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HomeMy WebLinkAboutJOHNSON CONTROLS 3 -2008 N-2008-004 INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES /0- 0/ - O? CLERK OF COUNCIL OATE:JAN 3 0 zaaa CONSUL T ANT AGREEMENT THIS AGREEMENT, made and entered into this 26th day of November, 2007 by and between Johnson Controls, a corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of maintenance and repair ofHV AC systems. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance ofthis 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 provide parts and repair to the HV AC system at the Police Administration and Detention facility, as set forth in Exhibit A to this Agreement. Additional services, consultation and training may be provided upon the written authorization of the Executive Director of Finance and Management Services. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $23,700.00 during the term of this 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. 3. TERM This Agreement shall commence on the date first written above and terminate on December 31, 2008, unless terminated earlier in accordance with Section 12, below. This Agreement term may be renewed for one additional one-year period, upon the exercise of an option by the City. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. 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. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this 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 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 2 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 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. 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 effect Consultant's right to be paid for its time and materials expended prior to notification oftermination. 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. 6. INDEMNIFICATION Consultant agrees to and shall indemnify 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 Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; 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 ofthe terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. 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 3 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. 8. 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. 9. 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 and 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 4 To Consultant: Johnson Controls, Inc. 12393 Slausen Avenue Whittier, California 90606 Telefacsimile (562) 464-3270 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. 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 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. 11. 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 ofthe services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. 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 completed as of such date, and in such case such work product shall be 5 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 ofthis Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. 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. 15. 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. 16. 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 indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. II II II 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA ~- P A TRIC1A E, HEALY Clerk of the Council ~~ City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney By' ...... >/AL ../:J. /'. ./(i . ,l. ('. '-f '.. . / Laura Sheedy Assistant City Attorney JOHNSON CONTROLS RECOMMENDED FOR APPROVAL ~~ L. CLA YBROOKE Metro General Manager - Services ~~~~"A~~~~~ FRANCISCO GUTIERREZ Executive Director Finance and Management Services Tax ID# 3fi ~ 03<6'00 10 7 EXHIBIT A SCOPE OF SERVICES Consultant shall provide emergency maintenance and repair of the HV AC system at the Santa Ana Police Administration and Detention Facility on an on-call basis. Consultant will also provide consultation and training, as requested by the Executive Director of Finance and Management Services or his designated representative. The current repair labor rate for maintenance and consultation is $ 130/hour during normal business hours (7am to 5pm) and $ 195/hour for after hours work. In addition, Consultant shall provide JCI parts at 50% off of list price. Training shall be invoiced per Consultant's current catalog rate. The parties estimate that repairs and parts will be provided in a not to exceed amount of$17,000 during the term of this Agreement, and that consultation and training will be provided in a not to exceed amount of $6,700 during the term of this Agreement. 8 ~ I . EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # 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. 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 Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective. ) , this endorsement form as a part of Effective Policy # Issued to Named Insured Countersigned by Authorized Representative 9 ~ CERTIFICATE OF INSURANCE \ DATE MARSH USA INC. 01/03/2008 ... .. :ODUCER A ". ;U;O~-( ;:l.:l. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTLFICA TE HOLDER OTHER THAN THOSE PROVIDED IN THE Marsh USA Inc. 