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HomeMy WebLinkAboutTRANSPORTATION STUDIES INC. 8 - 2016INSURANCE NOT ON FILE WORK MAY NIT PROCEED CLERK O U�I�IL DATE, CONSULTANT AGREEMENT CITY OF SANTA ANA y i � TI-I1S AGREEMENT is made and entered into this I" day of March, 2016 by and betweenTransportation Studies, Lnc., a California Corporation, (hereinafter "Consultant"), and the City of Santa Ana, Ea charter city and nnunicipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special shill and knowledge in the field of traffic counting services. B, Consultant represents that Consultant is able and willing to provide such services to the City. C, 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. NONA/ 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 perform those services as set forth in Exhibit A to this Agreement. 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 S. The total sum to be expended under this Agreement shall not exceed $50,000 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 and Scope of Work, which may reasonably be expected by City, 3. TERM This Agreement shall commence on the date first written above and terminate on February 28, 2017, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended upon a writing execrated by the City Manager and the City Attorney. 4, INDEPENDENT CONTRACTOR Consultant shall, during [lie entire term ofthis Agreement, be construed to be an independent contractor and not art 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 tuxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF NIATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"), Consaltant shal l require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents &Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes untended by this Agreement shall be at City's sole risk. 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, with $2,000,000 in the aggregate. 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 3700 of the Labor Code, Consultant, if Consultant Inas 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 furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) clays prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. e. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to f-nnish 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. 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 death, and claims for property damage, which may arise from the negligent operations of'the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason 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. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' 'letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement, Consultant shall maintain complete and accurate records with respect to the costs incurred render this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement, All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. to. 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 ftrrther 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. 11. 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 in Certifications, Exhibit C, attached hereto and incorporated in this Agreement by reference, 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be property given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax 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 Fax 714- 647-6956 With courtesy copies to: 4 To Consultant: fired Mousavipour, Exec, Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-43) P.Q. Box 1988 Santa Ana, California 92702 Fax 714- 647-5635 Transportation Studies, Inc Patti A. 'Colton 2640 Walnut Avenue, Suite H Tustin, CA 92780 Fax No. 714-508-3602 City Attorney City Attorney's Office City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-6515 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 fax, 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. 13. 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 ofthis Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or 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. 14. 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 prim 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. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consuiltant 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 5 conditions: 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 o'f 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. 16, 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 and as further specified in Certifications, Exhibit C, attached hereto and incorporated in this Agreement by reference. 17. 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 'Por any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. 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 19. MISCELLANEOUS PROVISIONS Additional provisions, if any are identified as Additional Provisions, Exhibit D, attached hereto and incorporated into this Agreement by reference. b. 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. 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 your fust above writton. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Atte e /% i ByG Jose aldoval Chi 'Assistant City Attorney /�R R. 