HomeMy WebLinkAbout25H - AGMT - CONSULT SVC FOR CIPREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
SEPTEMBER 19, 2017
TITLE:
AGREEMENT WITH MGT OF AMERICA,
INC., FOR CONSULTANT SERVICES
RELATED TO THE INDIRECT COST RATE
PROPOSAL
{STRATEGIC PLAN NO. 6, 1G}
CWf MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 151 Reading
❑ Ordinance on 2ntl Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute an agreement with MGT of
America, Inc., for the term beginning September 19, 2017, and expiring on September 18, 2018,
with provision for a one-year extension exercisable by the City Manager and the City Attorney, to
complete preparation of Indirect Cost Rate Proposal as described in Agreement No. A-2016-199,
for a total amount not to exceed the original $45,125, subject to nonsubstantive changes
approved by the City Manager and City Attorney.
Most of the grants awarded to the Public Works Agency from Caltrans and the Orange County
Transportation Authority (OCTA) Comprehensive Transportation Funding Program for the City's
Capital Improvement Program (CIP) projects are distributed on a reimbursement basis. To
receive the grant funds, Public Works staff must submit detailed reimbursement documentation,
as required by the respective funding agencies. However, because the reimbursement requests
include both direct and indirect City employee labor costs, an approved Cost Allocation Plan is
required that calculates the appropriate Indirect Cost Rate percentage that can be used. Since
OCTA requested a third -party review of the annual Indirect Cost Rate Proposal (ICRP)
calculations, a consultant was needed to prepare the calculations, identify an appropriate
approving agency, and establish a process for obtaining the approvals.
On September 16, 2013, at the conclusion of a Request for Proposals (RFP) process, Council
approval a three-year consultant agreement with MGT of America, Inc., to provide cost
reimbursement services for the Finance & Management Services Agency. Because of pressing
deadlines for capital project cost reimbursements, the Public Works Agency requested Council
approval to enter into an agreement with MGT for cost reimbursement services related to the
CIP. On August 2, 2016, Council approved a one-year agreement with MGT (Exhibit 1) to
provide the following services for the Public Works Agency:
25H-1
Agreement with MGT of America, Inc., for Indirect Cost Rate Proposal
September 19, 2017
Page 2
FY 2013/2014 ICRP & Cost Allocation Plan — Review and Reconciliation $19,125
FY 2014/2015 ICRP & Cost Allocation Plan — Development $13,500
FY 2015/2016 ICRP & Cost Allocation Plan — Development $12,500
TOTAL: $45,125
MGT has completed the data collection, budget and staffing reviews that will be the basis for the
deliverables of this scope of work. There were delays in identifying an acceptable third -party
organization. Having received OCTA's consent to accept Caltrans approval of the ICRP, MGT
reached agreement with Caltrans and is now working with the Sacramento, California, office to
complete the ICRP validation. Before the work could be completed, however, the agreement with
MGT expired on August 1, 2017.
Because the agreement has expired, staff is requesting Council approval to enter into a new
agreement with MGT, to allow the consultant complete the work that was originally agreed upon
in Agreement No. A-2016-199. Because this is the first time that Caltrans has validated an ICRP
for the City, it is difficult to predict a completion schedule. Therefore, the agreement includes the
option for a one-year renewal.
STRATEGIC PLAN ALIGNMENT
Approval of this item supports the City's effor
Infrastructure, Objective #1 (establish and mair
assets), Strategy G (develop and implement
coordination with the Community Investment and
ENVIRONMENTAL IMPACT
s to meet Goal #6 - Community Facilities &
Iain a Community Investment Plan for all City
the City's Capital Improvement Program in
Deferred Maintenance Plans).
There is no environmental impact associated with this action.
FISCAL IMPACT
The encumbrance balance of $25,068.92 from Agreement A-2016-199 is available in the
Administrative Services Account (No. 10117601-62320) for expenditure in FY 2017-18.
Fred Mousavipour
Executive Director
Public Works Agency
APPROVED AS TO FUNDS AND ACCOUNTS:
Executive Director
Finance & Management Services Agency
FM/MLM
Exhibits: 1. Agreement with MGT of America, Inc. (August 2, 2016; A-2016-199)
2. Agreement with MGT of America, Inc. (September 19, 2017)
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INSURANCE ON FILE
WORKMAY PROCEED
UNTIL INSOfIA cE EXPIRES
CLEFCOUNM
DAT : [o—I3 oral
lr�4-
S
AGREEMENT FOR STATE MANDATED
COST REIMBURSEMENT SERVICES
A-2016-199
This Agreement is effective as of the 2"d day of August, 2016 by the City of Santa Ana, a municipal
corporation and charter City duly organized and existing under the constitution and laws of the State
of California ("City") and MGT of America, Inc. ("Consultant"), a California Corporation.
RECITALS
A. The City desires to retain a Consultant having special skill and knowledge in the field of
preparing applicable State Mandate Reimbursement claims in order to maximize revenue to
City.
B. The City issued a Request for Proposals for said services on July I8, 2013 (RFP 13-035) and
based upon the proposals received, the City awarded Consultant contract #A-2013.154
which is still active.
C. Insofar as the work sought herein is for the Public Works Agency specifically, a new
separate agreement with Consultant in furtherance of capturing Public Works Agency funds
is sought.
D. Consultant represents that Consultant is an independent contractor that has the knowledge
and experience to prepare and submit such State Mandate Reimbursement claims on behalf
of City.
E. 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. SCOPEOFSERVICES
Consultant shall perform those services and provide those products as set forth in Exhibit A to
this Agreement as needed for reconciliation of the FY 2013/2014 Cost Allocation Plan and
preparation of Cost Allocation Plans for FY 2014/2015 and FY 2015116, in accordance with 2 CFR
Part 225 (formerly OMB A-87
2. TERM
This Agreement shall commence on the date first written above and be effective for a one
(1) year period.
Exhibit 1
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3. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its set -vices,
identified in Exhibit A, in accordance with the fixed fee schedule:
Task
Fixed Fee
2013/2014 Cost Allocation Plan Reconciliation
$19,125
2014/2015 ICRP and Cost Allocation Plan
$13,500
2015/2016 ICRP and Cost Allocation Plan
$12,500
b. City shall be billed upon completion of each Task and payment by City shall be made
within thirty (30) days following receipt of proper invoice evidencing work performed, subject to
City accounting procedures. Payment need not be made for work which fails to meet the standards
of performance set forth in the Recitals which may reasonably be expected by City.
4. INSURANCE
Consultant shall obtain and maintain for the entire term of this Agreement comprehensive
general liability insurance, with companies acceptable to the City, authorized to issue such
insurance in the State of California. Said insurance shall consist of the following:
a. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of
the Labor Code, Consultant, if Consultant has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to commencing the
performance of the work under this Agreement, Consultant agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
b. Professional Responsibility (Errors and Omissions) insurance with a combined single
limit of not less than $1,000,000.00 per claim.
c. The following requirements apply to the insurance to be provided by Consultant pursuant
to this section:
(i) Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of this
Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be canceled or reduced
in coverage or changed in any other material aspect without thirty (30) days prior
written notice to the City.
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5. LIABILITY
Consultant shall be responsible for performing the work pursuant to this Agreement in a
professional manner and shall be responsible for the acts and omissions of its employees as related
to this Agreement. Liability of Consultant to City with regard to all work and services performed or
provided by Consultant for City under this Agreement shall be limited to the total fee actually paid
by City to Consultant. Under no circumstances shalt Consultant have any liability to City in excess
of the amount of such fees or compensation. City acknowledges and agrees that but for the above
limitation of liability, Consultant would not be able to provide the services for City under this
Agreement for the prices applicable to this Agreement, and that this limitation of liability is
reasonable.
6. WORK COMPLETION IN A TIMELY MANNER
City agrees to provide information needed to complete the claims two weeks prior to the
established due date or two weeks after the data has been requested by the Consultant, whichever is
first. If information has been received in a timely manner, Consultant agrees to complete and file
the claim(s) on or before the date established for submitting such claims to the State of California.
If data is not provided in a timely manner and Consultant is unable to complete the claims,
the claims shall be submitted late, when allowed by the State. City understands that late claims are
subject to a 10% or One Thousand Dollar ($1,000) per claim penalty (whichever amount is less) up
to one year after the original due date. City understands that the State does not allow claims to be
submitted more than one year alter the original due date.
