Loading...
HomeMy WebLinkAboutXONOVIA TECHNOLOGIES LLC 2 -2007 I' ; VIICEON ALE ~ . "Miff ,PROCEED m.. ,INIUAANCE EXPIRES J), 0 J -0') '-r"- W~OOUNCIL D~ JAN 1 ~ ~OQ8 CONSULTANT AGREEMENT 0: f\l'\Cly'(Jl.A ~_..I.l(MQ llnrnela f""-V" ..'" . . rd THIS AGREEMENT, made and entered mto thIS 3 day of December, 2007 by and between XONOVIA Technologies, a California corporation (hereinafter "XONOVIA"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). A-2007 -272 RECITALS A. City and XONOVIA entered into Agreement A-2006-287, by which XONOVIA agreed to assist the Finance & Management Services department in evaluating the City's IT infrastructure, security processes, and organizational structure in order to promote the proper protection and deployment of resources, with a goal of assisting the City with the identification of Information Technology critical assets and critical information, security needs and implementation of a plan to meet those needs. B. The City desires-that XONOVIA provide additional IT infrastructure evaluation services arising out of the findings and recommendations from the prior services. C. XONOVIA represents that XONOVIA is able and willing to provide such services to the City. D. In undertaking the performance of this Agreement, XONOVIA represents that it is knowledgeable in its field and that any services performed by XONOVIA 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 XONOVIA shall provide additional study, review and recommendations, including implementation of security issues, addressed in the initial study undertaken pursuant to Agreement A-2006-287, as requested, in writing by the Executive Director of Finance and Management Services. This is a joint project agreement and Customer agrees to make key Customer staff members available and provide access to Customer's technical and development environment on a timely basis. 2. DELIVERY OF WORK PRODUCT Except as may otherwise be agreed to by the parties in an Addendum, with respect to any software or other work product identified therein, City shall own all rights in and to all software and other work produce (collectively "Work Product") developed by XONOVIA for City, including all intellectual property and proprietary rights thereto. To the extent any Work Product I is not considered a "work for hire", XONOVIA agrees to assign and will assign and transfer, and will cause its personnel, as defined below, to so assign and transfer to the City, all of its and their rights in and to such Work Product. To the extend applicable, City hereby grants to XONOVIA a nonexclusive, royalty free license to use the Work Product in performing services during the term of this Agreement. Further, to the extent required by XONOVIA to perform the services, City will be responsible for obtaining all required consents (including paying license, transfer or upgrade fees) for XONOVIA and its personnel to access and use City's equipment and software, including any leased equipment and third party software, during the term of this Agreement. If XONOVIA is requested by City to provide any XONOVIA proprietary software or other work product developed by XONOVIA either prior to or independent ofthis Agreement, the parties will negotiate in good faith for a license for City to use such software or other work product. Without limiting the foregoing, nothing contained in this Agreement shall be considered to restrict XONOVIA from any use of any ideas, concepts, methodologies, processes, technologies or other know-how relating to the Services hereunder which XONOVIA, individually or with City, develops under this Agreement. 3. COMPENSATION a. City agrees to pay, and XONOVIA agrees to accept as total payment for its services pursuant to this Amendment, at the rate of $1 00.00 per hour. The total sum to be expended pursuant to this First Amendment shall not exceed $48,000.00, for a total not to exceed amount of $223,000.00 during the term ofthis Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2008, unless terminated earlier in accordance with Section 13, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of Finance and Management Services and the City Attorney. 