'OM LNDED OR APPROVAL: 1�I OU A IPOUR Executive Director — Public Works Agency CITY OF SANTA David C'�avazc City Manager CONSULTANT: Patti Totten President Tax ID# 033-0773179 EXHIBIT A SCOPE OF SERVICES Appendix ATTACHMENT I SCOPE OF WORT{ CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR TRAFFIC COUNTING SERVICES RFP NO.: 15-090 DESCRIPTION AND SCOPE OF WORK The City of Santa Ana is issuing this Request for Proposals (RFP) for Traffic Counting Services. Neighborhood requests for City assistance in solving intrusive traffic problems often require a series of traffic counts to be taken at specific locations over several days to confirm and then to monitor the Intrusive traffic. In such a situation, it is important that the same firm be used throughout the study for consistency and reliability. In addition to typical counts for stop sign warrants, the annual contract for traffic counting services may also include the bi-annual city-wide Average Dally Traffic study, City-wide Turning Movement study, and traffic counts for our signal priority list studies. Pedestrian counts, speed surveys, vehicle classifications (using machines) and/or other services may also be requested as part of this contract. For services not specifically listed, a price for such services will be agreed to, if requested. From the proposals received, one or two firm(s) will be selected. The City will enter into an agreement with the firm(s). As traffic counting needs are identified, they will be requested on as needed basis. The City reserves the right to assign the work in any manner which will best serve the City's interests. A, IMPLEMENTATION I. City staff shall have the right to modify, reduce, or delete the services as needed by City. ll. The term of the contract shall be for 1 year which shall commence on the date that City Council approves the award or the date that all required bonds and insurance have been approved by the City Attorney, whichever occurs last. III. City shall retain an option to renew on the same terms and conditions as set forth herein for 1 additional one-year terms, for a total maximum total of 3 years. B. SCOPE OF WORK The Consultant shall provide necessary services for collecting traffic count data for various studies on an as - needed basis. This may include, but not be limited to 24-hour ADT counts, 24-hour entering traffic volume counts, intersection turning movement counts for 2, 4, or 6 -hour, etc, periods, hourly pedestrian counts, speed surveys, and machine vehicle classifier data. For the assigned tasks, the Consultant shall compile the traffic data and provide the following to the City: For each ADT volume count, a two -directional 15 -minute count sheet with hourly totals, similar in format to the sample in Attachment 5. Note: Consultant must be able to provide up to 25 simultaneous count locations for neighborhood traffic counts. For each entering traffic volume count, a 15 -minute count sheet with hourly totals, containing all legs of the intersection (sample in Attachment 5), to Ana RFP 15-090 Page 10 For each manual turning movement count, a 15 -minute count sheet for each count period, with the actual peak hour(s) identified (sample In Attachment 5). Note: Consultant must be able to provide up to 15 simultaneous count locations for neighborhood traffic counts or for various intersection locations throughout the City. For each intersection pedestrian count, a 15 -minute count sheet for each count period, plus a count sheet of manual (vehicle) turning movements, if requested. Note: Counts categorized by age group may be requested for certain locations, For the Citywide Average Daily Traffic (ADT) study: Count sheets as described above. Note: Consultant should be prepared to conduct counts at 280 locations within a 2 -month period. b. "Traffic Census" booklet (summary of ADTs), 25 bound copies and the associated electronic files. Traffic Flow Maps, sample in Exhibit I, will be included in the "Traffic Census" booklet. City will furnish the street map on computer diskette, compatible with AutoCAD or Microstation. Depending on the cost provided by the Consultant, the City may choose to complete this map in-house. d. If, due to the cost limit of the contract, more than one Consultant is needed to complete the study, the City will furnish the count data collected by the "secondary" Consultant to the "prime" Consultant who is compiling the "Traffic Census" booklet. The "prime' Consultant will include this data in the count summary and on the flow maps of the "Traffic Census" booklet. e. Before the Consultant(s) begin the study, a schedule will be developed in cooperation with the Consultant(s) regarding when the counts will be conducted, and when the count data and "Traffic Census" booklet will be delivered. Computer file(s) for all counts conducted by the consultant, including manual or machine counts, in Excel spreadsheet format every three (3) months. Computerized files shall also be provided upon city' staff request. City of Santa Ana RFP 15-090 Page 11 EXHIBIT B Fee Schedule TSITransportation sportetion Studies, Inc, A Traffic Data Collection Company C7TY OFSANTA AIVA Pee. Scheilole 24 Hour Machine Counts (Bi -Directional or directional) I to 300 Locations $ 29.50 per location 24 floor Machine Counts (Approach) 41 Leg Intersection $ 95.00 per location 3 Leg Intersection $ 82.50 per location Manual Turning Nfovement Counts 1 person per location $ 31,25 per hot.uv 2 people per location S 62.50 per horn, 24 flour Spaced and Axle C;lassi/ication Coanats 2 Lanes $ MOO per location. 