The URL can be used to link to this page

Home My WebLink AboutKEENAN & ASSOCIATES (3)z INSURANCE ON FILE WORT( MAY PROCEED A-2021-081 X. UNTIL INSURANCE EXPIRES 01 Exhibit 2 o CLERKOFCOUN IL DATE: EMPLOYEE BENEFITS CONSULTING SERVICES AGREEMENT 0 K)(Nno k5pA616) (�� i This Employee Benefits Consulting Services Agreement ("Agreement") is made and entered into by and between City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and State of California ("Client") and Keenan & Associates, a California corporation ("Keenan"), as of July 1, 2021 ("Effective Date") - RECITALS WHEREAS, Client desires to secure a variety of insurance products, and related services in conjunction with the health and welfare benefits provided to its eligible employees; WHEREAS, Keenan is a specialty insurance services provider, and, as such, is qualified to provide such services; and WHEREAS, Client desires Keenan to provide, and Keenan desires to provide, the services described in this Agreement for those Client benefits programs identified below ("Plans': Dental, Vision, Life, Accidental Death & Dismemberment ("AD&D"), Long Term Disability ("LTD"), Employee Assistance Program ("EAP"), Retiree Billing, Section 125 Flexible Spending Accounts ("FSA"), Affordable Care Act (ACA) reporting, and FMLA Leave Administration; WHEREAS, Keenan is also specialized in providing wellness services, and Client desires Keenan to provide such services; and The parties agree as follows: AGREEMENT 1. TERM The term of this Agreement is from the Effective Date through June 30, 2022 ("Termination Date") and shall automatically renew for subsequent one (1) year periods unless either party give the other at least sixty (60) days written notice of its intent not to renew. 2. KEENAN SERVICES AND RELATIONSHIP OF THE PARTIES A. Client elects and Keenan shall provide its services ("Services") with respect to Client's Plans for the Plan year that begins on January 1, 2021 and ends December 31, 2021 (Services provided during a renewal term shall be provided for Client's then -current Plan year.). A full description of the Services is provided in Exhibits A-1 through A-2 (including sub -exhibits such as Exhibit A-2-a) attached hereto and incorporated herein. B. The relationship of Keenan and Client shall be that of an independent contractor and Keenan shall at all times remain responsible for its own operational and personnel expenses. Under no circumstance shall any employee of one party look to the other party for any payment or the provision of any benefit, including without exception, Keenm & Associates —License #0451271 EB Consulting Send s Agreement (P\12) Confidential Foe Client Use Only K Ls ptec.05/15/20) Page 1 of 17 workers' compensation coverage. Except as may be expressly set forth in or contemplated by this Agreement, neither party shall have the right to act on behalf of the other, or to bind the other to any contract or other obligation. C. In providing the Services, Keenan shall act exclusively in an advisory and consultative capacity. Client shall at all times have the right to determine whether to act on or implement the information, recommendations, and suggestions provided by Keenan, and the manner by which any such action or implementation shall be undertaken. Except for Keenan's responsibilities with respect to funds obtained from or on behalf of Client, Keenan shall not be a fiduciary of Client. D. Keenan shall not provide any legal, tax, or accounting service, advice, or opinion, and the Services shall not be interpreted as representing any such service, advice or opinion. Client shall consult its own attorney on all legal issues and its own tax and accounting experts on all tax, accounting, and financial matters relating to its operations, including without limitation, the establishment, implementation and operation of the Plans. E. In providing its Services, Keenan shall comply with all applicable state and federal laws and regulations, and obtain and maintain all necessary licenses, registrations, and/or permits necessary for the performance of its duties under this Agreement. F. The Services provided to Client are non-exclusive and Keenan reserves the right to provide the same or similar services to other clients who may be in the same industry, business, or service as Client. 3. CLIENT'S DUTIES AND RESPONSIBILITIES A. Client shall retain decision -malting authority for its Plans, and shall manage the day-to- day activities of the Plans, except for those duties and/or functions expressly assigned to Keenan under this Agreement. B. Client shall provide Keenan with timely access to such information and individuals, including its outside advisors and consultants, as may be necessary for Keenan to perform the Services. Keenan shall not be responsible for any delay in its performance that results from the failure of Client, or any person acting on behalf of Client, to make available any information or individual in a timely manner. C. All information provided to Keenan, either in anticipation of or during the term of this Agreement, shall be complete and accurate, and that Keenan may rely upon such information. D. If Client desires Keenan to obtain insurance quotes on its behalf, Client shall execute the Broker of Record Designation attached hereto as Exhibit B. 4. COMPENSATION A. Keenan's fees for the Services rendered pursuant to this Agreement are as provided in the attached Exhibit C. Any Services provided to Client that are outside of or in Keenan & As'sociates— License #0451271 LB Consulting services Agreement (NY12) Confidential Poi Client Use Only K A5 (Rev. 05/15/20) Pagro 2 of 17 addition to those described in Exhibit A-1, Exhibit A-2, and Exhibit A-2-a shall be subject to additional fees. B. It is possible that Keenan may also provide services to other entities that participate in or provide services to the Plans (such as management services, underwriting, marketing, claims administration, loss control services, obtaining other insurance and reinsurance). To the extent that such services are provided, Keenan will be separately compensated by the recipient of those services. C. Consistent with industry practices, insurers may also pay insurance brokers, such as Keenan, indirect compensation based upon volume efficiencies, client renewals, marketing services, product development, technology investments and other additional services. Keenan seeks written assurances from insurers that any such indirect compensation will not adversely impact the pricing or coverage terms that Keenan is able to obtain for its clients. The parties agree that any indirect compensation shall not be considered part of Keenan's "conunissions" as that term may be used elsewhere in this Agreement D. Keenan shall comply with all applicable state and/or federal laws and regulations regarding disclosure of compensation. We embrace industry efforts for transparency and believe it is important that clients have access to information that may be relevant to their choice of insurance products, including the cost of such insurance and services, and, the compensation that may be directly or indirectly paid to Keenan in connection with the products or services that are selected. If you have questions regarding any of these items or desire additional information, you may contact your Keenan account representative to discuss this matter in more detail. 5. INSURANCE Keenan shall procure and maintain during the term of this Agreement the following insurance coverages, and shall provide certificates of insurance to Client upon Client's request. (1) Workers' Compensation. Workers' Compensation Insurance in conformance with the laws of the State of California and applicable federal laws with limit of no less than $1,000,000 per accident for bodily injury or disease. (2) Commercial General Liability Insurance (CG4. Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate Grit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit CGL will be inclusive of Auto Liability Insurance. Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Instructor has no owned autos, Kecums & Associates— License #0451271 Ell Consulting Senices Agreement (PM2) Confidential For Client Use Only (Bev.05/15/20) Page 3 d 17 Code 8 (hired) and 9 (non -owned), with limits no less than $1,000,000 per accident for bodily injury and property damage. (3) Professional Liability Insurance. Professional Liability Insurance with a Two Million Dollar ($2,000,000) limit of liability for each occurrence and a Two Million Dollar ($2,000,000) aggregate limit of liability. (4) Cyber Liability/Privacy Insurance Cyber Liability Insurance with a Two Million Dollar ($2,000,000) limit of liability for each occurrence and a Two Million Dollar ($2,000,000) aggregate limit of liability. If the Keenan maintains broader coverage and/or higher limits than the minimums shown above, the City of Santa Ana requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Keenan. