HomeMy WebLinkAboutINNOVATION GROUPCity of Santa Ana C ~ ~(J
,_, ~ Clerk of the Council
AGREEMENT TERMINATION
Please complete this form when the attached agreement is no longer in effect.
Return form to the Clerk of the Council Office (M-30). .
Call 647-6520 if you have any questions.
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and final payment has been made.
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CLERK eF CUUNCIL CONSULTANT AGREEMENT
DATEt S'l'og
~ . LpA (3 o THIS AGREEMENT, made and entered into this 12`" day of February, 2008 by and
,~ Q~, (>e r~'° ~etween The Innovation Group (hereinafter `Consultant"), the City of Garden Grove, a
municipal corporation of the State of California (hereinafter "Garden Grove") 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 "Santa Ana's. Garden Grove and
Santa Ana may be jointly referred to as "Cities"
RECITALS
A. Cities desire to retain a consultant having special skill and knowledge in the field of
market assessment to determine the viability of a branded amusement park.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. Irt undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting fum 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 a Market Assessment for a branded amusement park, as set forth
in Exhibit A to this Agreement.
2. COMPENSATION
a. Garden Grove and Santa Ana agree to pay, and Consultant agrees to accept as total
payment for its services, a fee of $50,000. The total sum to be expended by each city under this
Agreement shall not exceed $25,000 during the term of this Agreement, regardless of the
payment or non payment of the other City.
b. Payment by each City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Each City shall pay
one-half the invoiced. 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. DELIVERY OF WORK PRODUCT
a. Consultant shall deliver to City any work product which results from the services
provided. Said work product shall be submitted in hard copy and produced in a form compatible
with City's computer system, as agreed between the Project Manager and Consultant.
b. In regard to all copyrightable material produced as a deliverable under this
Agreement, including but not limited to books, reports, plans, photographs, drawings, films,
recordings, videotapes, and computer programs, Consultant agrees, for itself and its affected
officers, employees, agents, contractors, and volunteer workers, that (a) other such material may
not be copyrighted without prior review from the City, and (b) the authors of all such material,
whether copyrighted or not, award to the City, and to its officers, agents and employees acting
within the scope of their official duties, as a condition of payment to the Consultant, aroyalty-
free, nonexclusive, irrevocable license throughout the world for governmental purposes to
disclose, publish, translate, reproduce, and use such materials.
c. Any publications (including books, brochures, films, videotapes and other materials
designed for public distribution) resulting from the project shall contain the following statement:
"The activity which is the subject of this (type of publication) has been financed in part with City
funds. However, the contents and opinions do not necessarily reflect the views or policies of the
City, nor does mention of trade names or commercial products constitute endorsement or
recommendation by the 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 maybe extended upon a writing executed by the Santa Ana Deputy City Manager for
Development Services and the Santa Ana City Attorney.
5. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor
shall it be construed to create anemployer-employee relationship, a joint venture relationship, or
to allow the City to exercise discretion or control over the professional manner in which
Consultant performs the services which are the subject matter of this Agreement; however, the
services to be provided by Consultant shall be provided in a manner consistent with all
applicable standards and regulations governing such services. Consultant shall pay all salaries and
wages, employer's social security taxes, unemployment insurance and similar taxes relating to
employees and shall be responsible for all applicable withholding taxes.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming each City, its officers, employees, agents, volunteers and
representatives as additional insureds) 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 Cities 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.
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 firmished to the Cities upon execution of
this Agreement and shall be approved in form by the respective City
Attorneys.
(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 Cities.
INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the Cities, their 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 director 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. 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 Cities, regarding any action by a third party
asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief
due to personal or property rights arises by reason of effects arising from this Agreement. Each
City may make all reasonable decisions with respect to its representation in any legal proceeding.
8. CONFIDENTIALITY
If Consultant receives from either City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees
that it shall not use or disclose such information except in the performance of this Agreement,
and further agrees to exercise the same degree of care it uses to protect its own information of
like importance, but in no event less than reasonable care. "Confidential Information" shall
include all nonpublic information. Confidential information includes not only written
information, but also information transferred orally, visually, electronically, or by other means.
