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HomeMy WebLinkAboutHANSON BRIDGETT LLPINSURANCE NOT ON FILE WORK MAY NOT PROCEED N-2021-219 CLERK OF COUNCIL N LIMITED LEGAL SERVICES AGREEMENT WITH HANSON BRIDGETT LLP N o This limited legal services agreement ("Agreement") is made and entered into this 15th day of September, 2021, by and between Hanson Bridgett LLP, a California limited liability partnership ("Attorneys"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California ("City"). Attorneys and City are also collectively referred to as "the Parties." Nn Cs�o�i 1406el� CSA� I RECITALS A. City desires to employ Attorneys to assist the Executive Director of Human Resources in conducting personnel investigations and providing legal advice related to such investigations to the City, and B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge in the field of public employment law and conducting personnel investigations. 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. RETENTION OF ATTORNEYS City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the Executive Director of Human Resources, on an as needed basis, with conducting personnel investigations, including but not limited to, Equal Employment Opportunity Commission and Department of Fair Housing and Employment complaints. Attorneys accept said retention and agree to perform, in a timely and efficient manner, all such services as may be requested by the Executive Director of Human Resources. The Parties will confirm each investigation or assignment pursuant to this Agreement in a separate email or letter. 2. PAYMENT FOR SERVICES RENDERED a. FEES City agrees to compensate Attorneys, and Attorneys agree to accept from City, as payment in full for all services for the foregoing Actions, compensation to engage Attorneys at the rate of $180-$220 an hour for paralegals, $280-$320 an hour for associate attorneys, and $320-$500 an hour for partners. During the term of this Agreement, the total amount authorized for services pursuant to this Agreement is fifty thousand dollars and zero cents ($50,000.00). b. REIMBURSEMENT FOR COSTS City agrees to reimburse Attorneys for out-of- pocket expenses, including but not limited to, transcription, mileage, copying costs, mail services, and other relevant and necessary fees related to the services provided pursuant to this Agreement authorized by the Executive Director of Human Resources in connection with the performance of duties under this Agreement. Copying charges will be reimbursed at the rate of 10 cents per page. Travel costs for Attorneys are billed per the hourly rate but and includes costs for travel, lodging, and other related costs as agreed upon in writing by the parties. Any costs in excess of $5,000 require approval of the Executive Director of Human Resources prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice. 006095.00005 17868000.1 13457441.1 3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed, dates and number of hours, and an itemization of expenses related thereto with supporting documentation (i.e. receipts, invoices, copy of check, etc.). 4. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the Executive Director of Human Resources, as aforesaid, shall be and remain under, and subject to the control and direction of said Executive Director of Human Resources at all stages, and that they shall at all times keep the Executive Director of Human Resources informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys under this Agreement. Attorneys further agree, if and when their retention hereunder is terminated by City, as hereinafter specified, they shall return to the Executive Director of Human Resources any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. 5. LIMITATION ON LEGAL SERVICES The scope of this representation is limited. Attorneys will make factual findings, utilizing Attorneys' legal skills, knowledge, and experience in so doing. Attorneys will not render a legal determination whether there was unlawful discrimination, harassment, violation of public policy, or a violation of any other law or statute for investigations under this Agreement. The Santa Ana City Attorney will advise the City with respect to issues of attorney -client privilege, scope of privilege, waiver, and work product in connection with services provided under this Agreement. The City and Attorneys intend that Attorneys' investigations will be covered by the attorney -client privilege and attorney -work product privilege to the extent legally permitted, although Attorneys understand that the City may choose to waive the privilege in the future. The City specifically gives its informed consent to a limited scope engagement and understands that it may seek independent legal advice concerning the proposed limited scope engagement if it wishes. 