Consultant shall not be responsible for late penalties or for the loss of claiming
opportunities. Consultant shall not be liable for any claims not filed due to incomplete, insufficient,
or late information. Consultant shall be responsible for late penalties or failure to file claims if
caused by mistake or negligence of its employees, officers and agents.
8. 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.
25H-5
9. ASSISTANCE IF AUDITED
In the event an audit is conducted by the State Controller's Office and upon notification by
City, Consultant shall assist City in defending its' claim(s).
10. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability: for personal injury,
damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
injury, including health, and claims for property damage, which may arise 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. 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.
11. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information
is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use
or disclose such information except in the performance of this Agreement, and further agrees to
exercise the same degree of care it uses to protect its own information of like importance, but in no
event less than reasonable care. "Confidential Information" shall include all nonpublic information.
Confidential information includes not only written information, but also information transferred
orally, visually, electronically, or by other means. Confidential information disclosed to either party
by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing
obligations of non-use and nondisclosure shall not apply to any information that (a) has been
disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a
publicly available source; (c) is in rightful possession of the Consultant without an obligation of
confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed
by the Consultant without reference to information disclosed by the City.
12. 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.
13. 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
25H-6
class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication
in the manner provided in this Section, to the following persons:
To City: Cleric of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
telefacsimile (714) 647-6956
With courtesy copies to:
Executive Director of Public Works
City of Santa Ana
20 Civic Center Plaza (N[ 6)
P.O. Box 1988
Santa Ana, California 92702
Facsimile (714) 647-5635
and
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6515
To Consultant: MGT of America
California Office:
MGT of America, hie,
J. Bradley Burgess, Vice President
2001 P Street, Suite 200
Sacramento, CA 95811
Phone: 916-595-2646
bburgessC@mgtamer.eom
Corporate Headquarters:
MGT of America, Inc.
2123 Centre Pointe Blvd.
Tallahassee, Florida 32308
Phone: 850-386-3191
Fax: 850-385-4501
www.mgtofaine.rica.com
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
25H-7
deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed
as set forth above. If sent by telefacsimile, conununication 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.
14. 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, that terns and conditions hereof, shall not bind or obligate Consultant nor the City.
Each party to this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
party, which are not embodied herein
15. 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.
16. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination.
a. 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 trade for work which fails to meet the standard of performance
specified in the Recitals of this Agreement.
17. 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, tennination or other
25H-8
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.
18. 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.
19. PROFESSIONAL LICENSES
Consultant shall, throughout the tern of this Agreement, maaitain 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 her inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terns 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.
[Signatures on following Page]
25H-9
IN WITNESS WHEREOT, the parties have executed this Agreement the date and year
first above written.
ATTEST:
�� 4+,A e�,
SIA D: HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
BOfAJoovalChistant City Attorney
R END OR PROVAL:
red ousavipo r
Executive Director
Public Works Agency
CITY OF SANTA ANA
DAVID CAVAZOS
City Manager
MGT of America
C14
wrJTi
8
25H-10
TaxID# 59-1576733
EXHIBIT A
25H-11
Proposed Scope & Fees
CSA Finance & Management Agency MGT
OF AMERICA, INC.
MGT of America, LLC— 2251 Harvard Street, Suite 134, Sacramento CA 95815
Brad Burgess, Exec. Vice President, MGT Financial Services - bbureess[Aimetamer.cont ph. 916-595-2646
Description of Scope/Services to be Performed by the Consultant
A. Prepare and submit cost claims for FY 2015.2016 in accordance with the annual claiming instructions and
deadlines provided bythe State (February 17, 2017).
B. Prepare and submit cost claims for FY 2016-2017 In in accordance with the annual claiming instructions and
deadlines provided bythe State (February15, 2018).
C. Facilitate department interviews to document and understand howthe City complies with each eligible mandate
reimbursement program.
D. Prepare and submit other new or first-time cost claims pursuant to the State Controller's Office (SCO) claiming
instructions which are Issued In accordance with parameters and guidelines received from the Commission on
State Mandates and mailed to local agencies during the fiscal year.
E. Prepare all eligible City claims that exceed the State minimum of$1,000.00. Review the claims for completeness,
propriety and eligibility of costs.
F. Prepare all necessary department -wide ICRPs in accordance with CFR Part 200 (formerly A-87)
G. Perform internal quality assurance reviews of all claims and ICRPs.
H. Discuss any edits with appropriate City member, provide completed claims to City far review and signature by no
later than three weeks prior to State claiming deadlines.
I. File/deliver the executed claims with the SCO priorto claiming deadline(s).
J. Provide assistance to the City inrespondingtoInquiries about and/or defending the claims filed by the City that
are audited or desk reviewed by the Office of the State Controller
K. Monitor the general payment status of all claims submitted and still due on behalf of the City/County pursuant
to SB 90 claims due from the State.
L. Assist the City with any claims filed by MGT of America that are audited by the SCO.
M. Provide on-going support and status updates related to the anticipated changes in the claiming process arena of
state government.
See original MGT Proposal for Services for the 2012-13, 2013-14, 2014-2015 Fiscal Years which Is an Integral part of this
scope portion of Exhibit "A".
1IPage
Exhibit 2
25H-12
June 21, 2016
MGT
OF AMERICA, INC.
City of Santa Ana - SB 90 Claims
Proposed Professional Fees
Claims Covered
Proposed Fee
Payment Terms
2015-2016
Annual Claims &
Fixed Fee equal to
New Claims issued
$11,400.00
Billed Quarterly.
during City's 2016-
2017 Fiscal Year
2016-2017
Annual Claims &
Fixed Fee equal to
New Claims issued
$11,400.00
Billed Quarterly.
during City's 2017-
2018 Fiscal Year
This fee is all inclusive (no expenses will be charged to the City). There are no caps on number of claims, audit support, or
on-site meetings/visits. Each new fiscal year outlined in this Exhibit is at the sole discretion of the City. MGT will only
proceed with renewal year/period upon written approval from the City.
2 1 P a g e
25H-13
July 19, 2016
Mor saaram¢-4f
2251 H- Vardslreel-
S9Z,t& 134
Satr",ewfc, GA 9ssii5
ry. 416.595.2646
w5vw:�xi.ca<eo�^.v
July 11, 2016
MGT
OF AMERICA, INC.
Ms. Margaret Mercer
Administrative Services Manager
Public Works Agency — Admin. Svcs.
City of Santa Ana
(714)647-5050
Subject: PW Hourly Rate Calculation Services
Dear Ms. Mercer.
We appreciate the opportunity to provide you with our proposal to develop hourly billing rates
for Public Works staff members. Below is a summary of our proposal:
Project Description: Annually, prepare hourly billing rates for reimbursement for
selected PW staff members (requires two steps: 1 - prepare an allocation of PW
administrative costs from 601 to 611/612 and then analyze the indirect vs. direct hours of
611/612 staff members) and 2 - calculate billable hour rates for staff in 611 and 612.
Part A: 2013!2014 Year: Project Budget - $11,000
1) Calculate an actual 13/14 Indirect Cost Rate for 611/612: $6,000
2) Calculate actual 13/14 billing rates for staff in 611/612: $5,000
Part B: 201412015 Year - Project Budget: $13,500
1) Meet/Train city PW staff on the methods of time keeping, billing and
assumptions used in the development of the indirect rate and billing rates:
($1,000)
2) Calculate actual 14/15 Indirect Cost Rate for 611/612: $6,000
Also, meet with OCTA and discuss the project going forward
3) Calculate actual 14/15 billing rates for staff in 611/612; $5,000 plus actual
travel expenses; Est $1,500
25H-14
MGT
OF AMERICA. INC.
Part C: Project Budget: 2016/2016 Year - $12,600
1) Calculate actual 15/16 Indirect Cost Rate for 611/612: $6,000
check in with staff to make sure data assumptions are correct
2) Calculate actual 15/16 billing rates for staff in 611/612: $5,000 plus actual
travel expenses: Est $1,500
Please all me at 916.595.2646 if you have any questions. We look forward to working with you
and your staff on this project
Sincerely,
1 Bradley Burgess
J. Bradley Burgess
Executive Vice President
MGT of America, LLC
bbureess cDrngMmer.com
25H-15
CERTIFICATE OF LIABILITY INSURANCE
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(ins) 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
PRODUCER
Earl Bacon Agency, Inc.