Confidential information disclosed to either party by any subsidiazy 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.
9. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under
this Agreement.
10. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other
telegraphic communication in the manner provided in this Section, to the following persons:
To Santa Ana: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
fax (714) 647-6956
With courtesy copes to:
Deputy City Manager for Development Services
City of Santa Ana
20 Civic Center Plaza (M-25)
P.O. Box 1988
Santa Ana, California 92702
fax (714) 647-6736
To Garden Grove:
City of Garden Grove
11222 Acacia Parkway
P.O. Box 3070
Garden Grove, CA 92842
fax (714)
Attn: Greg Blodgett
To Consultant:
The Innovation Group
400 N. Peters Street, Suite 206
New Orleans, Louisiana 70130
fax (504) 523-0899
Attn: Paul Girvan
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by telefacsimile, communication shall be effective or
deemed to have been given twenty-four (24) hours after the time set forth on the transmission
report issued by the transmitting facsimile machine, addressed as set forth above. For purposes
of calculating these time frames, weekends, federal, state, County or City holidays shall be
excluded.
II. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the Cities 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 each 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 Cities. Each party to this Agreement acknowledges that no representations, inducements,
promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not embodied herein.
12. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
5
written consent of the Cities and any such assignment, transfer, delegation or subcontract without
the Cities' prior written consent shall be considered null and void. Nothing in this Agreement
shall be construed to limit the Cities' ability to have any of the services which are the subject to
this Agreement performed by City personnel or by other consultants retained by either City.
13. TERMINATION
This Agreement may be terminated by either party upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the Cities 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 Cities may require Consultant to deliver to each City
all work product completed as of such date, and in such case such work product shall be the
property of the City unless prohibited by law, and Consultant consents to the City's use thereof for
such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance
specified in the Recitals of this Agreement.
14. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
other employment related activities. Consultant affirms that it is an equal opportunity employer
and shall comply with all applicable federal, state and local laws and regulations.
15. NRISDICTION -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.
16. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services
hereunder and required by the laws and regulations of the United States, the State of California,
the City of Santa Ana, the City of Garden Grove and all other governmental agencies.
17. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and wan-ants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the teens of this Agreement, and shall
indemnify the other parties fully, including reasonable costs and attorney's fees, for any injuries or
damages to a party in the event that such authority or power is not, in fact, held by the signatory or
is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
CITY OF SANTA ANA
.
DAVID N. RE , City M ager
ATTEST:
~-~
'~i/ Patricia E. Hea y
Clerk of the Council
APPROVED AS T/O FORM:
BY~ l'/i~e.t~t~l~'L~¢e ~~y
Joso~ih W. Fletcher
City Attorney
CITY OF GARDEN GROVE
CHET
Development Director
~, s:+~+' r.~~ v~f:i7 it ._ .1 ,,: .
v
Ci;y ~s;urr~ey
-~,a, NiAY 0 8 2008
ATTEST:
Kathleen Bailor
City Clerk
RECOMM$NDED FOR APPROVAL
Stephen'~Ging
Deputy Ci anager for
Development Services
THE I]YNOVATION
PAUL GIRVAN
Managing Director
TaxID#
EXHIBIT A
SCOPE OF SERVICES
F • ~,• THE
~ INNC~VATIQN
~ GROUP
Ua.dr rt saad. (a wa nw rr. Se7nr.
January 23, 2008
Mr. Greg Blodgett
Community Development
City of Gazden Grove
11222 Acacia Pkwy
Garden Grove, California 92840
Via email: gre~l(cr~ci.eazden-erove.ca.us
The Innovation Group Proposal #270P07: Market Assessment for Branded
Amusement Park, Garden Grove, California
Deaz Mr. Blodgett
The Innovation Group is pleased to present the following proposal to provide a Mazket
Assessment for a branded amusement pazk in Gazden Grove, California.
A branded amusement pazk is being considered to add to the leisure offerings in Gazden
Grove. The Innovation Group proposes to estimate the annual attendance potential and
appropriate price point for the amusement pazk.
This proposal will be divided into two sections. The first section will provide details
about the scope of the work that would be performed. The second section will define the
project deliverable, the budget for the project, and the schedule for completion of the
report.