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Ana, subject to the Limitations of Liability in Section 7 of this Agreement. Other Insurance Provisions - The insurance policies are to contain, or be endorsed to contain, the following provisions: (a) Additional Insured Status- This Section shall apply to the CGL policy only. The City of Santa Ana, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL with respect to liability arising out of work or operations performed by or on behalf of the Keenan including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Keenan's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). (b) Primary Coverage- This Section shall apply to the CGL policy only. For any claims related to this contract, Keenan's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Santa Ana, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Santa Ana, its officers, officials, employees, or volunteers shall be excess of Keenan's insurance and shall not contribute with it. (c) Notice of Cancellation- Certificate of Insurance shall provide thirty (30) day prior written notice of cancellation in a form approved by the City. (d) Waiver of Subrogation- This Section shall apply to the CGL policy only Keenan hereby grants to City of Santa Ana a waiver of any right to subrogation, which any insurer of Keenan may acquire against the Entity by virtue of the payment of any loss under such insurance. Keenan agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer. Keenan & Associates— License #0451271 Ea Consulting Services Agreement (P1,12) Confidential Ibr CGent Use Only (Rev. 05/15/20) K K. Page 4 of 17 (e) Self -Insured Retentions- Self -insured retentions must be declared to and approved by the City of Santa Ana. The City of Santa Ana may require Keenan to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or the City of Santa Ana. (f) Failure to provide or maintain insurance coverage as required by this Agreement is grounds for immediate terminate of this Agreement. G. INDEMNIFICATION If either party breaches this Agreement, then the breaching party shall defend, indemnify and hold harmless the non -breaching party, its officers, agents and employees against all claims, losses, demands, actions, liabilities, and costs (including, without limitation, reasonable attorneys' fees and expenses) arising from such breach. In addition, if Keenan (i) becomes the subject of a subpoena or is otherwise compelled to testify or (ii) becomes the subject of a claim, demand, action or liability brought or asserted by one of Client's employees, Plan beneficiaries, or Plan vendors ("Third -Party Demand") relating to the Services and such Third -Party Demand is not a direct result of Keenan's negligence or willful misconduct, then Client shall defend, indemnify and hold Keenan harmless from all losses, payments, and expenses incurred by Keenan in resolving such Third -Party Demand. LIMITATION OF LIABILITY Notwithstanding anything to the contrary in this Agreement, in no event shall either party be liable for any punitive damages, fines, penalties, taxes, or any indirect, incidental, or consequential damages incurred by the other party, its officers, employees, agents, contractors or consultants whether or not foreseeable and whether or not based in contract or tort claims or otherwise, arising out of or in connection with this Agreement even if advised of the possibility of such damage. Keenan's liability under this Agreement shall further be limited to, and shall not exceed, the amount of its available insurance coverage, but not exceeding the limits of coverage outlined in Section 5. 8. DISPUTE RESOLUTION A. In the event of any dispute arising out of or relating to this Agreement that cannot be settled through informal discussion or mediation, such dispute shall be resolved by submission to binding arbitration before Judicial Arbitration & Mediation Services ("JAMS") or ADR Services, at the claimant's choice, in Los Angeles County, California, before a retired judge or justice. If the parties are unable to agree on a retired judge or justice, the selected arbitration service (JAMS or ADR Services) will select the arbitrator. B. In any such arbitration, the parries shall be entitled to take discovery in accordance with the provisions of the California Code of Civil Procedure, but either party may request that the arbitrator limit the amount or scope of such discovery, and in determining whether to do so, the arbitrator shall balance the need for the discovery against the parties' mutual desire to resolve disputes expeditiously and inexpensively. Keenan & Associates— License #0451271 EB Consulting Seeviees Abneement (PM2) Confidential for Client Usc Only (lie,. 05/15/20) Page 5 of 17 C. The prevailing party in any action, arbitration, or proceeding arising out of or to enforce any provision of this Agreement will be awarded reasonable attorneys' fees and costs incurred in that action, arbitration of proceeding, or in the enforcement of any judgment or award rendered. 9. TERMINATION A. This Agreement may be terminated upon the occurrence of any of the following events: i. By either party upon the dissolution or insolvency of a party to this Agreement; ii. By either party following the Filing of a bankruptcy petition by or against either party (if the petition is not dismissed within sixty (60) days in the case of an involuntary bankruptcy petition); iii. If the application of any law, rule, regulation, or court or administrative decision prohibits the continuation of this Agreement or would cause a penalty to either party if the Agreement is continued, and if the Agreement cannot be amended to conform to such law, rule, regulation, or court or administrative decision in a manner that would preserve the original intent of the parties with respect to their rights and duties under this Agreement; or iv. By the non -breaching party if a breach of this Agreement is not cured within thirty (30) days following receipt of written notice of the breach from the non -breaching party; v. By either party for any reason, following receipt of sixty (60) days written notice to the other party of their request to terminate the entire Agreement, or any specific Exhibits of this Agreement; B. In the event of termination pursuant to Section 9A above, Keenan shall be paid for the full value of its services through the date of termination. 10. GENERAL A. This Agreement, its recitals and all exhibits attached to the Agreement contain the entire understanding of the parties related to the subject matter covered by this Agreement and supersede all prior and collateral statements, presentations, communications, reports, agreements or understandings, if any, related to such matter(s). B. The obligations set forth in this Agreement, other than Keenan's obligation to perform the Services and Client's responsibility to pay for such services, shall survive the expiration or termination of this Agreement. Nothing in this Section 10B shall, however, be interpreted as relieving Client of its obligation to pay for any Services rendered by Keenan during the term of this Agreement. C. This Agreement is made for the benefit of the parties and is not intended to confer any third -party benefit or right. The enforcement of any remedy for a breach of this Keenan W Associates —License #0451271 EB Consuking Services Agreement (PN12) Confidewial For Client Use Only (Rev. 05/15/20) Page 6 of 17 Agreement or claim related to the Services may only be pursued by the parties to this Agreement. D. No modification or amendment to this Agreement shall be binding unless it is in writing and signed by authorized representatives from both parties. Any waiver or delay by a party in enforcing this Agreement shall not deprive that party of the right to take appropriate action at a later time or due to another breach. This Agreement shall be interpreted as if written jointly by the parties. E. Any provision determined by a court of competent jurisdiction to be partially or wholly invalid or unenforceable shall be severed from this Agreement and replaced by a valid and enforceable provision that most closely expresses the intention of the invalid or unenforceable provision. The severance of any such provision shall not affect the validity of the remaining provisions of this Agreement. F. Neither party shall be liable or deemed to be in default for any delay or failure in performance under this Agreement resulting, directly or indirectly, from acts of God, civil or military authority, acts of public enemy, war, accidents, fires, explosions, earthquakes, floods, power outages, failure of computer systems, machinery or supplies, vandalism, strikes, or other work interruptions, or any similar or other cause that is beyond the reasonable control of either party. Each party shall make good faith efforts to perform under this Agreement in the event of any such