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
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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.,_.__
. _...._...._
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_INSURER®:
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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.
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Per Claim: $5,000,000
Insurance
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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.
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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
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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
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APPROVE