'I I' POLICY. THIS CERTIFICATE DOES NOT AMEND. EXTEND OR ALTER THE COVERAGE 411 East Wisconsin Avenue " -oj AFFORDED BY THE POLICIES DESCRIBED HERELN, Suite 1600 " -0:2- /1M a_at Ratmg Milwaukee, Wisconsin 53202-4419 A-~Db-:203 COMPANIES AFFORDING COVERAGE (A. 01 01/0210$) Ann: CPU. Phone (414) 290-4912 Fax: (414) 290 4953 *See Below CPU _Milwaukee@marsh.com N~cRO\)Y- 00 'i Company ACE American Insurance Company A+XV A P.O. Box 41484, Philadelphta. PA 19101 ISURED Company Sentry Insurance A Mutual Co. A+XV Johnson Controls, Inc. Ann: Corp. Risk Mgmt. X-92 B 1 BOO North Point Drive, Stevens Point. WI 54481 Johnson Controls Battery Group, Inc, P.O, Box 591 Johnson Controls Interiors, L.L.C. Milwaukee, WI 53201 Company Indemnity Insurance Company of North America Cal-Air, Inc. e and for CA. WI and EX WC: ACE A+XV GES America, L.L.C. American Insurance Company Oplima Batteries. Inc. PO Box 414B4, Philadelohia, PA 19101 USI Companies, Inc. Company Lexington Insurance Company A+XV York International Corporation D 100 Summer Slreet, Boston, MA 02110 :OVEAAGE$. ...... This.eertificateSlJOersedes and reolooe$ sriv oreviQ\islv'lSStJEt<:l Certificate. THIS LS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED. NOlWlTHSTANDING ANY REQUIREIoAENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERT AIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. CONDITIONS AND EXCLUSIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS :0 POLICY EFFECTIVE POLICY EXPIRATION T TYPE OF INSURANCE POLICY NUMBER DATE (MM/OOIYY) DATE (MM/DOIYY) LIMITS R ~ GENERAL LIABILITY (1) 13) (4) GENERAL AGGREGATE $ 5.000.000 f-- HDOG2373283A 10-1-2007 10-1-2008 X COMMERCiAl GENERAL LIABILITY PRODUCTS.COMPIDP AGG $ 5,000.000 l CLAIMS MADE ~ OCCUR PERSONAL & ADV INJURY $ 5,000,000 OWNER'S & CONTRACTOR'S PROT EACH OCCURRENCE $ 5.000.000 T Contractual FIRE DAMAGE (Anv one fire\ $ 5.000.000 X x,C,U (Explo~on. CoIIap.... Und0<9rou1d) X Addltionallnsured (See B"ow) MED EXP IAn. one oerson) $ 50,000 3 ~OMOB1LE L1ABLlITY (2) (3) (4) 90-04606-01 10-1-2007 10-1-2008 COMBINED SINGLE LIMIT $ 5,000,000 X ANY AUTO ..:....:- ALL OWNED AUTOS BODilY INJURY >-- SCHEDULED AUTOS (Per person) ~ HIRED AUTOS BODILY INJURY )( NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE GARAGE LIABILITY AUTO ONLY EA ACCIDENT - ANY AUTO OTHER THAN AUTO ONLY: - EACH ACCIDENT AGGREGATE D EXCESS LIABIliTY $ 5,000,000 5577735 10-1-2007 10-1-2008 EACH OCCURRENCE ~ UMBRELLA FORM AGGREGATE $ 5.000.000 OTHER THAN UMBRELLA FORM C WORKERS COMPENSATION AND XlWCSTATU. ; \ 17TH' EMPLOYERS' LIABILITY 14) WLRC44473094 - AOS 10-1-2007 10-1-2008 TORY LIMITS ER .' WLRC44473136 - CA EL EACH ACCIDENT $ 1.000.000 THE PROPRIETOR} ~ INCL SCFC44473057 - WI $ 1,000,000 WCUC4447301A - EX WC EL DISEASE-POLICY LIMIT PARTNERS/EXECUTLVE EXCL El DISEASE EACH EMPLOYEE $ 1,000.000 OFFICERS ARE OTHER (1) ADDITIONAL INSURED: If requinld by conlract, Includes coverage for Addiliooallnsureds per attached .ndors.menl (2) AOOITIONAL INSUREO: If required by contract, includ.s cov.rage for Addillonallfl5ureds and Loss Pay.. as required by contract. (3) PRIMARY COVERAGE: Where required by lea.a or contracl, this coverage Is primary and nol .~c... of or contributing with other insurance or self-insurance, (4) WAIVER OF SUBROGATION: Insu....d waives subrogation to the extent ....quir.d by conlract. DESCRIPTION OF OPERA TIONSilOCA TIONSNEHICLESISPECIAL ITEMS JC Contract No. 83737111 Projecl Name: Santa Ana Reg Trans BI Chiller 83737111 Ser Customer PO Number: SIGNED AGREEMENT 3.73119E+11 CITY OF SANTA ANA CERnFICATE HOLDEIt ..... . CANCELLATION SHOUlD mY OF THE POLICIES DESCRIBED HEREIN BE cANCEUEO 8EfORE THE EXPIRATION OATE THEREOF. CITY OF SANTA ANA THE ISSUING COM'ANY Wlll.'''I5-'' "'R To.......L 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOlDER NAMED HEREIN, IiiJI6lT ralb.' 'fiCll;;."JQ rUIL. t""11 rJQTI~~ &11Ab.' ",pg-iljl;;. trO 20' tC"T19tl QR U.illfTY Qr "tPl' Krr>IQ Mario Ghizzi '..l'PQtJ TI i& Itl~' 'f<1~ . 'TQRl:'ltlC 1i:9' '''R'' s:t., ITt "~~nn;: SR RWA"thHT"'ll' IliIL CLERK OF THE CITY COUNCIL MARSH USA INC BY: 20 CIVIC CENTER PLAZA M-30 fr /;:;1./7: , _/ AW"~-;7-) SANTAANA,CA 91702-1988 ,-7~ .' ;:-,:,,:-.."':';:===:w~.:-=~-=~:;=~.:=::-.;~"t::::~r~=.::=;:::"":o;n::''i::~~=~-:;":J:=~:-:~~-=='::" ,"_d~"'dt",!I_....._"'.""'''''IMMt.-''''In.....'''''''ikOoO''fMritacf-... .... . . '. ." ...... ..".,A""'u.i;"'..""-_......."'~,~....~l... ',;.; "",:lil w. \ii.~';'Di. ....~lU~....:...""I1; ......u'_; ,)ero!<J....... -'0"," ." tIiii. nu.ini'll...""'td."r . .r["t Branch Noillu:aHon ~/I":U ;)CT>;Il.:C VVt;")1 li.' lA'" n"!:'.......'~ ...'" ""'" f ,!_ \:GER: HDOG2373283A COMMERICAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE l I ,:.,,;1 ; \ Uf Covered Operations ,. :';i ~ontract, Santa Ana Reg Trans BI Chiller 83737111 i ,:qLJlre~_to complete this Schedule, if not shown above, will be shown in the Declarations, Endorsement #A2 '.i,:' i T;'~ "Le. '- iNSURED..., OWNERS, LESSEES OR CONTRACTORS - NAMED INSURED'S ACTS OR OMISSIONS ONLY : '.,) II .- Who Is An Insured is amended to ~.'itional insured the person(s) or , ,"]c'"lIfI in the Schedule. but only with "', lor "bodily injury". "property damage" or , oI,d advertising injury" caused solely by: I ,'ur acts or omissions; or I h~ acts or omissions of those acting on d:f; , '~""'CP of your ongoing operations for the _""~;,sJ at the location(s) designated above. .1:;'_.'