circumstances, and shall resume full performance once the cause of the delay has abated. G. All notices hereunder shall be in writing and sent to the parties at the addresses as set forth below, or to such other individual or address as a party may later designate. Notices shall be sent via personal delivery, courier service, United States mail (postage pre -paid, return receipt requested), express mail service, electronic mail, or fax. Notice shall be effective when delivered, or if refused, when delivery is attempted. Notices delivered during non -working hours shall be deemed to be effective as of the next business day. If the notice relates to a legal matter or dispute, a copy shall be sent to: Keenan & Associates 2355 Crenshaw Blvd., Ste. 200 Torrance, CA 90501 Attn: Legal Department Fax:(310) 533-0573 City of Santa Ana Clerk of Council 20 Civic Center Plaza, M-30 P.O. Box 1988 Santa Ana, CA 92702 Fax: (714) 647-6956 Keenan & Assomu s— License #0451271 EB Consulting Services Agreement (PN12) Confidential For Client Use Only (Rev. 05/15/20) Iy K5 Pagc 7 of 17 H. This Agreement may be executed in counterparts and by fax, signatures and each shall be deemed to be an original. Each person signing this Agreement on behalf of a party represents and warrants that he or she has the necessary authority to bind such party and that this Agreement is binding on and enforceable against such party. Citv of Santa Ana Keenan & Associates re: Signature: Kristine A. Ridge By- Laurie LOfranco Ci Mana er Title: Munici afities Practice Leader IA.ddress: Address: 2355 Crenshaw Blvd., Ste. 200 Torrance, CA 90501 one: Tele hone. 310 212-0363 ttenton: Attention: Tierney Allen E-mail: E-mail: llofranco keenan.com AT'TAST Si afore: By. Dais Gomez Title: Clerk of the Council APPROYED AS TO FORM Signature: n yz4M By- Laura A. Rossini Title. Chief Asst. City Attorney RECOMMEN OR APPROVAL Si ature B ason Motsick Title: Executive Director of Human Resources Keenan & Assoewe.,— License #0451271 EB Consuldng Se,iecs Ageacmcnr (P\f2) ConFidenrial Foe Client Ue Only (Rcv. 05/15/20) M-1 K� Page 8 aF 17 EXHIBIT A-1 BROKERAGE AND CONSULTING SERVICES Consultant shall provide Health Benefits Brokerage and Consulting Services and be a Broker of Record for the City's employee insurance benefits. The City is particularly interested in Consultant to offer creative, innovative approaches, with a proven track record, that allows the City to maintain quality benefit programs and contain or reduce costs. Consultant will perform a full range of benefit program services related to the acquisition, implementation, maintenance, communication and improvement of the City's employee insurance benefits. Consultant shall provide services for some or all of the group employee insurance benefits. Consultant shall provide services, including, but not limited to, the following: A. Procure group insurance coverage or Third -Party Administrator (TPA) services for Group Dental, Vision, Life, Accidental Death & Dismemberment, Long Term Disability Insurance, Employee Assistance Program (EAP), Retiree Billing, and Section 125 Flexible Spending Accounts (FSA); Affordable Care Act (ACA) reporting, and FMLA Leave Administration. B. Representation in all negotiations with insurance providers on issues related to premiums, services, benefit level, plan design, special terms and conditions; C. Provide all renewal rates for the upcoming calendar year by July l't or as soon as practicable; D. Analyze existing coverage and identify or develop cost -saving alternative benefit strategies and plans; E. Assist in the development of long-range goals and strategies, including malting recommendations and projections of potential savings; F. Upon request, provide quarterly claims experience reports; G Assist the City in monitoring and analyzing experience trends and providing timely alerts on changing patterns and appropriate recommendations; H. Provide information and recommendations regarding employee benefit issues, trends, existing, proposed and new State and/or Federal legislation (i.e. COBRA, IIIPAA, ACA, IRS Rules and regulations); I. Upon request, provide, maintain and update comparison reports of other public and/or private companies' benefit plan offerings and costs to determine their competitiveness with the City's programs; J. Upon request, provide access to published benefit -related survey information; Keenan& Associates — License M451271 EB Consulting Services Agreement (PM2) Confidential For Client Use OrAy OZev. 05/15/20) K Ks Page 9 of 17 K. Be available to provide consultation on plan interpretation, explanation of plans and problem resolution; L. Be available to provide assistance to staff, employees and retirees with issues involving billing, claims, eligibility, problems, disputes, interpretation of contracts and services, changes and general troubleshooting; M. Be available to attend meetings with City staff, employees and/or retirees to facilitate and assist in the management of the City's employee benefit plans; N. With regard to the annual health benefit fair services, Keenan will assist as follows, upon written request: 1. Attend the annual health benefit fair representing Keenan; 2. Invite City's employee benefits vendors and carriers and track their responses; 3. Provide City's employee benefits vendors and carriers with logistics/demographic details; 4. Request and track swag, gift cards and flyers; O. Upon request, submit annual reports detailing compensation and/or commissions received from contracted carriers of the City; P. Coordinate the flow of information between staff and contracted carriers; Q. Manage plan transitions as necessary; R. Be available to assist staff with obtaining health benefits program materials; S. Be available to provide various types of reports as needed; and T. Be available to provide information on new products as requested. Keenan & Associates— License #0451271 VB Consulting Services Agreement (PM2) Confidential For Client Use Only (Rcv.05/15/20) K K4 Page 10 of 17 EXHIBIT A-2 HEALTH MANAGEMENT CONSULTING SERVICES The estimated costs for provision of the KeenanWell consulting services to assist the City of Santa Ana in developing and implementing its health management program during the 12-month period of July 1, 2021 through June 30, 2022 are as noted below. However, for purposes of this Exhibit and such compensation referenced herein, Section 10B shall not apply; this amount shall be fully earned as of July 1, 2021. Further, if an increase in services is requested, KeenanWell will provide an updated proposal of such applicable increase in compensation. KeenanWell Consulting Services 1. Leveraging the Wellness Committee • Determine purpose, structure, and function • Identify committee responsibilities • Assist with meeting agendas and facilitating meetings 2. Crafting a Program Strategic Plan • Develop a best -practice program design based on the organization's needs, interests, and program goals/objectives • Design an incentive plan • Assist with rewards fulfillment and tracldng • Develop strategies to establish a wellness culture 3. Identifying and Recommending Program Resources • Review existing health carrier resources and help the organization leverage available resources • Gather information from third -party wellness vendors and assist with vendor/sub- contractor procurement as needed • Identify program gaps and recommend appropriate additional resources via health carriers and third -party vendors • Serve as the liaison between the organization and health carriers and vendors/sub- contractors for wellness resources and programming Continued on nextpage. Keenan &Associates — r.icensc #0451271 KB Consulting Seivices Alveement (Pb12) tt Confidential Coe Client Use Only l K4 (Rev. 05/15/20) Page 11 of 17 Cost 4. Communications and Promotion • Develop multimedia communication strategies including promotional language, flyers, email templates, and rewards winner announcements • Create communications materials to promote wellness program offerings • Provide guidance on health promotion best practices and utilization of communication pieces • Create communication timeline for applicable wellness programs and campaigns *This amount is paid for Keenan's Services only. It is a separate and distinct amount from Item No. 5 below, which is strictly for third -party vendor products and/or services. In no instance shall the amount in Item No. 5 below offset this amount for Keenan's Services in Item Nos 1-4, nor shall the amount in Item Nos 1-4 offset the amount in Item 5. 