3-4 Lancs $ 160,00 per location Radar Sarveys I-100 Locations $ 35.00 per location Io0-over $ 30.00 per location video Count & Video $ d5.00 per hour Video Only $ 10.00 per Hour v 2640 Walnut Avenue, Suite H 9 Tustin, CA 92780 a (714) 5013-36'12 m Fax (794) 5013-3602 APPENDIX 7 --._A CTACIIMENT 4: PROPOSERS CERTIFICATION and PROPOSAL . -ITEM PRICING Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for proposals, I have examined the Scope of Services (Attachment A) and am familiar with the scope ofwork locations I am familiar with all the existing conditions and limitation that may impact work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. Proposal Itern Price - pricing shall be based on for services described in Attachment A. Pee must be inclusive ofall costs, including but not limited to, direct and indirect costs for labor, overhead, incidental supplies, travel, mileage, and fuel. Any special materials will be purchased by the contractor only after discussed and authorized by the City projects manager or designee in writing, file purpose of this forru is to provide the City with a basis of comparison of the Consultant's fees. This form will be used for fee comparison purposes only. The tabic below is a possible annual cost scenario for traffic counting services. Fill in the appropriate unit prices from the Consultant's fee schedule and calculate the Consultant's annual total cost for the scenario. Tie ofCount _ Unit Cost No. of Locations No, per Year Annual 7 otal Cost 24 -flour Sinn ube Count sl -- x50 = $ Assn„> -__ ----- -- + One intersection, 4 approaches 0>0 sepairatelyrecMswd counts per year 24 -Hour Dual-TuheCounC Assume: 25 locations, simultaneously, in one neighborhood * 5 times per year Manual Tm mine Movement Counts $ } z X15 x5 = $� Assume. • 4 -Flour manual count (2 hours am & 2 hours pun) at 15 locations, simultaneously, in one neighborhood or in various locations throughout the City • One person canting at each location P 5 times per Year �w City of Santa Ana RFP 15-090 Page 24 Pc(I Counts - 4-hoir count (2 hours ain & 2 hours pm) tit ono location * Orle person counting * 5 separately requested counts per year LEGAL NAME BUSINESS ADD NY PRINTED NAME OF AUTHOR 0 |ZED/\QENT CABLE) PHONE AND FAX NUMBERS TITLE |LADDRESS ACTOR LICENSE N 0 (IF APPLICABLE) THIS FORM MUST BE COMPLE.TED AND INCLUDED WITH THE FEE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESIPONSIVE City of Santa An@ RFP 15-090 Page 25 EXHIBIT C APPENDIX ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT C;ERTI:F'ICATIONS CITY OF SANTA ANA RE, QUEST POR PROPOSAIrS FOR TRAFFIC COUNTING SERVICES RTP NO.! 15-090 NON-COL.L.USION AIrI'IDAY}T (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other 131DDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain train bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements container) in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid, Note: The above Non-ootlusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affitlavit, BIDDERS are cautioned that making a false certification may subject the certifier to c)iminal,,ISrosecution, Signed State of California County of�� o Subscribed and sworn to (or affirmed) before me on this _��day of aiZe-- , 201.by C7dx 1}l��M3(M�lt �, proved to me on the basis of satisfactory evidence to be the person(p) who appeared before me. �S Notary u Itc Signature . kip"K 11 `sAll Me Notary Public Seal City of Santa Ana RFP 15-090 Page 20 APPENDIX ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION C,RTIFIC'ATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR TRAFFIC COUNTING SERVICES REP NO.: 15-090 The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or mod ifieation of any federal contract, grant, loan, or cooperative agreement, 2. if any fiords other than federal appropriated fiords have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, Lf, S. Code, Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure, The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and thatall such sub recipients shall certify and disclose accordingly. Frrn.�.l /�r�f v() - 1 /1 ii 0n- 11J_LC Signed and Printed Name: t_ Title__ Date 12 11-f - City of Santa Ana RFP 15-090 Page 21 APPENI M ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR TRAFFIC COUNTING SERVICES RFP NO.: 15-090 The undersigned consultant or corporate officer; during the performance of this' contract, certifies as follows: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are ernployed, and that employees are treated during employment without, regard to their race, color, religion., sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship, The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin, 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4, The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevtuit orders of the Secretary of Labor, 5. The Consultant shall furnish all information and reports requited by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary o Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or .suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of City of Santa Ana RFP 15-090 Page 22 September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States, 8, Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consulta t of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter, Signed: �l / Title: U f S e-7 Firm: r }zw-4s5On/ i•'F1.c=S, Date: 1 `I— City of Santa Ana RFP 15.090 Page 23 ACOA? CERTIFICATE OF LIABILITY INSURANCE �l DATE(MMIDDIYYYY) OF INSURANCE 3/29(2016 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(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT NAME, Erica HOrnaday The Empire Company PHONE FAX A(C No), 550 North Park Center Drive Aoorsisss:ehornaday@empire-co.com Suite 205 INSURER($) AFFORDING COVERAGE SAID INSURER A:CitiZen9 Insurance Company of Santa Ana CA 92705 INSURED INSURER B Allmarica Financial Benefit Transportation Studies, Inc. _ INSURER C XassachusettS Bay Insurance Company 2640 Walnut Avenue INSURER D: _ Unit B INSURER E: Tustin CA 92780 INSURER F; COVERAGES CERTIFICATE NUMBER:2015/2016 Master REVLSIr1NNlimpi THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR TIE 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. ILTR NSRTYPE OF INSURANCE A D $CBR POLICY NUMBER M OI pYEYVIMOLICY EXPlejon) LIMITS A X I COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 5XI OCCUR EACH OCCURRENCE $ 1,000,000 DAMAGE RENTED PREN eoccormnc $ 300,000 MED EYP (my one person) $ .