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HomeMy WebLinkAboutSENSEMAKERS, LLCINSURANCE ON FILE N-2019-159 lh'ORK MAY PROCEED UNTIL INSURANCE EXPIRES CLERK 0 GQq NCIL DATE' Li (J 4 2019 PROFESSIONAL SERVICES AGREEMENT ® TO PROVIDE GRANT PROJECT & FISCAL COORDINATOR SERVICES �o.ntc��t Cowa/� THIS AGREEMENT, made and entered into this 8th day of August, 2019 by and between SENSEMAKERS, LLC, a California limited liability company (hereinafter "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 (hereinafter "City"). RECITALS A. City, acting through the Santa Ana Police Department in its capacity as a Core City and lead agency for the Anaheim / Santa Ana Urban Area under the Urban Areas Security Initiative ("UASI" ), has applied for, received and accepted a grant from the federal Department of Homeland Security, Office of Domestic Preparedness, through the State of California, Office of Emergency Services, to enhance countywide emergency preparedness, hereinafter referred to as "the Grant". B. The City, through a prior agreement (A-2018-200) with Consultant, retained an expert in providing Project and Fiscal Coordinator — Grant Management Services. City seeks to maintain this service for one month of service paid for directly by the City. C. Consultant represents that it has the necessary skills and experience to provide assistance in developing grant applications, invoicing and processing payment documents in compliance with grant policies, and maintaining guidelines and polices required by grant providers. D. 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 develop and provide grant management services as set forth in Exhibit A, attached hereto and incorporated by this reference. All services required hereunder shall conform in all respects to standards and regulations for funding by the U.S. Department of Homeland Security, and the California Office of Emergency Services. Consultant will be responsible for continued training to remain current on the management and reporting obligations required of the various Homeland Security Grant funds. 2. COMPENSATION a. The total sum that can be expended during the term of this Agreement (September 1, 2019 through September 30, 2019) shall not exceed $16,000 for these services. City agrees to reimburse Consultant for costs for training and travel which has been pre -approved, in writing, by City which may go above the total not to exceed amount referenced in this section. b. Payment by City shall be made within thirty (30) 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. USE AND OWNERSHIP OF DOCUMENTS It is understood by and agreed to between the parties that all written papers or materials prepared pursuant to this Agreement, paid for with Grant funds, or composed utilizing information provided by Santa Ana, shall be the property of Santa Ana and shall be delivered to Santa Ana upon completion of the services hereunder. 4. TERM This Agreement shall commence on September 1, 2019 and terminate on September 30, 2019, unless terminated earlier pursuant to Section 13, below. 5. 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. 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 which 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. Such insurance shall (a) name the City, its officers, employees, agents, volunteers 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. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 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. c. 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 furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall riot be canceled without thirty (30) days prior written notice to the City. Ten (10) days notice if cancellation is due to non-payment of premium. d. 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. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, and special counsel from liability for personal injury, or just compensation, arising out of claims fbr personal injury, including death, and claims for property damage, to the extent they arise from the negligent or willful misconduct in the performance of operations or errors or omissions of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement. S. CONFIDENTIALITY If Consultant receives front the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; let 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. 9. 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 manner with performance of services specified under this Agreement. 10. 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 telefacsimile 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 Telefacsimile(714) 647-6956 With courtesy copies to: Santa Ana Police Department UASI / Homeland Security Division 60 Civic Center Plaza P.O. Box 1981 (M-97) Santa Ana, California 92702 Attn: Kanan Blake Email: kblake@santa-ana.org Telefacsimiie (714) 245-8098 To Consultant: Sensemakers, LLC Attn: James Bailey, President and CEO 2401 E. Katella Ave., #610 Anaheim, CA 92806 Office: 657-223-8532 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 telefacsimile, 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. II. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate Consultant nor 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 are not embodied herein. 12. 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. 13. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In the event that grant funding is not secured, City has the right to terminate the Agreement immediately upon exhaustion of the grant funds. 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 Chief of Police may require Consultant to deliver to the City all work product 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 that fails to meet the standard of performance specified in the Recitals of this Agreement. 14. 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. 15. JURISDICTION - VENUE 'Phis 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. 16. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. CONSULTANT CERTIFICATIONS a. Debarment and Suspension — Contractor will comply, and all its contractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of 1973 (Handicapped) - All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal finds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified handicapped person shall, solely by reason of handicap be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. The Contractor agrees it will ensure that requirements of The Act shall be included in the agreements with and be binding on all of its contractors, subcontractors, assignees or successors. C. Americans with Disabilities Act of 1990 - (ADA) Contractor must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d. Lobbying and Political Activity - None of the funds, materials, property, or services provided directly or indirectly under this agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". e. Contractor will comply with all applicable lobbying prohibitions and laws, including those found in United States Code "title 31, § 1352, et seq., and agrees that none of the fiords provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal actionconcerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f. Contractor will comply, and all its contractors will comply, with all requirements of the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non -Discrimination and Equal Opportunity - Contractor will comply, and all its contractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title It of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non-Discrirni nation Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Contractor will forward a copy of the findings to CITY which will, in turn, submit the Findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its contractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its contractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its contractors will comply, with all requirements of the Copeland "Anti -Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contractor will comply, and all its contractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a-7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. 1. Contractor will comply, and all its contractors will comply, with all requirements of Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. M. Contractor will comply, and all its contractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. n. Contractor will comply, and all its contractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871), (.53 FR 8078, 8087, Mar, 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its contractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. p. Contractor will comply with the Federal Water Pollution Control Act (33 U.S.C. 1251- 1387) as applicable. q. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. r. Pursuant to 2 CFR section 200.315, Contractor may copyright any work that is subject to copyright and was developed, or for which ownership was acquired, under a Federal award. 'The Federal awarding agency reserves a royalty -free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use the work for Federal purposes, and to authorize others to do so. The Federal government has the right to: (1) Obtain, reproduce, publish or otherwise use the data produced under a Federal award; and (2) Authorize others to receive, reproduce, publish, or otherwise use such data for Federal purposes. Contractor will provide information pursuant to 2 CFR section 200.315(e) for response to a Freedom of Information Request when applicable. S. Contractor will comply with the provisions of 2 C.F.R. section 200.315 regarding the use of intangible property. t. Contractor will comply with all applicable local, state and federal statutes, codes and regulations regarding the use of state or federal grant funds and property acquired with those grant funds. U. If the product is defective, does not function as represented or advertised, City is entitled to either a full refund of the purchase price or replacement of the product for a new product at the City's election. 18. 