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HomeMy WebLinkAboutMERRITT STUDIO, LLC.City of Santa Ana Clerk of the Council AGREEMENT TERMINATION FORM COTC Office Use Only C2-(S)Z9 Please complete this form in its entirety when the attached agreement and all amendments (if any) are no longer in effect. Date: If your agreement is grant related, please ensure that all grant retention requirements have been satisfied prior to signing the termination form. Is the agreement(s) a permanent record? Yes N Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. The agreement with No. N-2022-224 (List all amendments. I was completed on and final payment has been made. Use space below it needed.) Department: u-sk Phone/Ext.: _Ll i Signature: Date:' INSURANCE ON FILE WORK MAY PROCEED N-2022-224 UNTIL INSURANCE EXPIRES 12• (c,-%2,L CLERK OF COUNCIL DATE: AGREEMENT WITH MERRITT STUDIOS TO PROVIDE DESIGN SERVICES THIS A REE NT is made and entered into on this 16' day of August, 2022 by and between Merritt Studio, LLC, a California limited liability company ("Consultant"), and the City of Santa a Ana, a charter city and municipal corporation organized and existing under the Constitution and N laws of the State of California ("City"). c� RECITALS Q A. The City desires to retain a consultant having special skill and knowledge in the field of design and layout services to provide the City an activity guide to distribute via print and digital format. B. Consultant represents that it is able and willing to provide such services to the City C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A. The total amount to be expended during the term of this Agreement shall not exceed Twenty Thousand Dollars and Zero Cents ($20,000). b. Payment schedule for services are defined in Exhibit A to this Agreement. Consultant agrees and understands that payments shall be issued per section 2.c., below. c. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. Page 1 of 9 UNEWWWITNI This Agreement shall commence on the date first written above and continue until June 30, 2023, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Minimum Scope and Limit of Insurance Professional Liability (Errors and Omissions): insurance appropriate to the Consultant's profession, with limit no less than $1,000,000 per occurrence or claim. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. Page 2 of 9 2. Broader Coverage: if the Consultant maintains 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 the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions 1. Additional Insured Status: The City, 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 the Consultant including materials, parts, or equipment famished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 2010 1185 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used). 2. Primary Coverage: For any claims related to this contract, the Consultant's insurance coverage shall be primary coverage at least as broad as ISO CG 20 0104 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Consultant hereby grants to City a waiver of any right to subrogation that any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees 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. 5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require theConsultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self - insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than AXII, unless otherwise acceptable to the City. Page 3 of 9 7. Claims Made Policies (applicable only to professional liability): The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work iii. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. 8. Verification of Coverage: Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies,including endorsements required by these specifications, at any time. 9. Subcontractors: Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. 10. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience, insurer, coverage, or other special circumstances. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial Page 4 of 9 or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third parry challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. rI tI BIK119 M Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential hiformation" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) Page 5 of 9 is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION Consultant 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, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of Page 6 of 9 termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the parry waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) Page 7 of 9 P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Parks, Recreation & Community Services Agency City of Santa Ana 20 Civic Center Plaza (M-23) P.O. Box 1988 Santa Ana, California 92702 Fax:714-571-4211 To Consultant: Merritt Studio, LLC 1140 Cerritos Dr. Fullerton, CA 92835 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement. C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signatures on next page] Page 8 of 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ,for Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Br n Salvatierra