5. Secure and Pay the Cost of Third -Party Vendor Products and/or Services for Wellness Programming • Online wellness challenges • Biometric screenings • Health assessment • Corporate fitness class pass discount program • Cooldng demonstration • Rewards (gift cards, prizes) Subject to availability, COVID-19 regulations, and cost of each service. *The amounts referenced herein shall be a carryover of the $10,000 for Keenan's services not completed during the predecessor agreement, and any of the $15,000 for third -party vendor products and/or services not utilized during such predecessor agreement. This new Agreement requires an additional amount of $2,000 for Keenan's Services, for a total of $27,000 for the period of June 1, 2021 - June 30, 2021 and July 1, 2021 - June 30, 2022. Total Cost Keenan & Associates — License #0451271 HD Consulting Services Agrr ment (Pbf2) Confidential For Cfient Use Only (Rev. 05/15/20) K Ps Page 12 of 17 EXHIBIT A-2-a HEALTH MANAGEMENT CONSULTING SERVICES 'The estimated costs for provision of the KeenanWell consulting services to assist the City of Santa Ana in developing and implementing its health management program during the first twelve (12) month automatic renewal wellness year of July 1, 2022 through June 30, 2023 are as noted below. Further, if an increase in services is requested, KeenanWell will provide an updated proposal of such applicable increase in compensation. KeenanWell Consulting Services 1. Leveraging the Wellness Committee • Determine purpose, structure, and function • Identify committee responsibilities s Assist with meeting agendas and facilitating meetings 2. Crafting a Program Strategic Plan • Develop a best -practice program design based on the organization's needs, interests, and program goals/objectives • Design an incentive plan • Assist with rewards fulfillment and tracldng • Develop strategies to establish a wellness culture 3. Identifying and Recommending Program Resources • Review existing health carrier resources and help the organization leverage available resources • Gather information from third -party wellness vendors and assist with vendor/sub-contractor procurement as needed • Identify program gaps and recommend appropriate additional resources via health carriers and third - party vendors • Serve as the liaison between the organization and health carriers and vendors/sub-contractors for wellness resources and programming 4. Communications and Promotion • Develop multimedia communication strategies including promotional language, flyers, email templates, and rewards winner announcements • Create communications materials to promote wellness program offerings • Provide guidance on health promotion best practices and utilization of communication pieces • Create communication timeline for applicable wellness programs and campaigns *This $10,000 amount is paid for Keenan's Services only. It is a separate and distinct amount of $15,000 from Item No. 5 below, which is strictly for third -party vendor products and/or services. In no instance shall the amount in Item No. 5 below offset this amount for Iieenan's Services in Item Nos 1-4, not shall the amount in Item Nos 1-4 offset the amount in Item 5. Keenan & Associates— License #0451271 EB Consulting services Agreement (PM2) Confidential For Client Use Only (Rev. 05/15/20) K (cs Cost Psge 13 of 17 KeenanWell Consulting Services (CONTU UED� Cost 5. Secure and Pay the Cost of Third -Party Vendor Products and/or Services for Wellness Programming • Online wellness challenges • Biometric screenings • Health assessment • Corporate fitness class pass discount program $15,000* • Cooking demonstration • Rewards (gift cards, prizes) Subject to availability, COVID-19 regulations, and cost of each service. Total Cost $25,000 Keenan & Associates-- License #0451271 Ell Consulting Services Agreement ('M2) Confidential For Client Us, Only (Rev.05/15/20) Page 14 of 17 ® BOR on file EXHIBIT B Broker of Record Designation This letter confirms that as of July 1, 2021, the organization listed below ("Client") has appointed Keenan & Associates ("Keenan") as the Broker of Record in connection with the following coverages: 1. Dental 2. Vision 3. Life 4. Accidental Death & Dismemberment 5. Long Term Disability 6. Employee Assistance Program 7. Retiree Billing 8. Section 125 Flexible Spending Accounts 9. Affordable Care Act (ACA) Reporting 10. FMLA Leave Administration and such additional coverages or insurance (the "Coverage") as Client may from time -to -time request from Keenan. With respect to the Coverage identified in this Exhibit B (and as later amended) Keenan shall have the exclusive authority and right to negotiate with insurance carriers and other coverage providers on Client's behalf. Client shall not seek or acquire quotes directly from any insurance carrier or other coverage provider during the term of this Agreement. Keenan is authorized to provide a copy of this letter to any insurer to demonstrate Keenan's authority to obtain the Coverage. This appointment rescinds any and all previous appointments Client may have made with respect to the Coverage, and shall remain in full force and effect until cancelled in writing with sixty (60) days advance notice. Keenan shall at all times remain an independent contractor and shall not act as or be deemed to be an officer, employee, agent or fiduciary of Client. Client authorizes Keenan to provide representatives of prospective insurers and other coverage providers with all information regarding Client, its operations, employees, and financial status as may be necessary for such insurer or coverage provider to evaluate Client's suitability for coverage and to prepare a quote. Keenan & Associates— License #0451271 Ca Consulting Services Agreemmi (PM2) Confidenaial lbc Client OSa Only (Rcv. 05/15/20) K K Page 15 of 17 EXHIBIT C Compensation 1. With respect to the Services listed in Exhibits A-1, a. As compensation for its provision of the Services, Keenan shall receive commissions from insurance carriers and/or other vendors for the placement of insurance coverage. Client shall have no responsibility for the payment of any such commission to Keenan; and b. Client acknowledges that commissions paid by insurers to Keenan that are directly related to the insurance coverage purchased by Client as part of the Plans may impact the pricing that Keenan is able to obtain for Client for such coverage. 2. As compensation for its provision of the Services listed in Exhibit A-2, Keenan shall receive two thousand dollars ($2,000.00) for wellness year. July 1, 2021 to June 30, 2022. Payment shall be due in full upon receipt of invoice and is non - cancellable. This amount is paid for Keenan's Services only. It is a separate and distinct amount from any amounts for third -party vendor products and/or services. In no instance shall the amount for Keenan's Services offset the amount for third -party vendor products and/or services, nor shall the amount for third -party vendor products and/or services offset the amount for Keenan's Services. 3. As Compensation for its provision of Services listed in Exhibit A-2-a for the first automatic renewal wellness year beginning Judy 1, 2022 —June 30, 2023, The estimated costs for provision of the KeenanWell consulting services to assist the City of Santa Ana in developing and implementing its health management program during the 12-month period of July 1, 2022 through June 30, 2023 are twenty-five thousand dollars ($25,000) as noted in Exhibit A-2-a with a further explanation of the costs of Keenan's Services and the costs of Third -Party Vendor Products and/or Services. Further, if an increase in services is requested, KeenanWell will provide an updated proposal of such applicable increase in compensation. 4. Should Keenan wish to alter or amend its compensation, Keenan shall provide written notice to the Client at least six (6) months in advance, no later than December 1 of the year preceding a change. All rate increases will be effective on July 1. 5. Fees for related services performed by outside parties (e.g. legal, printing, accounting, communications) shall be the responsibility of the Client. 6. Any balance owed by the Client that is not paid within thirty (30) days following the date on the invoice shall be deemed late. Interest on any late payment shall accrue as of the date of Keenan's original invoice at the rate of (a) one and a half percent (11/2 %) per month, or (b) Keenan & Associates— License #0451271 till Consulting Services Agreement (PM2) Confidential For Client Use Only Otev. 05/15/20) K 1vu Patin: 16 of 17 the maximum interest rate permitted by applicable law, whichever is lower. Keenan shall have the right to suspend its Services if any balance owed by Client is more than sixty (60) days late. Keenan & Associates — Icensc #0451271 aB Consulting Services Aynretncnt (PM2) Confidential Pat Client UsOnly (12ec. 05/15/20) Page 17 of 17 edly Francine R. Villareal Ylmlmeial signed byFrancirre P. Date'. 