�. 5,000 OB3A11724602 10/1/2015 10/1/2016 PERSONAL B ADV INJURY ,$ 1,000,000 GEHL AGGREGATE LIMIT APPLIES PER X POLICYJECO7 LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMPIOP AGG $ 2,000,000 Employee Benenls $ 1,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,D00, OOtl Ea accident),__ B XL ANY AUTO ALL OS SCHEDULED AUTO$ AW3A11710502 10/1/2015 10/1/2016 BODILY INJURY (Per person) $ BODILY INJURY Perecclden0 $ NONAUTOS HIRED AUTOS AUTOS ED AUTOS PROPERTY DAMAGE $ -" i accident) K UMBRELLA UAB OCCUR EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 11000,000 A EXCESS LIAR CLAIMS -MADE DED I I RETENTION$ _ $ 083AII724802 10/1/2015 10/1/2016 C WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN ANY PROPRIETORIPARTNER(EXECUTIVE OFFICERNEMBER EXCLUDCO? (Mandatory in NH) If yes,descdba now RIA M3M1724402 10/1/2015 10/1/2016 PER OTN 8 ST TUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 1,000 000 - EL.DISEASE-POLICY LIMIT $ 1 000 000 DESCRIPTIONOPOPERATIONSbelaw DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) RE: Agreement Numbers A-2016-032 and A-2015-063 City of Santa Ana is named as additional insured with respect to general liability per form 391-1006 06 09 attached as required by written contract. / REV6EUt(ED BY �^ - i EUNICE f-IFI2.ECIIA {PG / OF j ZKekula@santa-ana.org City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED Hornaday/ERICA4��:0't-.✓T.Gcoltr e�.... All richts ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD INS025nntenn BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits 1. Additional Insured by Contract, Agreement or Permit 2. Additional Insured - Broad Form Vendors 3. Alienated Premises 4. Bodily Injury Redefined 5. Broad Form Property Damage - Borrowed Equipment, Customers Goods and Use of Elevators 6. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) 7. Personal and Advertising Injury - Broad Form 8. Product Recall Expense $25,000 Occurrence $50,000 Aggregate 9. Unintentional Failure to Disclose Hazards 10. Unintentional Failure to Notify Page This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. 1. Additional Insured by Contract, Agreement or This insurance applies on a primary basis if Permit that is required by the written contract, Under SECTION II - LIABILITY, C. Who Is An agreement or permit. Insured, Paragraph 4. is added as follows: b. This provision does not apply: a. Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract, agreement or permit that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, but only with respect to: (1) Unless the written contract or written agreement has been executed or permit has been issued prior to the "bodily injury", "property damage" or "personal and advertising injury"; (2) To any person or organization included as an insured by an endorsement issued by us and made part of this Policy; (3) To any person or organization included as an insured under Item 1.a.2. of this endorsement; (4) To any lessor of equipment: (a) After the equipment lease expires; or (3) "Your work" for the additional insured(s) (b) If the "bodily injury", "property at the location designated in the damage" or "personal and contract, agreement or permit; or advertising injury" arises out of the (4) Premises you own, rent, lease, control or sole negligence of the lessor; occupy. / RFV€EWE:L) 6K- EUNI(;E HEF2EI7fA{PG.06 ) 391-1006 06 09 Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 5 (5) To any: (a) Owners or other interests from whom land has been leased which takes place after the lease for that land expires; or (b) Managers or lessors of premises if: (1) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage" or "personal and advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor; or (6) To "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. c. Additional insured coverage provided by this provision will not be broader than coverage provided to any other insured. d. All other insuring agreements, exclusions, and conditions of the policy apply. 2. Additional Insured - Broad Form Vendors Under SECTION II - LIABILITY, C. Who Is An Insured, paragraph 5, is added as follows: 5. Any person or organization with whom you agreed, because of a written contract or written agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the 4 Hanover insurance Group OB3 A117248 1001364 demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the distribution or sale of the product; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any thing or substance by or for the vendor; or h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in paragraphs 5.d. or 5.f.; or (2) Such inspections, adjustments, test or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering Into, accompanying or containing such products. 3. Alienated Premises Under SECTION If - LIABILITY, B. Exclusions, paragraph 1.k.(2) is replaced in its entirety with the following: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. vendor; 4. Bodily Injury Redefined d. Repackaging, unless unpacked solely Under SECTION II - LIABILITY, F. Liability and for the purpose of inspection, Me fcal Expenses Definitions, definition 4. is ace in its gentirety by the following: RFVIEWEfy E3'Y:. ,i/ GUf!!CF_ HEREi)IA (PG. OFG� 391.1006 06 09 Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 5 4. "Bodily injury" means bodily injury, disability, sickness or disease sustained by a person, including death resulting from any of these at any time. "Bodily Injury" includes mental anguish or other mental injury resulting from "bodily injure". 