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HomeMy WebLinkAboutWOODRUFF, SPRADLIN, & SMART, PCCINSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES oK O ? CLERK OF COUNCIL DATE: NOY 1 O 2021 LIMITED LEGAL SERVICES AGREEMENT WITH WOODRUFF, SPRADLIN & SMART, PC. N-2021-226 This limited legal services agreement ("Agreement") is made and entered into this 18th day of October, 2021, by and between Woodruff, Spradlin & Smart, a Califomia Professional Corporation ("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." b: 4K (Je, it, r, A (S�) \ 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 agrees 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. 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 three hundred dollars and zero cents ($300.00) an hour. 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 is 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 1632715.1 approval of the Executive Director of Human Resources prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice. 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 performed services for 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 independent investigation(s). 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 2 1632715.1 of this Agreement may be extended upon a writing executed by both parties, including the City Manager and the City Attorneys. 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 an independent contractor, and not an officer or employee of City. 11. INSURANCE Attorneys shall provide to the Executive Director of Human Resources proof of insurance 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' Com ensation: 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. If Attorneys has no employees, Attorneys can sign a declaration to that effect and worker's compensation coverage will be waived. 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. C. Other Insurance Provisions - The insurance policies are to contain, or be endorsed to contain, the following provisions: i. 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). 3 1632715.1 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 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. 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, his successors and assigns, and each of its officers and employees, harmless from any and all claims, suits, demands, losses and expenses, including reasonable Attorney's 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 Attorneys' liability for professional malpractice under the California State Bar Rules or the Rules of Professional Conduct. 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 servicesrendered 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 hourly rate and to reimburse Attorneys for reasonable costs and expenses incurred, whether or not the investigation has been 1632715.1 concluded. This includes reasonable costs of legal representation. Payment is due upon presentation of a bill for services, costs, and expenses. 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 they presently have 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: Barbara Raileanu Woodruff, Spradlin & Smart, PC 555 Anton Boulevard, Suite 1200 Costa Mesa, California 92626 Fax: (714) 415-1102 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 1632715.1 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 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 his 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 affinn that they are 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. 6 1632715.1 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: r_ aisy Gomez, CMC Jerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorneys By: N caung= A R Laura A. Rossini Chief Assistant City Attorneys FOR APPROVAL: Motsick itive Director of Human Resources CITY OF SANTA ANA -�E� �' - L-- Kristine Ridge City Manager ATTORNEYS I ' r Woodruff, Spradlin & Smart, PC By its: Director Barbara Raileanu 1632715.1 Tori Pierson o:;eo2`on,^,"az;:roe. WOODSPR-01 YCORATHERS '4`� CERTIFICATE OF LIABILITY INSURANCE DATE 101281202YY) 10/2812021 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 endorsemen s). PRODUCER CONTACT Samantha Chung Ogura Narver Asssociates Insurance Agency 423 McGroartv Street San Gabriel, CA 91776 PHONE FAX I JCC Ne, Ext: (626) 943-2208 (A/C, No EDoREss: sogura@narver.com INSURER B AFFORDING COVERAGE NAIC e INSURER A: Sentinel Insurance Company, Ltd 11000 INSURED INSURER B:Federal Insurance Company 20281 INSURER C:Aspen Specialty Insurance Company 10717 Woodruff, Spradlin & Smart, APC INSURER 0 : Underwriters at Lloyd's, London 15792 555 Anton Blvd., Suite 1200 Costa Mesa, CA 92626 INSURER E : INSURER F COVERAGES CERTIFICATE NUMBER- REVISION MI ManoD• 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 ADDLSUBR INSO MePOLICY NUMBER POLICY EFF POLICY EXPLTR LIMITS A X COMMERCIALGENERALLIABILITY CLAIMS -MADE ❑X OCCUR X X 72SBAUW7027 4112/2021 411212022 EACH OCCURRENCE $ 2,000,000 PAMAGET RENTED REMISES Me $ 1,000,000 NED EXP (Any ono arson $ 10,000 PERSONAL B ADV INJURY $ 2,000,000 AGGREGATE LIMIT APPLIES PER: POLICY SET D LOC GENERAL AGGREGATE 4,000,000 GEN'L X PRODUCTS-COMP/OPAGG 4,000,000 OTHER A AUTOMOBILE LIABILITY COMBINED cod OfSINGLE LIMIT $ 2,000,000 BODILY INJURY Perperson) $ IxANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS 72SBAUW7027 411212021 411212022 BODILY INJURY