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HomeMy WebLinkAboutWHITE NELSON DIEHL EVANS LLP -2015INSURANCE ON FILE N-2015-006 WORK MAY PROCEED UNT(L INSURANCE EXPIRES CLERK OF COUNCIL CONSULTANT AGREEMENT DATE: a r- it 11) JAN 8 2015 THIS AGREEMENT, made and entered into this 1 st day of December, 2014 by and between White Nelson Diehl Evans LLP, a limited liability partnership (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and lacus 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 public accountancy. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. hi undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any scrvices performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting fine 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: i, SCOPE OF SERVICES Pursuant to Section 18-61.7.01 of the Santa Ana Municipal Code (SAMC), the City`s Director of Planning acid Building will compile a "Qualified Registration List" of all applicants desiring to operate a Medical Marijuana Dispensary within the City. Consultant shall conduct a "lottery" process in an open and public location, pursuant to the requirements of the SAMC. Consultant shall perform such other consulting or forensic services under this contract (including but not limited to the lottery selection process and set-up, public information workshops, and consultative meetings or teleconferences with City staff) that are 1) requested by the City and 2) that the Consultant is qualified to perform and agrees to perform. 2, DELIVERY OF WORK PRODUCT Consultant shall deliver to City (as applicable) all work product which results from the services provided. Said work product (as applicable) shall be submitted in hard copy and produced in an electronic form compatible with City's computer system, as agreed between the Project Manager and Consultant. 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 for 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, a royalty -free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials. 3. 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 $25,000 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. 4. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2015, unless terminated earlier in accordance with Section 13, below. Although this Agreement shall first be effective as of December 1, 2014, Consultant's services shall be limited to mutually agreed to consultative meetings /teleconferences with City staff until after January 1, 2015. The term of this Agreement maybe extended upon a writing executed by the City Manager, Executive Director of Planning and Building and the 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 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: 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. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in fall 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. f If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to 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 due to negligent acts, omissions or willful misconduct in the performance, 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 negligent acts, omissions or willful misconduct in the performance of 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 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. City may make all reasonable decisions with respect to its representation in any legal proceeding. 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 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 Planning and Building City of Santa Ana 20 Civic Center Plaza (M-20) P.O. Box 1988 and Santa Ana, California 92702 telefacsimile (714) 973-1461 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant: William S. Morgan White Nelson Diehl Evans LLP 2121 Alton Parkway, Ste. 100 Irvine, CA, 92606-4906 tele£acsimile (714) 795-5396 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 instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any proposal 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 parties, 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 maybe 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 products 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. 