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HomeMy WebLinkAboutWILLDAN HOMELAND SOLUTIONS, AN OPERATING DIVISION OF WILLDAN GROUP INC -2010d N lu 1 � U- fQ NORK Mau GLLEPK CONSULTANT AGREEMENT A- 2010 -165 THIS AGREEMENT, made and entered into this 81h day of September, 2010 by and between WILLDAN HOMELAND SOLUTIONS, a California corporation ( "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 ( "City "), hereinafter referred to as the "Agreement ". RECITALS A. City, acting through the Santa Ana Police Department in its capacity as a Core City and lead agency for the Anaheim / Santa Ana Urban Area under the FY09 Urban Areas Security Initiative ( "UASI "), has applied for, received and accepted a grant from the federal Department of Homeland Security, Office of Domestic Preparedness, through the State of California, Office of Homeland Security, to enhance countywide emergency preparedness, hereinafter referred to as "the Grant ". B. The City desires to develop Continuity of Operations Plans (COOP), collectively "COOP". C. Consultant represents that they have the necessary skills and experience to provide assistance in developing COOP Plans, D. Consultant has submitted a Proposal which identifies the scope, tasks and general time lines for providing the services and the costs thereof. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide COOP planning, training, and exercise service to 25 cities in the Anaheim /Santa Ana Urban Area and the police departments of the University of California, Irvine, California State University, Fullerton, and the Santa Ana Unified School Police District Police Department in accordance with Consultant's Proposal, attached hereto as Exhibit A, and incorporated herein by reference. All services required hereunder shall conform in all respects to standards for such COOP development issued by the U.S. Department of Homeland Security. The parties anticipate that additional planning meetings, training and exercises will be planned and executed during the term of this Agreement. The City Manager and Chief of Police for the City of Santa Ana are hereby authorized to approve such additional meetings, training and exercises, in writing, as they determine will fulfill the objectives of the Grant. Page 1 of 11 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 $985,000 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing the completion of milestones as set forth in Exhibit A, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals that may reasonably be expected by City. 3. USE AND OWNERSHIP OF DOCUMENTS It is understood by and agreed to between the parties that all documents, outlines, materials distributed during classes, and any other written papers or materials prepared for the presentations hereunder, paid for with Grant funds, or composed utilizing information provided by Santa Ana, shall be the property of Santa Ana and shall be delivered to Santa Ana upon completion of the services hereunder. Santa Ana shall grant Consultant a license to utilize such property for its own business purposes so long as such use is not contrary to the interests of Santa Ana. 4. TERM This Agreement shall commence on the date first written above and terminate on satisfactory completion of all training and exercises and submission of required evaluation and After Action Reports to the City, which the parties agree should be substantially complete on or before March 31, 2012. 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 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. 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: Page 2 of 11 a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, agents, volunteers, and employees as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting there from and damage to property, resulting from any covered act or occurrence arising out of Consultant's operations in the performance of this Agreement. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting there from, and property damage, in the total amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement to be approved in form by the City Attorney. b. 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. c. Professional Liability Insurance. If Consultant is or employs a licensed professional such as an architect or engineer, Consultant shall provide professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim and not less than $2,000,000 annual aggregate. d. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled without thirty (30) days prior written notice to the City and ten (10) days notice if cancellation is due to non - payment of premium. 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 of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability for personal injury, Page 3 of 11 damages, just compensation, restitution, judicial or equitable relief arising out of claims from 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, to the extent the same are due to their negligence or other wrongful conduct. 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 asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Inasmuch as measures to prevent or mitigate the effect of any act of terrorism are unique to the act, and the actions that may be taken in controlling, preventing or suppressing acts of terrorism are unique to the act, Consultant is not responsible to City for designing or advising on or otherwise taking measures to prevent or mitigate the effect of any act of terrorism or any action which may be taken in controlling, preventing, suppressing or in any way relating to an act of terrorism. 8. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 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 Page 4 of 11 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: Santa Ana Police Department UASI / Homeland Security Division 60 Civic Center Plaza P.O. Box 1981 (M -97) Santa Ana, California 92702 Facsimile (714) 245 -8098 Attn: Enrique Esparza and City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647 -6515 To Consultant: Jim Bailey Willdan Homeland Solutions 2401 East Katella Avenue, Suite 220 Anaheim, California 92806 Facsimile (714) 940 -4930 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. 11. 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 Page 5 of 11 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, that 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. 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 written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. 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 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 that 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. 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. Page 6 of 11 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 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. 17. CONSULTANT CERTIFICATIONS a. Audit Records - With respect to all matters covered by this Agreement all records shall be made available for audit and inspection by the City, the grant agency and /or their duly authorized representatives for a period of three (3) years from the termination of this Agreement. For a period of three years after final delivery hereunder or until all claims related to this Agreement are finally settled, whichever is later, Consultant shall preserve and maintain all documents, papers and records relevant to the services provided in accordance with this Agreement, including the Attachments hereto. For the same time period, Consultant shall make said documents, papers and records available to City and the agency from which City received grant funds or their duly authorized representative(s), for examination, copying, or mechanical reproduction on or off the premises of Consultant, upon request during usual working hours. b. Consultant shall provide to City all records and information requested by City for inclusion in quarterly reports and such other reports or records as City may be required to provide to the agency from which City received grant funds or other persons or agencies. C. Section 504 of the Rehabilitation Act of 1973 (Handicapped) - All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified handicapped person shall, solely by reason of handicap be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. The Consultant agrees it will ensure that requirements of The Act shall be included in the agreements with and be binding on all of its contractors, subcontractors, assignees or successors. d. Americans with Disabilities Act of 1990 - (ADA) Consultant must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. e. Political Activity - None of the funds, materials, property, or services provided directly or indirectly under this agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act ". £. Civil Rights Compliance and Notification of Findings - Consultant will comply, and all its contractors (or subrecipients) will comply, with the nondiscrimination requirements of the Omnibus Crime Control and Safe Streets Act of 1968, as amended, 42 USC 3789 (d), or Page 7 of 11 Victims of Crime Act (as appropriate); Title VI of the Civil Rights At of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975; Department of Justice Non - Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Consultant makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Consultant will forward a copy of the findings to the City which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. 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. ATTEST: Maria Huizar Clerk of the Council APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorn By�_.i Ryan Ho ge Deputy City Attorney CITY OF SANTA ANA, a municipal Corporation of the State of California DAVID N. REAM City Manager WILLDAN HOMELAND SOLUTIONS JIM BAILEY + Vice President Tax ID# Page 8 of 11 Exhibit A �w w1well _ 01 UFATSH-Clim Willdan is committed to providing the participating 25 Urban Area cities and the police departments of University of California, Irvine, California State University, Fullerton, and the Santa Ana Unified School District Police Department (heretofore referred to collectively as School Police Departments) supported under the Continuity of Operations Plan (COOP) project with the same outstanding level of practical, responsive, and forward - looking support the Anaheim/Santa Ana Urban Area has received in the past. Supporting Willdan on the COOP project is SRA International who brings local COOP planning experience proven and refined on projects throughout Southern California. The Willdan team will provide the following COOP planning, training, and exercise services to 25 Urban Area cities and School Police Departments (SPD) during the period of performance ending March, 2012: A. Phase I- Planning. The planning phase of this project will be conducted over the entire period of performance and is subdivided into 5 events or milestones. 