2021.06DI 1213s1 LTop' ACOR" CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD)Y'/YY) 1 Ill.i 05/28/2021 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 rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT Jeanne Vezina NAME: AssuredPartners Northeast. LLC. "ONE Eae: (914) 761-9000 F No: (914) 761-3749 123 Main Street E' AIL eanne.vezina assured artners.com ADDRESS: I @ p 14th Floor INSURERS) AFFORDING COVERAGE NAIC 9 INSURER A: Charter Oak Fire Insurance CD 25615 White Plains NY 10601 INSURED INSURER B: The Travelers Indemnity Co. 25658 Keenan &Associates INSURER C : Travelers Property Casualty Company of America 25674 c/o The AssuredPartners Group, LP INSURER o: Federal Insurance Co. 20281 200 Colonial Center Parkway INSURER E: Ace American Ins. Co. 37540 Lake Mary FL 32746 INSURER F: COVERAGES CERTIFICATE NUMBER: CLZU1113152381 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 MAYBE 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. INSR LTR TYPE OFINSURANCE INSD WVD POLICY NUMBER POLICY EFF MM/DDNM POL YEXP MMIDDIYYYY LIMITS X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR EACH OCCURRENCE S 1,000,000 PREMISES Ea occurrence g 1.000,000 MEDEXP(MyOneperson) S 10,000 PERSONAL B AOV INJURY S 1.000,000 A Y Y 6301C226998 10/01/2020 10/01/2021 GENL X AGGREGATE LIMITAPPLIES PER: POLICY JECOT LOG GENERALAGGREGATE S 10,000,000 PRODUCTS -COMPIOPAGG $ 2.000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident S 1,000,000 X BODILY INJURY(Per person) $ ANY AUTO g OWNED SCHEDULED AUTOS ONLY AUTOS BA61,1912905 10/01/2020 10/01/2021 BODILY INJURY (Per accident) S HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Perawident S S X UMBRELLA LIAB X OCCUR EACHOCCURRENCE $ 25,000,000 C EXCESS LIAB CLAIMS -MADE CUP9J434350 10/01/2020 10/01/2021 AGGREGATE S 25,000,000 DIED I I RETENTION $ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY OFFIOEMMEBPROPRIET�R EXCLUDED TNEWEXECUrIVE (Mandatory In NH) If yes. DESCRIPTION DESCRIPTION OF OPERATIONS below NIA UB-9P291231-20-14-E 10/01/2020 10101/202, PER OTH- STATUTE Eft E.L. EACH ACCIDENT $ 1.000.000 E.L. DISEASE - EA EMPLOYEE $ 1.000,000 E.L. DISEASE-POLICYLIMIT $ 1,000,000 EMPLOYEE THEFT D 8225-9951 10/01/2020 10/01/2021 $10.000,000 LIMIT $200,000 DED. DESCRIPTION OF OPERATIONS / LOCATIONS )VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Insurer E: Cyber Liability, Policy #D94933262, 11/6/20-11/6/21. $10,000,000 Limit, $250,000 Deductible. Re: City of Santa Ana Employee Benefits Consulting Services Agreement 71112021-7/30/2022. The City of Santa Ana, its officers, officials, employees, or volunteers are included as additional insured on a primary and non-contributory basis if required by written contract with respects to General Liability. A waiver of subrogation applies with respects to General Liability. 30 Day Notice of Cancellation applies. City of Santa Ana, Risk Management Division 20 Civic Center Plaza Santa Ana CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD WdrMawBrrncMDiWlpn RENAEwED & APPR��O�JV/�ED BY. c Risk Management Analyst Policy Number: Y6301 C226998 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV), Paragraph 4. (Other Insurance), is amended as follows: 1. The following is added to Paragraph a. Primary Insurance: However, if you specifically agree in a written con- tract or written agreement that the insurance pro- vided to an additional insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insur- ance is primary to other insurance that is avail- able to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury" or 'property damage" for which coverage is sought occurs; and b. The "personal injury" or "advertising injury" for which coverage is sought arises out of an of- fense committed subsequent to the signing and execution of that contract or agreement by you. 2. The first Subparagraph (2) of Paragraph b. Ex- cess Insurance regarding any other primary in- surance available to you Is deleted. 3. The following is added to Paragraph b. Excess Insurance, as an additional subparagraph under Subparagraph (1): That is available to the insured when the insured is added as an additional insured under any other policy, including any umbrella or excess policy. CG DO 37 04 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reser Rink Mmageme d D W Ion RwEwm 6 APPRovm By., foaa.ciae R. U:URneal ® Risk Management Analyst - COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 6301C226998 ISSUE DATE: 10/01/2020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s): ANY PERSON OR ORGANIZATION WITH WHOM YOU HAVE AGREED BY A WRITTEN CONTRACT. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf. A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CG D4 11 04 08 @ ].0D8 The Travelers Companies, Inc. Includes the copyrighted material of Insurance Services Once, Inc. with its permission. RiskMnvganmt Division (RENEWED F{AP1P,ROVED BY. �� Ruk Management AnAtot POLICY NUMBER: Y-630-1C226998-COF-18 COMMERCIAL GENERAL LIABILITY GENERAL PURPOSE ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR SERVICE INDUSTRIES - ASSURED PARTNERS 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 - Management Con- trol B. Blanket Additional Insured - Broad Form Vendors C. Damage To Premises Rented To You • Perils of fire, explosion, lightning, smoke, water • Limit increased to $300,000 D. Blanket Waiver Of Subrogation E. Blanket Additional Insured-Owners.Manacers Or Lessors Of Premises F. Blanket Additional Insured - Lessors Of Leased Equipment G. Incidental Medical Malpractice H. Personal Injury- Assumed By Contract ;J:101T169t01:61 I. Amended Bodily Injury Definition J. Bodily Injury To Co -Employees And Co -Volunteer Workers 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 A. BROADENED NAMED INSURED -"MANAGEMENT CONTROL" 1. The following is added to SECTION 11- WHO IS AN INSURED: Any "organization" over which you maintain ownership interest or "management control" on the effec- tive date of the policy qualifies as a Named Insured if there is no other insurance which provides simi- lar coverage to that "organization". However, coverage for any such "organization" will cease as of the date during the policy period that you no longer maintain ownership interest or "management con- trol" in such "organization". 2. The following replaces Paragraph 4. of SECTION II- WHO IS AN INSURED: 4. Any "organization" you newly acquire or form and over which you maintain ownership interest or "management control" will qualify as a Named Insured if there is no other insurance which provides similar coverage to that "organization". However: a. b. C. CG T8 00 0 2017 The Travelers Indemnity Company. All right reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permi Coverage afforded under this provision only applies to the operations of such "organization"; Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the "organization'; Coverage B does not apply to "personal injury" or "advertising injury" Tense committed before you acquired or formed the "organization"; ar xkkt mtDtWi, ritnevsD S APPROVED er. Risk Management Malyst COMMERCIAL GENERAL LIABILITY d. Coverage for any such "organization" will cease as of the date during the policy period that you no longer maintain ownership interest or "management control" in such "organization". 3. The following is added to the DEFINITIONS Section: "Organization" means any of the following: a. Partnership orjoint venture; b. Limited liability company; c. Corporation; or d. Trade name. "Management control" means the authorization by written contract executed prior to loss, to do one or more of the following: a. Director manage the "organization'; b. Hire or fire "employees" of the "organization'; or c. Enter into contracts binding on the "organization", including contracts to purchase or sell assets on behalf of the "organization", including the right and authority to delegate any of the above activities to others. B. BLANKET ADDITIONAL INSURED —BROAD FORM VENDORS The following is added to SECTION 11—WHO IS AN INSURED: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to in- clude as an additional insured on this Coverage Part is an insured, but only with respect 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 contract or agreement; and b. Arises out of "your products" which are distributed 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 vendor will be the limits which you agreed to provide in the writ- ten 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, adjustments, 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 products" , or (7) "Your products" which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such vendor. Coverage under this provision does not apply to: 1 ,,,,, l COMMERCIAL GENERAL LIABILITY a. Any person or organization from whom you have acquired "your products", or any ingredient, part or con- tainer entering into, accompanying or containing such products; or b. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. C. DAMAGE TO PREMISES RENTED TO YOU 1. The following replaces the last paragraph of Paragraph 2., Exclusions, of SECTION I —COVERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Exclusions c. through n. do not apply to damage to premises while rented to you, or temporarily 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 Paragraph 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 pressure relief devices; b. Rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from water; c. Explosion of steam boilers, steam pipes, steam engines, or steam turbines. 