Scone of Work
A site visit will be required. During this visit, we will evaluate the existing leisure
venues, detemvne the inherent characteristics of the site and suitability for development,
and meet with representatives of the City(s) and potential developers in order to confirm
our understanding of the anticipated building program and observe current market
dynamics.
A critical portion of the analysis will be to assess the location vis-a-vis competitive sites,
population and commercial concentrations and traffic volumes on nearby roadways to
assess the inherent advantages and disadvantages of the location in reference to potential
demand.
The following tasks aze proposed to be performed by The Innovation Group.
400 N. Peters St., Suite 206
Neva Orleans, LA 70130
Ph: 504523.0888 Fax: 504523.0899
wt~•wAiei nnovationgroup.com
Task 1: Amuseme-ttlTheme Park Market Assessment
Evaluation of Comparable Developments and Existing Competition
Attractions similaz to or competitive with the proposed theme park for entertainment
spending will be evaluated in terms of offerings, market segments captured, and price
points. Where data is available, annual patronage and operating and fmancial
performance of these attractions will be assessed.
Existing attractions in the greater market region will be assessed in terms of offerings,
proximity to local populations, relative attractiveness, and potential competitive or
complementary effects on the proposed theme pazk. These venues will be illustrated
graphically on the mazket azeas map, to be followed by a qualitative discussion of the
relative attractiveness of each to the regional population.
Market Segmentation Analysis
Resident Market
The size and demographics of the area population will be evaluated in terms of drive time
contours from the proposed site. These mazket areas (primary, secondary, tertiary, etc.)
will be determined using our GIS capabilities coupled with data obtained from local
transportation departments, and will extend to azeas with a drive time of three hours or
less. These market azeas will then be demonstrated graphically on a map and the
population within each will be evaluated in terms of total numbers, household incomes,
and age composition.
The end result of this task will be a qualitative and quantitative discussion of the potential
local and regional support for the proposed development.
Leisure Visitor Market
Universal Studios and Disneyland in Anaheim dominate the leisure visitor industry in the
azea. We will obtain visitation statistics for each of these attractions and determine trends
over time. In addition, we will also look at the broader existing tourist mazket and will
evaluate it on a number of levels, including: numbers of nonresident visitors, seasonality,
purpose of visit, demographics of visitors, average length of stay, and expenditure
patterns. Where applicable, trends in tourism will be evaluated and future projections
made.
The Innovation Group will review the City's Master Plan for IntemationalWest and the
vazious components especially the proposed development of 1,740 hotel rooms to
determine what additional theme pazk visitation could be generated from this
development. The first major element of the Master Plan is a hotel district at the north
end, beginning at Chapman Avenue. This gateway into InternationalWest from the north
already features eight hotels totaling 2,500 rooms, with aseven-story, 288-room Sheraton
Hotel scheduled for completion in 2008. The Sheraton Hotel, developed by Kam Sang
Company, is being built adjacent to the Crowne Plaza Resort and the Marriott Suites, just
400 N. Peters St.. Suite ?O6
Ne~i~ Orleans, LA 70130
Ph: 504.523.0888 Pa~:504.523.0899
~~+u . [het nuovati on eroup.com
south of Chapman Avenue on Hazbor Boulevazd. Six of the eight existing hotels in the
district have been completed since the inception of the InternationalWest concept in
2001.
The end result of this task will be a qualitative and quantitative discussion of the potential
tourist support for the proposed development with a discussion of the likelihood of
capturing visits from the existing visitation base to the two theme pazks.
Meetings Market
In addition to existing and potential leisure visitors, the pazk is expected to have an
orientation towazd capturing a portion of the convention mazket attracted to the Anaheim
Convention Center and to the existing and additional meeting space planned for the
mixed-use InternationalWest development
The meetings mazket will be assessed both on a historical trends basis as well as a future
projection based on the facilities currently under development, in the planning stages or
in the planning stages. The meetings mazket will be evaluated based on: numbers of
attendees by segment (i.e., corporate, associations, SMERF), demographics of attendees,
average length of stay, and expenditure patterns.
The end result of this task will be a qualitative and quantitative discussion of the potential
meeting support for the proposed development.