5. INDEPENDENT CONTRACTOR XONOVIA shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which XONOVTA performs the services which are the subject matter of this Agreement; however, the services to be provided by XONOVTA shall be provided in a manner consistent with all applicable standards and regulations governing such services. XONOVIA 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. 2 6. INSURANCE Prior to undertaking performance of work under this Agreement, XONOVIA shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. XONOVIA 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 ofXONOVIA'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. XONOVIA shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit A upon execution ofthis Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 ofthe Labor Code, XONOVIA, ifXONOVIA has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, XONOVIA agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by XONOVIA pursuant to this section: (i) XONOVIA shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) CertifIcates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. 3 f. IfXONOVIA 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 effect XONOVIA's right to be paid for its time and materials expended prior to notification of termination. XONOVIA 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 XONOVIA agrees to and shall indemnity and hold harmless the City, its officers, agents, employees, consultants, 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 health, and claims for property damage, which may arise from the direct or indirect operations of the XONOVIA or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; 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 ofthe terms of, or effects, arising from this Agreement. XONOVIA further agrees to indemnity, 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 ofthis 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. 8. CONFIDENTIALITY IfXONOVIA receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, XONOVIA 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 XONOVIA disclosed in a publicly available source; (c) is in rightful possession of the XONOVIA without an obligation of confidentiality; (d) is required to be disclosed by operation oflaw; or (e) is independently developed by the XONOVIA without reference to information disclosed by the City. 4 9. CONFLICT OF INTEREST CLAUSE XONOVIA covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Executive Director of Finance & Management Services City of Santa Ana 20 Civic Center Plaza (M-17) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647- 5414 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To XONOVIA: XONOVIA Technologies 19200 Von Karman Avenue, #6024 4th Floor Irvine, California 92612 Telefacsimile (949) 878-4884 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or 5 I 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. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and XONOVIA, 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 ofthis Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative ofXONOVIA. 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 XONOVIA nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services ofXONOVIA, XONOVIA may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent ofthe City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, XONOVIA shall be entitled to receive and the City shall pay XONOVIA compensation for all services performed by XONOVIA 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 XONOVIA to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and XONOVIA 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. 14. DISCRIMINATION XONOVIA shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited 6 by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. XONOVIA affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. 