1. Initial Planning Meeting. The purpose of the initial planning meeting will be to introduce the members of the Willdan team, review the approach and timeline, and discuss project roles and responsibilities. Members of the Willdan Team and the jurisdictional Stakeholder Project Managers will participate in this meeting. The outcome of this meeting will be an agreement between the Willdan Team and Stakeholder Project Managers on the approach and timeline of the project. The Willdan project manager will facilitate this meeting and his staff will coordinate the invite and track the RSVP's. Willdan will provide all of the planning materials for these meetings. 2. Kick Off Meeting. Each of the twenty -five cities and SPD's will participate in a project kick off meeting. The purpose of the meeting will be to provide a larger audience, comprised of city department heads and planners, with a project overview /approach, COOP overview, project requirements, and planning team roles and responsibilities. These meetings will produce comprehensive project understanding among the planning participants at multiple levels. Willdan will coordinate and facilitate these meetings and provide all of the required reference materials. 3. Departmental Meetings. Willdan will coordinate and facilitate a series of planning meetings to develop each city and SPD departmental COOP. We anticipate that approximately three planning meetings will be required for each city department. Moreover, each city will require one jurisdictional planning meeting to develop the overarching city COOP for each jurisdiction. Willdan, working in concert with each jurisdictional stakeholder project manager, will coordinate, facilitate, and provide the materials for each of these planning meetings. The data gathered by Willdan will be entered into the draft plan by Wilidan personnel and provided back to each Page 9 of 11 department for review. Additionally, Willdan will provide a single point of contact for each jurisdiction through which they may receive planning related information throughout the planning phase. 4. Mid- Project Review. Willdan will coordinate, facilitate, and conduct a mid - project review during the planning phase. The purpose of this meeting will be to review the project's progress, identify areas for improvement, and provide each stakeholder project manager with a status of their jurisdictional plans. Willdan will be responsible for providing all required planning materials in support of this planning event. Draft jurisdictional COOP plans delivered for review. Willdan will draft 25 jurisdictional and three SDP COOP plans for review in accordance with the guidance provided in FEMA Preparedness Circular- 65. The jurisdictional plans will include each city's departmental COOP and an overarching city COOP. Each stakeholder project manager will be afforded 14 days to review their respective plan and provide changes /comments back to Willdan. Willdan will be responsible for providing the personnel and materials necessary for each COOP development. Total Cost Phase I: $605,845.00 B. Phase II- Training. The training phase of this project will be conducted over several months and is subdivided into 3 events or milestones. Tailor Training Materials. Willdan will develop the training materials required to deliver a three to four hour training session for each jurisdiction for a total of twenty -four training deliveries. Materials developed will include instructor and student manuals, multimedia PowerPoint presentations, and participant evaluation forms. Each student will receive a student manual for their use during the course and follow on reference. 2. Stakeholder Project Manager's Meetings. Willdan will provide the training materials for stakeholder project manager review prior to delivering the training sessions. Willdan training staff and members from the planning team will review the materials produced and seek approval for those materials prior to training delivery. Stakeholder project managers will ensure the training is focused and meets the jurisdiction's requirements. Feedback from the project managers will be provided to Willdan for incorporation into final documents. Conduct Training Sessions. Willdan will conduct 24 training sessions. Willdan will provide student manuals for each participating student, and the staff required to deliver each training session. Willdan will develop and deliver training session invitations and track the RSVP's for each session. Participant registration support and light refreshments will also be provided by Willdan staff. Willdan will provide a copy of the participant registration form to each stakeholder project manager upon training completion. Total Cost Phase Il: $68,983.00 Page 10 of 11 C. Phase III- Tabletop Exercises. The exercise phase of this project will be conducted over several months and will include the standard planning events required by the U.S. Department of Homeland Security, Homeland Security Exercise and Evaluation Program ( HSEEP). Conduct Tabletop Exercises. Willdan will design, develop, and deliver 24 tabletop exercises in accordance with the guidance and direction provided by HSEEP doctrine. Each exercise will be three to four hours in length and will be conducted in a hybrid full plenum/breakout group format. Willdan will provide the facilitators and staff to conduct the exercise, as well as, the materials (Situation Manuals, badges, participant evaluation forms, etc.) required to support the exercises. The lessons learned from the exercises will be incorporated into the final draft of each jurisdiction's COOP. Total Cost Phase I11: $248,064.00 D. Phase IV- COOP finalization. The training phase of this project will be conducted over several months and is subdivided into 3 events or milestones. 