Attendance Estimation
Utilizing data compiled in eazlier tasks, The Innovation Group will project attendance at
the proposed theme park for the first ten yeazs of operation. Visitation to the pazk will be
assessed for all mazket segments to form a total attendance projection. This projection
will be done in consideration of expected operating season as determined in discussion
with the client and proposed operator.
For the local mazket segments, attendance estimates will be developed based on azea
demographics and rates of attendance observed in similar mazkets for similaz attractions.
The result will be a projection of total visitation by mazket segment.
For the leisure visitor and meetings mazkets, appropriate capture rates will be developed
based on demographics and rates of attendance observed in similaz mazkets for similaz
attractions. The result will be a projection of total visitation by the visitor mazkets.
Once visitation patterns have been developed for the first full year of operation, future
trends in local population growth and growth in tourism will be evaluated. These
evaluations, and data gathered on changing mazket factors will form the basis of future-
yeaz visitation growth estimates. Attendance will then be projected for aten-yeaz period.
400 N. Peters St.. Suite?06
Ne~~~ Orleans, LA 70130
Ph:504.i23.0888 Fax:~04.623.0899
www.tltei nnovationeroup.com
Top-Line Revenue Estimate
Based on the competitive analysis from above, The Innovation Group will make a
recommendation for pricing and ticketing structure. From this recommendation, an
estimate of annual revenues from ticket sales will be derived.
Budl!:et, Timeline. and Deliverable
The deliverable will be a bound report and electronic copy, following a discussion and
mutual acceptance of the draft, summarizing report fmdings, and methodology. The
report can be completed within 8 weeks of notice to proceed and receipt of retainer. The
Innovation Group can complete the study for a lump professional fee of $45,000.
The above lump sum project costs do not include direct expenses. Travel and direct
expenses, which includes toll calls, faxing, shipping, data collection, and copying
expenses are not included in the cost proposal and will be billed separately at cost plus
10%. It is estimated that demographic data expenses will be between $1,500 and $1,800.
In order to initiate work on this project, we require a 30% retainer along with the signed
proposal, initially the tasks selected for performance by The Innovation Group. Invoices
are submitted on a monthly basis with payment due within 15 days of receipt. Interest on
outstanding balances over 30 days is billed at the rate of 1 1/2% per month.
If the above scope of work, cost, and schedule meet with your approval, please sign the
attached approvals page and return one copy of this letter agreement along with the
applicable retainer.
We look forward to the possibility of working with you on this project. If you have any
questions or comments concerning this proposal, please do not hesitate to call me at (504)
523-0888.
Sincerely,
s!lJ~'
Paul Girvan
Managing Director
The Innovation Group
400 N. Peters St.. Suite 206
New Orleans, LA 70130
Ph: 504.523.0888 Fax: 504.523.0899
W\\'W .thei nnovationgrollp.com
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 and the City of Garden Grove, their 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 ofthe 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 and the City
of Garden Grove, 11222 Acacia Parkway, Garden Grove, California 92840.
(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
~UUlIUUl
ACORD. CERTIFICATE OF LIABILITY INSURANCE OP IDl~ DAT! (MMlDDJYYYY)
UIUIl\-05 03/04/08
PRODUCER ~l~ TliIS CERTIFlCATl! IS ISSUED AS A MATTER OF INFOAMAnON
I, , ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
ACEc/MARSH U HOLDER- 1llIS CERTIFICA Tl! DOES NOT AIllEND, EXTEND OR
701 Market St., Ste. 1100 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
st. Louis NO 631D1
Phone: 800-338-1391 I'ax: 888-621-3173 INSURERS AFFORDING COVERAGE NAIC .
INSURED INSURER'" Hartford Ins\lr1lnoe C 22357
IN8URERB:
Urban Syst_s/lftnovation Group IN8\lRERC:
Leon 'l'au.~n
P.O. IIox D INSIJ....'"
