resources Department
CONSULTANT:"
m�a�cr
Page 8 of 8
r
EXHI BIT A — Scope of Services
S(,OpOvSF1'.ltv1Cm. The services to be provided by TheBegtlRS include but are not limited to:
Tr npnordi+y tfnfflnn: TheBestIRS shall recruit, screen, place and employ temporary workers (each, a
"Temporary Employee") as requested by Customer in writing in a Statement of Work. In relation to
Temporary Employees, TheBestlRS shall distribute payroll, withhold and pay all payroll taxes, file all
applicable federal, state and local employment and withholding tax forms and returns, and provide
required insurance (including workers compensation insurance). TheBestlRS shall also require
Temporary Employees to sign agreements acknowledging that they are not entitled to holidays,
vacations, disability benefits, insurance, pensions, retirement plans, or any other benefits offered or
provided by Customer and require Temporary Employees to sign confidentiality agreements before they .
begin their assignments with Customer.
b. CtLa(ptrzaiRoctnir I'fo t r , "t Liffln. Temporary Employees also include any individual recruited
by Customer and placed by TheBostIRS (each also a "Temporary Employee"), A Temporary Employee
Is considered "customer recruited" if at no time prior to TheBestlRS receiving notice from Customer
regarding the Individual's interest in working at Customer, has TheBestMs received an application from, _
interviewed, or presented the individual to Customer for possible placement. Once the individual is
Identified by Customer and the information communicated to TheBestlRS, TbaBestlRS shall complete
the application process and perform services In relation to the individual in accordance with this
Agreement, specifically Section I (a). Any Temporary Employee who is not recruited in accordance with
this Section t(b) shall not be considered "customer recruited."
c, dun fa if ire. In rotation to Temporary Employees, Customer hag the opportunity to hire Temporary
Employees directly in accordance with the torms and stated conversion fees as provided on Attachment
A.
Exhibit B - conlocilli tiloll
OMPENS&TYIN 19 Tb etl '. TheBestlRS shall be compensated for its services in accordance with the
schedules set out on Attachment A for Temporary Staffing services.
rPayiIjoillr all LVt s If a Temporary Employee is required to work varied hours, theft such schedule, and
any corresponding overtime, shall be approved and paid by Customer at overtime rates as required under applicable
state or federal law.
Payment Terms. Customer will be invoiced weekly. Payment is due Net 45 days from the invoice date. Invoices will
be supported by the pertinent time sheets or other agreed system for documenting time worked by the Temporary
Employees. Customer's signature or other agreed method of approval of die work time submitted for Temporary
Employees certifies that the documented hours are correct and authorizes TheBestlRS to bill Customer for those hours.
If a portion of any invoice is disputed, Customer will pay the undisputed portion and contact ThoBesM immediately
to discuss any disputed amounts. Any applicable conversion fee, direct hire fee, or dedicated resource charges will be
stated separately on the invoice but are also due immediately upon receipt of the invoice. Payment shall be made by
either ACH, cashier check or book wire transfer. If payment is refused by Customer's bank for any reason, Customer
agrees to pay any bank or other service charges imposed upon TheBestlRS. E-mail
Accounting®TheBestIRS.com for billing inquiries.
Failure to Pay. If Customer fails to pay any fees, charges, conversion fee, direct hire fee, or other monies to
TheBestIRS, when due, it will be considered a material breach of this Agreement and TheBestIRS may immediately
terminate this Agreement,
Administration Charge. If payment is not made when due, Customer shall pay TheBestlRS, in addition
to all other amounts due, a three percent (3%4) administration charge on the delinquent amount. In
addition, Customer shall pay one and one-half percent (1'/x%) of the delinquent amount for each thirty
(30) day period that the unpaid balance remains outstanding, but in no event shall the amount exceed
the lawful rote of interest.
Billbte Adlusttucpgg TheBeotlRS may renegotiate and adjust the Billing Rates after the Initial Period and upon the
yearly anniversary date, each year this Agreement is in effect, by providing thirty (30) days' prior written notice to
Customer. TheBestlRS retains the right to modify the payment terms as TheBestlRS deems reasonable and in light
of Customer's ability to pay, to require, among other things, payment prior to the provision of services based on the -
invoice for the previous pay period. All payments will be applied to the most recent invoice issued to Customer.