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 and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: �.MEZ Council APPROVED AS TO FORM: SON R.CARVALHO City Att M B A' au TAMAKABOGOSIAN Assistant City Attorney RECOMMENDED FOR APPROVAL: VALENTIN Chief of Police CITY OF SANTA ANA, a municipal Corporation of the State of California kf6STINE RIDGE City Manager SENSEMAKERS,LLC JAMES BAILEY President and CEO EXHIBIT A JOB DESCRIPTION GRANT PROJECT & EISCAL COORDINATOR July 9, 2019 Commander Michael Claborn Santa Ana Police Department Field Operations Bureau - Support Division 60 Civic Center Plaza Santa Ana, CA 92701 Re: Grant Project & Fiscal Coordinator Services, Contract #A-2018-200 Extension Quote Commander Claborn; SenseMakers, LLC. (SenseMakers) appreciates the opportunity to provide the City of Santa Ana with our price quote for services for the position of Grant Project & Fiscal Coordinator. Please see the following costing table for details to provide the requested services for the month of September 2019, on a Time and Material basis. Grant Project & Fiscal Coordinator— $68.92 200 $13,784.00 Regular Hours _ Grant Project & Fiscal Coordinator— $103.38 20 $2,067.60 Overtime Rate COST SenseMakers appreciates the opportunity to be of service to the City of Santa Ana. Please do not hesitate to contact me at 760-S21-S087 or jim@sensemakerslic.com if you have any questions pertaining to this proposal. Respectfully Submitted, James E. Bailey Managing Partner 2401 East Katella Avenue, Suite 610 1 Anaheim, California 92806 1657.223.8532 CERTIFICATE OF LIABILITY INSURANCE m14 IFI UFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.TTHIS 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. If SUBROGATION IS WAIVED, subject to the terms and conditions of this certificate does not confer rights to the certificate holder in lieu of PRODUCER Cornish Insurance 8816 South Sepulveda Blvd, Ste 108 Los Angeles CA 90045 INSURED Sensemakers LLC 2401 East Katells Ave Ste 610 Anaheim CA 92806 I must have ADDITIONAL INSURED Provisions or be endorsed. certain Policies may require an endorsement. A statement on THIS IS TO CERTIFY THAT THE POUCIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSUREDENAIMED FOR THE POLICY PERIOD NUMBER - ABOVE INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO WHICH THIS TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. OMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILSR TYPEOFMSURANCE MMYNUMBER POLICY YEXP COMMERCIALGEMERALLMaIL1Ty LIMITS 1554951 Ht128MOte 11/28/2019 EACH1,000,000 CLAWS -MADE ©OCCUR OCCURRENCE s I PRE SES Eumarenm $50,000 COL- Per r Oxuranee a A PrOfaesienel - Claims Made MED EXP sae $5,000 OEN AGGREGATE UMRgPPUE9 PER: I PERSONAL S ADV INJURY $ 1,000,000 PCKCY❑ PRO. GENERAL AGGREGATE s2,000,000OTRET ED LOC PRODUCTS-COMPIOPAGG $1,000,000 AUTOMOBILELMSILITY CX 1554951 I S ANY AUTO 11/2&2018 11/28/2019 E a s 1,000,000 leas 1 OWNED BODILY INJURY (Par parson) S A AUTOS ONLY AUTOS NON-OWNED BODILY INJURY(Paraodw) S AUTOS ONLY AUTOS ONLY PPRO aER YY �AMAORdern § UMBRELLA LIAO OCCUR S EXCESS LIAR CLAIMS-LMDE EACH OCCURRENCE S § OED RETENTION AGGREGATE AWORKERS COMPENSATION B NDWLOYES-LAWUECUTIVE i E OFFICERIMEMBEREXCLUDED?R NIA A09599357 05/09/2019 0EMS220 § EL EACH gCCIOEM f1,000,000 (YMaatory M NNI ayea, 0NOF'nd E.L.OMEASE-EAEMPLOYE S 1,000,000 SCRIPT N OF OPERATIONS O SCRIPT '. EL DISEASE. POLICY UNIT $1,000,000 S(M DESCRIPTION OF OPERATIONS I LOCATIONS I VEHIC IES(AICORD 101, AtlGdonal Remarks Schedule, may v, attached X more space M npuYad) THE CITY OF Santa Ana, IT'S OFFICERS,EMPLOYEES,AGENTS, AND REPRESENTATIVE ARE NAMED AS ADDITIONAL INSURED IN REGARDS TO GENERAL LIABILITY PER ATTACHED CG2015 11 88 ADDITIONAL INSURED FORM. Cancellation: Certificate of Insurance shall provide thirty (30) day prior written notice Of Cancellation CERTIFICATE HOLDER Irn Mrc, , .r,..., CITY OF SANTA ANA By RIS ANAGEMENT DIVISIC Risk Management Division 20 CIVIC CENTER PLAZA 4th Floor � 2 g 2019 SANTA ANA, CA 92701 SAM THA M. LAMBERT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Blake Cornish 0711912019 ACORD 25 2016/03 ©1988-2015 ACORD CORPORATION. All rights ( ) The ACORD name and logo are registered marks of ACORD Produced using Fortes Boss Web Software. ww.v.Formsaosa.ccm (d impmeelve PUCiishing 800.208-1977 August 23, 2019 City of Santa Ana Risk Management Division 20 Civic Center Plaza, 4th Floor Santa Ana, CA 92702 RE: Anaheim/Santa Ana UASI Agreement A-2016-253 To whom it may concern; In response to SenseMakers LLC (SenseMakers) providing an automobile liability policyfor the above referenced contract, SenseMakers does not own any automobiles. Should SenseMakers acquire any vehicles for the duration of this contract, SenseMakers will: (1) purchase any owned or all owned automobile insurance; (2) shall be primary, and any insurance carried by the City of Santa Ana shall be excess and noncontributory. Sincerely, James E. Bailey President and CEO 2401 E. Katelb AvenuePC e610, naheirn,Q/0 CA 92806 1657.223,8532 1 mmsensemaker5l1c.com UNITED STATES LIABILITY. INSURANCE GROUP WAYNE, PENNSYLVANIA This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM BLANKET ADDITIONAL INSURED SECTION II— LIABILITY; C. Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) for whom you are performing "your work" under a written contract or agreement, that requires such person(s) or organization(s) to be added as an additional insured on your policy. Such person(s) or organization(s) is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" occurring after the effective date of such contract or agreement that is caused, in whole or in part by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf; in the performance of"your work" for tine additional insured Coverage for an additional insured under this endorsement ends when "your work" for that additional insured ends or is put to its intended use by any person or organization. SECTION H — LIABILITY; B. EXCLUSIONS, 3. Applicable To Both Business Liability COVCCflgC And Medical EXpensee Coverage. amended to add 'tile following with respect to Coverage, tS this endorsement only: There is no coverage under this endorsement for loss or expense, including but not limited to the cost of defense for "bodily injury" or "property damage" or "personal and advertising injury" occurring: a. After all of "your work", including materials, parts or equipment fivnished in connection with "your work" and performed under the above referenced written contract(s) or agreement(s) has ended; or b. When that portion of "your work" out of which the "bodily injury", "property damage" or "personal and advertising injury" arises and performed under the above referenced written contract(s) or agreement(s) has been put to its intended use by any person or organization; whichever occurs first. All other terms and conditions of this policy remain unchanged. This endorsement is a pall of Your policy and takes effect on the effective date of your policy unless another effective date is shown. BP 134 (06-09) Page 1 of t �l9 ENDORSEMENT #6 This endorsement, issued by United States Liability Insurance Company to SENSEMAKERS, LLC forms a part of Policy Number CX 1564961 effective on 6/12/2019 (MO. DAY YR.) at 12:01 A.M. Add/Remove/Amend Businessowners Additional Insured Endorsement In consideration of a flat and fully earned additional premium of $50 it is hereby agreed that the following is(are) added to the Policy: 1312-134 06/09 - Blanket Additional Insured All other terms and conditions of this Policy remain unchanged. ADD REM (03-01) 9 CITY OF SANTA ANA RISK MANAGEMENT. trCG&e. ad HUMAN RESOURCES NIP ItaCIing Risk, zt -04 Vp PoIfttve Oijjrarfe ADDITIONAL INSURED ENDORESEMENT Insurance Company: United States Liability Insurance Company This endorsement modifies such insurance as is afforded by the provisions of CX 1554951 Policy relating to the following 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents and volunteers are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. Completion of the following, including countersignature, is required to make this endorsement effective. 08/20/2019 Effective CX1554951 Policy # Sensemakers LLC Issued to kl Risk MgmtVnsurance Requirei this endorsement form as a part of (Named Insured) by A orized Representative Bement 08.152019 CERTIFICATE OF LIABILITY INSURANCE DATE 1HIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS. NO RIGHTS UPON THE CERTIFICATE HO/LDER.ITHlS 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, ....• —. „ . 4 FLmcare nomor is sa ADDITIONAL INSURED,the poli If SUBROGATION I$ WAIVED, subject to the terms and Conditions of the p this certificate does not confer rights to the certificate holder In lieu of such PRODUCER Cornish Insurance NAt PHI $816 South Sepulveda Blvd, Ste 108 "fit Los Angeles CA 90045 _aoi _ ..__..._......._......._._..... _- I INSURED -NSI - Sensemakers LLC tNT 2401 East Kafoila Ave Ste 610 ANSI Anaheim CA 92606 ilst THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BI INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CC CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. I Wire sunmm, an a" CLAIMS -MADE OCCUR I CGL- Per OGCarmce _ .- A Professional -Claims Made 6EN'L AGGREGATE LIMIT APPI ES PER: POLICY � JEC,T L00 OTHER ANY NYAUO AUTOS LYAWOMOUILELIASILIY T A'3D AUHEOEU HIRE0} AUT9 ONLY NONEOWNED ALIT Oa ONLY UMBRELLA. LIPS OCCUR 2XCP89 LIpB__ _ CU11MS-MADE` ORD RETENTIONS WORKERS COMPENSATION AND WFLOYERV UAEILnY YIN B ANYPAOPRIETORIPARTNEWEk�UnY Iy1i, OFFICER(MEMBP.REXGLUDEDY tIY I�NIA I must have ADDITIONAL INSURED provisions or he endorsed. certain policies may. require an endorsement. A Statement on OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT To WHICH PERIODTHIS:D BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERM$, REED REDUCED SY PAT) r:l AIMP t VEHIC4ES (AOgRO YU1, gdditianal Ramarka Sohetleta, may beattgchetl ICmnta apace is ITHE CITY OF Santa Ana,. IT'S OFFICERS,EMPLOYEES,AGENTS, AND REPRESENTATIVE ARE NAMED AS ADDITIONAL INSURED IN :'REGARDS TO GENERAL LIABILITY PER ATTACHED CG201611 88 ADDITIONAL INSURED FORM. Cancellation: Certificate of Insurance shall provide thirty (30) day