5. Broad Form Property Damage - Borrowed Equipment, Customers Goods, Use of Elevators a. Under SECTION II - LIABILITY, B. Exclusions, paragraph 1.k., the following is added: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor to the use of elevators. b. Under SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, the following additional definition is added: "Customers goods" means property of your customer on your premises for the purpose of being: a. Worked on; or b. Used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis. 6. Incidental Malpractice - Employed Nurses, EMT's and Paramedics Under SECTION 11 - LIABILITY, C. Who Is An Insured, paragraph 2.a.(1)(d) does not apply to a nurse, emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. Personal and Advertising Injury - Broad Form Under SECTION 11 - LIABILITY, F. Liability and Medical Expenses Definitions, definition 15, "Personal and Advertising Injury", paragraph h. is added as follows: h. Discrimination or humiliation (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (7) Asbestos, including loss, damage or at the or clean up resulting from asbestos or asbestos containing materials; or E7.EVIFV+/ECS E3Y: /�j- _ EtJNICE. HEF�ECi,A. (PG OF �,� (a) The insured; or (b) Any officer of the corporation, director, stockholder, partner or member of the insured; and (2) Not directly or indirectly related to an "employee", nor to the employment, prospective employment or termination of any person or persons by an insured. 6. Product Recall Expense a. Under SECTION II - LIABILITY, B. Exclusions, Paragraph 1. o. is replaced in its entirety by the following: o. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; If such product, work or property Is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does not apply to "product recall expenses" that you incur for the "covered recall" of "your product". The exception to the exclusion does not apply to "product recall expenses" resulting from: (1) Failure of any products to accomplish their intended purpose; (2) Breach of warranties of fitness, quality, durability or performance; (3) Loss of customer approval, or any cost incurred to regain customer approval; (4) Redistribution or replacement of ..your product" which has been recalled by like products or substitutes; (5) Caprice or whim of the insured; (6) A condition likely to cause loss of which any insured knew or had reason to know at the Inception of this insurance; (1) Not done intentionally by direction of: 391.1006 06 09 Includes copyrighted material of Insurance Services Office, Inc. Page 3 of 5 (8) Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. b. Under SECTION II - LIABILITY, C. Who Is An Insured, paragraph 4.c. is added as follows: c. "Bodily injury" or "property damage" do not apply to "product recall expense" arising out of any withdrawal or recall that occurred before you acquired or formed the organization. c. Under SECTION II - LIABILITY, E. Liability and Medical Expense General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit, paragraph e. is added as follows: e. You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product' and the reason for the withdrawal or recall; (2) Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. d. Under SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, the following additional definitions are added: "Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage". "Product recall expense(s)" means: a. Necessary and reasonable expenses for: (1) Communications, including radio or television announcements or BY: k rn< Hanover Insurance Group.. 033A117248 1001384 printed advertisements including stationary, envelopes and postage; (2) Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Remuneration paid to your regular "employees" for necessary overtime; (4) Hiring additional persons, other than your regular "employees" (5) Expenses incurred by "employees" including transportation and accommodations; (6) Expenses to rent additional warehouse or storage space; (7) Disposal of "your product", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid "bodily injury" or "property damage" as a result of such disposal, you incur exclusively for the purpose of recalling "your product'; and b. Your lost profit resulting from such "covered recall". e. Under SECTION II - LIABILITY, D. Liability and Medical Expenses Limits of Insurance, the following is added: 5. The Limits of Insurance and rules stated below fix the most that we will pay under this Product Recall Expense Coverage. (1) The Aggregate Limit is the most that we will reimburse you for the sum of all "product recall expenses" incurred for all "product recall expenses" initiated during the policy period. (2) The Occurrence Limit shown on the Summary of Coverages is the most we will pay in connection with any one defect or deficiency. (a) All "product recall expenses" in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence". EUNICE HEREDIA (PG 50I 6 t I 391-1006 06 09 Includes copyrighted material of Insurance Services Office, Inc. Page 4 of 5 (b) Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. (c) If the Aggregate Limit has been reduced by reimbursement of "product recall expenses" to an amount that is less than the Occurrence Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. 6. A deductible of $500 applies per each "Occurrence". 