3.0. Box 12039
Tallahassee FL 32317
INSURED
MGT of America, LLC
MGT of America Consulting, LLC
3800 Esplanade Way, Ste 210
Tallahassee FL 32311
MGTOF-1
COVERAGES CERTIFICATE NUMBER: 1424826367 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.
/NSR
LTR
TYPE OF INSURANCE
b
O
POLICY NUMBER
POLICY EFF
IMMDDIYYYY)
POL!CYEXP
(MMMDNYYYI
LIMITS
A
GENERAL LIABILrrY
Y
Y
5095130327
7/1/2016
7/112017
EACH OCCURRENCE $1,000,000
X COMMERCWL GENERAL LIABILITYE
SE O U e $300,1100
MED EXP A one mauni $5,000
CLAIMS -MADE F1 OCCUR
PERSONAL B ADV INJURY $1,000,000
GENERALAGGREGATE $2,000,000
GEN'LAGGREGATE
LIMIT APPLIES PER:
PRODUCTS - COMPIOPAGG 52.000,000
X POLICY
PRO. LOC
$
A
AUTOMOBILELIABILITY
Y
Y
2093563501
7/112016
7/1/2017
'Fe acdtle r S1,D00,000
BODILY INJURY (Par person) $
ANY AUTO
ALL OWNED SCHEDULED
AUTOS AUTOS
BODILY INJURY Pecdd
erorn $
( X
X NON -OWNED
HIRED AUTOS AUTOS
PROPERTY DAMAGE
Pe aiders/ $
IS
A -XV Rafing
I
B
UMBRELLA LIABOCCUR
2093563496
7/1/2016
7/1/2017
EACH OCCURRENCE S
AGGREGATE S
EXCESS LIAB
CLAIMS -MADE
DEO I I RETENTION
$
0
D
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY YIN
y
3011086712-AII Other
3011085788 CA
7/1/2016
7/112016
7/9/2017
71112017
X I TWO 5TATU- OTN-
CRY LIM
E.L. EACH ACCI DEM $500,000
ANY PROPRIETORIPARTNERJEXECUTIVE❑
CFFICERMIEMBER EXCLUDED?
NfA
E.L. DISEASE - EA EMPLOYEE $500,000
(Ma,Watory in NHl
Iryea, tleecdbe under
DE SCRIPTION OF OPERATIONS Cab.
E.L. DISEASE -POLICY LIMIT $500,000
E
Professional Liability(E80)
Clalms-Made Form
7/5/95 Retro Oate/A-XIV
N
N
105638880
7/1/2016
7/1/2017
Each Claim 2,500,000
Aggregate 3,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (AUaeh ACORD 101, AddlUonel Remarks Schedule, If more space to required)
Umbrella: A -XV Rating. All Other Workers' Comp & CA Workers' Comp: A -XV Rating.
CA - Workers' Camp Employers Liability Limits:
$1,000,000 Each Accident
$1,000,000 Disease Policy Limit
$1,000,000 Disease Each Employee e
tie -vein �`1�r pLE Eula p ► 8
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. 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.
reserved,
ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD
25H-16
CNA
Blanket Additional Insured - Owners, Lessees or
Contractors - with Products -Completed
Operations Coverage Endorsement
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
It is understood and agreed as follows:
I. The WHO IS AN INSURED section Is amended to add as an Insured any person or organization whom the
Named Insured is required by written contract to add as an additional insured on this coverage part, Including
any such person or organization, if any, specifically set forth on the Schedule attachment to this endorsement.
However, such person or organization Is an Insured only with respect to such person or organization's liability
for:
A, unless paragraph B. below applies,
1. bodily injury, property damage, or personal and advertising Injury caused in whole or in part by the
acts or omissions by or on behalf of the Named Insured and in the performance of such Named
Insured's ongoing operations as specified in such written contract; or
2. bodily Injury or property damage caused in whole or in part by your work and included In the
products completed operations hazard, and only if
a. the written contract requires the Named Insured to provide the additional Insured such coverage;
and
b. this coverage partprovides such coverage.
B. bodily injury, property damage, or personal and advertising Injury arising out of your work described in
such written contract, but only if:
1, this coverage part provides coverage for bodily Injury or property damage Included within the
products completed operations hazard; and
2. the written contract specifically requires the Named Insured to provide additional insured coverage
under the 11-85 or 10-01 edition of CG2010 or the 10-01 edition of CG2037.
ll. Subject always to the terms and conditions of this policy, Including the limits of insurance, the Insurer will not
provide such additional Insured with:
A. coverage broader than required by the written contract; or
B. a higher limit of insurance than required by the written contract.
III. The insurance granted by this endorsement to the additional Insured does not apply to bodily Injury, property
damage, or personal and advertising injury arising out of:
A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services,
Including:
1, the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports,
surveys, field orders, change orders or drawings and specifications; and
2. supervisory, Inspection, architectural or engineering activities; or
B. any premises or work for Which the additional insured Is specifically listed as an additional insured on another
endorsement attached to this coverage part.
IV. Notwithstanding anything to the contrary in the section entitled COMMERCIAL GENERAL LIABILITY
CONDITIONS, the Condition entitled Other Insurance, this insurance is excess of all other insurance available
to the additional insured whether on a primary, excess, contingent or any other basis. However, if this Insurance
CNA76079XX (1-15) Policy No: 5095130327
Page 1 of 2 Endorsement No;
Effective Date: 07/01/2016
Insured Name: MGT of America Consulting, .LLC.
Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.
25f� b�'u.xcElE9c�
Blanket Additional Insured - Owners, Lessees or
Contractors - with Products -Completed
Operations Coverage Endorsement
Is required by written contract to be primary and non-contributory, this insurance will be primary and non-
contributory relative solely to insurance on which the additional Insured is a named insured.
V. Solety with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL
LIABILITY CONDITIONS Is amended as follows:
The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the
addition of the following:
Any additional insured pursuant to this endorsement will as soon as practicable:
1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim;
2. except as provided in Paragraph IV, of this endorsement, agree to make available any other insurance
the additional insured has for any loss covered under this coverage part;
3. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the
Investigation, defense, or settlement of the claim; and
4. tender the defense and indemnity of any claim to any other Insurer or self insurer whose policy or
program applies to a loss that the Insurer covers under this coverage part. However, if the written
contract requires this Insurance to be primary and non-contributory, this paragraph (4) does not apply to
insurance on which the additional insured is a named insured,
The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer
receives written notice of a claim from the additional insured.
VI. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS Is amended
to add the following definition:
Written contract means a written contract or written agreement that requires the Named Insured to make a
person or organization an additional insured on this coverage part, provided the contract or agreement:
A. Is currently In effect or becomes effective during the term of this policy; and
B. was executed prior to:
1. the bodily Injury or property damage; or
2. the offense that caused the personal and advertising injury
for which the additional insured seeks coverage.
Any coverage granted by this endorsement shall apply solely to the extent permissible by law.
All other terms and conditions of the Policy remain unchanged.
This endorsement, which forms a part of and is for attachment to the Policy Issued by the designated Insurers, takes
effect on the effective date of said Policy at the hour stated In said Policy, unless another effective date is shown
below, and expires concurrently with said Policy.
CNA75079.XX (1-15) Policy No:
Page 2 of 2 Endorsement No:
Effective_ Dale:
Insured Name:
Copyright CPIA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Its pormisslon.
4e-Gti,tt �� 3 ;z t)
qx�
General Liability Extension Endorsement
It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE
PART as follows. If any other endorsement attached to this policy amends any provision also amended by this
endorsement, then that other endorsement controls with respect to such provision, and the changes made by this
endorsement with respect to such provision do not apply.