.1.;; B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply' This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work. induding materials. parts or equipment furnished in connection with such work. on the project (other than service, maintenance or repairs) to be perfonned by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 1. That portion of .your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in perfonning operations for a principal as a part of the same proiect. Endorsement #A2A ,.1.fJDi T iGNAL INSURED-OWNERS, LESSEES ORCONTR.ACTORS,- COMPLETED OPERATIONS- NAMED INSURED'S ACTS OR OMISSIONS ONLY I1hr' 1<; An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the ;'; .v; th respect to liability for .bodily injury" or .property damage" caused solely by "your work" at the location , ,~Iibed in the schedule of this endorsement pertonned for that additional insured and included in the .products- , .:"tior>S hazard: l c CERTIFICATE OF INSURANCE 1 DATE MARSH USA INC. 10/27/2008 PRODUCER THIS CERTIFICATE 1$ ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOlDER OTHER THAN THOSE PROVIDED IN THE Marsh USA Inc. 10838SE POLlCY THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES DESCRIBED HEREIN. 411 East Wisconsin Avenue AM B..tFbtil'lg Suite 1600 COMPANIES AFFORDING COVERAGE I". aI otlO1tO&) Milwaukee, Wisconsin 53202-4419 *See Below Attn: CPU, Phone (414) 290-4912 Fax (414) 29Q..4953 Company ACE American Insurance Company CPU_Milwaukee@marsh.com A P.o Box 41484. Philadelphia, PA 19101 A+XV INSURED Company Sentry Insurance A Mutual Co. A+XV Johnson Controls, Inc. Attn: Corp. Risk Mgmt. X-92 B 1800 North Point Onve, Stevens Point, WI 54481 Johnson Controls Battery Group, Inc. P.O. Box 591 Company Indemnity Insurance Company of North America Johnson Controls Interiors, L.L.G. Milwaukee, WI 53201 JCIM US LLC C and for CA, WI and EX WC: ACE A+XV Gal-Air, Inc. American Insurance Company GES America, L.L.G. P,O Box 41484 Phil~"'hia. PA 19101 Metro Mechanical Inc. Company Optima Batteries, Inc. 0 ACE Property & Casualty Insurance Company A+XV USI Companies, Inc 436 Walnut street, Ph;ladelph~, PA 19106 York International Cornnration COVERAGES This certificate suoersedes and reolaces any oreviouslv issued certificate. THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLlCY PERIOD INDICATED. NOT'NITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. eo POLICY EFFECTlVE POLICY ~RATlON LT TYPE OF INSURANCE POLICY NUMBER DATE (MMlDONY) DATE (MMlD01YY) LIMITS R A GENERAL LIABILITY {1} (3) (4) GENERAl AGGREGATE $ 5,000,000 'X COMMERCIAL GENERAL LIABILITY HDOG23746396 10-1-2006 10-1-2009 PRODUCTS..cOMP/OP AGG $ 5,000,000 l CLAIMS MADE ~ OCCUR PERSONAl & ADV INJURY $ 5,000,000 'X OWNER'S & CONTRACTOR'S PROT EACH OCCURRENCE $ 5,000,000 Contractual FIRE DAMAGE IAnv onefire\ $ 5,000,000 X x.c.u (Explosion. Collapse, Underground) X AdcIillonallnsured-OwnerlLe.....esor MED EXP (Anv one person) $ 50,000 Conln.ctore See Below B ~TOMOB1LE LIABILITY (2) (3) (4) 90-04606-01 10-1-2006 10-1-2009 COMBINED SINGLE LIMIT $ 5,000,000 ~ ANY AUTO M _ ALL OWNED AUTOS BODILY INJURY ex SCHEDULED AUTOS {Per person) HIRED AUTOS 'fJJu P ~! I! L; BODILY INJURY -jf NON-OWNED AUTOS (peracc:ident) c"- . PROPERTY DAMAGE GARAGE LIABILITY ') AUTO QNLY-EAACCIDENT RANYAUTO OTHER THAN AUTO ONLY: EACH ACCIDENT D EXCESS LIABILITY $ 5,000,000 XOO G23665014 10-1-2008 10-1-2009 EACH OCCURRENCE ~ ~MBRELLA FORM $ 5,000,000 AGGREGATE OTHER THAN UMBRELLA FORM C WORKERS COMPENSATION AND WLRC42650565 - AOS 10-1-2008 10-1-2009 X IfCSTATU- 5\ WTH- EMPLOYERS' LIABILITY (4) WLRC42650573 - CA TORY LIMITS ER SCFC42650615 - WI EL EACH ACCIDENT $ 1,000,000 THE PROPRIETORI . ~ INeL WCUC42650627 - EX WC $ 1,000,000 EL DISEASE.POLlCY LIMIT 6~~~e:~:iCUTIVE EXCL EL DISEASE-EACH EMPLOYEE $ 1,000,000 OTHER (1) AOOlTlONAL INSURED: If required by contract,.lnctudetl coverage for Additional Insureds per endorwment attached. (2) ADDITIONAL INSURED: tf required by contract, Includes coverage for Addtttonallnsuredl and Lo" Payees as required by contract. l~t ,PRIMARY COVERAGE: Where required by lease or contract,. this c~~~~ ~I,:ry and not excess of or contributing with other Insurance or self.lnsurance. .. WAIVER OF SUBROGATION: Insured waives s to the exwnt ulred contract. DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLESfSPECIAL ITEMS JCIContractNo. Project Nama: All WOl'X performed by above insured Customer PO Number. CERllFICA TE HOLDER CANCELLATION SHOULD ANY OF THE POUCIES DESCRIBED HERBN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. City of Santa Ana THE ISSUlNGCOMP!\NY WILL E;''''(".' .~n T~ MAIL ~ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER Building Maintenance M-ll NAMED HEREIN. O"T~' . n~ T~'" - - ...-_._~ - ... ._~~~ . _ ~~. _._~. ~n' ._ ~. _~ ..n'~"~ 20 Civic Center Plaza . ",'I-..r ..._.~_~ .r~~~_' _ ___~._~ ._~ ._r.~_ ~~~_'"'""'(~_"_'T"-'~ Basement MARSH USA INC. BY: I /liY~ 7' Santa Ana, CA 92701 ~ // /;1t/;'" -;c> ........ 8H.t...uftO' or...""...... pWIId...for I-....ao& purpoIl..ontyand.._-, upOlll~ """...,..,t...-"rOIflBplV........-.lI USAlnc:. DII",_$8l1Onll h.... _~to.ud1I'11l1ng11o. ...h USA Inc.'""lIt,.lIlI_h..... no IHpoMlIIIIll:)Oor CIlIIlpIOI'1to.lllfonn.' ....otc:l*floldIr 01'",,,,- NIyIIoQ UpoI'I thlIl..~or.., w...-In...a. ..... a.trMlltp~"",,"""clI- """" USA IIIc. ........ no.lIIIlIly_ ....pKlto....~orfWlun ablII1rlO INlY cl.......of..,Yortll.In._CGIl'IJN'l'"...-"""'I..........I..._""pollc:IM~""*'. ..tb.A"'Dli,'"IiTV I-,,,,'..""""'b Ri.....M.. ..,R_u""" 1.."l~\li,Woob<Dr_.suil<~n. n_,MonhUS,l.I><_..........IoDf.""""...'..lbol...r<dwith 'o'hi.~'-_ocdh...for r<..'''''''