2. The following replaces Paragraph 6. of SECTION III —LIMITS OF INSURANCE: Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Cover- age A for damages because of "property damage" to any one premises while rented to you, or temporari- ly occupied by you with permission of the owner, caused by fire; explosion; lightning; smoke resulting from such fire, explosion, or lightning; or water. 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; ex- plosion; lightning; smoke resulting from such fire, explosion, or lightning; water, or any combination of any of these. The Damage To Premises Rented To You Limit will be the higher of: a. $300,000; or b. The amount shown on the Declarations of this Coverage Part for Damage To Premises Rented To You Limit. 3. The following replaces Paragraph a. of the definition of "insured contract" in the DEFINITIONS Section: a. A contract for a lease of premises. However, 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 temporarily occupied by you with permission of the owner, caused by: (1) Fire; (2) Explosion; (3) Lightning; (4) Smoke resulting from such fire, explosion, or lightning; or (6) Water. is not an "insured contract"; 4. The following replaces Paragraph 4.b.(1)(b) of SECTION IV —COMM EIRCI CONDITIONS: CG Ta 00 ® 2017 The Travelers Indemnity Company. All right reserved. Includes copyrighted material of Insurance Services Office, Inc., with its pe RiskMvngengLLDM9m RENEWED 6 APPROVED By., rmh"m_ i Risk M znagemen[ Matysf COMMERCIAL GENERAL LIABILITY (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 SEC- TION IV — COMMERCIAL GENERAL LIABILITY 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 re- spect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" that: a. Is "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" or "advertising injury" caused by an offense that is committed, after you have signed and executed that con- tract or agreement; 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 provisions: 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 committed, 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 collecti- ble 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 contract or agreement to Include as an additional insured on this Coverage Part is an insured, but only with respect to li- ability for "bodily injury', "property damage", "personal injury" or "advertising injury" that: a. Is "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" or "advertising injury" caused by an offense that is committed, after you have signed and executed that con- tract or agreement; 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 Declarations of this Coverage Part, which- ever are less. Page 4 of 8 C 2017 The Travelers Indemnity Company. All right reserved. Includes copyrighted material of Insurance services Office, Inc., with its peonissic Risk Mnugenad Dlsiei"n &APPRov®8v: ti➢�I.l1:rY�L' /Renev r�AK�f.[ Imo. Vi�eFG° ask Management Analyst COMMERCIAL GENERAL LIABILITY b. The insurance provided to such equipment lessor does not apply to any "bodily Injury" or "property dam- age" caused by an "occurrence" that takes place, or "personal injury" or "advertising injury" caused by an offense that is committed, after the equipment lease expires. 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 ap- ply on a primary or contributory basis. G. INCIDENTAL MEDICAL MALPRACTICE 1. The following is added to the definition of "occurrence" 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 orappliances; c. First aid; or d. "Good Samaritan services". "Good Samaritan services" means any emergency medical services for which no compensation is de- manded 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 "employees", other than an employed doctor. Any such "employees" providing or failing to provide "incidental medical services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I — COVERAGES — COV- ERAGE 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 relat- ing to the sale of pharmaceuticals committed by, or with the knowledge or consent of, the insured. 5. The following is added to Paragraph S. of SECTION III — LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in the providing or failing to provide "incidental medical services" to any one person will be considered one "occurrence". 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: This Insurance is excess over any valid and collectible other insurance, whether primary, excess, contin- gent 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 Par- agraph 2.a.(1) of SECTION 11—WHO IS AN INSURED. H. PERSONAL INJURY —ASSUMED BY CONTRACT 1. The following replaces Exclusion a., Contractual Liability, in Paragraph 2. of SECTION I — COVERAG- ES — COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY: e. Contractual Liability owd� REwEwEowE aov®ar. 'k; Mud CG T8 00 ® 2017 The Travelers Indemnity Company. All right reserved. Risk Management Aneryet Includes copyrighted material of Insurance Services Office, Inc., with its permi COMMERCIAL GENERAL 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 contract or agreement that is an "Insured contract", provided that the "personal injury" is caused by an offense committed subse- quent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract', reasonable attorneys 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 al- ternative dispute resolution proceeding in which damages to which this insurance applies are alleged. 2. The following replaces the third sentence of Paragraph 2, of SUPPLEMENTARY PAYMENTS — COV- ERAGES A AND B: Notwithstanding the provisions of Paragraph 2.b.(2) of Section I — Coverage A — Bodily Injury And Prop- erty Damage Liability or Paragraph 2.e. of Section I — Coverage B — Personal and Advertising Injury Lia- bility, 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. 3. The following replaces Paragraph 2.d. of SUPPLEMENTARY PAYMENTS — COVERAGES A AND B: d. The allegations in the "suit" and the information we know about the "occurrence" or offense are such that no conflict appears to exist between the interests of the insured and the interests of the indem- nitee; 4. The following replaces the first subparagraph of Paragraph f. of the definition of "insured contract" in the DEFINITIONS Section: f. That part of any other contract or agreement pertaining to your business (including 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 "personal injury" to a third person or organization. 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 injury" in the DEFINITIONS Section: "Bodily injury" means bodily injury, mental anguish, mental injury, shock, fright, disability, humiliation, sickness or disease sustained by a person, 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 11— 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 in- jury" 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 — COV- ERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: This exclusion does not apply to an aircraft that is: (a) Chartered with crew to any insured; (b) Not owned by any insured; and (c) Not being used to carry any person or property for a charge. x®Irr,�c„�I nlw� RE EWED6MPrz Hr. Page 6 of 8 ® 2017 The Travelers indemnity Company. All ri right reserved. ` g tY9 Risk Management Anayst �tk Includes copyrighted material of Insurance Services Office, Inc., with its pertnissi CG T8 00 ® 2017 The Travelers Indemnity Company. All right reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permit COMMERCIAL GENERAL LIABILITY L NON -OWNED WATERCRAFT 1. The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, In Paragraph 2. of SECTION I — COVERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY. (2) A watercraft you do not own that is: (a) 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 express or implied consent, either uses or is responsible 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 — COVERAGES A AND B of SECTION 1— COVERAGES: b. Up to $2,500 for cost of bail bonds required 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 furnish these bonds. 