Loading...
HomeMy WebLinkAboutPROPATH, INC. 1 - 2017iNSURANCE ON PILE VVORi MAY PROCEED UNTIL INSURANCE EXPIRES 6ev G4d dull,: eT-,s.,_ CLEM OF COUNCIL �- D& Tti, N-2018-014 0, GD 4 ( I) tjm 2 2 MIS CONSULTANT AGREEMENT QQQyp OA 3 V THIS AGREEMENT is made and entered into this W hday of December, 2017, by (4 , and between ProPath, Inc., a California Corporation, (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 to be the One Stop Operator of the.. Santa Ana Work Conten under the• WIOA grant, 13. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement, attached herewith and incorporated herein by this reference. 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 B. The total sum to be expended under this Agreement shall not exceed fifteen thousand dollars ($15;000:00) during the term of this Agreement. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which falls to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commonce on the date first written above and terminate on June 30, 2018, unless terminated earlier in accordance with Section 14 below. The Tenn of the Agreement may be extended upon a writing executed by the City Manager and City Attorney. Page 1 of 10 4. INDEPENDENT CONSULTANT Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes, 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial Goneral 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 ]imitation, 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 with respect to insurance or self-insurance programs maintained by the CITY; and (e) 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. C. Worker's Compensation "Insurance. In: accordance with the California 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. Page 2 of 10 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. 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 by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to fu nish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement, Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination.Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNYMCATION Consultant agrees to defend, 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 Consultants, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third patty challenging the validity Page 3 of 10 of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 7. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement, 8. 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. 9. 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. Page 4 of 1.0 10. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 11. 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 Executive Director Community Development Agency City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, CA 92702 Fax 714- 647-6549 To Consultant: ProPath, Inc. Attn: David Baquerizo, President 17891 Cartwright Road Irvine, CA 92617 Fax 949-341-8008 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. Page 5 of 10 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, 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. Thus Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 13. 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, 14. TERMINATION 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. 15. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, 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 or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. Page 6 of 10 16. 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. 17. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. I8. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All 'exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. -- remainder ofpage intentionally left blank; signature page to follow -- Pagel of 10 N-2018-014 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: ARIA D. HUIZAR clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney UN Attorney RECOMMENDED FOR APPROVAL ROBERT ZURWHMMDE Interim Executive Director Community Development Agency CITY OF SANTA ANA RAUL GODINE City Manager PROPATH, INC. DAVID BAQU 0 President Page 8 of 10 EMBIT A SCOPE OF SERVICES Page 9 of 10 EXHIBIT "A" SCOPE OF WORK Consultant shall fully comply all requirements of all applicable Federal, State, and local laws, regulations and policies while performing this Scope of Work, which includes the following major functions: I. Facilitate collaboration and cooperation among ADCC Partners. 2. Validate and ensure partner organizations adhere to Memorandums of Understanding (MOU) documents (Phase I and Phase In providing infrastructure and operations contribution as determined in the WIOA legislation. 3. Serve as a liaison between Santa Ana Workforce Development Board (SAWDB) and AJCC Partners. Consultant shall provide the following: FACILITATING ROLE DELIVERABLES: 1, Convene partner meeting on a determined schedule to discuss and share information. a. Disseminate to all partners any updates regarding law and local procedures provided by the City and Santa Ana WDB staff. b. Document and disseminate partners' services and procedures to all partners and periodically update. 2. Determine meeting agendas. a, Create meeting agendas. b. Circulate and provide minutes to attendees after each meeting. 