TABLE OF CONTENTS
1. Additional Insureds
2. Additional Insured - Primary And Non -Contributory To Additional Insured's Insurance
3. Bodily Injury— Expanded Definition
4. Broad Knowledge of Occurrencel Notice of Occurrence
5. Broad Named Insured
6, Estates, Legal Representatives and Spouses
7- Expected Or Intended Injury — Exception for Reasonable Force
S. In Rem Actions
9. Incidental Health Care Malpractice Coverage
10. Joint VentureslPartnershiplLimited Liability Companies
11. Legal Liability—Damage To Premises
12. Medical Payments ^�
13. Non -owned Aircraft Coverage
14, Non -owned Watercraft
15. Personal And Advertising Injury— Discrimination or Humiliation
16. Personal And Advertising Injury- Contractual Liability
17. Property Damage - Elevators
18. Supplementary Payments
19. Unintentional Failure To Disclose Hazards
20. Waiver of Subrogation — Blanket
CNA74879XX (1-15) Policy No: 5095130327
Page 1 of 13 Endorsement No:
Effective Date: 07/01/2016
Insured Name: MGT of America Consulting, LLC
copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., vdth Its permission.
25H-19 b,�, A 0A...itc,46- F6_v Ott+ ((ea q�11
CNA
General Liability Extension Endorsement
1. ADDITIONAL INSUREDS
a. WHO IS AN INSURED is amended to Include as an Insured any person or organization described in
paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this
Coverage Part under a written contract or written agreement, provided such contract or agreement:
(1) is currently in effect or becomes effective during the term of this Coverage Part; and
(2) was executed prior to:
(a) the bodily Injury or property damage; or
(b) the offense that caused the personal and advertising Injury,
for which such additional Insured seeks coverage.
b. However, subject always to the terms and conditions of this policy, Including the limits of insurance, the
Insurer will not provide such additional Insured with:
(1) a higher limit of Insurance than required by such contract or agreement; or
(2) coverage broader than required by such contract or agreement, and In no event broader than that
described by the applicable paragraph A. through K. below.
Any coverage granted by this endorsement shall apply only to the extent permissible by law,
A. Controlling Interest
Any person or organization with a controlling interest in a Named Insured, but only with respect to such
person or organization's liability for bodily injury, property damage or personal and advertising Injury
arising out of'.
1. such person or organization's financial control of a Named Insured; or
2. premises such person or organization owns, maintains or controls while a Named Insured leases or
occupies such premises;
provided that the coverage granted by this paragraph does not apply to structural alterations, new
construction or demolition operations performed by, on behalf of, or for such additional Insured.
B. Co-owner of Insured Premises
A co-owner of a premises cc -owned by a Named Insured and covered under this Insurance but only with
respect to such co -owner's liability for bodily Injury, property damage or personal and advertising injury
as co-owner of such premises.
C. Grantor of Franchise
Any person or organization that has granted a franchise to a Named Insured, but only with respect to such
person or organization's liability for bodily injury, property damage or personal and advertising Injury as
grantor of afranchise to the Named Insured.
D. Lessorof Equipment
Any person or organization from whom a Named Insured leases equipment, but only with respect to liability
for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the
Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving
rise to such bodily Injury, property damage or the offense giving rise to such personal and advertising
Injury takes place prior to the termination of such lease.
E. Lessor of Land
person or organization from whom a Named Insured leases land but only with respect to liability for
(1-15)
Page 2 of 13
dorsement No;
Effective Date:
Insured Name:
Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permisslen.
CHS
General Liability Extension Endorsement
maintenance or use of such land, provided that the occurrence giving rise to such bodily injury or property
damage, or the offense giving rise to such personal and advertising Injury, takes place prior to the
termination of such lease. The coverage granted by this paragraph does not apply to structural alterations,
new construction or demolition operations performed by, on behalf of, or for such additional Insured.
F. Lessor of Premises
An owner or lessor of premises leased to the Named insured, or such owner or lessor's real estate
manager, but only with respect to liability for bodily injury, property damage or personal and advertising
Injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named
Insured, and provided that the occurrence giving rise to such bodily Injury, property damage or the
offense giving rise to such personal and advertising injury takes place prior to the termination of such
lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or
demolition operations performed by, on behalf of, or for such additional Insured.
G. Mortgagee, Assignee or Receiver
A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or
receiver's liability for bodily Injury, property damage or personal and advertising injury arising out of the
Named Insured's ownership, maintenance, or use of a premises by a Named Insured.
The coverage granted by this paragraph does not apply to structural alterations, new construction or
demolition operations performed by, on behalf of, or for such additional Insured.
H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits
A state or governmental agency or subdivision or political subdivision that has issued a permit or
authorization, but only with respect to such state or governmental agency or subdivision or political
subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of:
1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to
which this insurance applies:
a, the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings,
canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings,
sidewalk vaults, street banners, or decorations and similar exposures; or
b, the construction, erection, or removal of elevators; or
c, the ownership, maintenance or use of any elevators covered by this insurance; or
2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's
behalf.
The coverage granted by this paragraph does not apply to:
a. Bodily injury, property damage or personal and advertising injury arising out of operations
performed for the state or governmental agency or subdivision or political subdivision; or
b. Bodily injury or property damage included within the products -completed operations hazard.
With respect to this provision's requirement that additional insured status must be requested under a written
contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the
Named Insured to add the governmental entity as an additional insured.
I. Trade Show Event Lessor
1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or
displayer, any person or organization whom the Named. Insured is required to Include as an additional
insured, but only with respect to such person" or organization's liability for bodily injury, property
damage or personal and advertising injury caused by:
(1-15)
3 of 13
dorsement No:.
Effective Date:
Insured Name:
Copyright CNA All Rights Reserved. Includes copyrighted mmatedal of Insurance. Servi�cesOffice, Inc., with its permission. r
,,2Zd &2 _ "!�k Ere uLtE— 7vq (PE, (y ot21)
SHA
General Liability Extension Endorsement
a. the Named Insured's acts or omissions; or
b. the acts or omisslons of those acting on the Named Insured's behalf,
In the performance of the Named Insured's ongoing operations at the trade show event premises during
the trade show event.
2. The coverage granted by this paragraph does not apply to bodily Injury or property damage included
within the products -completed operations hazard.
J. Vendor
Any person or organization but only with respect to such person or organization's liability for bodily Injury or
property damage arising out of your products which are distributed or sold In the regular course of such
person or organization's business, provided that:
1. The coverage granted by this paragraph does not apply to:
a. bodily Injury or property damage for which such person or organization is obligated to pay
damages by reason of the assumption of liability in a contract or agreement unless such liability
exists in the absence of the contract or agreement;
b. any express warranty unauthorized by the Named Insured;
c, any physical or chemical change in any product made Intentionally by such person or organization;
d, repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or
the substitution of parts under instructions from the manufacturer, and then repackaged in the
original container;
e. any failure to make any inspections, adjustments, tests or servicing that such person or organization
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;
f. demonstration, installation, servicing or repair operations, except such operations performed at the
such person or organization's premises in connection with the sale of a product;
g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or
used as a container, part or ingredient of any other thing or substance by or for such person or
organization; or
h. bodily Injury or property damage arising out of the sole negligence of such person or organization
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 Subparagraphs d. or f.. above; or
(2) such inspections, adjustments, tests or servicing as such person or organization has agreed with
the Named Insured to make or normally undertakes to make In the usual course of business, in
connection with the distribution or sale of the products.
2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured
has acquired such products, nor to any ingredient, part or container, entering Into, accompanying or
containing such products.
3. This Paragraph J. also does not apply:
a. to any vendor specifically scheduled as an additional Insured by endorsement to this Coverage Part;
b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor
c. if bodily injury or property damage included within the products -completed operations. hazard
is excluded by endorsement to this. Coverage Part.
GNA74879XX (1-15)
Page 4 of 13
Policy No:
Endorsement No:
Effective Date:
Insured Name:
Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Of m, Inc„ Win ffs pennission.
CNA
General Liability Extension Endorsement
K. Other Person Or Organization
Any person or organization who Is not an additional insured under Paragraphs A. through J. above. Such
additional insured is an Insured solely for bodily injury, property damage or personal and advertising
Injuryfor which such additional insured Is liable because of the Named Insured's acts or omissions.
The coverage granted by this paragraph does not apply to any person or organization:
1. for bodily injury, property damage, or personal and advertising Injury arising out of the rendering or
failure to render any professional service;
2. for bodily Injury or property damage included within the products -completed operations hazard; nor
3, who is specifically scheduled as an additional insured on another endorsement to this Coverage Part.
2. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE
A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is
amended to add the following paragraph:
If the Named Insured has agreed in writing in a contract or agreement that this Insurance is primary and
non-contributory relative to an additional Insured's own Insurance, then this Insurance Is primary, and the
Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the
additional Insured's own Insurance means insurance on which the additional Insured Is a named insured.
B. With respect to persons or organizations that qualify as additional Insureds pursuant to paragraph I.K. of this
endorsement, the following sentence is added to the paragraph above:
Otherwise, and notwithstanding anything to the contrary elsewhere In this Condition, the insurance provided
to such person or organization is excess of any other insurance available to such person or organization.
3. BODILY INJURY— EXPANDED DEFINITION
Under DEFINITIONS the definition of bodily injury is deleted and replaced by the following:
Bodily Injury means physical injury, sickness or disease sustained by a person, including death, humiliation,
shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of
the physical injury, sickness or disease.
4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE
Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit is
amended to add the fallowing:
A. BROAD KNOWLEDGE OF OCCURRENCE
The Named Insured must give the Insurer or the Insurer's authorized representative notice of an
occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person
Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an
employee designated by any of the above to give such notice.
B. NOTICE OF OCCURRENCE
The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to
give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named
insured's reasonable belief that the bodily Injury or property damage is not covered under this Coverage
Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the
Insurer as soon as the Named Insured is aware that this Insurance may apply to such occurrence, offense
or claim.
S. BROAD NAMED INSURED
WHO IS AN INSURED is amended to delete its Paragraph 3. In Its entirety and replace it with the following
CNA74879XX (1-15) Policy No:
Page 5 of 13 Endorsement No;
Effective Date:
Insured Name:
Copyright CNA All Rights Reserved. Includes copyrighted material or Insurance Services Office. Inc., with Its permission.
� X33 9 il RWODt.nr
"��
General Liability Extension Endorsement
3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has
management control:
a. on the effective date of this Coverage Part; or
b. by reason of a Named Insured creating or acquiring the organization during the policy period,
qualifies as a Named Insured, provided that there is no other similar liability Insurance, whether primary,
contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would
have provided coverage but for the exhaustion of Its limit, and without regard to whether its coverage Is
broader or narrower than that provided by this insurance.
But this BROAD NAMED INSURED provision does not apply to:
(a) any partnership, limited liability company or joint venture; or
(b) any organization for which coverage is excluded by another endorsement attached to this Coverage
Part.
For the purpose of this provision, management control means:
A. owning interests representing more than 50% of the voting, appointment or designation power for the
selection of a majority of the Board of Directors of a corporation; or
B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or
transfer or sell property held by a trust.
4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3, above, this
insurance does not apply to:
a. bodily Injury or property damage that first occurred prior to the date of management control, or that
first occurs after management control ceases; nor
b, personal or advertising Injury caused by an offense that first occurred prior to the date of
management control or that first occurs after management control ceases.
5, The insurance provided by this Coverage Part applies to Named Insureds when trading under their own
names or under such other trading names or doing -business -as names (dba) as any Named Insured should
choose to employ.
6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES
The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under
this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses
only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such
claim seeks damages from marital community property, jointly held property or property transferred from such
natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir,
legal representative, or spouse outside the scope of such person's capacity or status as such, provided however
that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or
partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the
conduct of the Named Insured's business.
7. EXPECTED OR INTENDED INJURY — EXCEPTION FOR REASONABLE FORCE
Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled
Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the
following:
This insurance does not apply to:
Expected or Intended Injury
CNA74879XX (1-15) Policy No:
Page 6 of 13 Endorsement No:
Effective Date:
Insured Name:
Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services office, Inc„ wlth Its pennisslon.
¢.
4 r�llnffr� (,�pf�fi �C �I o rail
C/1/A
General Liability Extension Endorsement
Bodily injury or property damage expected or Intended from the standpoint of the Insured. This exclusion
does not apply to bodily injury or property damage resulting from the use of reasonable force to protect
persons or property.
8. IN REM ACTIONS
A quasi In rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for
the Named Insured, will be treated In the same manner as though the action were In personam against the
Named Insured.
g. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE
Solely with respect to bodily Injury that arises out of a health care Incident:
A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring
Agreement is amended to replace Paragraphs 1.b.(1) and 1,b.(2) with the following:
b. This Insurance applies to bodily injury provided that the professional health care services are incidental
to the Named Insured's primary business purpose, and only If:
(1) such bodily injury is caused by an occurrence that takes place in the coverage territory.
(2) the bodily Injury first occurs during the policy period. All bodily injury arising from an
occurrence will be deemed to have occurred at the time of the first act, error, or omission that is
part of the occurrence; and
B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled
Exclusions is amended to:
I. add the following to the Employers Liability exclusion:
This exclusion applies only if the bodily injury arising from a health care incident Is covered by other
liability Insurance available to the Insured (or which would have been available but for exhaustion of Its
limits).
it. delete the exclusion entitled Contractual Liability and replace it with the following:
This insurance does not apply to:
Contractual Liability
the Insured's actual or alleged liability under any oral or written contract or agreement, including but not
limited to express warranties or guarantees.
iii, add the following additional exclusions.
This insurance does not apply to:
Discrimination
any actual or alleged discrimination, humiliation or harassment, Including but not limited to claims based
on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or
sexual orientation,
Dishonesty or Crime
Any actual or alleged dishonest, criminal or malicious act, error or omission.
MedicarelMedicaid Fraud
any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal,
state or local governmental program.
Services Excluded by Endorsement
CNA7487OXX (1-15) Policy No:
Page 7 of 13 Endorsement No:
Effective Date:
Insured Name:
Copyright CNA All Rights Reserved. Includes copyrighted material ar Insurence services office. Inc., with Its permission.
/\ �2—�54 MI-IAI LE At3goDI l- (1LS, rD �2t�
CNA
General Liability Extension Endorsement
Any health care Incident for which coverage is excluded by endorsement.
C. DEFINITIONS Is amended to:
1. add the following definitions:
Health care incident means an act, error or omisslon by the Named Insured's employees or
volunteer workers In the rendering of:
a. professional health care services on behalf of the Named Insured or
b. Good Samaritan services rendered in an emergency and for which no payment is demanded or
received.
Professional health care services means any health care services or the related furnishing of food,
beverages, medical supplies or appliances by the following providers in their capacity as such but solely
to the extent they are duly licensed as required:
a. Physician;
b. Nurse;
c. Nurse practitioner;
d. Emergency medical technician;
e. Paramedic;
f. Dentist;
g. Physical therapist;
h. Psychologist;
1. Speech therapist;
j. Other allied health professional; or
Professional health care services does not Include any services rendered in connection with human
clinical trials or product testing.
It. delete the definition of occurrence and replace It with the following:
Occurrence means a health care incident. All acts, errors or omissions that are logically connected by
any common fact, circumstance, situation, transaction, event, advice or decision will be considered to
constitute a single occurrence;
Ill. amend the definition of Insured to:
a. add the following:
• the Named Insured's employees are Insureds with respect to:
(1) bodily injury to a co -employee while in the course of the co -employee's employment by
the Named Insured or while performing duties related to the conduct of the Named
Insured's business; and
(2) bodily injury to a volunteer worker while performing duties related to the conduct of the
Named Insured's business;
when such bodily injury arises out of a health care incident.
• the Named Insured's volunteer workers are Insureds with respect to:
CNA7487OXX (1-15) Policy No:
Page 8 of 13 Endorsement No:
Effective Date:
Insured Name:
Copyright CNA All Rights Reserved. Includes copyrighted material offIInsurance -services Office, Inc., With Its permission. /`
/lf- ll'`�B *oT (.jW(� % 12th I"i rP4 It oc a)
CNA
General Liability Extension Endorsement
(1) bodily injury to a oo-volunteer worker while performing duties related to the conduct of the
Named Insured's business; and
(2) bodily injury to an employee while in the course of the employee's employment by the
Named Insured or while performing duties related to the conduct of the Named Insured's
business;
when such bodily injury arises out of a health care incident.
b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED.
c. add the following:
Insured does not include any physician while acting In his or her capacity as such.