9. Unintentional Failure to Disclose Hazards Under SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions, paragraph 6. is added as follows: 6. Representations We will not disclaim coverage under this Coverage Form if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 10. Unintentional Failure to Notify Under SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit, paragraph f. is added as follows: f. Your rights afforded under this Coverage Form shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily Injury" or "property damage" is not covered under this Policy. REVIEWED BY: /,- "/. _ UI ! ( EUNICL HEREDIA tPGLCIF/,, 391.1006 06 09 Includes copyrighted material of Insurance Services Office, Inc. Page 5 of 5 ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 9/29/2016 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(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Erica Hornada y NAME:FA The Empire Company PHONE Ext): AIC No IC, E-MAIL ehornaday@empire—CO. COM 550 North Park Center Drive INSURER(S) AFFORDING COVERAGE NAIC # Suite 205 INSURERA:Citizens Insurance Company of Santa Ana CA 92705 INSURED INSURER B.Allmerica Financial Benefit Transportation Studies, Inc. INSURER C Hanover Insurance Company INSURERD:United States Liability Insurance 25895 2640 Walnut Avenue INSURER E: Unit L INSURER F: Tustin CA 92780 COVERAGES CERTIFICATE NUMBER:2016/2017 Master 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 LTR I TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ 300,000 MED EXP (Any one person) $ 5,000 OB3A11724803 10/1/2016 10/1/2017 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY 1 PRO ❑LOC X JECT PRODUCTS -COMP/OP AGG $ 2,000,000 IS OTHER: I AUTOMOBILE LIABILITY COEaMBINED accidentSINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ B X ANY AUTO ALL OWNED SCHEDULED I AUTOS AUTOS AW3A11710503 10/1/2016 10/1/2017 BODILY INJURY (Per accident) $ NON -OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE $ Per accident X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 A'.. EXCESS LIAB CLAIMS -MADE '.DED RETENTION$ $ OB3A11724803 10/1/2016 10/1/2017 WORKERS COMPENSATIONX AND EMPLOYERS' LIABILITY Y / N PER OTH- I STATUTE ER EACH ACCIDENT $ 1 , 000,000 C ANY PROPRIETOR/PARTNER/EXECUTIVEE.L. OFFICER/MEMBER EXCLUDED? (Mandatory in NH) NIA WH31111724403 10/1/2016 10/1/2017 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under --- DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 D Errors & Omissions SP1022743E 10/1/2016 10/1/2017 Limit 1,000,000 Deductible 1,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Agreement #'s: A-2016-032 and A-2015-063. The City of Santa Ana is named as additional insured in respect to general liability coverave per form 391-1006 06 09 attached as required by written contract. REVIEWED EKY: EUNdCE I IEREDIA (PC of C CERTIFICATE HOLDER CANCELLATION ZKekula@santa-ana.org SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE Quyen Dang/QUYEN - c---;-,-- ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD INS025om4mi BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract, Agreement or Permit 1 2. Additional Insured - Broad Form Vendors 2 3. Alienated Premises 2 4. Bodily Injury Redefined 2 5. Broad Form Property Damage - Borrowed Equipment, Customers 2 Goods and Use of Elevators 6. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) 3 7. Personal and Advertising Injury - Broad Form 3 8. Product Recall Expense $25,000 Occurrence $50,000 Aggregate 3 9. Unintentional Failure to Disclose Hazards 5 10. Unintentional Failure to Notify 5 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. 1. Additional Insured by Contract, Agreement or Permit Under SECTION II - LIABILITY, C. Who Is An Insured, Paragraph 4. is added as follows: a. Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract, agreement or permit that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, but only with respect to: (3) "Your work" for the additional insured(s) at the location designated in the contract, agreement or permit; or (4) Premises you own, rent, lease, control or occupy. This insurance applies on a primary basis if that is required by the written contract, agreement or permit. b. This provision does not apply: (1) Unless the written contract or written agreement has been executed or permit has been issued prior to the "bodily injury", "property damage" or "personal and advertising injury"; (2) To any person or organization included as an insured by an endorsement issued by us and made part of this Policy; (3) To any person or organization included as an insured under Item 1.a.2. of this endorsement; (4) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury", "property damage" or "personal and advertising injury" arises out of the sole negligence of the lessor; ( RE IEvt f D BY: El NICE HEREDA (PG ,OF 391-1006 06 09 Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 5 (5) To any: (a) Owners or other interests from whom land has been leased which takes place after the lease for that land expires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage" or "personal and advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor; or (6) To "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. c. Additional insured coverage provided by this provision will not be broader than coverage provided to any other insured. d. All other insuring agreements, exclusions, and conditions of the policy apply. 2. Additional Insured - Broad Form Vendors Under SECTION II - LIABILITY, C. Who Is An Insured, paragraph 5. is added as follows: 5. Any person or organization with whom you agreed, because of a written contract or written agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, unless unpacked solely for the purpose of inspection, The 44k" Hanover Insurance Group.. OB3 A117248 1001384 demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the distribution or sale of the product; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any thing or substance by or for the vendor; or h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in paragraphs 5.d. or 5.f.; or (2) Such inspections, adjustments, test or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. Alienated Premises Under SECTION II - LIABILITY, B. Exclusions, paragraph 1.k.