~ '\-'\1 v 1 j, .1/,' ", {;u, I t,... P' - \ '. ~, POLICY NUMBER: HDOG23746396 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY COMMERICAL GENERAL LIABILITY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s\ Or OrQanization{s): If required by contract, City of Santa Ana Location{s) Of Covered Ooerations As required by contract, All work performed by above insured Information reauired to comolete this Schedule, if not shown above, will be shown in the Deciarations. Endorsement #A2 ADDITIONAL INSURED _ OWNERS, LESSEES OR CONTRACTORS - NAMED INSURED'S ACTS OR OMISSIONS ONLY A. Section II _ Who Is An Insured is amended to include as B. With respect to the insurance afforded to these additional an additional insured the person(s) or organization(s) insureds, the following additional exdusions apply: shown in the Schedule, but only with respect to liability for "bodily injury", ~property damage" or "personal and This insurance does not apply to "bodily injury" or advertising injury" caused solely by: "property damage" occurring after. 1. Your acts or omissions; or 1. All work, including materials, parts or equipment 2. The acts or omissions of those acting on your behalf; furnished in connection with such work, on the project: (other than service, maintenance or repairs) in the performance of your ongoing operations for the to be performed by or on behalf of the additional additional insured(s) at the location(s) designated above. insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same oro;ect. Endorsement #A2A ADDITIONAL INSURED _ OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS - NAMED INSURED'S ACTS OR OMISSIONS ONLY Section 11_ 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" or "property damage" caused sotely by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products- comoleted ooerations hazard." POLICY NUMBER: HDOG23746396 Endorsement Number: A3 COMMERICAL GENERAL LIABILITY CG24041093 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ CAREFULLY WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHER TO US This endorsement modifies insurance provided under the following: COMMERICAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: If required by contract, City of Santa Ana (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV - COMMERICAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: 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. Policy Symbol Policy Numbe HOO G23746396 Issued By (Name of Insurance Company) Policy Period 10/01/08 to 10/01/09 Endorsement Number A4 Effective Date of Endorsement 10/01/08 Named Insured Johnson Controls, Inc. ACE American Insurance Com an THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY INSURANCE WHERE REQUIRED BY CONTRACT This endorsement modifies insurance provided under the following: COMMERICAL GENERAL LIABILITY COVERAGE FORM Section IV _ Commercial General Liability Conditions -Item 4. Other Insurance is replaced with the following: a. Excess Insurance If other collectible insurance with any other insurer is available to the insured and that other insurance covers a loss also covered by this policy, the insurance provided by this policy shall apply excess of and shall not contribute with such other insurance. Excess insurance over the limits of liability in this policy does not prejudice this insurance and the existence of such insurance shall not reduce any liability under this policy. b. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until ~ has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contributions by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limits of insurance to the total applicable limits of insurance of all insurers. c. Primary Where Required by Contract or Agreement This policy will apply as primary insurance and will not contribute or share with other primary insurance, where required by contract or agreement entered into by the Named Insured. CC-1E15 Ptd. In U.S.A. Automobile Liability Policy Named Insured: Johnson Controls, Inc. Endorsement Number: A Policy Number: 90-04606-01 Policy Period:10-1-OS TO 10-1-09 Effective Date of Endorsement: 10-1-0S Issued by (Name of Insurance Company): Sentry Insurance A Mutual Co. Insert the policy number. The remainder of the information of the infonnation is to be completed only when this endorsement is issued subsequent to the preparation of the policy. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US CONDITION 5. OF BUSINESS AUTO CONDITIONS (SECTION IV) IS AMENDED TO READ FOLLOWS: 5. IT IS AGREED THAT A WAIVER OF SUBROGATION APPLIES TO ANY ENTITY TO WHOM YOU ARE OBLIGATED BY VIRTUE OF A WRITTEN CONTRACT TO WAIVE YOUR RIGHTS OF RECOVERY, BUT ONLY TO THE EXTENT REQUIRED BY SUCH CONTRACT. FOR ALL OTHER ENTITIES, SUBROGATION WILL BE PURSUED, UNLESS THE NAMED INSURED NOTIFIES US THAT SUBROGATION SHOULD NOT BE PURSUED. SPECIAL JOH 90-04606-01 00 041 Change Effective 10-01-06 BLANKET ADDITIONAL INSURED COVERAGE "WHO IS AN INSURED" IS AMENDED TO INCLUDE AS AN INSURED ANY PERSON OR ORGANIZATION TO WHOM THE NAMED INSURED IS OBLIGATED BY VIRTUE OF A CONTRACT, ENTERED INTO BEFORE LOSS, TO PROVIDE INSURANCE SUCH AS IS AFFORDED BY THIS POLICY AND ANY ENDORSEMENT APPLICABLE THERETO, BUT ONLY TO THE EXTENT REQUIRED BY SUCH CONTRACT. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT TO WHICH THIS ENDORSEMENT MAY APPLY, THE INSURANCE AFFORDED AN ADDITIONAL INSURED SHALL BE SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF THIS POLICY AS OTHERWISE APPLICABLE. SPECIAL JOH 90-04606-01 00 041 Workers' Compensation and Employers' Liability Policy Named Insured: Johnson Controls, Inc. Endorsement Number: AA Policy Number: WLRC42850585 - AOS WLRC42850573 - CA SCFC42850615 - WI Policy Period:10-1-08 TO 10-1-09 Effective Date of Endorsement: 10-1-08 Issued by (Name of Insurance Company): Indemnity Insurance Company of North America and for CA and WI: ACE American Insurance Comnanv Insert the policy number. The remainder of the information of the infonnation is to be completed only when this endorsement is issued subsequent to the preparation of the pOliCY. Schedule Person or Organization: If required by contract, City of Santa Ana Job Description: All work performed by above insured WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS WCOO0313 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. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA WC 04 03 06 fEd. 4-84' 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 required you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additionai premium for this endorsement shall be _INCLUDED_% of the California workers' compensation premium otherwise due on such remuneration. Copyright 1982-83. National Council on Compensation Insurance Authorized Agent N-aooB- 00~-01 '~~ c °R° CERTIFICATE OF LIABILITY INSURANCE oAT10/9/2009 ' . ., PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Marsh USA Inc. 10838SE HOLDER. THIS CERTIFICATE DOES NOT AMEND EXTEND OR 411 East Wisconsin Avenue Suite 1600 , ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Milwaukee, WI 53202 - 4419 *SEE REVERSE FOR AM BEST RATING Attn: CPU, Phone (414) 290-4912 Fax (414) 290-4953 NAIC # CPU Milwaukee marsh.com INSURERS AFFORDING COVERAGE SEE REVERSE INSURED Johnson Controls, Inc. Attn: Corp Risk Mgmt. X-92 INSURER A: SEE REVERSE SIDE FOR INFORMATION Johnson Controls Battery Group, Inc. P.O. Box 591 Johnson Controls Interiors, L.L.C. Milwaukee, WI 53201 INSURER B: SEE REVERSE SIDE FOR INFORMATION JCIM US LLC Cel-Air, InC. INSURER C: SEE REVERSE SIDE FOR INFORMATION GES America, L.L.C. Metro Mechanical Inc. Optima Batteries, InC. INSURER D: SEE REVERSE SIDE FOR INFORMATION USI Real Estate Brokerage Services Inc. York International Cor oration INSURER E: COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NSR LTR ADD'L NSRD TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS DATE DATE MM/DD/YY MM/DD/YY A GENERAL LIABILITY (i) (3) (4) H DOG24934056 10/1 /2009 10/1 /2010 EACH OCCURENCE $ S~QQQ~QQQ ® COMMERICAL GENERAL LIABILITY DAMAGE TO RENTED $ 5 000 000 PREMISES Ea occunence , , ^^ CLAIMS MADE ®OCCUR ® MED EXP (Any one person) $ SO,000 Contractual ® PERSONAL & ADV INJURY $ 5,000,000 X,C,U GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ S,000,OOO : PRODUCTS-COMP/OP AGG $ 5,000,000 POLICY PROJECT LOC B AUTOMOBILE LIABILITY (2) (3) (4) ~~ g0-04606-01 10/1/2009 10/1/2010 COMBINED SINGLE LIMIT $ S 000 OOO ® ANY AUTO (Ea Accident) , , ^ ALL OWNED AUTOS '{ Al FRO `JL~) ~ `~(`~ ~' i3 T q d\lYl BODILY INJURY $ ^ SCHEDULED AUTOS (Per person) ® HIRED AUTOS ~"~' t % ~ ~ ~ ` '7 ~ BODILY INJURY (Per accident) $ ® NON-OWNED AUTOS ~'- ~ / 1 ! PROPERTY DAMAGE GARAGE LIABILITY - ~ ' C ~' ~" - ~ ' % AUTO ONLY - EA ACCIDENT $ ^ ANY AUTO AJSISI l f1Ci01 ile5 OTHER THAN EA ACC $ AUTO ONLY: AGG $ D EXCESSIUMBRELLA LIABILITY XOO 624901154 10/1/2009 10/1/2010 EACH OCCURRENCE $ S,000~QQQ ® OCCUR ^ CLAIMS MADE AGGREGATE - $ 5,000,000 ^ $ DEDUCTIBLE ^ RETENTION $ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY (4) WLRC45702017 - AOS 10/1/2009 10/1/2010 ® WC STATU- ^ OTH- TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE WLRC45702029 - CA E.L EACH ACCIDENT $ 1 QQQ QQQ SCFC45702030 WI . ~ ~ OFFICER/MEMBER EXCLUDED? ^ Y/N - --~ (Mandatory in NH) WCUC45702042 - EX WC E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under WCUC45702625 - EX WC FL E.L. DISEASE -POLICY LIMIT $ 1 ,000,000 OTHER (1) ADDITIONAL INSURED: If required by contract, includes coverage for Additional Insureds per attached endorsement. (2) ADDITIONAL INSURED: If required by contract, includes coverage for Additional Insureds and Loss Payees as required by contract (3) PRIMARY COVERAGE: Where required by lease or contract, this coverage is primary and not excess of or contributing with other Insurance or self-insurance 4 WAIVER OF SUBROGATION: Insured waives subro ation to the extent re wired b contract. DESCRIPTION OF OPERATIONS /LOCATIONS / VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS JCI Comroq No. JCI Protect Name:All work paMomred by above IroureG Customer PO Number: VGKIIrIl.A1C 1'7VLUGK ~~ C4NCF11 OTI(]N ~ - ~ - ,.~ ~ ~ City of Santa Ana - SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE Building Maintenance M 11 !'' ` EXPIRATION DATE THEREOF, THE INSURER AFFORDING COVERAGE WILL LMDGAVGA-7a 20 Civic Center Plaza Y I ` _ ; ~ MAIL 3O DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, IiliT Basement Santa Ana, CA 92701 • ;.i • y~ `~ ~ ~ f» tr i it „ ,,,yj~, AUTHORIZED REPRESENTATIVE /~ ~' /~,.. - ~ - /' j i .., .. Of MARSH USA INC. ~ ` Na.Vlcu ca (cvvyrv-1~ ©ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. AM Best Rating COMPANIES AFFORDING COVERAGE (as of 9/1/09) NAIC # SEE BELOW INSURER A: ACE AMERICAN INSURANCE COMPANY A+ XV 22667 PO Box 41484, Philadel hia, PA 19101 INSURER B: SENTRY INSURANCE A MUTUAL CO. A+ XV 24988 1800 North Point Dr., Stevens Point, WI 54481 INSURER C: ACE AMERICAN INSURANCE COMPANY FOR A+ XV 43575 CA, FL, WI AND EX WC; INDEMNITY INS. CO OF NORTH AMERICA FOR ALL OTHERS PO Box 41484, Philadel hia, PA 19101 INSURER D: ACE PROPERTY & CASUALTY INSURANCE A+ XV 20699 COMPANY 436 Walnut Street, Philadel hia, PA 19106 *A.M. Best ratings of insurers are provided for information purposes only and are based upon information with respect to such ratings available to Marsh USA Inc. on the date set forth herein with respect to such ratings. Marsh USA Inc. will have no responsibility or obligation to, inform the certificate holder or any person relying