D. The Other Insurance condition is amended to delete Paragraph b.(1) In its entirety and replace it with the
following:
Other Insurance
b. Excess Insurance
(1) To the extent this insurance applies, it is excess over any other Insurance, self insurance or risk
transfer Instrument, whether primary, excess, contingent or on any other basis, except for insurance
purchased specifically by the Named Insured to be excess of this coverage.
10. JOINT VENTURES I PARTNERSHIP 1 LIMITED LIABILITY COMPANIES
WHO IS AN INSURED is amended to delete Its last paragraph and replace it with the following:
No person or organization is an Insured with respect to the conduct of any current or past partnership, joint
venture or limited liability company that is not shown as a Named Insured in the Declarations, except that If the
Named Insured was a joint venturer, partner, or member of a limited liability company and such joint venture,
partnership or limited liability company terminated prior to or during the policy period, such Named Insured is
an Insured with respect to Its interest in such joint venture, partnership or limited liability company but only to the
extent that:
a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the
personal and advertising Injury arising out of such offense first occurred after such termination date;
b. the bodily injury or property damage first occurred after such termination date; and
c, there Is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture
or limited liability company.
11. LEGAL LIABILITY— DAMAGE TO PREMISES
A. Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled
Exclusions is amended to delete the first paragraph immediately following subparagraph (0) of the Damage
to Property exclusion and replace it with the following:
Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire) to
premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission
of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer
consecutive days. .A separate limit of insurance applies to Damage To Premises Rented To You as
described in LIMITS OF INSURANCE.
B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled
Exclusions is amended to delete its last paragraph and replace it with the following:
CNA74879XX (1-15) Policy No:
Page 9 of 13 Endorsement No:
Effective Date:
Insured Name:
Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., Mlh its permisslom
.nru
�� 9P k 1A awl &c17ba- (�� !Z aY at�
NA
General Liability Extension Endorsement
Exclusions c. through n. do not apply to damage by fire to premises while rented to a Named Insured or
temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of
premises rented to a Named Insured for a period of 7 or fewer consecutive days.
A separate limit of Insurance applies to this coverage as described In the LIMITS OF INSURANCE Section.
C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You
Limit) and replace it with the following:
6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You
Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage
to:
a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured
with the permission of the owner; and
b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer
consecutive days.
The Damage To Premises Rented To You Limit is $200,000. unless a higher Damage to Premises
Rented to You Limit Is shown in the Declarations.
D. The Other Insurance Condition Is amended to delete Paragraph b.(1)(a)(ii), and replace it with the
following:
(ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied
by the Named Insured with the permission of the owner; or for personal property of others In the Named
Insured's care, custody or control;
E. This Provision 11, does not apply K liability for damage to premises rented to a Named Insured Is excluded
by another endorsement attached to this Coverage Part.
12. MEDICAL PAYMENTS
A. LIMITS OF INSURANCE Is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with
the following:
7. Subject to Paragraph 5, above (the Each Occurrence Limit), the Medical Expense Limit is the most the
Insurer will pay under Coverage C - Medical Payments for all medical expenses because of bodily
injury sustained by any one person. The Medical Expense Limit Is the greater of:
(1) $15,000 unless a different amount is shown here: ; or
(2) the amount shown in the Declarations for Medical Expense Limit.
B. Under COVERAGES, Coverage C — Medical Payments, the Insuring Agreement is amended to replace
Paragraph 1.a.(3)(b) with the following:
(b) The expenses are Incurred and reported to the Insurer within three years of the date of the accident; and
13. NON -OWNED AIRCRAFT
Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled
Exclusions is amended as follows:
The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following:
This exclusion does not apply to an aircraft not owned by any Named Insured, provided that:
1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the
United States of America or Canada, designating that person as a commercial or airline transport pilot;
2, the aircraft is rented with a trained, paid crew to the Named Insured; and
Page 10 of 13
dorsement No:
Effective Date:
Insured Name:
Capypghl CNA All Rights Reserved. Includes
co�ppyrrIg�htteed material cl Insurance.Sewiceess]O�ffice, Inc„ with Its pennlssion,
��
CNA
General Liability Extension Endorsement
3. the aircraft is not being used to carry persons or property for a charge.
14. NON -OWNED WATERCRAFT
Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled
Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and
replace it with the following.
This exclusion does not apply to;
(2) a watercraft that is not owned by any Named Insured, provided the watercraft is:
(a) less than 75 feet long; and
(b) not being used to carry persons or property for a charge.
15. PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION
A. Under DEFINITIONS, the definition of personal and advertising injury Is amended to add the following tort:
• Discrimination or humiliation that results in injury to the feelings or reputation of a natural person.
B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled
Exclusions is amended to:
1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following:
This insurance does not apply to:
Knowing Violation of Rights of Another
Personal and advertising injury caused by or at the direction of the Insured with the knowledge that
the act would violate the rights of another and would inflict personal and advertising Injury. This
exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation
of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the
direction of:
(a) the Named Insured; or
(b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured Is
a limited liability company) of the Named Insured.
2. add the following exclusions:
This insurance does not apply to:
Employment Related Discrimination
discrimination or humiliation directly or indirectly related to the employment, prospective employment,
past employment or termination of employment of any person by any Insured.
Premises Related Discrimination
discrimination or humiliation arising out of the sale, rental, lease or sub -lease or prospective sale, rental,
lease or sub -lease of any room, dwelling or premises by or at the direction of any Insured.
Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity
because of discrimination.
The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR
HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely
from
• Provision 1. ADDITIONAL INSUREDS of this endorsement; or
CNA74879XX (1-15) Policy No:
Page 11 of 13 Endorsement No.
Effective Date:
Insured Name:
Copydghl CNA All Rights Roserved, Includes copyriigghtteed mmjjatedal of Insurance Sewlleeeess,{/�Offiice. Inc., with Its perm
`i
isssion. �/
/VQ "4 P Ii�LN rcL' (1 '17r/'% / �4 l ( XZ -)l
CNA
General Liability Extension Endorsement
• attachment of an additional Insured endorsement to this Coverage Part.
16. PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY
A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled
Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the
following:
This Insurance does not apply to:
Contractual Liability
Personal and advertising Injury for which the Insured has assumed liability in a contract or agreement.
This exclusion does not apply to liability for damages:
(1) that the Insured would have in the absence of the contract or agreement; or
(2) assumed in a contract or agreement that is an insured contract provided the offense that caused such
personal or advertising injury first occurred subsequent to the execution of such Insured contract.
Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and
necessary litigation expenses incurred by or for a party other than an Insured are deemed to be
damages because of personal and advertising Injury provided:
(a) liability to such parry for, or for the cost of, that party's defense has also been assumed in such
Insured contract; and
(b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative
dispute resolution proceeding In which covered damages are alleged,
B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the
definition of insured contract in its entirety, and replace it with the following:
Insured contract means that part of a written contract or written agreement pertaining to the Named
Insured's business under which the Named Insured assumes the tort liability of another party to pay for
personal or advertising Injury arising out of the offense of false arrest, detention or Imprisonment. Tort
liability means a liability that would be Imposed by law in the absence of any contract or agreement,
C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the
Section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B:
1. Paragraph 2.d. is replaced by the following:
d. The allegations in the suit and the information the Insurer knows about the offense alleged in such
suit are such that no conflict appears to exist between the interests of the Insured and the interests
of the Indemnitee;
2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) Is deleted and replaced by the following
So long as the above conditions are met, attorneys fees Incurred by the Insurer in the defense of that
indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses
incurred by the Indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the
provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement),
such payments will not be deemed to be damages for personal and advertising injury and will not
reduce the limits of insurance.
D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not
apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement
attached to this Coverage Part.
GNA7487OXX (1-15) Policy No:
Page 12 of 13 Endorsement No:
Effective Date:
Insured Name:
Copyright CNA All Rights Reserved. Includes, copyrighted material of Insurance Services office, Inc., with Its permission.
&wvx2GIH Zy GA &ZtAf t fZ- 46,,-o&+ rt% t 5 Jfi)
CNA
General Liability Extension Endorsement
17. PROPERTY DAMAGE —ELEVATORS
A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled
Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and
(6) of the Damage to Property Exclusion do not apply to property damage that results from the use of
elevators.