(2) is replaced in its entirety with the following: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. 4. Bodily Injury Redefined Under SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, definition 4. is replaced in its entirety the following REVIEWED B �� ' � EUNI(E& EREMA(FI, F GYM .m..w. ._.M_.._.______._ _..._..____ 391-1006 06 09 Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 5 4. "Bodily injury" means bodily injury, disability, sickness or disease sustained by a person, including death resulting from any of these at any time. "Bodily Injury" includes mental anguish or other mental injury resulting from "bodily injury". 5. Broad Form Property Damage - Borrowed Equipment, Customers Goods, Use of Elevators a. Under SECTION II - LIABILITY, B. $ Exclusions, paragraph 1.k., the following is added: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor to the use of elevators. b. Under SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, the following additional definition is added: "Customers goods" means property of your customer on your premises for the purpose of being: a. Worked on; or b. Used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis. 6. Incidental Malpractice - Employed Nurses, EMT's and Paramedics Under SECTION II - LIABILITY, C. Who Is An Insured, paragraph 2.a.(1)(d) does not apply to a nurse, emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. 7. Personal and Advertising Injury - Broad Form Under SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, definition 15, "Personal and Advertising Injury", paragraph h. is added as follows: h. Discrimination or humiliation (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any officer of the corporation, director, stockholder, partner or member of the insured; and (2) Not directly or indirectly related to an "employee", nor to the employment, prospective employment or termination of any person or persons by an insured. Product Recall Expense a. Under SECTION II - LIABILITY, B. Exclusions, Paragraph 1. o. is replaced in its entirety by the following: o. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; If such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does not apply to "product recall expenses" that you incur for the "covered recall" of "your product". The exception to the exclusion does not apply to "product recall expenses" resulting from: (1) Failure of any products to accomplish their intended purpose; (2) Breach of warranties of fitness, quality, durability or performance; (3) Loss of customer approval, or any cost incurred to regain customer approval; (4) Redistribution or replacement of "your product" which has been recalled by like products or substitutes; (5) Caprice or whim of the insured; (6) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; (7) Asbestos, including loss, damage or clean up resulting from asbestos or as.b0st containing materials; or �42E�![irvVWP 1 4ti° _ ._ ...__ G,:PPP i(F P CP` R MA (� G � )I, e � ....__ _,_,w ........... 391-1006 06 09 Includes copyrighted material of Insurance Services Office, Inc. Page 3 of 5 The Hanover Insurance Group - 0133 A117248 1001384 (8) Recall of "your products" that have printed advertisements including no known or suspected defect stationary, envelopes and solely because a known or postage; suspected defect in another of (2) Shipping the recalled products "your products" has been found. from any purchaser, distributor b. Under SECTION II - LIABILITY, C. Who or user to the place or places Is An Insured, paragraph 4.c. is added designated by you; as follows: (3) Remuneration paid to your c. "Bodily injury" or "property damage" regular "employees" for do not apply to "product recall necessary overtime; expense" arising out of any (4) Hiring additional persons, other withdrawal or recall that occurred than your regular "employees"; before you acquired or formed the organization. (5) Expenses incurred by "employees" including c. Under SECTION II - LIABILITY, E. transportation and Liability and Medical Expense General accommodations; Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit, (6) Expenses to rent additional paragraph e. is added as follows: warehouse or storage space; e. You must see to it that the following (7) Disposal of "your product", but are done in the event of an actual or only to the extent that specific anticipated "covered recall" that methods of destruction other may result in "product recall than those employed for trash expense": discarding or disposal are required to avoid "bodily injury" ( 1) Give us prompt notice of any or property damage" as a result discovery or notification that of such disposal, "your product" must be withdrawn or recalled. Include a you incur exclusively for the purpose description of "your product" of recalling "your product"; and and the reason for the b. Your lost profit resulting from such withdrawal or recall; "covered recall". (2) Cease any further release, e. Under SECTION II - LIABILITY, D. shipment, consignment or any Liability and Medical Expenses Limits of other method of distribution of Insurance, the following is added: like or similar products until it 5. The Limits of Insurance and rules has been determined that all stated below fix the most that we such products are free from will pay under this Product