3. Ensure relevant stakeholders are invited and engaged. a. Send meeting invitations to core partners and additional stakeholders. b. Follow-up with partners and stakeholders to encourage and confirm attendance. VALIDATING ROLE DELIVERABLES 1. Ensure partner organizations adhere to the Memorandums of Understand (MOU) documents (Phase I and Phase II) providing infrastructure and operations contributions as determined in the WIOA legislation. a. Consultant shall provide partner coordination to ensure that the AJCC partners adhere to MOU's and agreement. b. Consultant shall refer any questions or issues related to MOU agreements to the City, LIAISING ROLE DELIVERABLES 1. Consultant shall serve as a liaison between Santa Ana WDB and AJCC Partners. a. Provide all AJCC Partners with updated policies and ensure that partners are following the policies of the AJCC b. Report to designated Santa Ana WDB staff any AJCC operational issues and recommendations for partner coordination improvement. c. Develop and submit a quarterly report to the Board that accurately'measures and documents operator activities including AJCC partner coordination and activities, operations, performance and continue improvement recommendations. d. Facilitate stakeholder engagement but have no role in direct referrals. e. Provide a report on Consultant activities to Santa Ana WDB Board and report to the WDB Board as requested. f. Follow and abide by any current and future Santa Ana WDB administrative directives including, but not limited to, those directives concerning day to day operation of the AJCC, Equal Employment Opportunities and the American with Disabilities Act. IN PERFORMANC OF THIS SCOPE OF SERVICES, THE PARTIES AGREE THAT THE FOLLOWING ACTIVITIES SHALL BE COMPLETED BY THE CITY AND OR THE SANTA ANA WDB: 1, Convene system stakeholders to assist in the development of the local plan, Z Prepare and submit local plans (as required under sec. 107 of WIOA). 3. Manage the competitive selection process for one-stop operators. 4. Select or terminate one-stop operators, career services, and youth providers. S. Negotiate local performance accountability measures. 5, Develop and submit budget for activities of the Santa Ana WDB in the local area. 7. Procurement and contract selection, determination, termination, negotiation, or development related to one-stop operators, career services, youth providers, and other agencies. e. Oversight of the One -Stop Operator, THE SCOPE OF SERVICES AND THE ROLES OF THE PARTIES MAY BE MODIFIED PURSUANT TO WRITTEN AGREEMENT OF BOTH PARTIES AS A RESULT OF: i. Federal, state, and local law or requirements are enacted and implemented covering the workforce development system; z. Regulations and procedures are developed or changed the U.S. Department of Labor; 3. Santa Ana WDB's governing boards adopt local direction and procedures; and 4. Santa Ana WDB develops and coordinates mandatory strategic initiatives for the local workforce development area. EXHIBIT B SCHEDULE OF COMPENSATION Page 10 of 10 SCHEDULE OF QUARTERLY COMPENSATION 31.2018 June Maximum Quarterly coRnm CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 12/14/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the cortiflcate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVEG, aub)ect to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements). PRODUCER The Empire Company 10201 Trademark St., Suite D N-2017-014 P.O. Box $400 Rancho Cucamonga CA 91729 n Cathy NegrOn PHONE E ;(909)476-0600 nX :ll aTc-0101 i41AIADDR681— onegroa®empire-co,cam INSURERS AFFORDING COVERAGE HAD INSURER A:Travelere Casualty Insurance 19046 INSURED ProBath, Inc. 17891 Cartwright Rd. Ste 100 Irvine CA 92614 ISURERs:Stata Co enaation Ina. Pond 35076 INsuRERc:Landmark American Ins. Co. 33138 INSURERS: INSURERS: PR Emml— d 300,000 INSURER F. COVERAGES CERTIFICATE NUMBER:17/18 MASTER REVISION NUMBER: - - - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR TYPE OF INSURANCE INSD ACCORDANCE WITH THE POLICY PROVISIONS. POLICYNUMB P I EF 1 LIMITS A X—COMMERCIALdENEHAL'LIABILITY.":: CLAIMS-M40E ❑X, OCCUR Cathy Nagron/NBORON EACH OCCURRENCE d 2,000,000 PR Emml— d 300,000 MEO EXP (My weperson) B 51000 X 650-9061R40B-17.42 9/25/2011 9/25/20110 PERSONAL d AOV INJURY B Excluded GEML AGGREGATE LIMIT APPLIES PER: X POLICY ❑ TER ❑ LOC GENERAL AGGREGATE $ 41000,000 PRODUCTS•COMPIOPAGO s4,000,000 d OTHER, AUTOMOME:LIABILITY E $ 11000,000 BODILY INJURY (Par Pamce) $ A ANY AUTO AALLOWNED �OEDULED 600.906IR408.17.42 9/25/2017 _.... 9/25/2019-'90DEYINJURY(Per ecdden0 B X HIRED AUTOS X ANOTNOOSM PROP d d UMBRELLA LJABOCOVR EACH OCCURRENCE $ AGGREGATE EXCESS LIA$ GLAIM&MADE DEC I I RETE WORKERS COMPENSATION AND BMPLOYERS'LIABILITY YIN ANY PR PRIETORRIEAXCNTLUOE09N:CUTNE ❑ OFFB (Mandelary In NH) 9 d Iba under 'RIPI NIA 9156086.2017 4/1/2017 4/1/2018' I( R E.L. EACH ACCIDENT $ 1,000 000 EL DISEASE - EA EMPLOYE S 11000,000 EL DISEASE -POLICY LIMIT $ 00-000 D N OPERATIONS b C PROPESSIONAL LIABILITY LBR8810o5 1/1/aglT 111/aa18 PER CLAIM LIMIT $1,000,000 INCL SEXUAL HISCONODCT ANNUALAGGREGATE $1400,000 DESCRIPTION OF OPERATIONS I LOCATION5IVEHICLES (ACORD 401, Additional Aemerks Schedolo, maybe attached emote apace Is regolrad) The City of Santa Ana, its officers, employees, agents, volunteers and representatives are named as Additional Insured where regµired by written Contract per attached forms. Coverage is Primary and Nan -contributory. (CO D2 47 OB 05) (C(I DO 37 04 09) CERTIFICATE HOLDER CANCELLATION DSanchezRsanta-ana.org SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Community Development Agency THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Economic DaV. DiVinsion/Santa Ana WDB ACCORDANCE WITH THE POLICY PROVISIONS. 1000 E. Santa Ana Blvd. AUTHORIZED REPRESENTATNE Suits 200 Banta Ana, CA 92701r-� Cathy Nagron/NBORON © 9988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401) COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV), Paragraph 4. (Other Insurance), is amended as follows: 1. The following is added to Paragraph a. Primary Insurance: However, if you specifically agree in a written con- tract or written agreement that the insurance pro- vided to an additional Insured under this Coverage Part must apply on a primary basis, or a primary and non-conmbUtory basis, this insur- ance is primary to other Insurance that is avail- able to such additional Insured which covers such additional Insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs; and b. The "personal Injury" or "advertising Injury" for which coverage is sought arises out of an of- fense committed subsequent to the signing and execution of that contract or agreement by you. 2. The first Subparagraph (2) of Paragraph b. Ex- cess Insurance regarding any other primary in- surance available to you is deleted. 