TheBestlRS retains the right to apply any overpayment to the subsequent invoice issued to Customer.
1, Billing Rates. In consideration for the services rendered under this Agreement, Customer agrees to pay in
accordance with the following payment terms:
a. TheBestlRS Recruited Temporary Staffing. ThcBestlRS shall charge and Customer shall pay the actual
Temporary Employee pay rate, including any commissions earned, plus a standard mark-up for each
Temporary Employee recruited and placed by TheBestlRS in accordance with the following pricing
structure chart:
PercentageMark-Ip on all TemporaryEmployee
-Com Commissions
ll including
t:SS
Overtime will be calculated according to applicable federal, state, or local regulations where the
Temporary Employee is located and Customer shall pay such overtime rates. If statutorily required
payments (including taxes or statutorily required insurance) are increased, Customer agrees to pay such
increased charges, Should the services provided require* the payment of a sales or excise tax in the
jurisdiction where the services are performad, Customer agrees to pay such sales or excise taxes,
b. Customer Recruited Temporary Staffing, ThaBestIRS shall charge and Customer shall pay the actual
Temporary Employee pay rate, including commissions, plus a standard mark-up of 1.35 per each
Temporary Employee recruited by Customer and placed by TheBestlRS. Overtime will be calculated
according to applicable federal, state, or local regulations where the Temporary Employee is located and
Customer shall pay such overtime rates. If statutorily required payments (including taxes or statutorily
required insurance) are increased, Customer agrees to pay such increased charges. Should the services
provided require the payment of a sales or excise tax in the jurisdiction where the services are performed,
Customer agrees to pay such sales or excise taxes,
Continued on next page
ATTACHMENT A
TEMPORARY SERVICES COMPENSATION TO TheBesdRS
a. Temp to Hire (Conversion Fee). Customer acknowledges and agrees that ThoBestIRS has invested
significant time and money into identifying, recruiting, and placing Temporary Employees. Customer "
mrderstands that the purpose of this conversion fee is to compensate ThoBeatIRS for such investment
and to allow Customer to hue individual Temporary Employees directly. As aresult, if Customer decides
to convert a Temporary Employee to a direct employee of Customer, Customer agrees to contact
TheBestIRS to discuss the conversion process and conversion fee prior to offering the Temporary
Employee a position and pay a conversion fee to ThoBestlRS based on the following schedule:
Number of Hours Worked by Temporary
Employee and Paid for by Customer
Percentage of Temporary Employee's
Annualized Salary to be Paid by Customer to
TheBostlRS
Less than 160
20% of annuetizod salary
161-320
1S% of annualized salary
_
321-480
100/0 of annualized solary
481-640
5% of annualized sale
640+
No fee
Consecutive assignments separated by less than 2 weeks will be considered the same assignment for the
accumulation of 640 hours towards the conversion to a Customer employee.
In addition, if Customer employs or utilizes the services of a Temporary Employee as a direct employee,
an independent contractor, or through another temporary staffing company or outsourcing service within
six (6) months from the end of the Temporary Employee's assignment or from the termination of this
Agreement for any reason, Customer agrees to pay TheBastlRS 20% of the Temporary Employee's
annualized salary as a conversion fee. This temp to hire arrangement is solely for the purpose of
converting individual Temporary Employees to direct hiss of Customer and any mass conversion (more
than two (2) Temporary Employees In any thirty (30) day period) is prohibited unless authorized in
writing in advance by TheBestiRS.
DAWGINC-01
SRC CERTIFICATE OF LIABILITY INSURANCE j °" 10
I DB/09oslz018ls
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($), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT., If the certificate holder Is an ADDITIONAL INSURED, the policy(los) 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
PRODUCER
DAWG, Inc. dha ThoSestlRS
18588 N. Cave Crook Rd #200
Phoenix, AZ 88032
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