B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision,
the Other Insurance conditions is amended to add the following paragraph:
This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any
other basis that Is Property insurance covering property of others damaged from the use of elevators.
18. SUPPLEMENTARY PAYMENTS
The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows:
A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of ball bonds and replace it with a
$5,000. limit; and
B. Paragraph i.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a
$1,000. limit.
19. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS
If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named
Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure.
20. WAIVER OF SUBROGATION - BLANKET
Under CONDITIONS, the Transfer Of Rights Of Recovery Against Others To Us Condition is amended to add
the following:
The Insurer waives any right of recovery the Insurer may have against any person or organization because of
payments the Insurer makes for Injury or damage arising out of:
1. the Named Insured's ongoing operations; or
2, your work Included In the products -completed operations hazard.
However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of
recoveryin a written contractor written agreement, and only if such contract or agreement:
1. is in effect or becomes effective during the term of this Coverage Part; and
2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise
to the claim.
All other terms and conditions of the Policy remain unchanged.
This endorsement, which forms a part of and is for attachment to the Policy Issued by the designated Insurers,
takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is
shown below, and expires concurrently with said Policy.
CNA74879XX (1-15) Policy. No:
Page 121 of 13 Endorsement No;
Effective Date:
Insured Name:
Copyright CNA All Rights Reserved. Includes copyrighted material of Insurancei
�Services office, Inc., vdlh its permssloon`. (�
(4•&-VC`�
AUTOMOBILE ADDITIONAL INSURED & WAIVER Or SUBROGATION
1. Who Is An Insured
The following are "insureds":
a. You for any covered "auto'.
b. Anyone else while using with your permission a covered "auto" you own, hire or borrow except:
(1) The owner or anyone else from whom you hire or borrow a covered `auto". This exception does
not apply if the covered "auto" is a "trailer" connected to a covered "auto" you own.
(2) Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her
household.
(3) Someone using a covered "auto" while he or she is working in a business of selling, servicing,
repairing, parking or storing "autos" unless that business is yours.
(4) Anyone other than your "employees", partners (if you are a partnership), members (if you are a
limited liability company), or a lessee or borrower or any of their "employees", while moving property
to or from a covered "auto".
(5) A partner (if you are a partnership), or a member (if you are a limited liabi[try company) for a
covered "auto" owned by him or her or a member of his or her household.
c. Anyone liable for the conduct of an "insured" described above but only to the extent of that liability.
Provides "additional
insured" status
5. Transfer Of Rights Of Recovery Against Others To Us
If any person or organization to or for whom we make payment under this Coverage Foran has rights to
recover damages from another, those rights are transferred to us. That person or organization must do
everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them.
Policy automaticallypecmits
"waiver of subro¢ation
ilE�l ,1�LNt(.e' i7e�vt�t �C !7 a� G!
Business Auto Policy
MGT of America Consulting, LLC Policy 2093563501
SECTION IV—BUSINESS AUTO CONDITIONS
The following conditions apply in addition to the
Common Policy Conditions;
A. Less Conditions
1. Appraisal For Physical Damage Loss
If you and we disagree on the amount of 'loss,'
either may demand an appraisal of the'loss,' In
this event, each party will select a competent
appraiser. The two appraisers will select a
competent and Impartial umpire. The appraisers
will state separately the actual cash value and
amount of 'loss.' I1 they fall to agree, they will
submit their differences to the umpire. A
decision agreed to by any two will be binding.
Each party will:
a. Pay Its chosen appraiser; and
b. Bear the other expenses of the appraisal
and umpire equally.
It we submit to an appraisal, we will Still retain
our right to deny the claim,
2. Duties In The Event Of Accident, Claim, Suit
Or Loss
We have no duty to provide coverage under this
Policy unless there has been full compliance
with the following duties:
a. In the event of 'accident,' claim, 'suiP or
loss,' you must give us or our authorized
representative prompt notice of the
'accident' or 'loss.- Include:
(1) How, when and where the 'accident' or
'loss' occurred;
(2) The lnsured's' name and address; and
(3) To the extent possible, the names and
addresses of any Injured persons and
witnesses.
b. Additionally, you and any other Involved
insured' must:
(1) Assume no obligation, make no
payment or Incur no expense without
our consent, except at the 'insured's'
own cost.
(2) Immediately send us copies of any
request, demand, order, notice,
summons or legal paper received
concerning the claim or 'suit.*
(3) Cooperate with us in the investigation
or settlement of the claim or defense
against the'sult.'
(4) Authorize us to obtain medical records
or other pertinent Information.
(5) Submit to examination, at our exponse,
by physicians of our choice, as often as
We reasonably require.
c. If there Is 'loss' to a covered 'auto' or its
equipment you must also do the following:
CA 00 0103 06
(1) Promptly notify the police It the covered
'auto' or any o1 Its equipment Is stolen.
(2) Take all reasonable steps to protect the
covered 'auto' from further damage.
Also keep a record of your expenses for
consideration in the settlement of the
claim.
(3) Permit us to inspect the covered 'auto'
and records proving the 'loss' before Its
repair or disposition.
(4) Agree to examinations under oath at
our request and give us a signed
statement of your answers.
3. Legal Action Against Us
No one may bring a legal action against us
under this Coverage Form until:
a. There has been full compliance with all the
terms of this Coverage Form; and
b. Under Liability Coverage, we agree in
writing that the 'insured' has an obligation
to pay or until the amount of that obligation
has finally been determined by judgment
after trial. No one has the right under this
policy to bring us into an action to
detarmine the 'Insureds' liability.
4. Loss Paymwd—Physical Damage Coverages
At our option we may:
a. Pay for, repair or replace damaged or stolen
property;
b. Return the stolen property, at our expense.
We will pay for any damage that results to
the 'auto' from the theft; or
o. Take all or any part of the damaged or
stolen property at an agreed or appraised
value.
ff we pay for the loss; our payment will Include
the applicable sales tax for the damaged or
stolen property.
6. Transfer Of Rights Of Recovary Against
Others To Us
If any person or organization to or for whom we
make payment under this Coverage Form has
rights to recover damages from another, these
rights are transferred to us. Thal person or
organization must do everything necessary to
secure our rights and must do nothing after
'accident' or'loss' to impafrihem,
B. General Conditions
1. Bankruptcy
Bankruptcy or insolvency of the 'insured' or the
9nsurod's' estate will not relieve us of any
obligations underthis Coverage Form,
2. Concealment, Misrepresentation Or Froud
This Coverage Form is vold In any case of fraud
by you at anytime as It relates to this Coverage
Copyright, 180 Ptopertl_e 1 Inc„ 2005 Pago 7 of 11
Al? (FcGwc `5L ry�//fg'Z'9/ E&Wr LC tA%eD1,q (1% / V e -r2 r j
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13
(Ed. 4-84)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an Injury covered by this policy. We will not enforce
our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you
perform work under a written contract that requires you to obtain this agreement from us.)
This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule,
Schedule
ANY PERSON OR ORGANIZATION ON WHOSE BEHALF YOU ARE REOUIRED TO OBTAIN
THIS WAIVER OF OUR RIGHT TO RECOVER FROM UNDER A WRITTEN CONTRACT
OR AGREEMENT. NOT APPLICABLE IN KANSAS.
This endorsement changes the policy to which it is attached and Is effeotive on the date Issued unless otherwise stated.
(The Information below is required only when this endorsement is Issued subsequent to preparation of the policy.)
Endorsement Effective 07./01/2016 PolicyNo, 3011086712 (all other�ndorsement No.