New orleans LA 70176
..lIRER E:
THE POUCIES OF INSURANCE UsnD eELOWHAVE Ba:N lSSum TO TIE INSURED tw.ED ABOVE FOR l1fE POUCY "BUOD INDICATED. HOT'MTHSTANOING
Nff REQUIREMENT, TeRM OR CONCmoN OF AHf CON'1'RACT OR <mtEJt DOCUMaHT'MTH REIPECTTO WtlCH 1lIS CEATtFlCATE MAY BE tsSUED OR
MAY PERTAIN, THE IH6URAHCE AFFORDED f1'( THE POLICIES DE&CRlBED HEREtN 18 8t.8JECT TO ALL DiE TERMS. EXCLUSIONS AND CONDlTtoNS OF SUCH
POlICIES. AOGRE~TE L.IfIITS SHOWN Wl.Y HAVE DeN REOUCe:O BY PAlO Ct.AIIls. ~~
LTR ... TYPI! Of INSURANCE _NU_ Ll"'"
~ UA81UTY EACH OCCURRENce .1 000.000
A ~pIALGENEAALLMLITV 84SB1IIIR6160 11/01/07 11/01/08 ~8 e.~} . 1 000 000
_ CLAI.tS":'DE ~ OCCUR ~DEXPMonel*'O"> .10 000
- PERSONAl & N1V lNJlRl" sl.OOO.OOO
- GEHEIW. AGGREGATE . 2 . 000 000
~lAGG~~ LIMIT APPnlPER: PROOUCTS. COMP/OP AGO .2 000 000
POLICY X ~ LOC
~TOMOBlLE UA8I.ITY COMBINED SINGLE LJ.IIT .1,000,000
- "'" NJrO (Eaec:cldell)
- ALL OV\tlIEDAU'TOS BOOILY INJURY
SCHEDUlED AUTOS lPerpnon) .
-
A .!.. IiltEO,AUT08 84_6760 11/01/01 11/01/D8 eoOlL Y INJURY
~ NOH..()WIEO AUTOS 11'<<_' .
'- PROPERTYO~ .
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=fGE UABJLlTY AUTO OM. Y - EA ACCIDENT .
_AlITO OTliEll l1tAH EAACC .
AUTO ONLY: AGe .
EXCEI8IUM8JlEI.I.A I.JABlU1'Y EACH OCCURRENCE .2 000.000
A :;S~CUR 0 ClAIMS MADE 848_6160 11/01/07 11/01/08 AGGREGATE .
.
R ~OLCl1.L. .
RETENTION . .
WOIOO!R3 COMPENSATION AND X I~.l~ I I"..
A EMPLOYERS'LJABlLIYY 84W1lGKA0176 11/01/07 11/01/08
AJ('( PROPRIETQRJP.ARTNERlEXECUTNE E.L EACH ACCIDENT .1 000 000
OFFlCERAEMBER EXClUDED? E.L OISEASE . EA EMPlOYE .1 000.000
~~~~~bek7H U... OIS&ASE. POLICY lIMIT .1 000 000
OTHER
DESCRII'1lON OF OPliRA'lJONS Il.OCAllONI/V!HICL!I' EXClUSlOItS ADDED BY fNDOUEMENT 1VECW. JIRCMItOMI
!.
COVERAGES
CERTIFICATE HOLDER
CANCELLATION
i'ORINI'O SHOULD ANVc.-lHl: A8OVI! DESCMtED POUClEI H CANCl!LlED BEFORE THE EXPIRATION
OATllHlREO', THllllUlNGtNSURER WILL E'rmEAVOR TO 11M. ~ DAYS WRITTEN
FOR. INPClJlM&TIONlIL PUllP08B8 NOTICI! TO THE CERlIF!CATE HOLDER NAMED TO 1HE Lm. BUT FAllUM TO DO so SHAll
ONLY IMfIOIIl NO CllR.lMllON OR UABlUTY Of ANY KIND WON lHIlNlUfIlIf\ ITS ACDNT$ OR
-.......
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ACORD 2li (2001108)
C> ACORD CORPORATION 1988
;q;;{ftU7
UdLe. "tJOIUO U.,. IU KIVI
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ACORD.