upon this certificate of any changes in such A.M. Best ratings occurring after such date. Marsh USA Inc. will have no liability with respect to the solvency or future ability to pay claims of any of the insurance companies which have issued the insurance policies referenced herein. "' The Auto Liability placement was made by Risk Management Resources, Inc., 121 W. Wacker Dr., Suite 2325, Chicago, IL. Marsh USA Inc. acts in the role of consultant to the Insured with respect to this placement, which is indicated for your convenience. POLICY NUMBER: HDOG24934056 COMMERICAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Persons Or Or anization s If required by contract, City of Santa Ana Location(s) Of Covered Operations As required by contract, All work performed by above insured Information re uired to com lete this Schedule, if not shown above, will be shown in the Declarations. Endorsement #A2 ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -NAMED INSURED'S ACTS OR OMISSIONS ONLY A. Section II -Who is An Insured is amended to B. With respect to the insurance afforded to these additional include as an additional insured the person(s) or insureds, the following additional exclusions apply: organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or This insurance does not apply to "bodily injury" or "personal and advertising injury" caused solely by: "property damage" occurring after: 1. Your acts or omissions; or 1. All work, including materials, parts or equipment 2. The acts or omissions of those acting on your behalf; furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional in the performance of your ongoing operations for the insureds) at the location of the covered operations additional insureds) at the location(s) designated above. has been completed; or 1. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same ro~ect. Endorsement #A2A ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS - NAMED INSURED'S ACTS OR OMISSIONS ONLY Section 11-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" or "property damage" caused solely by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products- completed operations hazard." POLICY NUMBER: HDOG24934056 Endorsement Number: A3 COMMERICAL GENERAL LIABILITY CG 24 04 10 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ CAREFULLY WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHER TO US This endorsement modifies insurance provided under the following: COMMERICAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: If required by contract, City of Santa Ana (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV - COMMERICAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: 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. Named Insured Johnson Controls, Inc. Endorsement Number A4 Policy Symbol Policy Numbe Policy Period Effective Date of Endorsement HDO 624934056 10/01/09 to 10/01/10 10/01/09 Issued By (Name of Insurance Company) ACE American Insurance Com an THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY INSURANCE WHERE REQUIRED BY CONTRACT This endorsement modifies insurance provided under the following: COMMERICAL GENERAL LIABILITY COVERAGE FORM Section IV -Commercial General Liability Conditions -Item 4. Other Insurance is replaced with the following: a. Excesslnsurance If other collectible insurance with any other insurer is available to the insured and that other insurance covers a loss also covered by this policy, the insurance provided by this policy shall apply excess of and shall not contribute with such other insurance. Excess insurance over the limits of liability in this policy does not prejudice this insurance and the existence of such insurance shall not reduce any liability under this policy. a. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contributions by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limits of insurance to the total applicable limits of insurance of all insurers. b. Primary Where Required by Contract or Agreement This policy will apply as primary insurance and will not contribute or share with other primary insurance, where required by contract or agreement entered into by the Named Insured. CC-1 E15 Ptd. In U.S.A. Automobile Liability Policy Named Insured: Johnson Controls, Inc. Endorsement Number: A Policy Number: 90-04606-01 Policy Period:10-1-09 TO 10-1-10 Effective Date of Endorsement: 10-1-09 Issued by (Name of Insurance Company): Sentry Insurance A Mutual Co. Insert the policy number. The remainder of the information of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US CONDITION 5. OF BUSINESS AUTO CONDITIONS (SECTION IV) IS AMENDED TO READ FOLLOWS: 5. IT IS AGREED THAT A WAIVER OF SUBROGATION APPLIES TO ANY ENTITY TO WHOM YOU ARE OBLIGATED BY VIRTUE OF A WRITTEN CONTRACT TO WAIVE YOUR RIGHTS OF RECOVERY, BUT ONLY TO THE EXTENT REQUIRED BY SUCH CONTRACT. FOR ALL OTHER ENTITIES, SUBROGATION WILL BE PURSUED, UNLESS THE NAMED INSURED NOTIFIES US THAT SUBROGATION SHOULD NOT BE PURSUED. SPECIAL JOH 90-04606-01 00 041 Change Effective 10-01-06 BLANKET ADDITIONAL INSURED COVERAGE "WHO IS AN INSURED" IS AMENDED TO INCLUDE AS AN INSURED ANY PERSON OR ORGANIZATION TO WHOM THE NAMED INSURED IS OBLIGATED BY VIRTUE OF A CONTRACT, ENTERED INTO BEFORE LOSS, TO PROVIDE INSURANCE SUCH AS IS AFFORDED BY THIS POLICY AND ANY ENDORSEMENT APPLICABLE THERETO, BUT ONLY TO THE EXTENT REQUIRED BY SUCH CONTRACT. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT TO WHICH THIS ENDORSEMENT MAY APPLY, THE INSURANCE AFFORDED AN ADDITIONAL INSURED SHALL BE SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF THIS POLICY AS OTHERWISE APPLICABLE. SPECIAL JOH 90-04606-01 00 041 Workers' Compensation and Employers' Liability Policy Named Insured: Johnson Controls, Inc. Endorsement Number: AA Policy Number: WLRC45702017 - AOS WLRC45702029 - CA SCFC45702030 - WI Policy Period:10-1-09 TO 10-1-10 Effective Date of Endorsement: 10-1-09 Issued by (Name of Insurance Company): Indemnity Insurance Company of North America and for CA and WI: ACE American Insurance Com an Insert the policy number. The remainder of the information of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. Schedule Person or Organization: If required by contract, City of Santa Ana Job Description: All work performed by above insured WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS WC 000313 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. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA WC 04 03 O6 Ed. 4-84 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 required you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be _INCLUDED_% of the California workers' compensation premium otherwise due on such remuneration. Copyright 1982-83, National Council on Compensation Insurance Authorized Agent ? - aoo g - cA4 - oa- '`??OR°? CERTIFICATE OF LIABILITY INSURANCE DAT /1s o 0 9 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION _ _ Marsh USA Inc. 20t'? SEP 29 PM I= I ? ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 411 East Wisconsin Avenue Suite 161X) ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Milwaukee, wl 53202-4419 //++ f-, -_- - ,1 /? Attn: CPU Phones (414) 290912 Fax (414) 290-4953{ r ? T Y U ? (? A ? ? 'SEE REVERSE FOR AM BEST RATING N I , . CPU MilwaukeefNmarsM1.com tv - ?? I INSURERS AFFORDING COVERAGE A C # sEE REVERSE INSURED ?? ? ? Johnson Controls, Inc. Attn: Corp Risk Mgmt. X-92 INSURER A: SEE REVERSE SIDE FOR INFORMATION JohnSOn Controls Battery Group, Inc. P.O. Box 591 Johnson Controls Interiors, L.L.C. Milwaukee, WI 53201 INSURER B: SEE REVERSE SIDE FOR INFORMATION JCIM US LLC Cal-Air, Inc. INSURER C: SEE REVERSE SIDE FOR INFORMATION GES America, L.L.C. Metro Mechanical Inc. Optima Batteries, Inc. INSURER D: SEE REVERSE SIDE FOR INFORMATION USI Real Estate Brokerage Services Inc. York International Cor oration INSURER E: :OVE 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NSR OD'L POLICY POLICY LTR NSRD TYPE OF INSURANCE POLICY NUMBER EFFECTIVE EXPIRATION LIMITS DATE LATE MM/DD MM/DD/W A GENERAL LIABILITY (1) (3) (4) H D OG 25521 390 1 O/ 1 /201 O 1 O/1 /201 1 EACH OCC UR ENCE $ S,000,OOO ® COMMERICAL GENERAL LIABILITY DAMAGE TO RENTED $ rj 000 000 PREMISES Ea occurrence , OO CLAIMS MADE ® OCCUR ? MED EXP (Any one person) $ j0,000 ® Contractual ® PERSONAL 8 ADV INJURY $ $,000,000 x,c,u ' P GENERAL AGGREGATE $ 5.000.000 GEN PLIES PER: L AGGREGATE LIMIT A PRODUCTS -COMP/OP AGG $ S,000,OOO POLICY PROJECT LOC B AUTOMOBILE LIABILITY (2) (3) (4) 90-04606-O1 10/1/2010 10/1/2011 COMBINED SINGLE LIMIT 000 000 $5 ® ANY AUTO (Eagccitl¢nt) . , O ALL OWNED AUTOS BODILY INJURY Q SCHEDULED AUTOS (Per person) $ ® HIRED AUTOS BODILY INJURY $ (Per accitlen[) ® NON-OWNED AUTOS PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ O ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: qGG $ D EXCESS/UMBRELLA LIABILITY XOO G2682785r 1U/1 /2D1U 1U/1/2011 EACH OCCURRENCE $ 6,000,000 ® OCCUR O CLAIMS MADE J AGGREGATE $ S,000,OOO $ Q DEDUCTIBLE $ Q RETENTION $ WORKERS COMPENSATION AND W LRC4614014A - AOS ® WC sTATU- O OTH- C EMPLOYERS' LIABILITY (4) W LRC4614O126 - CA 1 O/1 /201 O 1 O/1 /201 1 TORY LIMITS ER ANY PROPRIETOR/PARTNER/E%ECVTIVE SCFC46140151 - WI EL EACH ACCIDENT $ 1,000,000 OFFICEWMEMBER EXCL UDF.O? Q Y/N M tl t I NH WCUC4614O17S - EX WC E.L. DISEASE- EA EMPLOYEE $ 1,000,000 ( an a ory n ) WCUC46140163 - EX WC FL If yes, describe under E-L. DISEASE -POLICY LIMIT $ 1,000,000 OTHER (1) ADDITIONAL INSURED: If requir¢d by contract, includes coverage for Additional Insureds per attest M1ed endorsement. (2) ADDITIONAL INSURED: If req ufretl by contract, Includes coverage for Additional Insureds and Loss Payees as requlretl by contract (3) PRIMARY COVERAGE: WM1ara raqul red by lease o ontract, [M1ls c raga Is primary and no[ ¢xcass of or contributing wl[M1 otM1¢r insurances or sell-Insurance c 4 WAIVER OF SUBROGATION: Insured waives subro atlon [o [M1e extant r ulrad b ontract DESCRIPTION OF OPERATIONS /LOCATIONS / VEHICLES / E%CLDSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS JCI Contract No. JCI Projac[ Nama:All work performed by abov¢ insur¢d Customer PO Number: CERTIFICATE HOLDER A UAT2 (IV F.T7 A R 'TO FORM CANCELLATION City of Santa Ana /? SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE Building Maintenance M-11 C EXPIRATION DATE THEREOF, THE INSURER AFFORDING COVERAGE WILL GND6.4?VGiiZC 20 CIVIC Center Pala MAIL 3O DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, RYi Basemen[ / I' S L Sheedy Santa Ana, CA 92701- aura A SS1Sta IIt 1Cy AttOrlley gUTHORIZED REPRESENTATIVE Ot MARSH USA INC. ACORD 25 (2009/01) ©ACORD CORPORATION 1988 POLICY NUMBER= HDOG25521390 COMMERICAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Persons Or Or anization s : If required by contractI City of Santa Ana Location(s) Of Covered Operations As required by contract, All work performed by above insured Information required to complete this Schedule, if not shown above, will be shown in the Declarations. 