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HomeMy WebLinkAboutGOODWILL INDUSTRIES OF ORANGE COUNTY, CA DBA DEAFINITELY PROFESSIONAL INTERPRETING SERVICES-2017INSURANCE MON FILE WORK MAY Imo. PROCEED CLERK OF COUNCIL N-2o�7-173 ot,` DATE- W 12 2017 CONSULTANT AGREEMENT ® %6=n IS AGREEMENT is made and entered into this A5t day of August, 2017 by and between Goodwill Industries of Orange County, CA dba DEARnitely Professional Interpreting Services, a non-profit organization, (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"), RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of providing sign language interpreting services including American Sign Language, CASE, PSE, SEE, and other styles of sign language. 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. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement, Z 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 forty-five (45) 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. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2018, unless terminated earlier in accordance with Section 13, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. This Agreement has one optional one (1) year renewal that can be exercised in the City's sole discretion. 4. 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. 5. 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. 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. 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. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 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, If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. 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 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 canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. 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. 6. 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 direct 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. 7. 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 under 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. 8. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary andlor 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 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: And To Consultant: Executive Director of Personnel Services City of Santa Ana 20 Civic Center Plaza (M-34) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-5311 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-6515 Goodwill Industries of Orange County DEAFinitely Professional Interpreting Services 410 North Fairview Street Santa Ana, California 92703 Fax 714-480-7832 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. 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 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. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. TERMINATION This Agreement may be terminated by either party upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work 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. 13. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 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 N-2017-173 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. 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. ATTESTt CITY OF SANTA ANA MARIA D Rt4au Clerk of the CouncilCity Manager APPROVED AS TO FORM.; SONI R. CARVALHV City t By: Tamara Bogosian Assistant City Attorney RECOMMENDED FOR APPROVAL: CONS Ed Rays _ nk larico Executive Director o Personnel Services fent and CEO Tax ID# 016-I(fgg01a EXHIBIT A SCOPE OF SERVICES AND FEE SCHEDULE DEAFinitely Professional Interpreting Services American Sign Language Interpreting Policy and Price Sheet Service rates are based on a 2 -hour minimum per interpreter and will be charged in half hour increments thereafter Daily, Monday — Friday: 8:00am to 5:00pm $72.00 per hour / 48 hour notice Daily, Monday — Friday: 5:00pm to 7:59am $77.00 per hour / 48 hour notice Tactile, Trilingual and Hard -to -fill requests (highly technical) $88.00 per hour daily rate / 48 hour notice (after hours $98.00 per hour) Weekend: 8:00am to 5:00pm $77.00 per hour / 48 hour notice Weekend: 5:00pm to 7:59am am $82.00 per hour / 48 hour notice Holiday: 8:00am to 5:00pm $77,00 per hour / 48 hour notice Holiday: 5:00pm to 7:59am $82.00 per hour / 48 hour notice Legal: $105.00 per hour — additional $20/hour for requests with less than 48 hour notice and Nights/Weekends This includes law enforcement, attorney appointments, depositions, and court interpreting. Conditions: To avoid physical stress and injury to the interpreters, it may be necessary to team two (2) interpreters based on the length and/or the nature of the appointment. If a team is unavailable, the un -teamed assignment will be billed at a rate equivalent to 2 interpreters. Rates apply from the requested arrival time and continue for the duration requested with a two hour minimum. Cancellation of Services: a) The Customer will strive to request interpreters from GIOC with seventy-two (72) hours or more notice to ensure interpreters can be booked. This, however, does not guarantee an interpreter will be booked. b) All cancellations made by Customer must be called in to by GIOC with forty-eight (48) hours or more