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HomeMy WebLinkAboutKFB MANAGAMENT INCINSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES Ob •22.1012� CLERK OF COUNCIL DATE: rl TWA ( WWI XI) T-T CONSULTANTAGREEMENT CITY OF SANTA ANA N-2021-193 THIS AGREEMENT is made and entered into on this I" day of June, 2021 by and between KFB Management, Inc., ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation 0 organized and existing under the Constitution and laws of the State of California ("City"). ® RECITALS A. The City desires to retain a Consultant having special skill and knowledge in the field of digital billboards, particularly commercial terms related to media sales and revenue generation. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. hi undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services to the City, the rates and charges identified in Exhibit A. The total amount to be expended during the term of this Agreement shall not exceed $24,900. This amount is comprised of the (1) base sum of$23,400 and (2) a contingency in the amount of $1,500 for additional services at the City's sole direction. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subj ect to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. This Agreement shall commence on the date first written above and remain in effect for a period of one (1) year, unless terminated earlier in accordance with Section 15, below. The term maybe extended for one (1) one-year period upon a writing executed by the City Manager and City Attorney. Page 1 of 8 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to Page 2 of 8 commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident for bodily injury or disease. C. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $2,000,000 per claim with $2,000,000 in the aggregate. d. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Consultant shall supply City with a fully executed additional insured endorsement. e. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Page 3 of 8 Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. Page 4 of 8 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. Page 5 of 8 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Page 6 of 8 Santa Ana, California 92702 To Consultant: Karim Farag Founder/President KFB Management, Inc. 27 Gathering Hill Ct. Morris Plains, NJ 07950 kfbizdev@gmail.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the patties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [Signature Page Follows] Page 7 of 8 N-2021-193 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Brandon Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL: s ht- Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT: Karim Farag Founder/President Page 8 of 8 KFB Management, Inc. City of Santa Ana, California Proposal for Media Consulting Services to support the Digital Billboard RFP Prepared for: Mr. Nabil Saba, PE Executive Director Public Works Agency 20 Civic Center Plaza M-21 Santa Ana, CA 92702 Prepared by: Karim Farag Founder/President KFB Management, Inc. Cell: 973-610-2958 Email: kfbizdev@gmail.com 1 KFB Management, Inc. Scope of Services Task 1. Partner interviews with a focus on sales and revenue model • Review partner proposals and provide additional questions to shortlist partners related to the revenue model Participate in shortlist partner interviews • Engage in calls with shortlist partners to drill down into revenue model and understand key assumptions Task 2. Financial evaluation and negotiations • Help the selection team understand and compare the proposed revenue models • Identify the key levers in maximizing revenue with each potential partner • Assist in negotiating financial terms Task 3. Coordination with legal on commercial terms for final agreement • Translate negotiated commercial terms to legal terms for final agreement • Work with city attorneys to include appropriate language related to the key financial terms • Include appropriate language related to the financial review and reporting requirements for the term of the agreement Compensation KFB services will be billed on an hourly basis at a rate of $260 per hour. We do not anticipate the need for travel, but if travel becomes necessary, KFB will seek prior approval from the City to cover travel expenses. The estimated cost for the proposed scope of work is: Task No. Task Dascri tion Hours Total 1 Partner Interviews 40 $10,400 2 Financial Evaluation and Negotiations 30 $7,800 3 Legal Coordination 20 $5,200 Total: $23,400 KFB will bill the City monthly. Invoices are payable on net 30 payment terms from the date of invoice. If additional services are required beyond those stated in the scope of work, KFB will first seek City's approval prior to performing any additional work. Term KFB services will commence as soon as practical and shall end at the conclusion of the Digital Billboard RFP process. alugned TePison Tori Pierson DatOigir..