1. Your acts or omissions; or 1 . All work, including materials, parts or equipment Endorsement #A2 ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -NAMED INSURED'S ACTS OR OMISSIONS ONLY A. Section II -Who is An Insured is amended to B. With respect to the insurance afforded to these additional include as an additional insured the person(s) or insureds, the following additional exclusions apply: organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or This insurance does not apply to "bodily injury" or "personal and advertising injury" caused solely by: "property damage" occurring after: furnished in connection with such work, on the 2. The acts or omissions of those acting on your behalf; project (other than service, maintenance or repairs) to be performed by or on behalf of the additional in the performance of your ongoing operations for the insureds) at the location of the covered operations additional insureds) at the location(s) designated above. has been completed; or " " out of which the injury or 2. That portion of your work damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same ro"ect. Endorsement #A2A ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS - NAMED INSURED'S ACTS OR OMISSIONS ONLY Section 11 -Who Is An Insured is amended to inclutle as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused solely by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products- completed operations hazard." Named Insured Johnson Controls, Inc. Endorsement Number A4 Policy Symbol Policy Numbe Policy Period Effective Date of Endorsement HDO 625521390 10/01/10 to 10/01/11 10/01/10 Issued By (Name of Insurance Company) ACE American Insurance Com an THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY INSURANCE WHERE REQUIRED BY CONTRACT This endorsement modifies insurance provided under the following: COMMERICAL GENERAL LIABILITY COVERAGE FORM Section IV -Commercial General Liability Conditions -Item 4. Other Insurance is replaced with the following: a. Excess Insurance If other collectible insurance with any other insurer is available to the insured and that other insurance covers a loss also covered by this policy, the insurance provided by this policy shall apply excess of and shall not contribute with such other insurance. Excess insurance over the limits of liability in this policy does not prejudice this insurance and the existence of such insurance shall not reduce any liability under this policy. b. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contributions by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limits of insurance to the total applicable limits of insurance of all insurers. c. Primary Where Required by Contract or Agreement This policy will apply as primary insurance and will not contribute or share with other primary insurance, where required by contract or agreement entered into by the Named Insured. CC-'IE'15 Ptd. In U.S.A. Workers' Compensation and Employers' Liability Policy Named Insured: Johnson Controls, Inc. Endorsement Number: AA Policy Number: W LRC4614014A - AOS WLRC46140126 - CA SCFC46140151 - WI Policy Period:10-1-10 TO 10-1-11 Effective Date of Endorsement: 10-1-10 Issued by (Name of Insurance Company): Indemnity Insurance Company of North America and for CA and WI: ACE American Insurance Company Insert the policy number. The remainder of the information of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. Schedule Person or Organization: If required by contract, City of Santa Ana Job Description: All work performed by above insured WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS W C 00 03 1 3 We have the right to recover our payments from anyone liable for an injury covered by this po 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. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENOO RSEMENT CALIFORNIA WC 99 03 22 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 required you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be -INCLUDED % of the California workers' compensation premium otherwise due on such remuneration. Copyright 1982-83, National Council on Compensation Insurance Authorized Agent Jaclclyn M Lindberg Insurance Assistant MARSH MARSH MERCER KROLL _______ GUY CARPENTER OLIVER WYMAN September 16, 20'10 City of Santa Ana Building Maintenance M-11 20 Civic Center Plaza Basement Santa Ana, CA 92701- Subject: Johnson Controls, Inc. Johnson Controls L.P. Societe De Controle Johnson Ltee. Certificate of Insurance Coverage Period -October ?, 20'10 -October 1, 20'1'1 Dear Ci[y of Santa Ana Marsh USA Inc. 41 ? E. Wisconsin Ave. Suite 1600 Milwaukee, WI 53202 Fax 414 290 4953 Cpu_milwaukee@marsh.com As Johnson Controls' insurance broker, we are providing you a certificate of insurance evidencing their insurance coverages for this coverage period. /f provided to us, the project name and your company's contract number or purchase order number are referenced on the front of the certificate in fhe Oescrintion section. /n the Other section is important information about the insurance coverages, inc/uding additiona/ insured coverage for you if required by contract. If you have any questions or require additional information, email or fax your inquiries to the address and number indicated above. IMPORTANT /f your firm does not require a certificate of insurance, p/ease O/SREGARO this letter and certificate of insurance. You may receive a certificate within the next few days that does not correct/y ref/ect your terms. That certificate is a system generated certificate and can be discarded as the certificate enclosed herein dated September 96, 2090 wi// take precedence. Sincerely, Jacklyn M Lindberg Insurance Assistant