BILlTY INSURANCE
OP 10 KL
URBA-05 04 OB OB
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
PROOUCEIl I ,
({.r,'s+en.Le",6 Gfr1~rS"'co" V,
ACEC/MARSH I:'
701 Market St., Ste. ~~~~
St. Louis MO 63101 t~_. 00'
phone: 800-338-1391~' Fax:888-621-3113
Urban Systems/Innovation Group
Leon Tauzier
P.O. Box 2210
New Orleans LA 10116
L: NSllRERA.
INSU<ERB
INSUREHC'
lNSURERD.
NSUREf<:E
Hartford Insurance Co
an
NAIC#
22357
INSURERS AFFORDING COVERAGE
INSUIlED
THE POLICIES OF INSURANCE LISTED BElOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REOUlREMENT, TERM OR CONDITION OF N.f'f CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTFICATE 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 PAlO CLAIMS.
;; ".. TYPEOFlnSUR,ANCE I"OUCYNUMBER P~~;~~~~~ Pg~.feYI~X:-~~ UMm;
~NERAL LIABIUTY EACHOOCURRENCE $1,000,000
A X COM"'!:RCL.O.L GHIERAL L.J,ISIUTV B4SBlIBR6760 V 11/01/07 11/01/0B PREMISES ~E~~~~~rv::e) 51,000,000
- o CLAlMSlMDf [!]OCCUR MEOEXP{AAyonep~Oll) ,10,000
- PERSONAL 8.ADV1N.,lUR"f $1,000,000
- GENERAL AGGREGATE 52,000,000
nL~GREGArill~:;UES n PRODI.CTS- COMPfOP AGG $ 2,000,000
POUCY X JECl LDC
~OMOBlLE UAaILTTY CDMB\NEDSlNGLEUIolIT S 1, 000,000
Nf'{AUTO (EaaWdenl)
l-
f- AlL OW'NEDAtITOS BODILYWJRY'
,
SCHEDUc.EDAtlTOS {per person)
f-
A ~ HlREDAUTOS 84SBlIBR6760 11/01/07 11/01/08 1I0DlL Y INJURY
S
~ NO~=DAU1DS IP~rattl:l~lll)
- PROPERTYDAlAAGE ,
(per.c,~nlJ
R" ",",CITY AUTO a.lL Y - EA ACCDENT ,
ANY AUTO OTHER THAN ",ACe s
,l,lJTOONl.Y: AGG S
i5'~SlUMBI'tEUA UABIUfY EACH OCCURRENCE 52,000,000
A X OCCIJR 0 ClAIMS MADE B4SBlIBR6760 11/01/07 11/01/0B AGGREGATE s
,
ROEOUCTIBLE S
RETENTION S S
WORKERS ceMPENSA.TIOtl AND X lT~S~~~ \ lO~~
A E"~LO'I'ERS'UABlUTY B4l1BGKA0176 11/01/07 11/01/08
Am PROPRIETORIPAATNEfVE)(ECUTNE E.L EACHACClDEfilT S 1,000,000
OFFICERfh4EMElEI'l EXCLUDED? E.L OISEASE.EAEMPLOVEE S 1, 000 , 000
lye5,de5trtbelSlder 51,000,000
SPECIo'LPR0YI51ONSbeltIW ELDlSEASE_POU::VUMlT
om"
DESCRIPTION OF Of'EIlA-TlONS I LDCATlOltS IVEHIWB I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PRO'ilSlON1
THE CITY OF SANTA ANA AND THE CITY OF GARDEN GROVE, THIER OFFICERS,
EMPLOYEES ,AGENTS, VOLUNTEERS AND REPRESENTATIVES JIRE INCLUDED AS ADDITIO_ed end approved os to insuront:tt langu ,.
INSURED FOR COV EXCEPT WC.COVERAGE IS PRIMARY AND NONCONTRIBUTORY. SEPARATION and/or requirements.
OF INSUREDS IS INCLUDED . CG2010R ~t!~$i-?L(2.L_
~
Risk Mono em -~
COVERAGES
CTYGAR- SHOULD ANY OFTHE ABOVE DESCRIBED POUC1ES BE CANCELlED BEFORE THE ElCPlRATlOM
DATE THEREOF. THE 15SIJINQ INSURER WILL ENCEAVOR TO MAIL 30 DAYS WRITTEN
NonCE TO TliE CERTIFICATE HOLDER HAMED TO THE LEFT, BUT FAlL.URE T'O CO SO SHALL
CITY OF GARDEN GROVE IMPOSE NO DBUQ.lTlON OR UABlUTY OF ANY KIND UPON THE INSURER. ITS AGENTS OR
11222 ACACIA PARKWAY
PO BOX 3070 REPRESENTATIVES.