1. Incorporate Suggested TTX changes. The Willdan team will incorporate the changes gathered during the tabletop exercises into the draft COOPs. These changes will represent the final modifications to the plans prior to submission to the stakeholder project managers. 2. Deliver Draft Plans with Changes. Willdan will deliver a final plan to each jurisdiction. Each jurisdiction will receive three hard copy plans in 3 -ring binders and two electronic copies of plans on CD ROM. Moreover, Willdan will provide electronic copies of all training and exercise materials as well. 3. Conduct Final Planning Meeting. Willdan will coordinate and facilitate a final planning meeting with each jurisdiction to review completion and quality of deliverables. Total Cost Phase IV: $58,123.00 Total Project Cost: $981,015.00 Page 11 of 11 01;4u WILLDAN Win. CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD" PRODUCER 1 11/04/09 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Dealey, Renton & Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P. O. Box 10550. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND. OR Santa Ana, CA 92711 -0550 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 714 427 -6810 INSURERS AFFORDING COVERAGE INSURED Willdan Homeland Solutions INSURER A: Travelers Property Casualty Co of Am 2401 E. Katella Avenue, Ste. 220 INSURER B: Travelers Casualty Ins. Co. of Ameri. Anaheim, CA 92806 INSURER C: Catlin Insurance Company, Inc. F- 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. VGENERAL INSURANCE POLICY NUMBER POLICY EFFECTNE POLICY EXPIRATION TY UMrf3 6301158P020 11/09/09 11/09/10 EACH OC CURRENCE 51 000 000 LGENERALLIABILf1Y MADE �X OCCUR INDP. CONTRACTORS FIRE DAMAGE (Any one fire) E1 000000 CTUAL INCLUDED MED EXP (Any one person] 610 000 r 1 PERSONAL & ADV INJURY S1 nnn nnn N L AGGREGATE LIMRAPPLIES PER: nVV_C '= I, VUV -V� PRO LOC POLICY J( PRODUCTS - COMP /OPAGG $2 nnn nnn A AUTOMOBILE LIABILITY 8101158PO20 11/09/09 11/09/10 X ANY AUTO COMBINED BId; SINGLE LIMIT 61,000,000 ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY 6 X HIRED AUTOS N NT: (Per Person) X NON -OWNED AUTOS APPRO AS TO BODILY INJURY (Per accident) 6 PROPERTY DAMAGE 6 (Per accident) accident) GARAGE LIABILITY ^ ci}�/ O VV �`iJ 1-i ANY AUTO AUTO ONLY - EA ACCIDENT 6 OTHER THAN EA ACC 6 EXCESS LIABILITY AUTO ONLY: AGG 6 OCCUR CLAIMS MADE EACH OCCURRENCE 6 AGGREGATE 6 DEDUCTIBLE 6 RETENTION 6 6 B WORKERS COMPENSATION AND UB1302P790 EMPLOYERS, LIABILITY 11/09/09 11/09/10 X WC STATU- OTH- 6 E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE 619000,000 C OTHER Professional AED977441110 11/09/09 E.L. DISEASE - POLICY LIMIT _$110-00.2-00— lability 11/09 /10 $1,000,000 peel ' �d' $2,000,000 anK"g r. , =5 DESCRIPTION OF OPERATIONS /LOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS General Liability policy excludes claims arising -71 " Goo) -v out of the performance of professional services N Re: Continuity of Operations Plans (COOP) planning, training, and exercise services '..,.1 (See Attached Descriptions) = y City of Santa Ana Attn: Clerk of the City Council 20 Civic Center Plaza (M -30) PO Box 1988 Santa Ana, CA 92702 -1988 ACORD 2" (7197)1 Of 2 #M260619 SHOULD ANYOF TH E ABOVE D ESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO AWL 3Q„_DAYSWRI TEN NOTICE TO TH E. CERTIFICATE H OLDER NAMED TOTH E LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION ORLIABILITYOF ANY KIND UPON THE INSURERJT3AGENTS OR RLL 0 ACORD CORPORATION 1988 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -- WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART I. The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional insured is limited as follows: c. In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance ", the in- surance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance ". This endorsement shall not increase the limits of insurance described in Section III — Limits Of Insurance. d. This insurance does not apply to the render- ing of or failure to render any "professional services" or construction management errors or omissions. e. This insurance does not apply to "bodily in- jury" or "property damage" caused by "your work" and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specifi- cally requires you to provide such coverage for that additional insured, and then the insur- ance provided to the additional insured ap- plies only to such "bodily injury" or "property damage" that occurs before the end of the pe- riod of time for which the "written contract re- quiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SEC TION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible "other in- surance", whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- ditional insured under this Coverage Part must apply on a primary basis or a primary and non- contributory basis, this insurance is primary to "other insurance" available to the additional in- sured which covers that person or organization as a named insured for such loss, and we will not share with that 'other insurance ". But this insur- ance provided to the additional insured still is ex- cess over any valid and collectible 'other insur- ance", whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any "other insurance ". 3. The following is added to SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDITIONS: Duties Of An Additional Insured As a condition of coverage provided to the addi- tional insured: The additional insured must give us written notice as soon as practicable of an 'occur- rence" or an offense which may result in a claim. To the extent possible, such notice should include: CG D414 04 08 0 2008 The Travelers Companies, Inc. Page 1 of 2