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 maybe 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 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. 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. 1ONI11t30II_\ CONSULTANT'S PROPOSAL AND FEESCHEDULE Consultant's standard hourly rates shall apply to all consulting or forensic services provided (including but not limited to the lottery selection process and set-up, public information workshops, and consultative meetings or teleconferences with City staff) as follows: Nitin Patel, CPA, Engagement Partner .................... $400.00 William S. Morgan, CPA, Consultant ...................... $325.00 Managers (CPAs) ............................................... $225.00 - $290.00 Staff Supervisors/Seniors................................... $130.00 - $190.00 Consultant will charge the City for actual hours worked at the standard hourly rates noted above, not to exceed $25,000.00. Consultant will provide City with detailed accounting of hourly charges and other associated costs incurred. Consultant will invoice City monthly on a net 30 day basis. • Prorated hourly billings shall be stated in 15 minute intervals. • Travel time charges to and from any workshop, meeting, public lottery, and all other events requiring attendance by Consultant or Consultant's representative during normal working hours shall be included. • Cost of Lottery Equipment (durable goods) shall be separately stated along with the cost of consumables (all taxes included). Durable lottery equipment purchased by Consultant and reimbursed by the City, shall become property of the City. 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: AM ;) , ,ala A D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Atto By: (Z 4& Assistant City Attorney 4U1L_MN r =0• N KaAJ, - 0-eaury,-- KAREN HALUZA hterirn Executive Director Planning & Building Agency CITY OF SANTA ANA DAV6 CAVAZOS City Manager CONSULTANT; NAME W- X I', Title: Pi n c; P a 1 Tax ID# 0GBCo30J Nelsa" Diehi eyay,r I -LP Pa b 1:c Aceu—\ 7Rh0-5 C�wzU I+ow+s 8 1*14111:308:l 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.) Effective , this endorsement form as a part of Policy # Issued to Named Insured Countersigned by Authorized Representative [CERTIFICATE OF LIABILITY INSURANCE ATTACHED] [BUSINESS LIABILITY COVERAGE FORM ATTACHED] CERTIFICATE OF LIABILITY INSURANCE °A"1�"2/088/201412014 MMDNYYYI THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT; If the certificate holder is an ADDITIONAL INSURED, the poilcy(ies) most he endorsed. If SUBROGATION IS WANED, subject to the terns and Conditions of the policy, certain policies may require an endorsement. A statement on this Certificate does not confer rights to the certificate holder in lieu of such endomement(s). PRODUCER CAMICO Insurance Services 1800 Gateway Drive, Suite 300 San Mateo, CA 94404 _—. CONACT NAME: FauR3 V14759aS_____ - - " ay.800-652-1772 �LA"c•Ne1: 800-22_7-2_0.90__ AnDRESE: P oDuceR - - GU$TQNERIOt INffiURER(aJ AFFORDING COVERAGE NAICY INSURED White Nelson Diehl Evans LLP 2875 Michelle Drive, Suite 300 Irvine, CA 92606 INSURERA: Liberty Insurance Underwriters Inc.,_.__ . _...._...._ _ _INSURER®: —_---- EACH OCCURRENCE -OAMACEYO-RENNrEO PREMISES{Ea orturtanur� rINSURER MEDEXP anapema>ry _ S PERSONAL&ADV INJURY COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR--- TVPEOFINSUMNCE -OLISUBR POLICY NUMBER PtlUCY-(EFF 0 1% --------- LIMITS GENERAL LIABILITY "` _ COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR I--]VLnY EACH OCCURRENCE -OAMACEYO-RENNrEO PREMISES{Ea orturtanur� S S _____._.. MEDEXP anapema>ry _ S PERSONAL&ADV INJURY § GENERAL AGGREGATE S PRODUCTS -COMPIOP AGO S GEN'L AGGREGATE LIMIT APPLIES PER POLICY 17 PROT F7 - LOC AUTOMOBILE LIABILITY ANYAUTO i` COMBINED SINGLE