GIUlDEN GROVE CA 92B42 AllTHORJ%EDREP~ D-.. ~ ~ \" .~
@>ACORDCORPORATION 19BB
CERTIFICATE HOLDER
CANCELLATION
ACORD 25 (2oo110B)
v-,..vruYl
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POLICY NUMBER: 84SBWBR6760
INSURED: Urban Systemsllnnovation Group
COMMERCIAL GENERAL LIABILITY
FORM CG 2010 1185 REPLACEMENT
ADDITIONAL INSUREDS BY CONTRACT, AGREEMENT
OR PERMIT ,)
~
/
This is a summary of the Co...erage provided by the BUSINESS LIABILITY COVERAGE FORM SS 00 08 which is
included in this policy. No coverage is provided by this summary. Refer to coverage form SS 00 08 to determine the
scope of your insurance protection.
WHO IS AN INSURED (Section C) states that the following is also an insured:
VAddltlonallnsureds by Contract, Agreement or Permit
Any person or organization with whom you agreed, because of a written contract or agreement or permit, to pro...ide
insurance such as is afforded under this Business Liability Coverage Form, but only with respect to your operations,
"your work.~ or facilities owned or used by you
Hov.'ever, coverage under this provision does not apply:
(1) Unless the written contract or agreement has been executed or a permit has been issued prior to the "bodily
Injury", "property damage" or Mpersonal and advertising injury~
(2) To any person or organization included as an insured under provision g. (Broad Form Vendors).
(3) To any other person or organization shown in the Declarations as an Additional Insured.
Additional provisions and exclusions apply. Refer to coverage form 58 00 DB to determine the scope of your
insurance protection.
V When required by contract, coverage is primary and any insurance held by the additional insured(s} shall
be excess and non-contributory.
Revlewed and approved os to Insurance languagtl
ond/or requirementS.
la<<ny'~'?'kI9.s:..._..-
Risk MQnag~ml!rlt
x
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
HIRED AUTO AND NON-OWNED AUTO
This endorsement modifies insurance provided under the following:
BUSINESS LIABILITY COVERAGE FORM
A. Under B., EXCLUSIONS, 1. Applicable to
Business Liability Coverage, exclusion g. does
not apply to any "auto" that is a "non-owned auto".
A "non-owned auto" is an "auto" you do not own
including but not limited to:
1. An "auto" that you lease, hire, rent or borrow;
2. A customer's "auto" that is in your care, custody
or control for service; and
3. An "employee's" "auto" while used in your
business or personal affairs.
This does not include a iong-term leased "auto" that
you insure as an owned "auto" under any other auto
liability insurance policy or a temporary substitute for
an "auto" you own that is out of service because of
its breakdown, repair, servicing or destruction.
This includes "autos" owned by your "employees" or
partners or members of their households but only
while used in your business or your personal affairs.
B. With respect to the operation of a "non-owned auto",
WHO IS AN INSURED is replaced by the following:
The following are "insureds":
a. You.
b. Your "employee" while using with your
permission:
(1) An "auto" you hire or borrow; or
(2) An "auto" you don.t own, hire or borrow in
your business or personal affairs; or
(3) An "auto" hired or rented by your "employee"
on your behalf and at your direction.
c. Anyone else while using with your permission a
"non-owned auto" except:
(1) The owner or anyone else from whom you
hire or borrow a "non-owned auto".
Form SS 04 38 03 00
(2) Someone using a "non-owned auto" while
he or she is working in a business of selling,
servicing, repairing, parking or storing
"autos" unless that business is yours.
(3) Anyone other than your "employees",
partners, a iessee or borrower or any of
their "employees", while moving property to
or from a "non-owned auto".
(4) A partner of yours for a "non-owned auto"
owned by him or her or a member of his or
her household.
d. Anyone liable for the conduct of an "insured"
described above but only to the extent of that
liability.