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 ofthe State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES XONOVIA 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. XONOVIA shall notity the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnity City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. II II II II II II II 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: 1 - -, GJlL ,..-.....'... ,.4 , I . 6~:c~~~~ (Y7/~_./- PATRICIA E. HEALY 0 Clerk of the Council APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney By: ~5/(,,/ L / Laura Sheedy / Assistant City Atfurney CITY OF SANTA ANA ~.~~ ~DAVIDN.REA . City Manager XONOVIA TECHNOLOGIES L Y DY KALSI itle) D)~ ~~~ Tax ID# 2U -- Lt I P {, 1 L ~ 8 EXHIBIT A ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY .... . .., r' '~I-\ (,... \,..,)y(.\/() C.Q__ Insurance Company r (\1 ff'/," 'j. .... , This, e~dors:mefJt modifies such insurance as is afforded by the provisions of Policy # t)::l LtI ~ \) :; Lt \ relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. . -'it +." 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center PI~za, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to Named Countersigned by , this endorsement form as a part of Authorized Representative Policy Number: 09421 03 41 Dale Entered: 12/14/2007 ACORD _.._.m"'w"<~.,,....MM____~ '1M CERTIFICATE OF LIABILITY INSURANCE 0" TE !MMiOOffYvY) 12/14/2007 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE H01J{ER. THIS CERTIFICATE DOES NOT AMEND, EXTeND OR AL TER THE COVERAGE AFFOROED BY THE POLICIES BELOW. PRODUCER INSURED XONOVIA TECHNOLOGIES LLC AFFORDING COVERAGE NAIC# 19200 VON KARMEN AV #6024 4TH FLOOR IRVINE, CA 92612 !NSURER F:: COVERAGES THE POLICIES OF INSURANCE USTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED AIlOVE FOR THE POUCY PERIOD INPtCATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF I_NY CONTRACT OR OTHE'R DOCUMENT WITH RESrE'CT TO VI/HICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED l'lY THE POLICIES OESCRIBED HEREIN IS SUBJECT TO ALL THE TEEMS. EXCLUSIONS AND CONDITIONS OF SUCH POUCIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID Cl.AIMS A 03 41 2!1412008 PERSONAL & AOV INJURY ",.,',.,',......."._....._.........m_w_..__w_~. . . POlleY NUMBER COMBINED SINm.E liMIT {E$i ac,c~Q.enO ALL OWNED AUTOS aOOfLY INJURY We-fper$OO} SCHEDULED AUlDS HIRED ,\tn os 03 41 12/14!ZO07 2/14/200B BODlt Y INJURY {Pf$'f 3Ce4ent) NON.,C\lVNPtJ AI.nos PROPERlY DMoIAGE {Per ac~nn (jCCUR CLI>Jr",tS MACE EL DlSE"SE. POLlCY UMiT Df.oUGTml[ RETENtiON WORKERS COMPENSA TlON AND EMP~OYERS' lIABILlTY ANY PROPRIETOR/PARt Nf;RiEXl:CU nVE OFFl<;ERjMEMBER. eXCUJOED? DESCRIPTION or GPERATfONS t lOCAnONS IVEHfCLES f eXCLUSIONS Aot)t;O BY ENOORSEMENT j SPEq,.'\l. PRQVlSiONS THE CITY OF SANTA ANA, ITS OFFICERS, EMPLOYEES, AGENTS AND VOLUNTEERS ARE NAMED THEREIN AS ADDITIONAL INSURED. THIS INSURANCE IS PRIMARY AND NON CONTI.<I:eDTORY TO ANY INSURANCE HELD BY THE CITY OF SANTA ANA, ITS OFFICERS, EMPLOYEES, AGENTS, VOLUNTEERS, AND SUBSIDIARIES. CERTIFICATE HOLDER CANCELLATION THE CITY OF SANTA ANA 20 CIVIC CENTER PLAZA SA}IAT ANA. CA 92701 $14()U~D ANY OF THE ABOVE DESCRIBeD POLICIES aE CANCE~LED IlEH>flE THE ExpmA nON OATE THEREOF., THE ISSUING 'NSUllER WI~L ENVEAVOR TO MAIL DAYS WRITTEN NOTICE TO mE CERTIFICATE HO~DER NAMEO TO THE LEFT, BUT fAILURE TO 00 so $14AI.~ IMPOSE NO OBl.IGATION OR UA LHY or ANY KIND UPON THE INSURER, 'T$ AGENTS DR REPRESENT ATlVES. AUniORIZED REPRESENTATIVE @ ACORO CORPORATION 1988 ACORD 25 (2001/08) IS I " , '\} ;1 L P<:>liC'f Number: 0"42'1 03 41 (jate Enterw: 12/1/2006 ACORD _.........-.._.__...~ CERTIFICATE OF LIABILITY INSURANCE DAn. tlllM/l)O/Y'NYI .ROllUCER Rijhwani Insurance Agency Farmers Insurance 16700 Valley View #140 La Mirada, CA 90638 12/1./2006 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTifiCATE HOLDER. THIS CERTIFICATE DOES MOT AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAle. INSURED XONOVIA TECI'lNOLOGIES LLC 'N&\JRf:"<'>F.~? ..1.!!~',!~!~..5~~9Y.!'_._.. 