notice. Customer will assume responsibility for payment should this cancellation be requested without proper notice. c) Customer will assume payment responsibility should a Consumer fail to attend the requested event in which an interpreter was requested. Customer will not be held responsible to pay for services where an interpreter working for the GIOC fails to "show up" for an assignment, earl ln% Mileage rates (where applicable) will be calculated round-trip based upon the current IRS Standard Allowance Deduction. Parking reimbursement will apply contingent on location Holidays: The holiday rate will apply to appointments scheduled for the following legal holidays: New Year's Day, Martin Luther King Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. *Any assignment requested with less than 48-hour (business day) notice will be billed an additional $5.00 per hour/per interpreter. **All appointments cancelled with less than 48-hour (business day) notice will be billed for the complete time originally scheduled. I HAVE READ AND AGREE WITH THE TERMS AS DESCRIBED ABOVE: SIGNATURE NAME DATE BILLING ADDRESS CONTACT NAME PHONE NUMBER EMAIL EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 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 ACC)R" CERTIFICATE OF LIABILITY INSURANCE DATE(MWDDIYYYY) 8/14/2017 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: It the certificate holder is an ADDITIONAL INSURED, the poiicy(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 Gizelda Parr NAME: Poms & Associates Insurance BrokersPHONE c: (800) 578-8802 c No: (618)449-9321 E-MAIL ADDRESS: 9parr@pomsassoc.com CA License #0814733 5700 Canoga Ave. #400 INSURERS AFFORDING COVERAGE NAIC# Woodland Hills CA 91367 INSl1RERA:PhilaCle1 hia Insurance Company 18058 INSURED iNSURER B :'Tokio Marine S ecialt /PHI 11216 Goodwill Industries of Orange County INSURERC: 410 N. Fairview St. INSURERD: INSURER E . Santa Ana CA 92703 INSURER F: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVL FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY RLOUIREMENT, 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. "NSRADDL LTR TYPE OF INSURANCE SU Bft POLICY NUMBER POLICY EFF MMlDDIYYYY POLICY EXP MMIDR= LIMITS X COMMERCIAL GENERAL LIABILITY F�CH QCCURRENCE S 1,000,000 A CLAIMS -MADE OCCUR CAMAGETORENTED PREMISES Ea occUrn=na6 $ 1,000,000 MED EXP (Any one person) $ Excluded X Professional Liability _ X PEPK1665226 7/1/2017 7/1/2016 X Sexual Abuse/Molestation &ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: -PERSONAL GENERAL AGGREGATE S 3,000,000 X POLICY PRO - CI ❑ )ECT LOC PRODUCTS -GQMPlOPAGG $ 3,000,000 Emplayee Benefits $ 1,000,000 OTHER�Dedxuctthle: 0 AUTOMOBILE LIABILITY EOaaBINEDSINGLELIMIT $ 1,000,000 A % ANY AUTO LPK1665226 BODILY INJURY (Per person) $ AUTOS SCHEDULED BODILY INJURY Per accident $ } AUTQS AUTOS 7/1/2017 7/1/2016 HIREDAU' NCN-OWNED AUTOS I( PROPERTY DAMAGE Per auidern $ Underinsured motorist $ 1,000,000 X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 10,000,000 B EXCESS LIAS CLAIMS -MADE AGGREGATE $ 10,000 000 DED 1 X IETENTION$ 10,000 $ PUB567092 7/1/2017 7/1/2018 WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY YIN STATUTE ER E.L. EACH ACCIDE NT S ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICEPJMEMDER EXCLUDED? ❑ NIA I E.L. DISEASE - EA EMOYE $ PL (Mandatory in NH) If yas, describe under E.L DISEASE - POLICY LIMIT I $ DESCRIPTION OF OPERATIONS below i i DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Santa Ana, its officers, employees, agents, volunteers and representatives are named as additional insureds per the attached endorsement. Primary non-contributory wording applies per the attached endorsement. 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 (M-30) ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 1988 Santa Aria, CA 92702-1988 AUTHORIZED REPRESENTATIVE John Ioef/JLOEF U 1988-2014 ACORD CORPORATION. All rights red. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD,a n I NS025 (201401) V `� J POLICY NUM13ER: PHPK1665226 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANCES THE POLICY. PLEASE READ IT CAREFULLY, ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE dame Of Additional Insured Person(s) Or Organization(s)- All persons or organizations as required by written contract with the Named Insured Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. Its the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 04 13 B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of Insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. O Insurance Services Office, Inc., 2012 Page 1 of 1 \-11\ Policy: PHPK1665226 PI -GL -005 (07112) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization (Additional Insured): Effective Date: SECTION II — WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the endorsement Schedule, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of or relating to your negligence in the performance of "your work" for such person(s) or organization(s) that occurs on or after the effective date shown in the endorsement Schedule. This insurance is primary to and non-contributory with any other insurance maintained by the person or organization (Additional Insured), except for loss resulting from the sole negligence of that person or organization. This condition applies even if other valid and collectible insurance is available to the Additional Insured for a loss or "occurrence" we cover for this Additional Insured. The Additional Insured's limits of insurance do not increase our limits of insurance, as described in SECTION III — LIMITS OF INSURANCE. All other terms, conditions, and exclusions under the policy are applicable to this endorsement and remain unchanged. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 'S�i IL 02 70 09 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CHANGES - CANCELLATION AND NONRENEWAL This endorsement modifies insurance provided under the following: CAPITAL ASSETS PROGRAM (OUTPUT POLICY) COVERAGE PART COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART CRIME AND FIDELITY COVERAGE PART EMPLOYMENT-RELATED PRACTICES LIABILITY COVERAGE PART EQUIPMENT BREAKDOWN COVERAGE PART FARM COVERAGE PART LIQUOR LIABILITY COVERAGE PART MEDICAL PROFESSIONAL LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART A. Paragraphs 2. and 3. of the Cancellation Common Policy Condition are replaced by the following: 2. All Policies In Effect For 60 Days Or Less If this policy has been in effect for 60 days or less, and is not a renewal of a policy we have previously issued, we may cancel this policy by mailing or delivering to the first Named Insured, at the mailing address shown in the policy, and to the producer of record, advance written notice of cancellation, stating the reason for cancellation, at least: a. 10 days before the effective date of cancellation if we cancel for: (1) Nonpayment of premium; or (2) Discovery of fraud by: (a) Any insured or his or her representative in obtaining this insurance; or (b) You or your representative in pursuing a claim under this policy. b. 30 days before the effective date of cancellation if we cancel for any other reason. IL 02 70 09 12 3. All Policies In Effect For More Than 60 Days a. If this policy has been in effect for more than 60 days, or is a renewal of a policy we issued, we may cancel this policy only upon the occurrence, after the effective date of the policy, of one or more of the following: (1) Nonpayment of premium, including payment due on a prior policy we issued and due during the current policy term covering the same risks. (2) Discovery of fraud or material misrepresentation by: (a) Any insured or his or her representative in obtaining this insurance; or (b) You or your representative in pursuing a claim under this policy. (3) A judgment by a court or an administrative tribunal that you have violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks insured against. © Insurance Services Office, Inc., 2012 Page 1 of 4 , 4 (4) Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by you or your representative, which materially increase any of the risks insured against. (5) Failure by you or your representative to implement reasonable loss control requirements, agreed to by you as a condition of policy issuance, or which were conditions precedent to our use of a particular rate or rating plan, if that failure materially increases any of the risks insured against. (6) A determination by the Commissioner of Insurance that the: (a) Loss of, or changes in, our reinsurance covering all or part of the risk would threaten our financial integrity or solvency; or (b) Continuation of the policy coverage would: (i) Place us in violation of California law or the laws of the state where we are domiciled; or Threaten our solvency (7) A change by you or your representative in the activities or property of the commercial or industrial enterprise, which results in a materially added, increased or changed risk, unless the added, increased or changed risk is included in the policy. b. We will mail or deliver advance written notice of cancellation, stating the reason for cancellation, to the first Named Insured, at the mailing address shown in the policy, and to the producer of record, at least: (1) 10 days before the effective date of cancellation if we cancel for nonpayment of premium or discovery of fraud; or (2) 30 days before the effective date of cancellation if we cancel for any other reason listed in Paragraph 3.a. Page 2 of 4 B. The following provision is added to the Cancellation Common Policy Condition: 7. Residential Property This provision applies to coverage on real property which is used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household personal property in a residential unit, if such coverage is written under one of the following: Commercial Property Coverage Part Farm Coverage Part — Farm Property — Farm Dwellings, Appurtenant Structures And Household Personal Property Coverage Form a. If such coverage has been in effect for 60 days or less, and is not a renewal of coverage we previously issued, we may cancel this coverage for any reason, except as provided in b. and c. below. b. We may not cancel this policy solely because the first Named Insured has: (1) Accepted an offer of earthquake coverage; or (2) Cancelled or did not renew a policy issued by the California Earthquake Authority (CEA) that included an earthquake policy premium surcharge. However, we shall cancel this policy if the first