2. The following replaces Paragraph 1.d. of SUPPLEMENTARY PAYMENTS — COVERAGES A AND B of SECTION I — COVERAGES: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or de- fense 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 OCCURRENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim or Suit, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: e. The following provisions apply to Paragraph a, above, but only for the purposes of the insurance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section 11 — Who Is An In- sured: (1) Notice to us of such "occurrence" or offense must be given as soon as practicable only after the "oc- currence" 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 "occur- rence" or offense. (2) If you are a partnership, joint venture, limited liability company or trust, and none of your partners, joint venture members, managers or trustees are individuals, notice to us of such "occurrence" or of- fense 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 partnership or joint venture; (11) A manager of any limited liability company; (Ili) 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 liability company, trust or other organization to give notice of an "occurrence" or offense. Rielr IVIff art D[visi n a c p I RenE & APPRovED Br. XWd Risk Management Analyst OF COMMERCIAL GENERAL LIABILITY (3) Notice to us of such "occurrence" or offense 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 practicable after any of the persons described in Paragraphs e.(1) or (2) above discovers 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 endorsement that provides limited coverage for "bodily injury" or "prop- erty damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which con- tains a requirement that the discharge, release or escape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that require- ment. O. UNINTENTIONAL OMISSION The following is added to Paragraph 6., Representations, of SECTION IV — COMMERCIAL GENERAL LI- ABILITY CONDITIONS: The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. P. REASONABLE FORCE —BODILY INJURY OR PROPERTY DAMAGE The following replaces Exclusion a., Expected Or Intended Injury, in Paragraph 2. of SECTION I — COV- ERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: a. Expected or Intended Injury or Damage "Bodily injury' or "property damage" expected or intended from the standpoint of the insured. This exclu- sion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect any person or property. ' f.re R V�U�uI Page 8 of 8 ® 2017 The Travelers Indemnity Company. All right reserved. q'auk Management Malyst Includes copyrighted material of Insurance Services Office, Inc., with its pennissi POLICY NUMBER 6301C226998 ISSUE DATE: 10-01-2020 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 PERSON OR ORGANIZATION: City of Santa Ana, Risk Management Division 20 Civic Center Plaza Santa Ana CA 92702 ADDRESS: 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 02011 The Travelers Indemnity Company. All rights reserved. WekMvwganentDMsien ° REVIFV!/m 6 Apmc%ao By: �" Risk Management Malyst ACC)RO CERTIFICATE OF LIABILITY INSURANCE �� DATE (MIA DOMY 11/03/2020 .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(ies) 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Heather Verdui NAME: Mike Smith, New Jersey Lic. P&C /Surplus p 9940165 Axis Insurance Services, LLC PHONE (2p1)847-9175 FAX (201)847-9174 A/C INExl : A/C. No EMAIL hverd!iQ,' isins.com ADORESs: 795 Franklin Avenue, Suite 210 Franklin Lakes NJ 07417 INSURER(S) AFFORDING COVERAGE NAIC M INSURERA: Allied Word Insurance Co 22730 INSURED INSURER B : INSURER C : Keenan & Associates INSURER D : 2355 Crenshaw Blvd, Suite 200 INSURER E: Torrance CA 90501 INSURER F: CUVERAGE5 CERTIFICATE NUMBER: !U/bU EUZU21 RFVIRION NI IMRPP. 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 MAYBE 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. INSR LTR TYPE OF INSURANCE INSR MID POLICY NUMBER POLICY EFF MWDDNYYY POLICY EXI' MMIDDIYI'YY LIMITS COMMERCIAL GENERAL LIABILITY EACHOCCURRENCE $ 15.000,000 PREMISES Ea pccuoence $ CLAIMS -MADE OCCUR Limits are Per Claim MED EXP (Any one pemon) $ Emors&Omissions PERSONAL B ADV INJURY $ A 0307-7977 10/01/2020 10/01/2021 GEN'L AGGREGATE LIMITAPPLIES PER: POLICY 0 JECT PRO- ❑ LOG GENERALAGGREGATE $ 15,000,000 PRODUCTS - COMPIOP AGO $ OTHER: Retro 3/31/2017 Retention Per Claim s 250,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTOS 1 BODILY INJURY (Per accidenQ $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY P PROPERTY DAMAGE Per accident $ $ UMBRELLALIAB OCCUR EACH OCCURRENCE s AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I RETENTION $ WORKERS COMPENSATION PER OTH- ANDEMPLOYERSLIABILITY YIN STATUTE ER E.L. EACH ACCIDENT $ ANY PROPRIETORIPARTNERIF_XECUTIVE ❑ OFFICER(MEMBER EXCLUDED? NIA E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes. describe under E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Professional Services include Insurance AgenUBroker, Claims Administration, HR Consultant, Benefits Administrator, Enrollment Services and Third Party Administrator. The definition of an Insured in this policy includes both the company and individuals in their roles as Principals, employees, sub -agents, sub -brokers and independent contractors of the Insured. These individuals are automatically insured for covered Professional Services when they are performed on behalf of and at the direction of the Insured. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza (M-24) AUTHORIZED REPRESENTATIVE Santa Ana CA 92702 ( Irk. �.l.l RW$M�agonmtD[viaimt REVIEWED&APPRCNED BV: ©1988-2015 ACOR �,�,ytiq R. V:.UMuI ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD pick Management Anaryrt Additional Named Insureds Other Named Insureds - 7, Assured Partcers Gmup GP, =L_, _..e AssuredPa C'_Llers Grnup, LP AssuredPartners; Inc. Keenan & Associates Risk MuftMentDivision I' (. REVIEWED S APPROVE] BY: OFAPPINF (02/2007) COPY .� , FM *4114 it, Vjt,, ut Risk Management Analyst ACII CERTIFICATE OF LIABILITY INSURANCE Il.l DATE(MMIDDIYYYY) 05/2812021 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(ies) 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 rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT NAME: Jeanne Vezina AssuredPartners Northeast, LLC. A/C Np Ext: (914) 761-9000 NC, No: (914) 761-3749 445 Hamilton Avenue E-MAIL ADOREss: Leanne.vezina@assuredpartners.com 101h Floor White Plains NY 10601 INSURER(S) AFFORDING COVERAGE NAIC 9 INSURER A. ACE American Insurance Company 10030 INSURED INSURER e Keenan & Associates INSURER C : c/o The AssuredPartners Group, LP INSURER D : 200 Colonial Center Parkway INSURER E: Lake Mary FL 32746 INSURERF: COVERAGES CERTIFICATE NUMBER: UL21b28/2fUU RFVIRION NIIMRFP- 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 MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECTTO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADUL INSD SUSIR MD POLICY NUMBER P LICYEFF MMIDDIYYYY POLICY E P MMIDDNYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ PREMISES Ea occurrence $ CLAMS -MADE OCCUR MED EXP (Any one se.) $ PERSONAL&ADV INJURY $ N/A GEN'L AGGREGATE LIMITAPPLIES PER: PRO- ❑ P PRO- LOC POLICY GENERALAGGREGATE $ PRODUCTS-COMP/OPAGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Eaacdde It $ BODILY INJURY (Per person) $ ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTOS N/A BODILY INJURY (Per aceWenO $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accitlent $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE N/A DED I I RETENTION $ 5 WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY YIN STATUTE ER EL EACH ACCIDENT $ ANY OFFICERIMEMBER EXCLUDED' ECUTIVE ES N/A N/A E.L. DISEASE - EA EMPLOYEE S (Mandatary In NH) If yes, describe under E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS below CYBER LIABILITY A SECURITY 8 PRIVACY COVERAGE D94933262 11/0612020 11/06/2021 $10,000,000 LIMIT $250,000 DED. DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) FOR EVIDENCE PURPOSES ONLY FE City of Santa Ana, Risk Management Division 20 Civic Center Plaza Santa Ana CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 1988-2015 ACOR ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD Wek MmugemmtDiwfpn v RENEWED&APPROVEDBY: z i eI®at` r'IltiYn.f.i A. V+CtR7Lf[ ' Ruk Managertrenl Analyst NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor Keenan & Associates Name: Project A-2021-081 Number: Project Employee Benefits Consulting Services Agreement Name: The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: EXPIRATION TYPE OF INSURANCE POLICY NUMBER COI DATE FILE NAME DATE AUTOMOBILE 22-23 COI (Keenan) City of Santa Ana, Risk BA6N912905 10/01/2023 09/12/2022 LIABILITY Management Division.pdf CYBER LIABILITY - City of Santa Ana, Risk Management Division, WOS, SECURITY & PRIVACY D96553468 11/06/2023 03/22/2023 20 Civic Center Plaza, 4th FL, Santa Ana, CA, COVERAGE 92701.pdf GENERAL LIABILITY 03135278 10/01/2023 09/07/2022 EO22_23_City_of_Santa_Ana_09072022.pdf PROFESSIONAL 03135278 10/01/2023 03/21/2023 EO22_23_City_of_Santa_Ana_09072022.pdf LIABILITY WORKERS 22-23 COI (Keenan) City of Santa Ana, Risk COMPENSATION AND UB9P2912312214E 10/01/2023 09/12/2022 Management Division.pdf EMPLOYERS' LIABILITY Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 6/14/2023 5:38 PM 71/22/2026 E(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 