Insured MGT of America Consulting, LLC Premium$
Insurance Company Valley Forge Ins. Co. Countersigned by _. y e �i�
WC 00 03 13
(Ed. 4-84) Copyright 1983 National Council on Compensallon Insurance.
n
✓�G (,�Lt �t C e' �(iote�(q /PCS t7 21,
CNA CNA PARAMOUNT
Changes - Notice of Cancellation or Material
Restriction Endorsement
This endorsement modifies Insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
EMPLOYEE BENEFITS LIABILITY COVERAGE PART
LIQUOR LIABILITY COVERAGE PART
OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
RAILROAD PROTECTIVE LIABILITY COVERAGE PART
STOP GAP LIABILITY COVERAGE PART
TECHNOLOGY ERRORS AND OMISSIONS LIABILITY COVERAGE PART
SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY- NEW YORK DEPARTMENT OF TRANSPORTATION
SCHEDULE
Number of days notice (other than for nonpayment of premium):
030
Number of days notice for nonpayment of premium:
10
Name of person or organization to whom notice will be sent:
City of Santa Ana - 20 Civic Enter
Plaza (M-30)
Address:
P.O. Box 1988
Santa Ana,
,
CA 92702-1988
If no entry appears above, the number of days notice for nonpayment of premium will be to days,
It Is understood and agreed that In the event of cancellation or any material restrictions In coverage during the policy
period, the Insurer also agrees to mail prior written notice of cancellation or material restriction to the person or
organization listed In the above Schedule. Such notice will be sent prior to such cancellation in the manner prescribed in
the above Schedule.
All other terms and conditions of the Policy remain unchanged.
This endorsement, which forms a part of and is for attachment to the Policy Issued by the designated Insurers, takes effect
on the effective date of said Policy at the hour stated In sold Policy, unless another effective date Is shown below, and
expires concurrently with said Policy.
CNA74702XX(1-15) PoIlcyNo; 5095130327
Page 1 of 1 Endorsement No: 64
AMERICAN CASUALTY CO OF READING,PA Effective Date: 07/01/2016
Insurad Name:MGT OF AMERICA, INC.
Csp9d9sl CNA ja R''gnls Rommd. / n
MGT of America Consulting, LLC
P011cy 3011086788 • CA
G -19160-D
(Ed. 11197)
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY
BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS
This endorsement changes the policy to which it Is attached,
It Is agreed that part One Workers' Compensation Insurance G. Recovery From Where and Part Two Employers'
Llebllity Insurance H, Recovery From Others are amended by adding the toiloWing;
We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that
you perform work undera written contract that requires you to obtain this agraemant from us.)
PREMIUM CHARGE -
The charge will be an amount to which you and we agree that la a percentage of the total standard premium for California
expoeure, The amount Is
G-19160-9
(Ed, 11197) Pags 1 of 1
I
CONSULTANT AGREEMENT
THIS AGREEMENT is made and entered into this 19i° day of September, 2017, by and between MGT of -America
Consulting, LLC ("Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and
existing under the Constitution and laws of the State of California ("City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of preparing
applicable State Mandated Cost Reimbursement claims in order to maximize revenue to the City.
B. Consultant has previously provided these services to the City's Public Works Agency under Agreement
No. A-2016-199, which expired on August 2, 2017. Consultant has continued to provide such services
after this date under the same terms and conditions, and will complete them under this Agreement.
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 the remaining balance of the services described in Exhibit A to this Agreement,
which include the following: (a) Review and Reconciliation of Fiscal Year 2013/2014 Indirect Cost Rate Proposal
and Cost Allocation Plan; (b) Development of Fiscal Year 2014/2015 Indirect Cost Rate Proposal and Cost
Allocation Plan; and (c) Development of Fiscal Year 2015/2016 Indirect Cost Rate Proposal and Cost Allocation
Plan.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and
charges identified in Exhibit. A. The total sum to be expended under this Agreement shall not
exceed the original 545,125 -allocated for the services under Agreement No. A-2016-199.
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. On separate approval by the City, payment will be made on all
proper invoices evidencing work performed upon expiration of Agreement No. A-2016-199
through the start date of this Agreement in section 3 below.
3. TERM
This Agreement will commence on the date first written above and will terminate on September 18, 2018,
unless terminated earlier in accordance with Section 15, below. The term of the Agreement may be extended for
one 1 -year period upon a writing executed by the City Manager and City Attorney.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire tern 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, ajoint venture relationship, or to allow the City to exercise discretion or control over the
29'-iV
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. OWNERSHIP OF MATERIALS
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").
Consultant shall 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 intended 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. Such insurance shall (a) name the City, its
officers, employees, agents, volunteers and representatives as additional insured(s); (b) be
primary and not contributory with respect to insurance or self-insurance programs maintained by
the City; and (c) contain standard separation of insureds provisions.
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, as applicable to Consultant's use of automobiles.
C. 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:
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G) 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 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 I 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, to the extent that
the injury, damages, just compensation, restitution, judicial or equitable relief is caused by the negligence of the
Consultant. 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. City may make all reasonable
decisions with respect to its representation in any legal proceeding. In no case will Consultant be required to
indemnify or hold harmless the City from injury, damages, just compensation, restitution, judicial or equitable
relief caused by negligence of the City.
S. 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.
9. 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.
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10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information is
reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose
such information except in the performance of this Agreement, and further agrees to exercise the same degree of
care it uses to protect its own information of like importance, but in no event less than reasonable care.
"Confidential Information" shall include all nonpublic information. Confidential information includes not only
written information, but also information transferred orally, visually, electronically, or by other means.
Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by
this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that
(a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a
publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality;
(d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without
reference to information disclosed by the City.
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 under this Agreement.
12. 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:
Executive Director— Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702
Fax 714-647-5622
To Consultant: MGT of America Consulting, LLC
516 North Adams Street
Tallahassee, FL 32301
Fax 850-385-4501
and
2251 Harvard Street, Suite 134
Sacramento, CA 95815
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
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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 ANIEWNIENT
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 othenvise, 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 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.
15 TEP-MINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In
such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services
performed by Consultant prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver to the
City all work product completed as of such date, and in such case such work product shall be the
property of the City unless prohibited by law, and Consultant consents to the City's use thereof
for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in
the Recitals of this Agreement.
16. NONDISCRIMINATION
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.
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 for
any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.
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IS. 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
pen -nits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this
Agreement.
19. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority
and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages
to City in the event that such authority or power is not, in fact, held by the signatory or is
withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the
body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.
ATTEST:
MARIA D. HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
John W Funk
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
FRED MOUSAVIPOUR
Executive Director
Public Works Agency
CITY OF SANTA AMA
CYNTHIA J. KURTZ
Interim City Manager
CONSULTANT
Name:
Title:
25H-42
MGT Scwrarm f«
2251 Harnri. Stra,&r
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July 11, 2016
EXHIBIT A
MGT
OF ANIERICA, INC.
Ms. Margaret Mercer
Administrative Services Manager
Public Works Agency — Admin. Svcs.
City of Santa Ana
(714)647-5050
Subject. PW Hourly Rate Calculation Services
Dear Ms. Mercer.
We appreciate the opportunity to provide you with our proposal to develop hourly billing rates
For Public Works staff members. Below is a summary of our proposal:
Project Description: Annually, prepare hourly billing rates for reimbursement for
selected PW staff members (requires two steps: 1 - prepare an allocation of PW
administrative costs from 601 to 611/612 and then analyze the indirect vs. direct hours of
611/612 staff members) and 2 - calculate billable hour rates for staff in 611 and 612.
Part A: 2013/2014 Year: Project Budget - $11,000
1) Calculate an actual 13/14 Indirect Cost Rate for 611/612: $6,000
2) Calculate actual 13/14 billing rates for staff in 6111612: $5,000
Part B: 2014/2015 Year - Proiect Budget: $13,500
1) Meet/Train city PW staff on the methods of time keeping, billing and
assumptions used in the development of the indirect rate and billing rates:
($1.000)
2) Calculate actual 14/15 Indirect Cost Rate for 611/612: $6,000
. Also: meet with OCTA and discuss the project going forward
3) Calculate actual 14115 billing rates for staff in 611/512: 55,000 plus actual
travel expenses: Est $1,500
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MGT
OF AMERICA, III C.
Part C: Project Budaet:201512016 Year • $12,500
1) Calculate actual 15/16 Indirect Cost Rate for 511/612: $6,000
check in with staff to make sure data assumptions are correct
2) Calculate actual 15/16 billing rates for staff in 611/612: 55,000 plus actual
travel expenses Est $1,500
Please call me at 916.595.2646 if you have any questions. We look forward to working with you
and your staff on this project.
Sincerely,
J Bradley Burgess
J. Bradley Burgess
Executive Vice President
MGT of America. LLC
bburoess d)mgtamer.com
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