C. With respect to the operation of a "non-owned auto":
1. B. EXCLUSIONS, 1.e. does not apply to "bodily
injury" to domestic "employees" not entitled to
workers' compensation benefits or to liability
assumed by the "insured" under an "insured
contract" .
2. B. EXCLUSIONS, 1.1. is replaced by the
following:
"Bodily injury" or "property damage" arising out
of the actual, alleged or threatened discharge,
dispersal, seepage, migration, release or
escape of "pollutants":
a. That are, or that are contained in any
property that is:
(1) Being transported or towed by, handled,
or handled for movement into, onto or
from, the covered "auto";
(2) Otherwise in the course of transit by or
on behalf of the "insured"; or
(3) Being stored, disposed of, treated or
processed in or upon the covered
"auto",
RevIewed end Clpproved as to Insurance longue;.
and/or requirements.
.....f.Ib:>-J_I!~__~L~!9._L__page
Rir.k Mon::ipemcrtt
1 of 2
@2000, The Hartford
b. Before the "pollutants" or any property in
which the "pollutants" are contained are
moved from the place where they are
accepted by the "insured" for movement Into
or onto the covered "auto"; or
c. After the "pollutants" or any property in
which the "pollutants" are contained are
moved from the covered "auto" to the piace
where they are finally deiivered, disposed of
or abandoned by the "insured".
Paragraph a. above does not apply to fuels,
iubricants, fiuids, exhaust gases or other
similar "pollutants" that are needed for or
result from the normal electrical, hydrauiic or
mechanical functioning of the covered
"auto" or its parts, if:
(1) The "pollutants" escape, seep, migrate,
or are discharged or released directly
from an "auto" part designed by its
manufacturer to hold, store, receive, or
dispose of such "pollutants"; and
(2) The "bodily injury" and "property
damage" does not arise out of the
operation of any equipment listed in
paragraphs 13.b. and 13.c. of the
definition of "mobile equipment".
Paragraphs b. and c. above do not apply to
"accidents" that occur away from premises
owned by or rented to an "insured" with
respect to "pollutants" not in or upon a
covered "auto" if:
(1) The "pollutants" or any property in which
the "pollutants. are contained are upset,
overturned or damaged as a result of
the maintenance or use of a covered
"auto"; and
(2) The discharge, dispersal, seepage,
migration, release or escape of the
"pollutants" is caused directiy by such
upset, overturn or damage.
"pollutants" means any soiid, liquid, gaseous or
thermal irritant or contaminant, including smoke,
vapor, soot, fumes, acids, alkaiis, chemicals and
waste. Waste includes material to be recycled,
reconditioned or reclaimed.
Page 2 of 2
3. Coverage does not apply to "bodily injury" to any
fellow "empioyee" of the "insured" arising out of
the operation of an "auto" owned by the
"insured" in the course of the fellow
"empioyee's" employment.
4. Coverage does not apply to "property damage"
involving property owned or transported by the
"insured" or in the "insured's" care, custody or
control.
D. With respect to the operation of a "non-owned auto.,
the following additional conditions apply:
1. OTHER INSURANCE
a. Except for any liability assumed under an
"insured contract" the insurance provided by
this Coverage Form is excess over any
other collectible insurance.
b. When this Coverage F omn and any other
Coverage Form or policy covers on the
same basis, either excess or primary, we
will pay only our share. Our share Is the
proportion that the Limn of Insurance of our
Coverage Form bears to the total of the
limits of all the Coverage Fomns and policies
covering on the same basis.
2. TWO OR MORE COVERAGE FORMS OR
POLICIES ISSUED BY US
If the Coverage Form and any other Coverage
Form or poiicy issued to you by us or any
company affiiiated with us apply to the same
"accident", the aggregate maximum Limit of
Insurance under all the Coverage Forms or
poiicies shall not exceed the highest applicable
limit of Insurance under anyone Coverage
Form or poiicy. This condition does not apply to
any Coverage Form or policy issued by us or an
affiiiated company specifically to apply as
excess insurance over this Coverage Form.
Form SS 04 38 03 00