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(ies)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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Arthur J. Gallagher Risk Management Services, LLC PHONE FAX 300 S Riverside Plaza Ste 1500 A/C No Ext: 312-704-0100 A/c,No:312-803-7443 Chicago IL 60606 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:Arch Insurance Company 11150 INSURED INSURERB: Continental Insurance Company 35289 Arthur J. Gallagher, LLC INSURERC:Arch Indemnity Insurance Company 30830 2850 West Golf Road Rolling Meadows, IL 60008 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:740185644 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 CONTRACT OR 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD A X COMMERCIAL GENERALLIABILRY Y Y 41GPP4938418 10/1/2025 10/1/2026 EACH OCCURRENCE $2,000,000 CLAIMS-MADE � OCCUR PREMISES DAMAGE TO PREMISES Ea occurrence) ccurrence $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY D PRO JECT LOC PRODUCTS-COMP/OP AGG $4,000,000 OTHER: $ A AUTOMOBILE LIABILITY 41CAB4938318 10/1/2025 10/1/2026 COMBINED SINGLE LIMIT $5,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident B X UMBRELLALIAB X OCCUR CUE7034611269 10/1/2025 10/1/2026 EACH OCCURRENCE $25,000,000 EXCESS LAB CLAIMS-MADE AGGREGATE $25,000,000 DED X RETENTION$1 n nnn $ C WORKERS COMPENSATION Y 44WCI0501918 10/1/2025 10/1/2026 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICE R/M EMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) General Liability: General Aggregate Per Location Subject to$10 Mil Policy aggregate. APPROVED By Tu Tran Nguyen at 9:36 am,Jan 26,2026 Coverage Extends to: Keenan&Associates 2355 Crenshaw Blvd., Suite 200,Torrance, CA 90501 City of Santa Ana, its City Council,officers,officials,employees,agents and volunteers are included as additional insureds on General Liability policy on primary and non-contributory basis as required by written contract pursuant to and subject to the policy's terms,definitions,conditions and exclusions.Waiver of See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Office of the City Administrator 20 Civic Center Plaza, 4th Floor AUTHORIZED REPRESENTATIVE Santa Ana, CA 92701 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE 710/21/2025 E(MM/DD/YYYY) ACOR" CERTIFICATE OF LIABILITY INSURANCE 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(ies) 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Arthur J. Gallagher Risk Management Services, LLC PHONE FAX 300 S Riverside Plaza Ste 1500 A/C No Ext: 312-704-0100 A/c,Noy 312-803-7443 E-MChicago IL 60606 ADDRESS: certrequests@ajg.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Lexington Insurance Company 19437 INSURED ARTHJGA113 INSURERB:XL Specialty Insurance Company 37885 Arthur J Gallagher&Co and its Subsidiaries INSURERC: Underwriters at Lloyd's London 15792 2850 West Golf Road Rolling Meadows, IL 60008 INSURERD: INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:1003635970 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 CONTRACT OR 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICYNUMBER MM/DD MM/DD COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ OCCUR DAMAGE S( RENTED CLAIMS-MADE PREMISES Ea occurrence) ccurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ POLICY❑ PRO- ❑ JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LAB OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Errors&Omissions 018415132 10/1/2025 10/1/2026 Per Claim/Aggregate $12,000,000 B Excess Errors&Ommisisons ELU20648725 10/1/2025 10/1/2026 Per Claim/Aggregate $10,000,000 C Excess Errors&Omissions FI0121925 10/1/2025 10/1/2026 Per Claim/Aggregate $13,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Effective 8/18/2025 Assured Partners, Inc.and all affiliates and subsidiaries have been acquired by Arthur J.Gallagher&Co. Coverage extends to: Keenan&Associates 2355 Crenshaw Blvd., Suite 200,Torrance, CA 90501 APPROVED By Tu Tran Nguyen at 9:36 am,Jan 26,2026 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Office of the City Administrator 20 Civic Center Plaza, 4th Floor AUTHO IZEDREPRESENTATIVE Santa Ana CA 92701 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD 71/21/2026 E(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 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(ies)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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Arthur J. Gallagher Risk Management Services, LLC PHONE FAX 300 S Riverside Plaza STE 1500 A/C No Ext: 312-704-0100 A/C,No:312-803-7443 Chicago IL 60606 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Indian Harbor Insurance Company 36940 INSURED ARTHJGA113 INSURERB: Lexington Insurance Company 19437 Arthur J Gallagher&Co and its Subsidiaries 2850 West Golf Road INsuRERc: Beazley Insurance Company, Inc. 37540 Rolling Meadows, IL 60008 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:972110567 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 CONTRACT OR 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICYNUMBER MM/DD MM/DD COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR PREMISES DAMAGE TO PREMISES Ea occurrence) ccurrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY D PRO ❑ JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident L $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICE R/M EMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Cyber Liability-Claims Made MTP904630502 5/1/2025 5/1/2026 Aggregate/Per Claim: $10,000,000 B Excess Cyber-Claims Made 013012304 5/1/2025 5/1/2026 Aggregate/Per Claim: $10,000,000 C Excess Cyber-Claims Made V2933A240901 5/1/2025 5/1/2026 Aggregate/Per Claim: $5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Coverage extends to: Keenan&Associates,2355 Crenshaw Blvd, Suite 200,Torrance, CA 90501. APPROVED By Tu Tran Nguyen at 9:36 am,Jan 26,2026 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Office of the City Administrator 20 Civic Center Plaza, 4th Floor AUTHORIZED REPRESENTATIVE Santa Ana CA 92701 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC#: ,a`oRo ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Arthur J. Gallagher Risk Management Services, LLC Arthur J.Gallagher, LLC 2850 West Golf Road POLICY NUMBER Rolling Meadows, IL 60008 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Subrogation applies to additional insureds,as respects General Liability and Workers Compensation policies, pursuant to and subject to the policy's terms, definitions,conditions and exclusions.30 Days Notice of Cancellation applies in favor of Certificate Holder as required by written contract. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM LIQOUR LIABILITY FORM PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE FORM SECTION II — WHO IS AN INSURED is amended to Include as an additional insured the person or organization who is required under a written contract with you to be included as an insured under this policy, but only with respect to liability arising out of your operations or premises owned by or rented to you. All other terms and conditions of this policy remain unchanged. Endorsement Number: Policy Number: 41 GPP4938418 Named Insured: Arthur J. Gallagher, LLC This endorsement is effect Ive on the Inception date of this Policy unless otherwise stated herein:Endorsement Effective ❑ate: 10/01/2025 00 GL0596 00 04 10 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) POLICY NUMBER: 4 4 WC I 0 5 01918 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION WHERE WAIVER OF OUR RIGHT TO RECOVER IS PERMITTED BY LAW AND IS REQUIRED BY WRITTEN CONTRACT PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO DATE OF LOSS For policies or exposure in Missouri: Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10/01/2025 Policy No. 44WC10501918 Endorsement No. Insured ARTHUR J. GALLAGHER & CO. Premium INCL. Insurance Company ARCH INDEMNITY INSURANCE COMPANY DATE OF ISSUE: 10-08-25 Countersigned By WC 00 03 13 (Ed. 4-84) ©1983 National Council on Compensation Insurance. POLICY NUV8ER: 41GPP493841B COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: ANY PERSON OR ORGANIZATION WHERE WAIVER OF OUR RIGHT TO RECOVER REQUIRED BY WRITTEN CONTRACT WITH SUCH PERSON OR ORGANIZATION PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE LOSS . Information required to cornolete this Schedule, if not shown above will be shown In the Declarations. The following is added to Paragraph 8. Transfer Of Fights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work' done under a contract with that person or organization and included In the "products- completed operations hazard". This waiver applies only to the person or organization shown In the Schedule above. CG 24 04 05 09 C Insurance Services Office, Inc„ 200E Page 1 of 1 ❑ POLICY NUMBER: 41GPP4938418 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARYAND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG 20 01 04 13 0 Insurance Services Office, Inc., 2012 Page 1 of 1