6. CITY COOPERATION City agrees to make available the witnesses and documents requested by Attorneys to permit Attorneys to perform this independent investigation. The City will designate an employee as the primary point of contact for the City for each investigation performed under this Agreement. This will include arranging access to witnesses and documents and arranging a location for interviews. 7. NO GUARANTEES It is understood that there is no guarantee or assurance that any particular result will be reached in any investigation conducted under this Agreement. 8. REPORTING REQUIREMENTS Unless otherwise directed, Attorneys will provide a written report to the Executive Director of Human Resources for the investigation conducted under this Agreement. Upon the conclusion of any investigation, at the Executive Director of Human Resource's request, the Attorneys may also provide, in a privileged document separate from the report, recommendations to assist in resolution of any or all substantiated findings. 9. TERM The term of this Agreement shall commence on the date first written above and terminate one (1) year thereafter, unless terminated earlier pursuant to Section 19 below. The term of this Agreement may be extended upon a writing executed by both parties, including the City Manager and the City Attorney. 2 006085.00005 17868000.1 13457441.1 10. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance of their covenants hereunder, Attorneys are and shall be independent contractors, and not officers or employees of City. 11. INSURANCE Attorneys shall provide to the Executive Director of Human Resources proof of Prior to undertaking performance of work under this Agreement, Attorneys shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. b. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. C. Professional Liability (errors and omissions) insurance: with a combined single limit of not less than $1,000,000 per claim, and maintain such insurance throughout the term of this Agreement. d. If Attorneys maintain broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Attorneys. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. e. Other Insurance Provisions - The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status- The City of Santa Ana, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Attorneys including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Attorneys' insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). ii. Primary Coverage- For any claims related to this contract, Attorneys' insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Santa Ana, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by 3 006085.00005 17868000.1 13457441.1 the City of Santa Ana, its officers, officials, employees, or volunteers shall be excess of Attorneys' insurance and shall not contribute with it. iii. Notice of Cancellation- Certificate of Insurance shall provide thirty (30) day prior written notice of cancellation in a form approved by the City. f. Waiver of Subrogation- Attorneys hereby grant to City a waiver of any right to subrogation, which any insurer of said Attorneys may acquire against the City by virtue of the payment of any loss under such insurance. Attorneys agree to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. g. If Attorneys fail or refuse to produce and maintain the insurance required by this section, or fail or refuse 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 Attorneys' right to be paid for its time and materials expended prior to notification of termination. 12. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief arising out of Attorneys' negligent or wrongful performance or conduct related to this Agreement. Since the purpose of the Attorneys' engagement is to assist the City in determining the facts related to internal personnel complaints, the City agrees to the following limited indemnity language. The City agrees to indemnify, defend and hold Attorneys, its successors and assigns, and each of its officers and employees, harmless from any and all claims, suits, demands, losses and expenses, including reasonable attorneys' fees, accruing or resulting to any and all persons, firms, or other entity arising out of Attorneys' performance or non-performance of its obligations under this Agreement, unless an error or erroneous omission by Attorneys cause such damage or loss. The City shall not indemnify Attorneys for any matter involving a claim by the City of professional negligence, or any matter for which Attorneys shall have been adjudicated to have acted in bad faith or engaged in willful misconduct or any conduct outside the scope of its retention under this Agreement. This Agreement in no way limits the Attorneys' liability for professional malpractice under California Rule of Professional Conduct 3- 400. 13. RELATED POST -INVESTIGATION SERVICES If Attorneys are asked or required to prepare for and/or testify, including, without limitation, at deposition, trial, arbitration or any other proceeding, because of services rendered under this Agreement, if Attorneys must respond to subpoenas or discovery or otherwise respond or perform services with respect to any matter relating to or arising out of the services performed for City, City agrees to pay Attorneys for all time expended (including preparation time) at Attorneys' then current regular hourly rate and to reimburse Attorneys for reasonable costs and expenses incurred, whether or not the investigation has been concluded. This includes reasonable costs of legal representation. Payment is due upon presentation of a bill for services, costs, and expenses. 006085.00005 17968000.1 13457441.1 14. CONFIDENTIALITY If Attorneys receive from the City information, which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Attorneys agree that it shall not use or disclose such information except in the performance of this Agreement, and further agree 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 Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 15. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement. 16. 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 Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Fax:(714) 647-6956 Courtesy Copy: Executive Director of Human Resources City of Santa Ana 20 Civic Center Plaza (M-24) Santa Ana, California 92702 Fax:(714) 647-6930 To Attorneys: Attention: Alfonso Estrada, Partner Hanson Bridgett LLP 777 S. Figueroa Street, Suite 4200 Los Angeles, California 90017 Fax: (213) 395-7615 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other 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 006085.00005 17868000.1 13457441.1 postage prepaid, and addressed as set forth above. If sent by facsimile, 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. 17. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys, 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 Attorneys. 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 Attorneys 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 parties, which are not embodied herein. 18. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys 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 of this Agreement performed by City personnel or by other Attorneys retained by City. 19. TERMINATION This Agreement may be terminated by City at any time. In such event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment, Attorneys shall deliver to the City all files and records generated under this Agreement as of such date. Attorneys may terminate this agreement, subject to their obligation to provide written reasonable notice of at least thirty (30) days to arrange alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel. 20. NON-DISCRIMINATION Attorneys shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, 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. Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state, and local laws and regulations. 21. 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. 006085.00005 17868000.1 13457441.1 22. MISCELLANEOUS PROVISIONS 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. 23. COUNTERPARTS: SIGNATURES This Agreement may be executed in counterparts, secured via facsimile transmission, email, or otherwise, each of which shall be deemed to be an original. Photocopies of any executed counterpart shall have the same force and effect as an original. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: Daisy Gomez, CMC Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: c-aurl'- A . R Laura A. Rossini Chief Assistant City Attorney RECOMMENDED FOR APPROVAL: J on Motsick xecutive Director of Human Resources CITY OF SANTA ANA Kristine Ridge City Manager HANSON BRIDGETT LLP By ¢ram Alfons strada Partner 006085.00005 17868000.1 13457441.1 Digitally signed by Francine Francine R. R. Villareal Villareal Date: 2021.11.09 11:46:42 08'00' CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 09/20/2021 1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services Northeast, Inc. New York NY Office CONTACT NAME: (A/C.o. Ext): (866) 283-7122 A/C No : (800) 363-0105 E-MAIL ADDRESS: One Liberty Plaza 165 Broadway, suite 3201 New York NY 10006 USA INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURER A: Hartford Fire Insurance Co. 19682 Hanson Bridgett LLP 425 Market Street INSURERB: Hartford Casualty Insurance Co 29424 INSURER C: 26th Floor San Francisco CA 94105 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: b/UU89249U23 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. Limits shown are as requested LTR TYPE OF INSURANCE INSD WVD I POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY 10UUNDD1980EACH OCCURRENCE $1, 000, 000 CLAIMS -MADE X❑ OCCUR Commercial Package PREMISES Ea occurrence $300,000 MED EXP (Any one person) $10 , 000 PERSONAL& ADV INJURY $1, 000, 000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY ❑ PRO ❑ LOC JECT PRODUCTS - COMP/OP AGG $1,000,000 OTHER: A AUTOMOBILE LIABILITY 1000NDD1980 Commercial Package 08/26/2021 08/26/2022 COMBINED SINGLE LIMIT Ea accident $1, 000, 000 BODILY INJURY ( Per person) ANY AUTO BODILY INJURY (Per accident) OWNED SCHEDULED AUTOS ONLY AUTOS X HI RED AUTOS X NON -OWNED ONLY AUTOS ONLY PROPERTY DAMAGE Per accident B X UMBRELLALIAB X OCCUR 1OXHUDH9540 08/26/202108/26/2022 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS -MADE umbrella AGGREGATE $5,000,000 DED I RETENTION WORKERS COMPENSATION AND PER STATUTE I OTH- EMPLOYERS' LIABILITY y / N ER E.L. EACH ACCIDENT ANY PROPRIETOR / PARTNER / EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? A N / E.L. DISEASE -EA EMPLOYEE (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below I I I E.L. DISEASE -POLICY LIMIT DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) a� w N O v 00 O O O Z O R V U CERTIFICATE HOLDER CANCELLATION 5�i SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana AUTHORIZED REPRESENTATIVE 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 USA iLdDfG cam/ �NORANc RAMwagmerdOivisilm ©1988-2015 ACORD CO z REVIEWED & APPROVED BY: ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD VSA44a Risk Management Analyst POLICY NUMBER: 10 UUN DD1980 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): THE CITY OF SANTA ANA, ITS OFFICERS, OFFICIALS, EMPLOYEES, AND VOLUNTEERS 20 CIVIC CENTER PLAZA (M-30) PO BOX 1988 SANTA ANA, CA 92702-1988 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 0413 © Insurance Services Office, Inc., 2012 �oRaN RAMmaganadD siun REVIEWED & APPROVED BY. - Risk Management Analyst (3) Any manager, if you or the additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or the additional insured is a corporation; (5) Any trustee, if you or the additional insured is a trust; or (6) Any elected or appointed official, if you or the additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; Page 16 of 21 (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I - Coverage A - Bodily Injury And Property Damage Liability; (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I - Coverage A - Bodily Injury And Property Damage Liability; (6) When You Are Added As An Additional Insured To Other Insurance Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement, or permit that this insurance is primary and non- contributory with the additional insured's own insurance, this insurance is primary a contribution fro �oRary RisleMmVmentDMsfan REVIEWED & APPROVED BY.- FR. V&vzd Risk Management Analyst Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium HG 00 01 09 16 computation, and send us copies at such times as we may request. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to t shown in the Declarati o RiskMm agementDMsian REVIEWED & APPROVED BY. - 'sin i-i--�r1= R�t+GN+d 11. vaX"Id —E� Risk Management Analyst UMBRELLA LIABILITY POLICY DECLARATIONS INSURER: HARTFORD CASUALTY INSURANCE COMPANY ONE HARTFORD PLAZA, HARTFORD, CT 06155 THE POLICY NUMBER: 10 XHU DH9540 1{1 HARTFORD RENEWAL OF: 57 XHU BA5363 Items 1. Named Insured and Mailing Address: HANSON BRIDGETT LLP 425 MARKET ST FL 26 SAN FRANCISCO CA 94105 (SAN FRANCISCO COUNTY) 2. Policy Period: From 08/26/21 To 08/26/22 12:01 A.M., Standard Time at mailing address shown above. 3. Agent/Broker Name: AON RISK SERVICES NORTHEAST INC 4. Audit Period: NOT SUBJECT TO AUDIT ADVANCE PREMIUM PREMIUM RATE PER BASIS 5. Premium: $5, 942.00 6. Self -Insured Retention $10, 000 each occurrence 7. Limits of Insurance The Limits of Insurance, subject to all of the terms of this policy, are: General Aggregate Limit (Other than Products - Completed Operations, Bodily Injury By Disease and Automobile) $10,000,000 Products - Completed Operations Aggregate Limit Bodily Injury By Disease Aggregate Limit Each Occurrence Limit 8. Underlying Insurance Policies (See attached Schedule) 9. This policy consists of: (a) This Declarations; (b) The Schedule of Underlying Insurance Policies; XL00050502 (c) The Policy Provisions; XL00030916 (d) The Policy Cover; XL00070314 (e) Any Endorsements shown below. Endorsements forming part of this policy when issued: XL70001206 HM99011185 IHO9850115 IH99400409 IH99410409 XL02420811 XL04151088 XL23300115 XL23760317 XL24011217 Countersigned by (Where required by law) Form XL 00 01 01 07 Authorized Representative $10,000,000 $10,000,000 $10,000,000 08/26/21 Date �oRaN RiskMmWmedDMsfan REVIEWED & APPROVED BY. - Risk Management Analyst SCHEDULE OF UNDERLYING INSURANCE POLICIES POLICY NUMBER: 10 XHU DH9540 This schedule forms a part of the policy designated herein. Named Insured and Mailing Address: HANSON BRIDGETT LLP 425 MARKET ST FL 26 SAN FRANCISCO CA 94105 (SAN FRANCISCO COUNTY) Insurer, Policy Number and Period Type of Coverage Applicable Limits (A) HARTFORD CASUALTY INSURANCE COMPANY 57 WE AHIPNF 08/26/21 TO 08/26/22 Employers' Liability Bodily Injury Limit $1, 000, 000 Each accident (by accident*) $1, 000, 000 Policy limit (by disease*) $1, 000, 000 Each employee (by disease*) (B) TRUMBULL INSURANCE COMPANY 10 UUN DD1980 08/26/21 TO 08/26/22 Commercial Auto Liability Single Liability Limit written to include all owned, $1, 000, 000 Each accident non -owned and hired autos, Split Liability Limits except as listed below: Bodily injury each person Bodily injury OWNED AUTO each accident Property damage each accident (C) HARTFORD FIRE INSURANCE COMPANY 10 UUN DD1980 08/26/21 TO 08/26/22 Commercial General Liability $1, 000, 000 Each occurrence written to include all coverages of limit CG0001 or HG0001, except as $1, 000, 000 Personal and listed below: advertising injury limit $2, 000, 000 General aggregate limit (other than products - completed operations) Products -completed $ 2, 0 0 0, 0 0 0 operations aggregate limit Form XL 00 05 05 02 PAGE 1 (CONTINUE �oRaN 3 Risk MmRgementDMsian REVIEWED & APPROVED BY: z a 4' p PZ. V Risk Management Analyst SCHEDULE OF UNDERLYING INSURANCE POLICIES (Continued) POLICY NUMBER: 10 XHU DH9540 Insurer, Policy Number and Period Type of Coverage Applicable Limits (D) Other (Specify) HARTFORD FIRE INSURANCE COMPANY 10 UUN DD1980 08/26/21 TO 08/26/22 EMPLOYEE BENEFITS LIABILITY $1,000,000 EACH CLAIM LIMIT $2,000,000 AGGREGATE LIMIT Note Maintenance of Underlying Insurance Condition * Except that in any jurisdiction where the amount of Employers' Liability Coverage afforded by the underlying insurer is by law unlimited, the limit stated does not apply and the policy of which this schedule forms a with respect to Employers' Liability in such jurisdiction. �oRaNe RiskMwaganedDMsian REVIEWED & APPROVED BY: Form XL 00 05 05 02 PAGE 2 Risk Management Analyst HANSBRI-02 MVANDERWAI d►c , CERTIFICATE OF LIABILITY INSURANCE �� DAT/15/202D/Y 1 915/21 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Martin van der Wal PHONE FAX (A/C, No, Ext): (415) 946-7500 (A/C, No): Alliant Insurance Services, Inc. 575 Market St Ste 3600 San Francisco, CA 94105 a DRIE DSS: Marti n.vanderWal alliant.com INSURERS AFFORDING COVERAGE NAIC # INSURER A: Hartford Accident and Indemnity Company 22357 INSURED INSURER B : INSURER C7 Hanson Bridgett, LLP INSURER D 7 425 Market St. 26th Floor San Francisco, CA 94105 INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑ OCCUR EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP (Any oneperson) $ PERSONAL & ADV INJURY $ GENT AGGREGATE LIMIT APPLIES PER: POLICYEl