Deputy City Attorney L: ices Agency CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT: 70&4 zi 7Z?U.cii Da By: Merritt Devin Dailey Title: President, Creative Director Page 9 of 9 SCOPE OF SERVICES and PRICING Exhibit A Merritt Studio Merritt Studio 1140 Cerritos Drive 949-370-3824 Fullerton, California 92835 United States Prepared For Cindi Sangenito The City of Santa Ana 20 Civic Center Plaza Santa Ana 92701 United States Overview Proposal Date Proposal Number 07/08/2022 0000060 To design and layout, The City of Santa Ana's City Activity Guide for print and digital. Scope of Work A - Research and Exploration • Determine the existing look and feel for the City of Santa Ana • Visualize the essence of the city through vibrant typography, colors, photography, and illustration • Heighten the awareness of the city's amenities and draw attention to the arts and cultures • Define the visual language that captures the attention of the diverse neighborhoods and communities • Define photography standards B - Design and Layout • Design a robust system that is Flexible for various content • Focus on legible and contemporary typography that reads well across multiple generations of readers • Refine and select a color palette that is fresh, vibrant, and inviting • Assist with defining an outline and designing templates that allow for the guide to have continuity among subsequent issues Timeline Define outline/table of contents Merritt Studio and City of Santa Ana: 1-2 week(s) Design, layout, and create templates for the City Guide: 3 weeks (can happen before content is received) Phasel- Kick-off meetings, Discovery, Research Merritt Studio Design and Layout Templates Phase II - Merritt Studio receives content Merritt Studio Design and Layout City of Santa Ana review Phase III - Notes to Merritt Studio City of Santa Ana final review Final notes to Merritt Studio Send to printer Pricing Description A & B Sections (Research and Exploration, Design and Layout) Deliver finished Activity Guide for Print/Digital - Fall 2022 Deliver finished Activity Guide for Print/Digital - Spring 2023 Notes Rate Cty $15,500.00 1 $4, 500.00 Subtotal Tax Proposal Total (USD) 1 Line Total $15,500.00 $4,500.00 20,000.00 0.00 $20,000.00 Thank you for this opportunity. We are very excited to work with you and deliver something fantastic. Terms 25% Deposit to begin project = $5,000 of the total project. To invoice at the start of the project; Phase Second payment of $5,000 invoiced after design templates are approved and populated with content; Phase II Third payment of $5,500 is invoiced after the first issue is sent to print. Phase III Fourth payment of $4,500 is invoiced after the second issue is sent to print. Date to be determined. 11 H I N T I \' 7,fir.. ti. a� . _1 rl��ss -... - - SPRING 2021 sHAIi OEwI❑PHOTO'--•W> M e rrittStu d i o_S a m p l e s. pdf Marml BLeaie Merritt Studio design Desm Owl, it a craat"na Rir°ctar vmh dose to 20 years mpenance. Beside. his offers outstanding commercial work for d[ard, Mat include Vans and ASICS Woman, he is a leclaser capability. We consult on branding &identity at California Slane knl.hAY an tupcsrelwod to design and design trends. Dwin, work Includes full campaign roll -outs from media to prfit, branding and Iden@y, deliver premium creative work, and make ex"Honfiatdoslgn. imagemakmg; and web design aW do..lopment. tailored marketing material. Darin rune tf,4 boutirua agency Merritt Sty and has worked wilh chant, in the menpreht sector it wetl M commercit home, teal melude the City of Was Point, 511 Tadical. RM Richer Poor., Chsrnal Intends Surfboards. Nixon, BWk Dinmand, 5outhom Califami° Edison, Mit.ubbhi, Time Wpm. Cobb and Sony. Great work, regardless of aesthetic, stems from collaboration, ideas, process, and execution. CDP_Lookout_Photographic_Guidelines.pdf w�. �``Y OE LAKE `�r �C�RER t0• CITY NEWS AND RECREATION GUIDE WINTER2022 z } ppppp- I t D r CITY LAUNCHES TRAFFIC - IMPROVEMENT HARDEN YOUR HOME RECREATION PROJECTS I P6.3 AGAINSTFIRE PG.4 GUIDE PG.12 .IN om M f v O Digitally signed OAT7/1312DIYYYY '�� b® Ace CERTIFICATE OF LIABILITY INSUKW C:E edlo 07/13/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS YREett'04WAit HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE CO'iERAGID:A9Rt$20HIID(9Y 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 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 endorsements . PRODUCER CONTACT KEN HARRINGTON NAME: KEN HARRINGTON INSURANCE AGENCY, INC PHONEMC 714-255-0300 uc Ne: 714-255-0301 ADDRESS kharrington@farmersagent.com INSURER(S) AFFORDING COVERAGE NAICR INSURERA: INSURED INSURERS: NORTHFIELD INSURANCE CO. 27987 MERRITT STUDIO, LLC. INSURERC: INSURERD: 1140 CERRITOS DR. FULLERTON CA 92835 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 ADDLSUBR POLICYNUMBER POLICY EFF iMMIDRDTM POLICY EXP (MMIDONYYYILIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE Fx_ OCCUR X WS493373 12/06/2021 12/06/2022 EACHOCCURRENCE g 1,000,000 DAMAGE TO RENTED PREMISESEa occurmnce $ 100,000 X1 GEN'LAGGREGATE MEO EXP(Anyone person) $ 5,000 PERSONALSADVINJURY $ LIMIT APPLIES PER: POLICY E JECT LOG OTHER: GENERALAGGREGATE S 2,000,006 PRODUCTS-COMP/OP ADD $ 1.000,000 $ AUTOMOBILELIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTO' NON -OWNED HIRED AUTOS AUTOS COMBINED SINGLE LIMIT Ee occident $ BODILY INJURY (Per person) $ BODILY INJURY Pen[ (Per accident) $ PROPERTYDAMAGE Per accident $ $ UMBRELLALIAB EXCESS LIAB OCCUR CLAIM' -MADE EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETORIPARTNERIEXECUTIVE ❑NIA OFFICERIMEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE -EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT I $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) CERTIFICATE HOLDER LISTED AS ADDITIONAL INSURED PRIMARY AND NON CONTRIBUTORY WORDING ENDORSEMENT INCLUDED - CG 20 10 04 13 CITY OF SANTA ANA 20 CIVIC CENTER PLAZA SANTA ANA, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRES E NT AT IV E ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD RWeMatnganattDhisim REVIEWED&APPRCYEDBY: A� Arµrte Ruk Management Spenalut THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGES 0 Northfield Insurance Company St. Paul, MN 55102 Named Insured Merritt Studio, LLC Policy Period: From 12/06/2021 To 12/06/2022 This endorsement modifies insurance provided under the following: Endorsement Number 1 Policy Number WS493373 Changes Effective 07/13/2022 Changes It is hereby understood and agreed form CG2010 is added to the policy per the attached. ENDORSEMENT PREMIUM: $ No Change NEW TERM PREMIUM: $ No Change RAMmcgemadDhidan ^ REVIEWED&APPRovm BY: 07/13 /2022 BR Date Auti ''a A,a Au+wte 5107-IL (9/05) ORIONRisk Management SpedAist POLICYNUMBER: WS493373 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 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: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations City of Santa Ana, 20 Civic Center As per written contract with Named Plaza, Santa Ana, CA 92701 Insured Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section 11 - 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. 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 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. CG 20 10 04 13 Copyright, Insurance services Office, Inc., 2012 uganedDivislon I• REmEWmROV®BY. Risk Management Speaks[ 01 C. 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 10 04 13 Copyright, Insurance Services Office, Inc., 2012 +g„�_,.�s xiekMm.gemmttx� % REVEwED&APPRoV®fir jzmmmvm�' Risk Management Spedalist THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE -ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS 1. The following is added to Paragraph 4.a., Primary Insurance, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: However, if you agree in a written contract or agreement that the insurance provided to an additional insured under this Coverage Part apply on a primary basis, or a primary and non-contributory basis, then this insurance is primary to other insurance available to such additional insured which covers that person or organization as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; or (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 2. Paragraph 4.b.(2) of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS is deleted. 3. The following is added to Paragraph 4.11b.(1)(a) of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS as an additional subparagraph: That is available to the insured when the insured is added as an additional insured under any other policy, including any umbrella or excess policy. S2778-CG (5120) © 2020 The Travelers Indemnity Company. All rights reserved. „ W®B Risk Mange dI)Mdokn %g ° REVIEWED&APPRr of .�,T ia"Mwm�' RA Management SpeaAnt Merritt Studio July 28, 2022 City of Santa Ana Risk Management Division 20 Civic Center Plaza Santa Ana, CA 92702 Re: Professional Liability Insurance Requirement. Dear City of Santa Ana Risk Management Division: I Davin Dailey, Merritt Studio has intent to enter into an agreement with the City of Santa Ana. Throughout the course of this agreement, Merritt Studio attests that I am not a licensed professional and will not employ a licensed professional during the course of my contract with the City of Santa Ana By signing below, I, attest that I possess the legal authority to enter into an agreement with the City of Santa Ana as well as the legal authority to attest to the statements above. If at any time it is found that Merritt Studio is not adhering to any/all statements in this document, the contract will be considered null and void and the company will be held fully liable for any and all damages. Devin Dailey Davin Dailey Creative Director Merritt Dailey Contact Phone: (949) 370-3824 Email Address: devin@merritt.la RIemmtDhie[o. Zt BenerrWe� ED& 6 MrRov®Br. _�. — Risk Management Spentkis[ NOTICE OF COMPLIANCE MY w M U U U U U°°IHS PAGE AND MLUDE GNU U FII AGREEMEM M UFIE CLERK OF U U IIIC COMM Contractor Merritt Studio, L.L.C. Name: Project N-2022-224 Number: Project Agreement With Merritt Studios To Provide Design Services 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 covera TYPE OF INSURANCE PROFESSIONAL LIABILITY Thank you, s) are: City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 12/13/2022 12:29 PM POLICY EXPIRATION COI DATE NUMBER DATE WAIVER 12/06/2023 12/07/2022 FILE NAME Merrit Studio Professional Liability (Errors Ommissions) Waiver 2022- 2023.pdf