=021ly0930Wzs<3bynn atop' ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE (MM ODIYYYY) 09/02/2021 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(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: My Protection LLC 101 Gibraltar Dr Suite 3A PHONE (888) 202-3007 ac No: EMAIL ADDRESS: contact@hiscox.com INSURER B AFFORDING COVERAGE NAIC# Morris Plains NJ 07950 INSURERA: Hiscox Insurance Company Inc 10200 INSURED KFB Management Inc. 27 Gathering Hill Court INSURER B INSURER C : INSURER D : Morris Plains, NJ 07950 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY 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 LTR TYPE OF INSURANCE ADOL D SUER D POLICY NUMBER POLICY EFF MM/DO POLICY EXP MM/DDIYYYY LIMITS X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR EACH OCCURRENCE $ 1,000,000 DAMAGE S(RENTED PREMISES Ea ocwnence) $ 100,000 MED EXP (Any one person) $ 5,000 PERSONAL S ADV INJURY $0 A Y Y UDC-4867888-CGL-21 06/11/2021 06/11/2022 LIMIT APPLIES PER: GENERALAGGREGATE $2,000,000 GEN'LAGGREGATE X POLICY PR LOG PRODUCTS - COMP/OP AGO $ S/T Gen. Agg $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT E..cdder t $ BODILY INJURY (Par person) $ ANY AUTO OWNED F7 SCHEDULED AUTOS ONLY AUTOS BODILY INJURY ( Peram) itlent $ HIRED NON WNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DEO I I RETENTION$ S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETORIPARTNEWEXECUTIVE OFFICERIMEMBEREXCWDEDV ❑ NIA I PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE -EA EMPLOYE $ (Mandatory In NH) If yes, d.sctlb. under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ A Professional Liability X UDC-4867901-EO-21 6/11/2021 06/11/2022 Aggregate 2,000,000 Per Occurrence $ 2,000,000 DESCRIPTION OFOPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) City of Santa Ana, its officers, employees, agents and representatives are additional Insured with respect to the General Liability Policy Per the attached endorsement or by written contract. Insurance is primary and noncontributory and in- cludes a Waiver of Subrogation. 30 days notice of cancellation with 10 days notice of non payment of premium in accor- dance with the policy provisions. The City of Santa Ana, its officers, officials, employees, and volunteers are to be cov- ered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. City of Santa Ana Risk Management Division, 20 Civic Center Plaza Santa Ana CA 92702 lafGlrl�l9 �rI11 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, 30 DAY NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AC,I CERTIFICATE OF LIABILITY INSURANCE `/ DATE(MM/DDnTYY) 09/21/2021 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(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 endomement(s). PRODUCER CONTACT NAME: Automatic Data Processing Insurance Agency, Inc. Automatic Data Processing Insurance Agency, Inc. aC.N o Ezt: 1-800-524-7024 aC Ne: EMAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC it 1 Adp Boulevard INSURERA: Travelers Commercial Insurance Company 36137 Roseland NJ 07068 INSURED KFB MANAGEMENT INC INSURER B: INSURER C : INSURER D : 27 GATHERINGHILL CT INSURER E : INSURER F: Morris Plains NJ 07950 COVERAGES CERTIFICATE NUMBER: 2120709 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 LTR TYPE OF INSURANCE ADOLSUBR INSD MO POLICYNUMBER POLICY EFF MM/00 POLICY EXP MMIDD LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE El OCCUR EACH OCCURRENCE $ PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL a ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PHD LOC OTHER: GENERALAGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY COMBI ED S NGLE L IT Ea accident $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION$ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICERIMEMBER EXCLUDED?MY ECUTIVE Y I (Mandatary in NH) If,, describe under DESCRIPTION OF OPERATIONS below NIA N UB9P915066 01/29/2021 01/29/2022 PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE -EA EMPLOYEE $ 1,000,000 E.L. DISEASEPOLICYLIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may he attached if more space is required) 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 Risk Management Division ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE — Rii Mar,rger,n,l Ohitlon Santa Ana CA 92702 �'I�4-,- 'Ili Ii %u �caar n 1988-2015 ACORD C( RkkMa.,aye,rcmCI1 raI A I ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD v Am HISCOX Policy Number: Named Insured: Endorsement Number: Endorsement Effective: UDC-4867888-CGL-21 KFB Management Inc. 24 June 11, 2021 Hiscox Insurance Company Inc. 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 Persons Or Organization(s) The City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s) or organi- zation(s) shown in the Schedule, but only with respect to liability for "bodily injury', "property damage" or "personal and advertising injury' caused, in whole or in part, by your acts or omissions or the acts or omis- sions 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 20 26 07 04 © ISO Properties, Inc., 2004 wi em.q,.w oWi.. a _ RYIEnWEo& AvmOJ® BY: RisklMna9errir,[OmUI(Ytle 10 1410 HISCOX Policy Number: Named Insured: Endorsement Number: Endorsement Effective: UDC-4867888-CGL-21 KFB Management Inc. 22 September 3, 2021 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. MODIFIED WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV —Conditions: You may waive your rights against another party so long as you do so in writing prior to: (i) an offense arising out of your business that caused a "personal and advertising injury'; or (ii) an "occurrence" that caused "bodily injury" or "property damage'. CGL E5402 CW (03I10) Rw� & Ap a+. 76,i P& by rtux Marw9ennn a..r�iane Includes copyrighted material of Insurance Services Office, Inc., with its permiss AM HISCOX Policy Number: UDC-4867888-CGL-21 Named Insured: KFB Management Inc. Endorsement Number: 23 Endorsement Effective: September 3, 2021 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY -OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy, pro- vided: 1. you have agreed in a written contract or agreement to add such additional insured to a policy providing the type of coverage af- forded by this policy; and 2. you have agreed in a written contract or agreement with such additional insured that this insurance would be primary and would not seek contribution from any other insur- ance available to the additional insured. CGL E5581 CW (03116) Includes copyrighted material of Insurance Services Office, Inc., with its permission RJA M.'g� ARVRWm Br: x-aI�I�ineum6 _ %u f�icxeok Rkk Mana9enm, Oai(al h,f e