PEA LOC OTHER: GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY Perperson) $ BODILY INJURY Per accident $ PROPERTY DAMAGE Per accident) ccident $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/ R/EXECUTIVE ❑ EXCLU OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A A 72WEAM8EPD 8/26/2021 8/26/2022 X PER STATUTE EERR E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Evidence of Insurance SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana Y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza (M-30) ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 1988 Santa Ana, CA 92702 AUTHORIZED REPRESENTATIVE � oRaN � RAMmagmerdDiVisian REVIEWED &APPROVED BY.- z a v� ACORD 25 (2016/03) © 1988-2015 ACORD C The ACORD name and logo are registered marks of ACORD Risk Management Analyst CERTIFICATE OF INSURANCE Number 4247 This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend or alter the coverage afforded by the policy described below. INSURED: Hanson Bridgett LLP 425 Market Street, 26th Floor San Francisco, CA 94105 INSURER: See attached list of Quota Share Insurers COVERAGE: This is to certify that the policy of insurance listed below has been issued to the Insured named above for the 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 policy described herein is subject to all terms, exclusions and conditions of such policy. The limit shown may have been reduced by paid claims. TYPE OF INSURANCE: Professional Liability POLICY NUMBER: IP-0000-27/2021 POLICY PERIOD: July 1, 2021 to July 1, 2022 (12:01 a.m.) LIMIT: A minimum of $1,000,000 per claim and in the aggregate including defense costs excess of a self -insured retention. See attached schedule. CANCELLATION: Should the above described policy be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the certificate holder named below. Failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives. CERTIFICATE HOLDER: City of Santa Ana 20 Civic Center Plaza (M-30) PO Box 1988 Santa Ana, CA 92702-1988 ISSUED BY: Attorneys Insurance Mutual Risk Retention Group, Inc. DATE ISSUED: September 15, 2021 AUTHORIZED REPRESENTATIVE Amethyst Captive Insurance Solutions, Inc. �oRaN RAMwagemedDMsfan REVIEWED & APPROVED BY. - Risk Management Analyst Laver Primary CERTIFICATE OF INSURANCE Attachment to Certificate No. 4247 Limit $1 million each claim and in the aggregate Insurer Scottsdale Insurance Company, Evanston Insurance Company, Aspen Specialty Insurance Company, Lloyds of London - Chubb UK, Lloyds of London — Munitus Syndicate, Liberty Mutual Insurance Europe Ltd. SE, QBE Specialty Insurance Company, Attorneys Insurance Mutual Risk Retention Group, Inc.and Aon Client Treaty (ACT) each for their respective percentages. AUTHORIZED REPRESENTATIVE Amethyst Captive Insurance Solutions, Inc. �oRaN RAMwagzmentDMsian REVIEWED & APPROVED BY. - Risk Management Analyst NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor Hanson Bridgett LLP Name: Project N-2021-219 Number: Project Limited Legal Services Agreement With Hanson Bridgett LLP Name: The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: POLICY EXPIRATION COI TYPE OF INSURANCE FILE NAME NUMBER DATE DATE 2023_02_10_Hanson Bridgett City of GENERAL LIABILITY 10UUNDD1980 08/26/2023 02/10/2023 Santa Ana Liability certificate_dl.pdf 4405 Hanson City of PROFESSIONAL LIABILITY IP0000272022 07/01/2023 02/13/2023 Santa Ana.pdf Workers WORKERS COMPENSATION 72WEAM8EPD 08/26/2023 08/15/2022 Compensation - City AND EMPLOYERS' LIABILITY of Santa Ana.pdf Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 2/13/2023 4:18 PM NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor Hanson Bridgett LLP Name: Project TBD (049) Number: Project Professional Services Agreement With Hanson Bridgett LLP Name: The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: POLICY EXPIRATION TYPE OF INSURANCE COI DATE FILE NAME NUMBER DATE 2022_09_29_Hanson City of Santa Ana AUTOMOBILE LIABILITY 10UENDL9026 08/26/2023 09/29/2022 Liability Certificate.pdf 2023_08_02_Hanson Bridgett City of GENERAL LIABILITY 10UUNDD1980 08/26/2023 08/02/2023 Santa Ana Liability certificate_dl.pdf City of Santa Ana LAWYERS PROFESSIONAL LIABILITY IP0000272023 07/01/2024 07/01/2023 $2M Professional Liability.pdf Workers WORKERS COMPENSATION AND EMPLOYERS' 72WEAM8EPD 08/26/2023 08/15/2022 Compensation - City LIABILITY of Santa Ana.pdf Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 8/11/2023 1:47 PM