Named Insured has accepted a new or renewal policy issued by the CEA that includes an earthquake policy premium surcharge but fails to pay the earthquake policy premium surcharge authorized by the CEA. c. We may not cancel such coverage solely because corrosive soil conditions exist on the premises. This restriction (c.) applies only if coverage is subject to one of the following, which exclude loss or damage caused by or resulting from corrosive soil conditions: (1) Commercial Property Coverage Part — Causes Of Loss — Special Form; or (2) Farm Coverage Part — Causes Of Loss Form — Farm Property, Paragraph D. Covered Causes Of Loss — Special. ©insurance Services Office, Inc_, 2012 IL 02 70 09 12 �� Lit b. If the policy has been extended for 90 days or less, provided that notice has been given in accordance with Paragraph C.1. c. If you have obtained replacement coverage, or if the first Named Insured has agreed, in writing, within 60 days of the termination of the policy, to obtain that coverage. d. If the policy is for a period of no more than 60 days and you are notified at the time of issuance that it will not be renewed. Page 4 of 4 e. If the first Named Insured requests a change in the terms or conditions or risks covered by the policy within 60 days of the end of the policy period. f. if we have made a written offer to the first Named Insured, in accordance with the timeframes shown in Paragraph C.1., to renew the policy under changed terms or conditions or at an increased premium rate, when the increase exceeds 25%. © Insurance Services Office, Inc., 2092 IL 02 70 09 12 1 GOODIND-01 JCHFAVAING A 'o CERTIFICATE OF LIABILITY INSURANCE ED TE 0929no129120Y17 � 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(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION 1S WAIVED, 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 endorsemen s . PRODUCER License # OE75440 CONTACT Jenny Chea-Vaing Sinlepoint Insurance Services 5000 Hopyard Road, Suite 328 PHONE FAX (Arc, No, Ext): (925) 416-2050 103 (AJC, No):(925) 416-2051 E-MAIL . jcheavaingesinglepointins.com Pleasanton, CA 94588 INSURERS AFFORDING COVERAGE NAIC # INSURER A: SafeW National Casualty Cor INSURED INSURER B INSURER C Goodwill Industries of Orange County INSURER D: 410 N Fairview Street Santa Ana, CA 92703 INSURER E: INSURER F: COVERAGES CFRTIFICATF NIIMRFR- 0C111Qlnki rutse000. 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 RESPECTTO 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. INTRR TYPE OF INSURANCE p p Sip POLICY NUMBER POLICY EFF POLICY EXP LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑ OCCURPRMAGETORENTED EACH OCCURRENCE MED EXP (Anyone erson $ PERSONAL&ADV INJURY GFN'L AGGREGATE LIMIT APPLIES PER: POLICY ❑ PE 0 LOC GENERAL AGGREGATE PRODUCTS - COMP/OP AGG OTHER AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ci ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY PerPerson) BODILY INJURY Per accident $ AUTOS ONLY AIJTNOS ONLY PerOacc dent AMAGE $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE S EXCESS LIAB CLAIMS -MADE DED RETENTION$ A WORKERS COMPENSATIONx AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTNE YIN OFFICER/MEMBER EXCLUDED? 7 (Mandatory in NH)1,000,000 DE.S.If describe under DESCRIPTION OF OPERATIONS below NIA LDM4046213 I 06/01/2017 06/01/2018 PER OTH- TAT EI EE E.L. EACH ACCIDENT 1,000000 E.L DISEASE - EA EMPLOYE E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Waiver of subrogation is included City of Santa Ana, a Charter city and Municipal Corporation 20 Civic Center Plaza (M-30) PO Box 1988 Santa Ana, CA 92702-1988 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 REPRESENTATIVE AL:UKU 'L5 ("LU'I tilUJ) © 9988-2015 ACORD CORPORATION The ACORD name and logo are registered marks of ACORD All rights reserve ', WORKERS COMPENSATION AND EMPLOYERS LIAE31LI Y INSURANCE POLICY WC 04 03 06 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT --CALIFORNIA We have the right to recover our payments from anyone liable for an injury revered by this poiicy. We will not enforce our right against the person or organization named in the Schedule. (Phis agreement applies only to the extent that you perforin work under a written contract that requires you to obtain this agreement from us.) You gust maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 0 % of the California workers' compensation premium otherwise dote on such remuneration. SCHEDULE Person or Organization Jab Description Where a waiver of our right to recover from others is recf+.�ired by written contract, such additional entities shall be considered aultomaticaily scheduled by the Company. Ind?vidually scheduled waivers shall -not be construed to override nor negate this blanket waiver. This endorsement changes the policy to which it is attached and is effective oti the date issued unless otherwise stated. (Che information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 06/01/2017 Policy No. LDM11046213 Insured GOODWILL 1NDUSTRIES OF 0?RY1,:,1CL CQU'NTY Insurance Company Safety National Casualty Corporation Countersigned By WC 04 03 06 (04 04) Endorsement No. Premium $ included r 0 4558 by the Workers' Compensation insurance Rating Bureau of Cali mia. Ail rights reserved. Page 1 of 1 di,