19200 ~)H ~ffiN AV 16024 4TH FLOOR 0 '1 IPSIlU:, CA nU2 A -~ 0 -J72. iNSJRE? () ~ iNSUi;:F._~ r:: COVERAGES THE POLiCIES or INSUI~ANCE LISTED BELOW HAVE aEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICA,E!). NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONOrTlON OF ANY CONTRACT O~ OlHER DOCUMENT WITH RESPECT TO WHICH THIS C:ER'T1~IC"" Tlo MAV Be ISSUED OR MA't PERTAIN. THE INSURANCE AFFOI~DEl) BY THE POLICIES DESCRiBeD HEREIN IS SUBJEC.T TO ALL THE TERMS. EXClUSIOI'4S AND CONomCJ/'lS OF SUCH POL.lelloS. AGGREGATE LIMITS SHOWN MAY H......e seEN REDUCEO BY PAro CLAIMS I'Htijr"'-tiD'~Im.-", . ..-.....m......_.., ' .,..--.............. ".,.... . POL,C"~..~ffiirc.1iVI.h'".p'oiJc,. EillPiil'A)1'Ofll . POl.tCY lUtl",ER ., . I ' r A : GENtiItA~ Ll,f,BtLrn X [;.X.!~~.~,..EPC.I..L CENEr~}'l: ,~lAl3iUT~ ~..____..,.,_, ~ CiJ\IMS !\tADJ.:. [X~ OCCUR :09421 03 41 12/J!2006 12/1/2007 ~llIUT8 E"'Ot OCCU~flEt<Cg $. ~..:..?9():.O.OO . o.:;I~~"em"1"nTelj.. .,.,.$".75 "('.J,.O,.Q.."..,,.. "B.F..~~~~L~.Jff;.~!~~::!!f:~:9r.": , , MFi.J? .~,~~_.!~~~ _~~.e~~~ ! s 5 , 000 , ~EHOO>l~L.~,61~~.I~~~!J.~.:...:.:..:.~:T,~ O?'.?o.,? .gff.~.~;~~.~.:"~'~flf,QA.:!!'C....._.__s. 2,~, OOO,() 0.0 ;'ROIJ'"C1S . (;OMP,OP "'GG 's ~ ',,():!.~.=..oo..~. . (')o(:N'L ^GGf~fG" rf.;: l.ltAIT ;\I'1)L'ES P€.R IX poucv .""U --1 ~~~~;:. ".-,--." d)C : ' __/TOMeO.,LE L'.81~ITY A iX~" ANV.Io')'rn AU. (}...~;".U:.:D AUTOS i;'::>!oIlH~F.,O $11<(",,, l"-fIT ~t,.. a::ciiMIrri) $ .l., OOc. , 000 E!DOi.;l:' INJlJfi'r ;Pltt f)lor"()Il~ ~~HOI)f]{ lY O"'-.M^Gt:: tP~. fJCC"."t) I ....._ SC~ofH)'JLfo....tnDS ~X HiWLt)Al..JT(~"; iX NON.{~WNED ~(JT(.lS 09421 03 41. 12/1/2006 12/1/2007 ~.J(IL)1l ''f It-..Jlif4''f 7',"itt:t:~) G".....<lE ~...B..ITY . ,~.t!~ t? ~.t:I ~ '!. .: .E:,": ,~.~~~.1?~~ .~~_:_ $___ .: AJ":Y ....1.)!O (YOiER nlAN AUTO ONLY L:AACC :J AGG : S --+- . F,~c:H,g~~lJR.'.'~!'!.c.[;" A(~GP[Gt~Tt.: ; ,~~,~~8.'UllaMEf..L.A t.~JI<<.ITY , t:I....'.C~}R ,~~tAI~S M,l..Dt flf:.Dur.;,IHLf. HE re-NT/ON rt~~~,::Pi.;:.i!i\ .L E: ~...~,I\S.,~~..~gs.r~~.~~~,_~. ;;>"0+; ,~:,~,,: .~ waAKEU COIIIPEWU"11OJIl AND IlNiPlQVEFlS' uaaLlT"1 . ANV PR(JPRlETOM.mT~E.fVv.t,C\J "'if. f;fF!I,:':EHtMEMBtR ES.CLU(J[!,)r H 'fl;t~, tJ~lj"l..u lll~~ Sj)f.l:'CIAL P~OVlSl<'t~S b~iflI OTHER E ,1. r.jlSE~SE' r:~ ~~~_tJt~-~,~~_(; t;.L. tJiSEASE"" PGUCY UMfr t)ESCflJPlIOtl 0" l')pe~AtlONS I i..C>CATlOII& fVe~1.,f"j EXC.l.U:SIOK-Q; ADbEO S:V EHPGRSliMlEHT,- &P'E(.tJ\L 'lft()vt810N9 THE C IT).' OF SJ\UTA i\ltA, ITS OFl!'lCERS, EMPLOYEES, ,AGENTS >>11) VOLOO'l'EEP.S AF.E NAI-iED THEFE m AS ;'.DDITIONAL INSlJFED. THIS IHSTJ}>.ANCE 1$ PEU41l.l'.l ;,Nt) HOU CC;1tITRIBtJ't'Oltl TO .~N.t INSUF~CE HELD BY THE CrT1 OF SAHTJI.. Jl.NA, ITS OFFICERS, EMPLOi:EES, AGEN't'!;, VOI.UN'1'EERS, AND ST.'ESIDrARIES. CERTIFICATE HOLDER CANCELLATION APFR ~j SHOuLD "NT 0' THE ABO"" oueAIUD PO~""U' IE CAIllCEU..EQ BE'OAE ,.- UP'N"no" OUl THEREO.. nlE 'UuINO 'ItSUNER Wll~ ENQLAV()~ TO IIIU.. ~.Q___. OAYS WRITT''''' ""TICE TO 'HI: Ct;;'HlprJC....Tf: tfOL1U" It;UK:D YO THE:' t..Lfl. 8VT fAf\.I.HlE TO DO &0 4",-'1.L IMPosE )to O.l.jGATION OR: llAfHLlt'-f OF" IUh' ....MO UPO~ THE IHtU'UIt:, tf:S "GlII.NT$ OR RE"U&E"TATIYU. .. ", I ,,, A\lT~q.R!fEO U.RUUlTATIVE ,i) {i .' ( U I , lVI ,,/ .. / . !. . ,...~, \..-.".-,--..- THE CITY OF Sl'-I-1-rJ.. MIA .20 CJVl~; ('''EHT'E)( I'~ SAHAT ;U'lA~ c;.. ~.2701 '. ' j'f) ACORD 25 .2001/08) . ) -...- @ ACORO CORPORATION 1988 A~.,l,,[;..l' '- ,'" 1.1 i . ~ f-~~'('\ '('n . . < I \AX ... C:C,.) (,(l J....L '2-. 1 ,j t 1.. o'~ Lf' \ i-:i: ... ': , , ~! . . j : ii ',:"..1,; !:.: ; iJ"'l,..t) 6 C {, L..l "J 1'-' ":t. I ) \ ,".....1 \..) ..,..;\.o'};. ~~, :';.f:\J (;\/ \ /\ i\.i~ ~-. >:: -/~ ._--_..~~ '~t"\ <:.. , !'VWYlCC."" ,-,,,J,'f, ...-J \,I ~ . '.. ,. Cy.,.". () ~ \.; ~j f' I:,":. " :i! .Tt:<....HJ"j ~:.l~(;;;l ': : M, ~ 'I TO FORM 2/2-..____ . ,'/ \~t\)r~.cy ,j: ;';:!i" I \i;- . : d.. t ~ .~.~. :1. ". .:.\ )! I, H ~ r" i.!"\ , :.: l' ;~: ; ; ;:;" ' :",; '!"' ''''1 !. ,!' ; .. .. ;!, .' . . . : .: :; ~',,' ~ ;_~ : d :~ ~ : t ,;; ,'i" .-f'i ':';'; , ,..1-;: L.\.,.(~' ~~~,y~). >'..................' : ..'f-~"" . .' , . j, ~.l~~......... ' l' '. >: .