Recall defects that could be a cause of Expense Coverage. loss under this insurance. (1) The Aggregate Limit is the most d. Under SECTION II - LIABILITY, F. that we will reimburse you for Liability and Medical Expenses the sum of all "product recall Definitions, the following additional expenses" incurred for all definitions are added: "product recall expenses" "Covered recall" means a recall made initiated during the policy period. necessary because you or a government (2) The Occurrence Limit shown on body has determined that a known or the Summary of Coverages is suspected defect, deficiency, the most we will pay in inadequacy, or dangerous condition in connection with any one defect "your product" has resulted or will result or deficiency. in "bodily injury" or "property damage". (a) All "product recall "Product recall expense(s)" means: expenses" in connection a. Necessary and reasonable expenses with substantially the same general harmful condition for: will be deemed to arise out (1) Communications, including radio of the same defect or or television announcements or _ deficiency and considered eh"occurrence" rY°� Y ___..�_�Ve REVIEWED ar[ F Ek MCE l�P��EDIr r G _ ___.4 _.__. ._ 391-1006 06 09 Includes copyrighted material of Insurance Services 04iIn c. Page 4 of 5 (b) Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. (c) If the Aggregate Limit has been reduced by reimbursement of "product recall expenses" to an amount that is less than the Occurrence Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. 6. A deductible of $500 applies per each "Occurrence". 9. Unintentional Failure to Disclose Hazards Under SECTION 11 - LIABILITY, E. Liability and Medical Expenses General Conditions, paragraph 6. is added as follows: 6. Representations We will not disclaim coverage under this Coverage Form if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 10. Unintentional Failure to Notify Under SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit, paragraph f. is added as follows: f. Your rights afforded under this Coverage Form shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit', solely due to your reasonable and documented belief that the "bodily injury" or "property damage" is not covered under this Policy. � .__. j� .......__ _._ _ (PG _.._. > FREVIEWEDl�Y 6 t�i�RE€, E FtER Ei)kA t1G 391-1006 06 09 Includes copyrighted material of Insurance Services Office, Inc. Page 5 of 5 OTHER INSURANCE - PRIMARY AND NON-CONTRIBUTORY (ADDITIONAL INSURED) ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following is added to SECTION III - COMMON POLICY CONDITIONS: M. Other Insurance (b) That is Fire insurance for 1. Additional Insureds premises rented to the If you agree in a written contract, written Additional Insured or agreement or permit that the insurance temporarily occupied by the provided to any person or organization Additional Insured with included as an Additional Insured under permission of the owner; SECTION 11 - LIABILITY, Part C - Who is An (c) That is insurance purchased by Insured, is primary and non-contributory, the Additional Insured to cover the following applies: the Additional Insured's liability If other valid and collectible insurance is as a tenant for "property available to the Additional Insured for a loss damage" to premises rented to we cover under SECTION II - LIABILITY, the Additional Insured or Part A. Coverages, Paragraph 1., Business temporarily occupied by the Liability our obligations are limited as Additional Insured with follows: - permission of the owner; or a. Primary d.� If the loss arises out of the rcvl�wr r s� ra insurancetotoo rroi ____.�._ is ri _. u�rlc� HSR �laa tt c o� ._-cruttra"—vr----vn-arer�,r crPr--cv _.1iT� nsuthat able the extent not subject to Exclusion g. Additional Insured which covers the of SECTION II - LIABILITY, Part Additional Insured as a Named Insured. A. Coverages, 1. Business We will not seek contribution from any Liability. other insurance available to the Additional Insured except: When this insurance is excess, we will h (1) For the sole negligence of the Additional Insured; (2) When the Additional Insured is an Additional Insured under another primary liability policy; or (3) When b.(2) below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in b.(3) below. b. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether primary, excess, contingent or on any other basis: ave no duty under SECTION II - LIABILITY, Part A. Coverages, 1. Business Liability to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (2) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (3) The total of all deductible and self-insured amounts under all that other insurance. (a) That is Fire, Extended Coverage, We will share the remaining loss, if any, Builder's Risk, Installation Risk with any other insurance that is not or similar coverage for "your work"; 391-1331 06 09 Includes copyrighted material of Insurance Services Offices, Inc., with its permission Page 1 of 2 4 Ha"nover Insurance Croup.. 0133 Al 17248 1001384 described in this Excess Insurance provision and was not bought specifically to apply in oxoeao of the Limits of Insurance shown in the Declarations ofthis Coverage Part. c. Method CfSharing If all of the other insurance permits contribution by equal uhereu, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the |oao remains, whichever comes first. If any of the other insurance does not permit contribution byequal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance tothe total applicable limits of insurance ufall insurers. 391-1331 06 09 Includes copyrighted material of Insurance Services Offices, Inc., with its permission Page 2 of 2