prior written nooca of cancellation CERTIFICATE HOLDER ANCELLATION TI ., CITY OF 5ANTA ANA E3y" %IS A!NACF?MENTIVISI - N SHOULD ANY OF THE ABOVE DESCRIBEDPOLICIEB BE:CANCELLEO BEFORE Risk Management Division Jgy THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 CIVIC CENTER PLAZA 4tH F'104ft " �XS ACC6RDANCE WITH THE POLICY PROVISIONS, SANTA.ANA,. CA 92701 4 `7 M Cornish 0711912019 ACORD25 2016t03 "yeo-6u1a AUCRD CORPORATION. All ( ) The ACORD name and logo are registered marks of ACORD PfedUOad ualnp Pones Boss Web SNfware, a^rvw.PorrosBn§§.mm (cj impreastvo PebIHIARl Btle20a-0e]tl August 23'2O19 City ofSanta Ana Risk Management Division 2OCivic Center Plaza, 4thFloor Santa Ana, [A81782 RE: Anaheim/Santa Ana UAS| Agreement/-2D16^2SS To whom it may concern; |nresponse toSeoseMakersLLC(SenseK8mkart) providing anautomobile liability policy for the above referenced contract, JenseMakeodoes not own any automobiles, Should SoosnMakers acquire any vehicles for the duration ofthis contract, SenseMakerSwill: /1\purchase any owned ur all owned automobile Insurance; (2}shall 6eprimary, and any insurance carried bythe City ufSanta Ana shall 6eexcess and noncontributory. Sincerely, James EBailey UNITED STATES LIABILITY INSURANCE GROUP WAYNE9 PENNSYLVANIA This endorsement modifies insurance provided —mids­rthe —fol[owing- BUSINESSOWNERS C(YVE RAGE FORM BLANKET ADDITIONAL INSURED SECTION H — LIABILITY; C. Who Is An Insured is amended to include as ail additional insured any Person(s) or organization(s) for whom you are performing "Your work" under a written contract or agreement, that requires such person(s) or organization(s) to be added as an additional insured on your policy. such person(s) or organization(s) is an add itional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" occurring after the effective date of such contract or agreement that is caused, in whole or in part by: a. Your acts oromissions; or b. The acts or emissions ofthose acting on your behalf, in the performance Of "YOUr work" for the additional insured. Coverage for an additional insured under this endorsement ends when "Your work"for that additional insured ends or is put to its intended use by any person or Organization, SECTION II — LIABILITY; B. EXCLUSIONS, 3, Applicable To Both Business Liability Coverage And Medical Expenses Coverage, is amended to add the following with respect to this endorsement only: There is no coverage under this eudorsernent for loss or expense, including but not limited to tile cost of defense for "bodily injury" or "property damage" Or "personal and advertising injury" occurring: 0. After all Of "Your work". including materials, parts or equipment furnished in connection with "Your work" and performed under the above referenced written contract(s) or agreement(s) has ended; or b. When that portion Of "Your work" out of which the "bodily injury" "property damage" or "personal and advertising injury" arises and performed under the above referenced written contract(s) or a9feemern(s) has been put to its intended use by any person or organization; whichever occurs first. All other ferms and conditions of this policy remain unchangcd. This endorsement is a part Of your policy and takes effect on the effective date of Your Policy unless another effective date is shown. BP 134 (06-09) Page 1 of 1 Thisendorsement, J ENDORSEMENT #6 issued by United States Liability Insurance Company t toS9 o SENSEMAKERS, LLC forms a part of EN ' EMAKE , LLC form PolicyNumber CX 155 951 e Policy Number CX 1554951 effective on 6/1212019 (MO, DAY YR.) at 12.01 A.M. Add/Remove/Amend Busines-sowners Additional Insured Endorsement In consideration of a flat and fully earned additional Premium of $50 it is hereby agreed that the following is(are) added to the Policy: 813-134 06/09 - Sianket Additional Insured All other terms and conditions of this Policy remain unchanged. ADD —REM (03-01) CITY OF sAim ANA RISK MANAGEMENT. 4wale"4 HUMAN REsouRCES Miomnllf-1 Risit acn;A� ft-IrIve cNive- 16 ADDITIONAL INSURED ENDORESEMENT Insurance Company: United States Liability Insurance Company This endorsement modifies such insurance as is afforded by the provisions of CX 1554951 Policy relating to the following i. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents and volunteers are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses Performed by or on behalf of the named insured, 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of aly person or organization as an insured shall not affect any right which such person or organization Would have as a claimant if not so included. 4With respect to the additional insureds, this insurance shall not be canceled, or materially reduced in coverage Or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 9270L Completion of the following, including countersignature, is required to make this endorsement effective, 08/20/2019 Effective CX1554951 Po I icy If -- Issued to Sensemakers LLC kjRisk MgmtjinsurancL this endorsement form as a part of (Named Insured) 7,gnLd by_ A uXO I Z er! Representative Endorsement 03152019