LIMIT (Ea aadd.0 § 60DII.Y INJURY (Pa Puman) § ALL OWNED AUTOS BODILYINJURY(Per aaltlem) S --___._ SCHEDULED AUTOS HIREDAUTOS PROPERTY DAMAGE (Paraccidant) § NON -OWNED AUTOS § UMBRELLA DAB AB OCCUR CWMS-MAGEAGGREGATE EACH OCCURRENCE S _ S— :DE�UUOTISUE � STENTION $ § IVORKERS COMPENSATION AND EMPLOYERS'LRI IABTY YIN ANY PROPRIETOWPARTNER/EXECUTIVE 1:1 OFFICERMIEMSER EXCLUDED? NtA lam" l STATU- OTt1- ...._TQRY_LINrf _... B_.._ E.L.EACH ACCIDENT _ S__ -- E.LDISEE_EAEMPLOYE AS §be _ In 73., itysa. dI E.L DISEASE -POLICY LIMIT S PRQundar X Professional Liability (� CPLI00621 01/01/2014 01/01/2015 Per Claim: $5,000,000 Insurance Policy Aggregate: $10,000,000 DESCRIPTIONOFOPEMTIONS/LOCATIONSIVEHICLES (ANach ACORD 101, Acki lanal Remarks S iredule, Nmouepam to mqukedt City of Santa Ana 20 Civic Center Plaza (M-20) P.O.Box 1988 Santa Ana, CA 92702 ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD BEFORE THE. CE WRH THE ClearAlt COVERAM CERTIFICATE NUMBER* REVISION NUMBER; THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED 13Y THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, D UR POLICYEFF POLICY FxP LTR TYPE OF INSURANCE POLICY NUMBER LIMITS GENERAL LIABILITY FACH OCCURRENCE j $ DAMAGE TO RENTED COMMERQAL GENERAL UABILITY PREMISES (Ed occurronca) CLAIM9,MADF OCCUR MED EXP (Any afte pt S PERSONAL & AOV INJURY 1, GENERAL AGGREGATE . ..... .......... :GATE LIMIT APPLIES PER: PRODUCTS - COMPICIP AGG '_qEN'L AGGREGATE POLICY: PR OT. i LOC AUTOMOBILE LIABILITY COMBNED SINGLE LIMIT ANY AUTO BODILY INJURY Per person) $ — - ----------- ALL OWNED AUTOS BODILY INJURY (Par accident) I $ SCHEDULED AUTOS PROPERTY DAMAGE (Per accklant) HIRED AUTOS NON-OWNED AUTOS UMBRELLA UA13 OCCUR EACH OCCURRENCE EXCESSUAS CLAIMS-MADE: AGGREGATE ........... ........... ..... .. .. ....... .... DEDUCTIBLE RETRNTION $ WORKERS COMPENSATION WC STA1U- OTH_ EPA TORY UMITS l.. " , � - WORE y R, ANY PROPRIETORMARTNEWEYECUTIVE �,N E.I_ RACH ACCIDEN S OFFICERJMEMBER EXCLUDED? N 1 A E.L. DISEASE' - A G $ IMandatory In NH) f yes, describe under E.L. DISEASE - POUCY LIMIT Professional Liability CAB201217 1 110112015 I /01/2016 Per Claim: $5,000,000 Insu Policy Aggregate: $10,000,000 rance DESCRIPTION OF OPERATIONS /LOCATIONS IVEHICLES (Attach ACORD 101, Additional Rainarks Schedule, if mord space no required) City of Santa Ana 20 Civic Center Playa P,O, Box 1964 Santa Ana, CA 92702 ACORD 25 (20091 1 9) SHOULD ANY OF THE ABOVE EXPIRATION DATE THEREOF, NJ POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE BE CANCELLED BEFORE THE M IN ACCORDANCE WITH THE l.1/-NB1[,LrY POLICY Ihiynndnmoulrot modifiesyuoh |nsumnxeaa is afforded 6v tile provisions of' Policy {. Tho city or Santa &m.28CAR Cm/er Plaza, Santa tkno`CaJTaun|og27O!;its mfTlutrs emp|oyms. ogco1s vniuoteomnnd representatives arc named as additional insureds {"ndd|dunm} insured*`') vvidh r��un[ to liability and deRnsc u[yo]tmarkol; SnuotboopomWu and uses perflornied by or on hehallol'the named ioRlred Z wits respect todoiou arising out oFtfic operations and uses pedQued bynron bcbm|[nftbe nacmed insured, such |oyumnoemm iuoDbvdud by ihio polky ix primary and is not additional to orcmntrihuUm&v/�dh ally other insurance carried by m' for the bencfitmfthc additional insurmls. 3. 'Ibis insumnonopp|icsocpuralekLn each ioxu/odug"uiou< Whom obaimisomdwVr suit is brought except Wh respect to 1he:ompny"s iim|no[|iub[l|i),. The |oduoiOoofany person or organization as an insured shall not alfew any right which such person or organization would have as a claimaill ilnot so included, 4. With respect to (hemddihunu| insureds. this insurance shall not ho cancelled, or mawriaHy rakwed in coverage or Am its excV1 a0cr thirty (30) days written notice has been gN*u to Me City of Santa &nm, 20 Civic Center Plaza, Santa Ana, California 4270|. /C000z�ction nfflic K`Uuning, including oounCr igna1une, is pcquirmd to mmku this endorsement bQboi Nondmmcmuu{ Urn asapan of Policy # 51 '5&AO q NamneJ Insured C0un1C1' ignCd by Representative &� ~» // ~ �' APPROVE