Per accident $ HIftE� X NON -OWNED AUTOS ONLY AUTOS ONLY ROPERTV AMAGE Per ac RQ $ A UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIM&MADE 72SBAUW7027 411212021 4112/2022 EACH OCCURRENCE $ 4,000,000 AGGREGATE 5,000,000 X DED RETENTION$ 10,000 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNERIEXECUTIVE Y� QFFICEWMEMBER EXCLUDED? ,Mandatory in NH) (, describe under DESCRIPTION OF OPERATIONS below NIA X TITS-0587 411/2021 4N12022 X PER OTH- TAT E E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE -EA EMPLOYE 1,000.000 $ E.L. DISEASE- POLICY LIMIT 1,000,000 C Professional Liah. LR001EH21 11/1/2021 11/112022 Ea.Claim 5,000,000 D Cyber Liability EHJ-AD1008866511 11/1/2020 11/212020 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if mores ace is reeqquired) The City of Santa Ana, its officers, officials, employees, and volunteers are to be covered as additionaPinsure oa as respects attached General Liability endorsements SS 4170 and SS 4172 as required by contract. Such insurance is primary and non-contributory as per attached General Liability form SS 00 08. Waiver of subrogation applies as per attached General Liability form SS 00 08 and Workers Compensation form WC 90 03 75. 30 day notice of cancellation. City of Santa Ana 20 Civic Center Plaza PO Box 1988 Santa Ana, CA 92702-1988 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROM""-"' AUTHORIZED REPRESENTATIVE � + MMlage,lod OfiWo. RenevlwEo6 AfvRor�9r. /f 4i Rex m,,,ayn,en o e� �I A:x ACUKU 25 (20161(13) ©1988-2015 ACORD CC I' IN The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 72SBAUW7027 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Santa Ana, its officers, employees and volunteers Location(s) Of Covered Operations: 20 Civic Center Plaza, Santa Ana CA 92702 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section C. — 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: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. xbk � Form SS 41 70 06 11 Rentwsos TArrxw 81 © 2011, The Hartford RukM1Y, CR tOe; IAde (Includes copyrighted material of Insurance Services Office, Inc., with its pei POLICY NUMBER: 72SBAUW7027 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Santa Ana, its officers, employees and volunteers Location And Description Of Completed Operations: 20 Civic Center Plaza, Santa Ana CA 92702 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section C. — 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" or 'property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products - completed operations hazard". Form SS 41 71 06 11s® © 2011, The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with its per RukW a9ennnOe" 1' de -^ Policy Number: 72SBAUW7027 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An Additional Insured To Other Insurance That is 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 That is 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, written agreement or permit 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 and we will not seek contribution from that other insurance. 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 this Coverage Part 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 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. 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. This condition does not apply to Medical Expenses Coverage. 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 r' such person or RIAMaVmdmiw agreement or prior to theinjw i�F? Rakma gem tOff—Iade Form SS 00 08 04 05 Workers' Compensation and Employers' Liability Policy Named Insured Endorsement Number WOODRUFF SPRADLIN & SMART, APC Policy Number Symbol: Number: 22 7175-05-87 Policy Period Effective Date of Endorsement 04/01/2021 TO 04/01/2022 04/01/2021 Issued By (Name of Insurance Company) Federal Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the Policy. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. 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, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. (0) Specific Waiver Name of person or organization Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. (N) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: ALL CALIFORNIA OPERATIONS 3. Premium: The premium charge for this endorsement shall be 1 % percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium: Authorized Representative 11 RWW..ge [ a. -_ rhwEWID6AvrnO�m ar: WC 90 03 75 (05/18) +I 7eu Presa rs:xnti,.ge„�„r umUiad, producer Copy p'"IJIldEI llY YCORATH CERTIFICATE OF LIABILITY N n L1RXIP signed yDATE(MM/DD/YYYY) 4/1 /2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONE S NO RIGHTS UPOI I THIS DED BY THE POLICIES BELOW. CERTIFICATE CERTIFICATE FOFw INSURANCE DOES NVELY OR IOTLCO CONSTITUTE UTEXAEND 000NTR T� �. LA(I URER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. ----2-&22.04.1 Q IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIOF aL Ih1;'VrctD pro.: -inns or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, ce ma, require a@9rde�it. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsem tJ)Oies _ PRODUCER CONTACT Mar - NAME: Narver Asssociates Insurance Agency PHONE FAX 423 McGroarty Street (A/C, No, Ext): (626) 943-;[43 (A/C, No): San Gabriel, CA 91776 E-MAIL mtang@narver.com INSURERA:Sentinel Insurance Company,Ltd 11000 INSURED INSURER B:Federal Insurance Company 20281 Woodruff Spradlin & Smart, APC INSURERC:AS en Specialty Insurance Company 10717 555 Anton Blvd., Suite 1200 INSURERD: Beazley Insurance Company Inc. 37540 Costa Mesa, CA 92626 INSURER E INSURER F : C(1VFRA(,FC CERTIFICATE KlIIMRFR• RFVICInKl KlIIMRFR- 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 MMIDD/YYYY POLICY EXP MMIDD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE X OCCUR X X 72SBAUW7027 4/12/2022 4/12/2023 DAMAGE TO RENTED PREMISES Ea occurrence 1,000,000 $ MED EXP (Any oneperson) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY JJECT LOC PRODUCTS-COMP/OPAGG $ 4,000,000 $ OTHER: A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident 2,000,000 $ BODILY INJURY Perperson) $ ANY AUTO 72SBAUW7027 4/12/2022 4/12/2023 OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ PROPERTY DAMAGE Per accident $ X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY I A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 4,000,000 EXCESS LIAB CLAIMSMADE72SBAUW7027 4/12/2022 4/12/2023 AGGREGATE $ 4,000,000 DED X RETENTION $ 10,000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N/A X 7175-0587 4/1/2022 4/1/2023 X PER OTH- STATUTE ER 1,000,000 $ E.L. EACH ACCIDENT E.L. DISEASE- EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1,000,000 $ C Professional Liab. LROOlEH21 11/1/2021 11/1/2022 Each Claim 5,0003000 D ICyber Liability W30BOE210101 11/1/2021 11/1/2022 Aggregate 23000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Additional Excess General Liability limit of $1,000,000 Starstone National Ins. Co. Policy #88030P227ALI effective 4/12/2022-4/12/2023 The City of Santa Ana, its officers, officials, employees, and volunteers are to be covered as additional insureds as respects attached General Liability endorsements SS 4170 and SS 4172 as required by contract. Such insurance is primary and non-contributory as per attached General Liability form SS 00 08. Waiver of subrogation applies as per attached General Liability form SS 00 08 and Workers Compensation form WC 90 03 75. 30 day notice of cancellation. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ty ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE Ride & A Division REVIEWEDD & APPROVED BY.- ACORD 25 (2016/03) © 1988-2015 ACORD I The ACORD name and logo are registered marks of ACORD —r' I?i5k Management specialist POLICY NUMBER: 72SBAUW7027 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Santa Ana, its officers, employees and volunteers Location(s) Of Covered Operations: 20 Civic Center Plaza, Santa Ana CA 92702 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section C. — 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: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Form SS 41 70 06 11 - . E Risk Management Division © 2011, The Hartford REVIEWED&APPROVED BY: (Includes copyrighted material of Insurance Services Office, Inc., with its pI �_r- RukManagement Specialist POLICY NUMBER: 72SBAUW7027 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Santa Ana, its officers, employees and volunteers Location And Description Of Completed Operations: 20 Civic Center Plaza, Santa Ana CA 92702 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section C. — 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" or "property damage" caused, in whole or in part, by 'your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products - completed operations hazard". Form SS 41 71 06 11 — - Risk Management Division © 2011, The Hartford REVIEWED&APPROVED BY. - (Includes copyrighted material of Insurance Services Office, Inc., with its p �_r- RukManagement Specialist Policy Number: 72SBAUW7027 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An Additional Insured To Other Insurance That is 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 That is 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, written agreement or permit 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 and we will not seek contribution from that other insurance. 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 this Coverage Part 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. Form SS 00 08 04 05 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 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. 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. This condition does not apply to Medical Expenses Coverage. 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 in m nnntrnnt agreement o RiskManaganadDMsion prior to the in RDAEWED & APPROVED BY.- �_r- RukManagement Specialist CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. 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, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. (❑) Specific Waiver Name of person or organization Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. (❑x) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: ALL CALIFORNIA OPERATIONS 3• Premium: The premium charge for this endorsement shall be 1 % percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium: Authorized Representative This endorsement changes the policy to which it is attached and is effective 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 04-01-22 Policy No. 71750587 Insured WOODRUFF SPRADLIN & SMART, APC Insurance Company Federal Insurance Company WC 90 03 75 (05/18) Countersigned By Endorsement No. Premium $ Incl . -.E Risk ManagementDlMsim REVIEWED & APPROVED BY: Risk Management Specialist Insured Copy