3. The following is added to Paragraph b. Excess Insurance, as an additional subparagraph under Subparagraph (1): That is available to the insured when the Insured is added as an additional Insured under any other policy, Including any umbrella or excess policy. CG DO 37 04 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Page 1 of 1 POLICY NUMBER: 680-90618408-16-42 COMMERCIAL GENERAL LIABILITY ISSUE DATE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSON($) OR ORGANIZATION(S): City of Santa Ana, its officers, employees, agents volunteers and representatives PROJECTtLOCATION OF COVERED OPERATIONS: ENPLOYNENT COUNSELING 1. WHO IS AN INSURED — (Section II) is amended b) The insurance provided to the additional in- to include the person or organization shown in the sured does not apply to "bodily injury", "prop - Schedule above, but: erty damage" or "personal injury" arising out a) Only with respect to liability for "bodily Injury", of the rendering of, or failure to render, any "property damage" or "personal injury": and professional architectural, engineering or sur. veying services, including; b) if, and only to the extent that, the injury or damage is caused by acts or omissions of I. The preparing, approving, or failing to you or your subcontractor in the performance prepare or approve, maps, shop draw - of "your work" on or for the project, or at the Ings, opinions, reports, surveys, field or - location, shown in the Schedule. The person ders or change orders, or the preparing, or organization does not qualify as an addi- approving, or failing to prepare or op- prove, drawings and specifications; and tional insured with respect to the independent acts or omissions of such person or organiza- ii. Supervisory, inspection, architectural or tion. engineering activities. 2. The insurance provided to the additional insured e) The insurance provided to the additional in - by this endorsement is limited as follows: sured does not apply to "bodily injury" or a) In the event that the Limits of Insurance of "property damage" caused by "your work" this Coverage Part shown in the Declarations and Included in the "products -completed op - erations hazard" unless a "written contract exceed the limits of liability required by a "written contract requiring insurance" for that requiring insurance" specifically requires you additional insured, the insurance provided to to provide such coverage for that additional insured, and then the insurance provided to the additional insured shall be limited to the limits of liability required by that "written con- the additional insured applies only to such tract requiring insurance". This endorsement bodily injury" or "property damage" that oc- shall not increase the limits of insurance de- curs before the end of the period of time for which the "written contract requiring insur- scribed in Section III — Limits Of Insurance. ance" requires you to provide such coverage CG D2 47 08 05 0 2005 The St, Paul Travelers Companies, Inc Page 1 of 2 N-2017-014 COMMERCIAL GENERAL LIABILITY or the end of the policy period, whichever is earlier. 3. The insurance provided to the additional insured by this endorsement is excess over any valid and collectible "other insurance", whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover under this endorsement. However, if a "written contract requiring insurance" for that ad- ditional insured specifically requires that this in- surance apply on a primary basis or a primary and non-contributory basis, this Insurance is pri- mary to "other insurance" available to the addi- tional insured which covers that person or organi- zation as a named insured for such loss, and we will not share with that "other insurance". But the Insurance provided to the additional Insured by this endorsement still is excess over any valid and collectible "other Insurance", whether pri- mary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional in- sured under such "other insurance". 4. As a condition of coverage provided to the additional insured by this endorsement: a) The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice should include: 1. How, when and where the "occurrence" or offense took place; ii. The names and addresses of any injured persons and witnesses; and Ill. The nature and location of any injury or damage arising out of the "occurrence" or offense. b) If a claim is made or "suit" is brought against the additional insured, the additional insured must: 1. Immediately record the specifics of the claim or "suit" and the date received; and II. Notify us as soon as practicable. The additional Insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c) The additional insured must Immediately send us copies of all legal papers received in connection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and otherwise comply with all policy conditions. d) The additional insured must tender the de- fense and Indemnity of any claim or "suit" to any provider of "other insurance" which would cover the additional Insured for a loss we cover under this endorsement. However, this condition does not affect whether the insur- ance provided to the additional Insured by this endorsement is primary to "other insur- ance" available to the additional Insured which covers that person or organization as a named insured as described in paragraph 3. above. S. The following definition is added to SECTION V. — DEFINITIONS: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or organization as an additional in- sured on this Coverage Part, provided that the "bodily injury" and "property damage" oc- curs and the "personal injury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c, Before the end of the policy period. Page 2 of 2 ® 2005 The St. Paul Travelers Companies, Inc. CG D2 47 08 05